DRAFT RED HERRING PROSPECTUS

Dated September 29, 2023

Please read section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please scan this QR Code to view the DRHP) 100% Book Built Offer

AGILUS DIAGNOSTICS LIMITED

(FORMERLY, SRL LIMITED)
CORPORATE IDENTITY NUMBER: U74899PB1995PLC045956
CONTACT EMAIL AND
REGISTERED OFFICE CORPORATE OFFICE WEBSITE
PERSON TELEPHONE
Fortis Hospital, Sector 62, Phase – 306, Tower-A, 3rd Floor, Unitech Trapti Email: investors@[Link] [Link].c
VIII, Mohali - 160 062, Punjab, Cyber Park, Sector-39, Company Secretary om
Telephone: 0124-6261111
India Gurugram - 122 002, Haryana, and Compliance
India Officer

NAME OF OUR PROMOTER: FORTIS HEALTHCARE LIMITED

DETAILS OF THE OFFER TO THE PUBLIC
TYPE OF FRESH ISSUE TOTAL OFFER
OFFER FOR SALE SIZE ELIGIBILITY AND RESERVATION
OFFER SIZE SIZE
Offer for Sale Not applicable Up to 14,233,964 Equity Shares Up to 14,233,964 The Offer is being made pursuant to Regulation 6(1)
aggregating up to ₹[●] million Equity Shares of the Securities and Exchange Board of India (Issue
aggregating up to ₹ of Capital and Disclosure Requirements) Regulations,
[●] million 2018, as amended (“SEBI ICDR Regulations”). For
further details, see “Other Regulatory and Statutory
Disclosures – Eligibility for the Offer” on page 378.
For further details of share reservation among QIBs,
NIBs and RIBs, see “Offer Structure” on page 399.
DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDERS AND WEIGHTED AVERAGE
COST OF ACQUISITION PER EQUITY SHARE
NUMBER OF EQUITY WEIGHTED AVERAGE COST
NAME TYPE SHARES OFFERED OF ACQUISITION PER
(UP TO) EQUITY SHARE*
International Finance Corporation Selling Shareholder 2,985,075 201.00
NYLIM Jacob Ballas India Fund III Selling Shareholder 7,462,700 201.00
LLC
Resurgence PE Investments Limited Selling Shareholder 3,786,189 188.26
*Calculated on a fully diluted basis. As certified by N B T and Co, Chartered Accountants pursuant to their certificate dated September 29, 2023.

RISKS IN RELATION TO THE FIRST OFFER

This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹
10 each. The Floor Price, Cap Price and Offer Price determined is on the basis of the assessment of market demand for the Equity Shares by way
of the Book Building Process, in consultation with the BRLMs and in accordance with applicable law and, as stated in the “Basis for the Offer
Price” on page 105, 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 and/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 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 Draft Red Herring Prospectus. Specific attention of the investors is invited
to “Risk Factors” on page 36.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 Draft
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 Draft 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. Each of the Selling Shareholders
severally, and not jointly, accepts responsibility for and confirms the statements made or confirmed by such Selling Shareholder in this Draft Red
Herring Prospectus to the extent of information specifically pertaining to them and their respective portion of the Offered Shares, and assumes
responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. However, each of
the Selling Shareholders, severally and not jointly, assume no responsibility for any other statement, including, inter-alia, any of the statements
made by or relating to our Company or our business or any of the other Selling Shareholder in this Draft Red Herring Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE Limited (“BSE”) and National Stock Exchange
of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”). For the purposes of the Offer, [●] is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
ICICI Securities Limited Contact person: Telephone: +91 22 6807 7100
Sameer Purohit Email: [Link]@[Link]
Axis Capital Limited Contact person: Telephone: +91 22 4325 2183
Pavan Naik Email: [Link]@[Link]
Citigroup Global Markets India Private Contact person: Telephone: +91 22 6175 9999
Limited Huzefa Bodabhaiwala Email: [Link]@[Link]
REGISTRAR TO THE OFFER
KFin Technologies Limited Contact person: M. Murali Krishna Telephone: +91 40 6716 2222
Email: [Link]@[Link]
BID / OFFER PERIOD
ANCHOR [•]* BID / OFFER OPENS ON# [•] BID / OFFER CLOSES [•]**
INVESTOR ON#
BIDDING DATE
* Participation by Anchor Investors may be considered in consultation with the BRLMs and in accordance with applicable law. The Anchor
Investor Bidding Date shall be one Working Day prior to the Bid / Offer Opening Date.
** Our Company and our Promoter in consultation with the Selling Shareholders and the BRLMs, may 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 at 5.00 p.m. on the Bid / Offer Closing Date.
 DRAFT RED HERRING PROSPECTUS
Dated September 29, 2023
Please read section 32 of the Companies Act, 2013
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Offer

AGILUS DIAGNOSTICS LIMITED

(FORMERLY, SRL LIMITED)
Our Company was originally incorporated as “Specialty-Ranbaxy Private Limited” in Delhi, a private limited company under the Companies Act, 1956, pursuant to a certificate of incorporation dated July 7, 1995 issued
by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. On March 30, 1996, our Company became a deemed public limited company and the endorsement to this effect was made on March 30, 1996,
on the original certificate of incorporation dated July 7, 1995. The name of our Company was changed to “SRL Ranbaxy Limited”, pursuant to a special resolution dated June 3, 2002 and the certificate of incorporation
dated December 13, 2002 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. Thereafter, the name of our Company was changed to “Super Religare Laboratories Limited” pursuant to a
special resolution dated August 14, 2008, and the certificate of incorporation dated August 28, 2008 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. The name of our Company was
further changed to “SRL Limited” pursuant to the special resolution dated June 28, 2012 and the certificate of incorporation dated July 6, 2012. Recently, the name of our Company was changed to its present name,
“Agilus Diagnostics Limited”, pursuant to a special resolution dated May 21, 2023, and the fresh certificate of incorporation dated May 31, 2023, issued by the Registrar of Companies, Punjab and Chandigarh at
Chandigarh (“RoC”). For further details in relation to the changes in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 200.
Corporate Identity Number: U74899PB1995PLC045956; Website: [Link]
Registered Office: Fortis Hospital, Sector 62, Phase – VIII, Mohali -160 062, Punjab, India.
Corporate Office: 306, Tower-A, 3rd Floor, Unitech Cyber Park, Sector-39, Gurugram-122 002, Haryana, India
Contact Person: Trapti, Company Secretary and Compliance Officer; Telephone: 0124-6261111; Email: investors@[Link]
OUR PROMOTER: FORTIS HEALTHCARE LIMITED
INITIAL PUBLIC OFFERING OF UP TO 14,233,964 EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF AGILUS DIAGNOSTICS LIMITED (“COMPANY”) FOR CASH AT A
PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“OFFER PRICE”) AGGREGATING UP TO ₹[●] MILLION (THE “OFFER”). THE OFFER
COMPRISES OF AN OFFER FOR SALE OF UP TO 14,233,964 EQUITY SHARES (“OFFERED SHARES”) AGGREGATING UP TO ₹ [●] MILLION COMPRISING UP TO 2,985,075 EQUITY SHARES
BY INTERNATIONAL FINANCE CORPORATION AGGREGATING UP TO ₹ [●] MILLION, UP TO 7,462,700 EQUITY SHARES BY NYLIM JACOB BALLAS INDIA FUND III LLC AGGREGATING
UP TO ₹ [●] MILLION AND UP TO 3,786,189 EQUITY SHARES BY RESURGENCE PE INVESTMENTS LIMITED AGGREGATING UP TO ₹ [●] MILLION (TOGETHER, THE “SELLING
SHAREHOLDERS”, AND SUCH OFFER FOR SALE OF EQUITY SHARES BY THE SELLING SHAREHOLDERS, THE “OFFER FOR SALE”). THE OFFER SHALL CONSTITUTE AT LEAST [●]% OF
THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARE IS ₹ 10 EACH. THE OFFER PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT
WILL BE DECIDED IN ACCORDANCE WITH APPLICABLE LAW AND IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF [●] (A WIDELY CIRCULATED
ENGLISH NATIONAL DAILY NEWSPAPER), ALL EDITIONS OF [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER) AND [●] EDITIONS OF [●] (A WIDELY CIRCULATED
PUNJABI DAILY NEWSPAPER, PUNJABI BEING THE REGIONAL LANGUAGE OF PUNJAB WHERE OUR REGISTERED OFFICE IS LOCATED), 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 UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS.
In case of any revision in 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 our Promoter may, in consultation with the Selling Shareholders and BRLMs, 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, shall be widely
disseminated by notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change on the website of the BRLMs and at the terminals of the Syndicate Members and by intimation to Designated
Intermediaries and the Sponsor Bank(s), as applicable.
The Offer is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Offer is being made 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 available for allocation on a proportionate basis to Qualified Institutional Buyers
(“QIBs”) (the “QIB Portion”), provided that up to 60% of the QIB Portion may be allocated to Anchor Investors and the basis of such allocation will be on a discretionary basis in consultation with the BRLMs, in accordance
with applicable law (the “Anchor Investor Portion”), of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from the domestic Mutual Funds at or above the price at which
allocation is made to Anchor Investors (“Anchor Investor Allocation Price”). In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion
(other than the Anchor Investor Portion) (the “Net QIB Portion”). Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, subject to valid Bids being received at or
above the Offer Price, and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIBs, 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 (“Non-Institutional Portion”) of which one-third of the Non-Institutional Portion shall be available for allocation to Bidders
with an application size of more than ₹ 200,000 and up to ₹ 1,000,000 and two-thirds of the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹ 1,000,000 and under-
subscription in either of these two sub-categories of the Non-Institutional Portion may be allocated to Bidders in the other sub-category of the Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject
to valid Bids being received at or above the Offer Price. Further, not less than 35% of the Offer shall be available for allocation to Retail Individual Bidders (“Retail Portion”), in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received from them at or above the Offer Price. All Bidders (except Anchor Investors) shall mandatorily participate in this Offer only through the Application Supported by Blocked Amount
(“ASBA”) process and shall provide details of their respective bank account (and UPI ID) (defined hereinafter) in case of UPI Bidders (defined hereinafter) in which the Bid Amount will be blocked by the Self Certified
Syndicate Banks (“SCSBs”) or pursuant to the UPI Mechanism, as the case may be. Anchor Investors are not permitted to participate in the Anchor Investor Portion through the ASBA process. For details, see “Offer
Procedure” on page 402.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue by our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10 each. The Floor Price, Cap Price and Offer Price as determined in
consultation with the BRLMs and in accordance with applicable law, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process in accordance with SEBI ICDR Regulations
and, as stated in the “Basis for the Offer Price” on page 105, 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 active and/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 have not been recommended or approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to
“Risk Factors” on page 36.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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 Draft 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 Draft 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. Each of the Selling Shareholders severally, and not jointly, accepts responsibility for and confirms the statements made or confirmed by such Selling Shareholder in this Draft Red Herring Prospectus to the
extent of information specifically pertaining to them and their respective portion of the Offered Shares, and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any
material respect. However, each of the Selling Shareholders, severally and not jointly, assume no responsibility for any other statement, including, inter-alia, any of the statements made by or relating to our Company or its
business or any of the other Selling Shareholder in this Draft Red Herring Prospectus.
LISTING
The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity Shares
pursuant to letters dated [●] and [●], respectively. For the purposes of the Offer, [●] is the Designated Stock Exchange. 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 that will be 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 511.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER

ICICI Securities Limited Axis Capital Limited Citigroup Global Markets India Private Limited KFin Technologies Limited
ICICI Venture House 1st Floor, Axis House 1202, 12th Floor, First International Financial Centre Selenium Tower B, Plot No. 31-32, Gachibowli
Appasaheb Marathe Marg C-2 Wadia International Centre G Block Bandra Kurla Complex, Bandra (East) Financial District, Nanakramguda, Serilingampally
Prabhadevi, Mumbai - 400 025 Pandurang Budhkar Marg Mumbai - 400 051, Maharashtra, India Hyderabad - 500 032, Telangana, India
Maharashtra, India Worli, Mumbai - 400 025 Telephone: +91 22 6175 9999 Telephone: +91 40 6716 2222 / 18003094001
Telephone: +91 22 6807 7100 Maharashtra, India Email: [Link]@[Link] Email: [Link]@[Link]
Email: [Link]@[Link] Telephone: +91 22 4325 2183 Website: Website: [Link]
Website: [Link] Email: [Link]@[Link] [Link]/rhtm/[Link] Investor grievance ID: [Link]@[Link]
Investor grievance ID: Website: [Link] m Contact person: M Murali Krishna
customercare@[Link] Investor grievance ID: complaints@[Link] Investor grievance ID: [Link]@[Link] SEBI registration no: INR000000221
Contact person: Sameer Purohit Contact person: Pavan Naik Contact person: Huzefa Bodabhaiwala
SEBI registration no: INM000011179 SEBI registration number: INM000012029 SEBI registration number: INM000010718
BID / OFFER PERIOD
BID / OFFER OPENS ON# [●]* BID / OFFER CLOSES ON# [●]**
* Participation by Anchor Investors may be considered in consultation with the BRLMs and in accordance with applicable law. The Anchor Investor Bidding Date shall be one Working Day prior to the Bid / Offer Opening Date.
** Our Company and our Promoter in consultation with the Selling Shareholders and BRLMs, may 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 at 5.00 p.m. on the Bid / Offer Closing Date.
 TABLE OF CONTENTS
SECTION I – GENERAL .................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 1
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION ............................................................................................................... 15
FORWARD LOOKING STATEMENTS ........................................................................................................ 18
SECTION II – SUMMARY OF THE OFFER DOCUMENT ........................................................................ 20
SECTION III – RISK FACTORS ..................................................................................................................... 36
SECTION IV – INTRODUCTION ................................................................................................................... 69
THE OFFER .................................................................................................................................................... 69
SUMMARY FINANCIAL INFORMATION .................................................................................................. 71
GENERAL INFORMATION .......................................................................................................................... 75
CAPITAL STRUCTURE ................................................................................................................................ 84
OBJECTS OF THE OFFER ........................................................................................................................... 102
BASIS FOR THE OFFER PRICE .................................................................................................................. 105
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS ......................................................................... 114
SECTION V – ABOUT OUR COMPANY ..................................................................................................... 121
INDUSTRY OVERVIEW ............................................................................................................................. 121
OUR BUSINESS ........................................................................................................................................... 170
KEY REGULATIONS AND POLICIES ....................................................................................................... 192
HISTORY AND CERTAIN CORPORATE MATTERS ............................................................................... 200
OUR HOLDING COMPANY, OUR SUBSIDIARIES, AND OUR JOINT VENTURE ............................... 207
OUR MANAGEMENT ................................................................................................................................. 212
OUR PROMOTER AND PROMOTER GROUP .......................................................................................... 232
GROUP COMPANIES .................................................................................................................................. 236
DIVIDEND POLICY..................................................................................................................................... 240
SECTION VI – FINANCIAL INFORMATION ............................................................................................ 241
RESTATED CONSOLIDATED FINANCIAL INFORMATION ................................................................. 241
OTHER FINANCIAL INFORMATION ....................................................................................................... 312
RELATED PARTY TRANSACTIONS ........................................................................................................ 314
CAPITALISATION STATEMENT .............................................................................................................. 315
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................. 316
FINANCIAL INDEBTEDNESS ................................................................................................................... 350
SECTION VII – LEGAL AND OTHER INFORMATION .......................................................................... 353
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ...................................... 353
GOVERNMENT AND OTHER APPROVALS ............................................................................................ 375
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................. 378
SECTION VIII - OFFER INFORMATION .................................................................................................. 392
TERMS OF THE OFFER .............................................................................................................................. 392
OFFER STRUCTURE ................................................................................................................................... 399
OFFER PROCEDURE .................................................................................................................................. 402
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 422
SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION ................................................................................................................................................ 424
SECTION X – OTHER INFORMATION ..................................................................................................... 511
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ....................................................... 511
DECLARATION .............................................................................................................................................. 514
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise
indicates or implies, or unless otherwise specified, shall have the meaning as provided below. References to any
legislation, act, regulation, rules, guidelines, circular, notification, direction, clarification or policy shall be to
such legislation, act, regulation, rule guidelines, circular, notification, direction, clarification or policy as
amended from time to time and any reference to a statutory provision shall include any subordinate legislation
made from time to time under that provision.

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

Notwithstanding the foregoing, terms defined in “Basis for the Offer Price”, “Statement of Possible Special Tax
Benefits”, “Industry Overview”, “Key Regulations and Policies”, “Financial Information”, “Outstanding
Litigation and Other Material Developments”, “Restrictions on Foreign Ownership of Indian Securities” and
“Description of Equity Shares and Terms of the Articles of Association” on pages 105, 114, 121, 192, 241, 353,
422 and 424 respectively will have the meaning ascribed to such terms in those respective sections.

General terms

Term Description
Our Company / the Company / Agilus Diagnostics Limited (formerly, SRL Limited), a public limited company
the Issuer incorporated under the Companies Act, 1956 and having its Registered Office at Fortis
Hospital, Sector 62, Phase – VIII, Mohali, 160 062, Punjab, India.
We / us /our Unless the context otherwise indicates or implies, our Company together with our
Subsidiaries and Joint Venture on a consolidated basis, as applicable, on the respective
dates.

Company and Selling Shareholder related terms

Term Description
Agilus-Diagnostics FZ LLC Share sale and purchase agreement dated June 30, 2016 entered into by and between
SSPA Fortis Healthcare International Pte. Limited, Agilus Diagnostics FZ LLC and our
Company.
Agilus Nepal JV Agreement Joint venture agreement dated April 23, 2009 entered into by and between Life Care
Services Private Limited and our Company read with the amendment to the joint
venture agreement dated November 19, 2010, the addendum dated September 25, 2011
and the amendment to the addendum dated March 12, 2015.
AoA / Articles of Association / The articles of association of our Company, as amended from time to time.
Articles
Amendment Agreement Amendment agreement dated March 30, 2021 to the 2012 Shareholders’ Agreement.
Audit Committee Audit committee of our Board as described in “Our Management – Committees of our
Board” on page 218.
Auditor / Statutory Auditors The statutory auditor of our Company, being B S R & Co. LLP, Chartered Accountants.
Board / Board of Directors The board of directors of our Company or any duly constituted committee thereof. For
further details, see “Our Management – Board of Directors” on page 212.
Chairman and Independent The chairman and independent director on the Board of our Company, namely Ravi
Director Rajagopal. For further details, see “Our Management – Board of Directors” on page
212.
Chief Financial Officer / CFO The chief financial officer of our Company, namely Mangesh Shirodkar. For further
details, see “Our Management – Key Managerial Personnel” on page 229.
Company Secretary and The company secretary and compliance officer of our Company, namely Trapti. For
Compliance Officer further details, see “Our Management – Key Managerial Personnel” on page 229.
Corporate Office The corporate office of our Company, situated at 306, Tower-A, 3rd Floor, Unitech
Cyber Park, Sector-39, Gurugram-122 002, Haryana, India.
Corporate Social Responsibility The corporate social responsibility committee of our Board as described in “Our
Committee Management – Committees of our Board” on page 218.
CRISIL CRISIL Limited

1
 Term Description
CRISIL Report Industry report titled “Assessment of the diagnostics industry in India” dated
September, 2023, which is exclusively prepared for the purpose of the Offer and issued
by CRISIL MI&A and is commissioned by our Company and paid for by our Company
on behalf of the Selling Shareholders. CRISIL was appointed pursuant to an
engagement letter dated June 16, 2023. The CRISIL Report will be available on the
website of our Company at [Link]
prospectus-and-related-documents until the Bid / Offer Closing Date.
CRISIL MI&A CRISIL Market Intelligence & Analytics, a division of CRISIL Limited
DDRC Group Elsy Joseph, Ajith Joy Kizhakkebhagathu and Joy Joseph Kizhakkebhagathu.
DDRC JV Agreement Joint venture agreement dated January 23, 2012 between the DDRC Group and our
Company.
DDRC JV Termination Joint venture termination agreement dated April 5, 2021.
Agreement
DDRC SPA Share Purchase Agreement dated March 24, 2021 by and between DDRC Agilus
Pathlabs Limited, certain individual sellers and our Company.
Director(s) The director(s) on the Board of our Company, as appointed from time to time. For
further details see “Our Management – Board of Directors” on page 212.
Equity Shares The equity shares of our Company of face value of ₹ 10 each.
ESOP 2009 ESOP 2009 as described in “Capital Structure- Employee Stock Option Schemes of our
Company” on page 95.
ESOP 2013 ESOP 2013 as described in “Capital Structure- Employee Stock Option Schemes of our
Company” on page 95.
Executive Director The managing director and chief executive officer of our Company, namely Anand
Kuppuswamy. For further details see “Our Management – Board of Directors” on page
212.
Exit Agreement Agreement dated June 12, 2012 by and between Resurgence, Spring Domestic, Spring
Offshore, SCML, IFC, NJBIF and our Company.
Fortis Group Entities Fortis Healthcare Limited and certain of its subsidiaries and joint venture involved in
the hospital business.
Group Company(ies) The company(ies) identified as ‘group companies’ in accordance with Regulation
2(1)(t) of the SEBI ICDR Regulations, as disclosed in the section “Group Companies”
on page 236.
Group Our Company and our Subsidiaries
Holding Company / Fortis Fortis Healthcare Limited
IFC International Finance Corporation
Independent Chartered N B T and Co, Chartered Accountants
Accountant
Independent Director(s) The independent director(s) of our Company, namely, Ravi Rajagopal and Suvalaxmi
Chakraborty appointed as per the Companies Act, 2013 and the SEBI Listing
Regulations. For further details see “Our Management – Board of Directors” on page
212.
IPO Committee The IPO committee of our Board of Directors, constituted pursuant to the Board
resolution dated August 4, 2023.
Joint Venture The joint venture of our Company namely, Agilus Diagnostics Nepal Private Limited.
KMP / Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
Personnel ICDR Regulations and Section 2(51) of the Companies Act, 2013 and as described in
“Our Management – Key Managerial Personnel and Senior Management Personnel”
on page 229.
Material Subsidiaries The material subsidiaries of our Company, being Agilus Pathlabs Private Limited and
DDRC Agilus Pathlabs Limited, in terms of the SEBI ICDR Regulations and SEBI
Listing Regulations. For further details see “Our Holding Company, our Subsidiaries
and our Joint Venture” on page 207.
Materiality Policy The policy adopted by our Board pursuant to its resolution dated September 25, 2023,
for identification of (a) material outstanding litigation proceedings; (b) material
companies to be disclosed as group companies; and (c) material creditors, pursuant to
the disclosure requirements under the SEBI ICDR Regulations, for the purposes of
disclosure in this Draft Red Herring Prospectus, the Red Herring Prospectus and the
Prospectus.
MoA / Memorandum The memorandum of association of our Company, as amended from time to time
of Association
NJBIF NYLIM Jacob Ballas India Fund III LLC.
Non-Executive Director(s) The non-executive, non-independent directors of our Company, namely, Dr. Ashutosh
Raghuvanshi, Dilip Kadambi and Ashok Pandit. For further details, see “Our
Management – Board of Directors” on page 212.

2
 Term Description
Nomination and Remuneration The nomination and remuneration committee of our Board as described in “Our
Committee Management – Committees of our Board” on page 218.
Promoter The promoter of our Company, namely Fortis Healthcare Limited. For further details
see “Our Promoter and Promoter Group” on page 232.
Promoter Group Persons and entities constituting the promoter group of our Company, pursuant to
Regulation 2(1)(pp) of the SEBI ICDR Regulations as disclosed in “Our Promoter and
Promoter Group” on page 232.
Registered Office The registered office of our Company, situated at Fortis Hospital, Sector 62, Phase –
VIII, Mohali, 160 062, Punjab, India.
Restated Consolidated Financial The restated consolidated financial information of our Company, our subsidiaries and
Information our joint ventures comprising the restated consolidated statement of assets and liabilities
as at March 31, 2023, March 31, 2022 and March 31, 2021, the restated consolidated
statement of profit and loss (including other comprehensive income), the restated
consolidated statement of changes in equity, the restated consolidated statement of cash
flows for the years ended March 31, 2023, March 31, 2022 and March 31, 2021, the
summary of significant accounting policies and other explanatory information prepared
in terms of the requirements of Section 26 of Part I of Chapter III of the Companies
Act, SEBI ICDR Regulations and the Guidance Note on Reports in Company
Prospectuses (Revised 2019) issued by ICAI, as amended from time to time.
Resurgence Resurgence PE Investments Limited.
Risk Management Committee The risk management committee of our Board as described in “Our Management –
Committees of our Board” on page 218.
RoC / Registrar of Companies The Registrar of Companies, Punjab and Chandigarh at Chandigarh.
SCML Sabre Capital (Mauritius) Limited.
Selling Shareholder(s) Collectively, International Finance Corporation, NYLIM Jacob Ballas India Fund III
LLC and Resurgence PE Investments Limited.
Shareholders The holders of the Equity Shares from time to time
Shareholders’ Agreement The 2012 Shareholders’ Agreement read with the Amendment Agreement and the
Waiver cum Amendment Agreement.
SMP / Senior Management Senior management personnel of our Company in terms of Regulation 2(1)(bbb) of the
Personnel SEBI ICDR Regulations and as described in “Our Management – Key Managerial
Personnel and Senior Management Personnel” on page 229.
Spring Domestic Spring Healthcare India Trust.
Spring Offshore Spring Healthcare (P) Limited.
SSA Share Subscription Agreement dated June 12, 2012 by and between International
Finance Corporation, NYLIM Jacob Ballas India Fund III LLC, Avigo PE Investments
Limited (now known as Resurgence PE Investments Limited), Spring Healthcare India
Trust, Spring Healthcare (P) Limited, Sabre Capital (Mauritius) Limited, our Promoter
and our Company.
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board of Directors as described in
Committee “Our Management – Committees of our Board” on page 218.
Subsidiaries The subsidiaries of our Company namely, Agilus Pathlabs Private Limited, DDRC
Agilus Pathlabs Limited, Agilus Pathlabs Reach Limited and Agilus Diagnostics FZ
LLC.
Termination Agreement Termination agreement dated March 30, 2021 entered into by and between our
Company, IFC, NJBIF, Resurgence and Fortis consequent to the transfer of equity
shares of SCML, Spring Domestic and Spring Offshore in our Company and their
cessation as shareholders of our Company.
Waiver cum Amendment The waiver cum amendment agreement dated September 29, 2023 to the 2012
Agreement Shareholders’ Agreement read with the Amendment Agreement dated March 30, 2021
by and between IFC, NJBIF, Resurgence, our Promoter and our Company.
2012 Shareholders’ Agreement Shareholders’ agreement dated June 12, 2012, by and between IFC, NJBIF,
Resurgence, Spring Domestic, Spring Offshore, SCML, our Promoter and our
Company.

Offer-related terms

Term Description
Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by
the SEBI in this regard.
Acknowledgement Slip The slip or document issued by a Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form.
Allot / Allotment / Allotted Unless the context otherwise requires, transfer of the Offered Shares by the Selling
Shareholders pursuant to the Offer for Sale to the successful Bidders.

3
 Term Description
Allotment Advice A note or advice or intimation of Allotment sent to the 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.
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the Red
Herring Prospectus, and who has Bid for an amount of at least ₹100.00 million.
Anchor Investor Allocation Price The price at which Equity Shares will be allocated to Anchor Investors in terms of the
Red Herring Prospectus and the Prospectus, which price will be equal to or higher than
the Offer Price but not higher than the Cap Price. The Anchor Investor Allocation Price
will be decided in accordance with applicable law and in consultation with the BRLMs
on the Anchor Investor Bidding Date.
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Form Portion and which will be considered as an application for Allotment in terms of the Red
Herring Prospectus and the Prospectus
Anchor Investor Bidding Date The day, being one Working Day prior to the Bid / Offer Opening Date, on which Bids
by Anchor Investors shall be submitted, prior to and after which BRLMs will not accept
any Bids from Anchor Investors, and allocation to Anchor Investors shall be completed.
Anchor Investor Offer Price 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 price will be equal to or higher
than the Offer Price but not higher than the Cap Price. The Anchor Investor Offer Price
will be decided in accordance with applicable law and in consultation with the BRLMs.
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in
the event the Anchor Investor Allocation Price is lower than the Offer Price, not later than
two Working Days after the Bid / Offer Closing Date.
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated to Anchor Investors on a
discretionary basis, in consultation with the BRLMs and in accordance with applicable
law.

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price, in accordance with the SEBI ICDR Regulations.
Applications Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
Blocked Amount / ASBA authorize an SCSB to block the Bid Amount in the specified bank account maintained
with such SCSB or to block the Bid Amount using the UPI Mechanism.
ASBA Account 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 mentioned in the relevant
ASBA Form, which may be blocked by such SCSB or the account of the UPI Bidders
blocked upon acceptance of UPI Mandate Request by the UPI Bidders to the extent of the
Bid Amount of the ASBA Bidder.
ASBA Bidders All Bidders except Anchor Investors.
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will
be considered as the application for Allotment in terms of the Red Herring Prospectus and
the Prospectus.
Axis Axis Capital Limited
Bankers to our Company Axis Bank Limited and DBS Bank India Limited
Banker(s) to the Offer Collectively, the Escrow Collection Bank(s), Refund Bank(s), Sponsor Bank(s) and
Public Offer Account Bank(s).
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer, as
described in “Offer Procedure” on page 402.
Bid(s) An indication to make an offer during the Bid / Offer Period by an ASBA Bidder pursuant
to submission of the ASBA Form, or during the Anchor Investor Bidding Date by an
Anchor Investor pursuant to submission of the Anchor Investor Application Form, to
purchase the Equity Shares of our Company at a price within the Price Band, including
all revisions and modifications thereto as permitted under the SEBI ICDR Regulations,
in terms of the Red Herring Prospectus and the Bid cum Application Form. The term
“Bidding” shall be construed accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and, in the
case of Retail Individual Bidders Bidding at the Cut off Price, the Cap Price multiplied
by the number of Equity Shares Bid for by such Retail Individual Bidder and mentioned
in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA
Account of the ASBA Bidders, as the case maybe, upon submission of the Bid in the
Offer, as applicable.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.

4
 Term Description
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
Bid / Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, being [●], which shall be
published in all editions of [●] (a widely circulated English national daily newspaper), all
editions of [●] (a widely circulated Hindi national daily newspaper), and [●] editions of
[●] (a widely circulated Punjabi daily newspaper, Punjabi being the regional language of
Punjab where our Registered Office is located). In case of any revisions, the extended Bid
/ Offer Closing Date shall also be notified on the website of the BRLMs and terminals of
the Syndicate Members, as required under the SEBI ICDR Regulations and
communicated to the Designated Intermediaries and the Sponsor Bank(s) and shall also
be notified in an advertisement in the same newspapers in which the Bid / Offer Opening
Date was published, as required under the SEBI ICDR Regulations.

Our Company and our Promoter in consultation with the Selling Shareholders and
BRLMs may 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.
Bid / Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, being [●], which shall be published
in all editions of [●] (a widely circulated English national daily newspaper), all editions
of [●] (a widely circulated Hindi national daily newspaper), and [●] editions of [●] (a
widely circulated Punjabi daily newspaper, Punjabi being the regional language of Punjab
where our Registered Office is located).
Bid / Offer Period Except in relation to Anchor Investors, the period between the Bid / Offer Opening Date
and the Bid / Offer Closing Date, inclusive of both days, during which prospective
Bidders can submit their Bids, including any revisions thereof, in accordance with the
SEBI ICDR Regulations and in accordance with the terms of the Red Herring Prospectus.
Provided that the Bidding shall be kept open for a minimum of three Working Days for
all categories of Bidders, other than Anchor Investors.

Our Company and our Promoter, may in consultation with the Selling Shareholders and
BRLMs, consider closing the Bid / Offer Period for the QIB Portion one Working Day
prior to the Bid / Offer Closing Date in accordance with the SEBI ICDR Regulations.
Bidder/Applicant Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor.
Bidding Centres Centres at which at the Designated Intermediaries shall accept the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Syndicate, Broker
Centres for Registered Brokers, Designated RTA Locations for RTAs and Designated
CDP Locations for CDPs.
Book Building Process Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Offer is being made.
Book Running Lead Managers / The book running lead managers to the Offer namely I-Sec, Axis and Citi.
BRLMs
Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the ASBA
Forms to a Registered Broker. The details of such Broker Centres, along with the names
and contact details of the Registered Broker are available on the respective websites of
the Stock Exchanges ([Link] and [Link]) and updated from time
to time.
CAN / Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have
Allocation Note been allocated the Equity Shares, on / after the Anchor Investor Bidding Date.
Cap Price The higher end of the Price Band i.e., ₹ [●] per Equity Share, subject to any revisions
thereof, above which the Offer Price and the Anchor Investor Offer Price will not be
finalised and above which no Bids will be accepted. The Cap Price shall not be more than
120% of the Floor Price, provided that the Cap Price shall be at least 105% of the Floor
Price.
Citi Citigroup Global Markets India Private Limited
Client ID Client identification number maintained with one of the Depositories in relation to demat
account.
Collecting Depository A depository participant as defined under the Depositories Act, registered with SEBI and
Participant(s) / CDP who is eligible to procure Bids at the Designated CDP Locations in terms of the SEBI
circular number CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, and the
UPI Circulars issued by SEBI, and as per the list available on the websites of BSE and
NSE, as updated from time to time.
Cut-off Price Offer Price, finalised in accordance with applicable law and in consultation with the
BRLMs, which shall be any price within the Price Band.

5
 Term Description
Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs, including
Anchor Investors, and Non-Institutional Bidders are not entitled to Bid at the Cut-off
Price.
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s father /
husband, investor status, occupation and bank account details and UPI ID, where
applicable.
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.

The details of such Designated CDP Locations, along with 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.
Designated Date The date on which funds are transferred from the Escrow Account(s) and the amounts
blocked are transferred from the ASBA Accounts, as the case may be, to the Public Offer
Account(s) or the Refund Account(s), as appropriate, in terms of the Red Herring
Prospectus and the Prospectus, after the finalisation of the Basis of Allotment in
consultation with the Designated Stock Exchange in terms of the Red Herring Prospectus,
following which the Board of Directors may Allot Equity Shares to successful Bidders in
the Offer.
Designated Intermediaries In relation to ASBA Forms submitted by RIBs and Non-Institutional Bidders Bidding
with an application size of up to ₹ 0.50 million (not using the UPI mechanism) by
authorising an SCSB to block the Bid Amount in the ASBA Account, Designated
Intermediaries shall mean SCSBs.

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 Bidders, Designated
Intermediaries shall mean Syndicate, Sub-Syndicate / agents, Registered Brokers, CDPs,
SCSBs and RTAs.

In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders with an

application size of more than ₹ 0.50 million (not using the UPI Mechanism), Designated
Intermediaries shall mean Syndicate, Sub-Syndicate / agents, SCSBs, Registered Brokers,
the CDPs and RTAs.
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.

The details of such Designated RTA Locations, along with 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]).
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at
[Link] or at such
other website as may be prescribed by SEBI from time to time.
Designated Stock Exchange [●]
Draft Red Herring Prospectus / This draft red herring prospectus dated September 29, 2023, issued in accordance with
DRHP the SEBI ICDR Regulations, which does not contain complete particulars of the price at
which the Equity Shares will be Allotted and the size of the Offer, including any addenda
or corrigenda thereto.
Eligible FPIs FPIs from such jurisdictions outside India where it is not unlawful to make an offer/
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 offered
thereby.
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the ASBA Form and the Red Herring
Prospectus will constitute an invitation to subscribe to or to purchase the Equity Shares.
Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow Collection
Bank(s) and in whose favour the Anchor Investors will transfer money through direct
credit / NEFT / RTGS / NACH in respect of the Bid Amount when submitting a Bid.
Escrow and Sponsor Banks Agreement dated [●] to be entered into by our Company, the Selling Shareholders, the
Agreement Registrar to the Offer, the BRLMs, the Syndicate Members, and the Banker(s) to the Offer
for, among other things, the appointment of the Escrow and Sponsor Bank(s), the
collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Offer
Account(s) and where applicable, refunds of the amounts collected from Bidders, on the
terms and conditions thereof.
Escrow Collection Bank(s) The Bank(s) which are clearing members and registered with SEBI as bankers to an issue
and with whom the Escrow Account(s) will be opened, in this case being [●].

6
 Term Description
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form 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.
Floor Price The lower end of the Price Band i.e., ₹ [●] per Equity Share, subject to any revision(s)
thereto, not being less than the face value of the Equity Shares at or above which the Offer
Price and the Anchor Investor Offer Price will be finalised and below which no Bids will
be accepted.
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018.
General Information Document / The General Information Document for investing in public issues prepared and issued in
GID accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March
17, 2020, and the UPI Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the BRLMs.
I-Sec ICICI Securities Limited.
Mobile App(s) The mobile applications listed on the website of SEBI at
[Link]
43 or such other website as may be updated from time to time, which may be used by UPI
Bidders to submit Bids using the UPI Mechanism as provided under ‘Annexure A’ for the
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.
Mutual Fund Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996.
Mutual Fund Portion Up to 5% of the Net QIB Portion, or [●] Equity Shares, which shall be available for
allocation to Mutual Funds only, on a proportionate basis, subject to valid Bids being
received at or above the Offer Price.
Net Proceeds The proceeds from the Offer less the Offer related expenses.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor
Investors.
Non-Institutional Bidders / NIBs All Bidders, including FPIs other than individuals, corporate bodies and family offices,
registered with SEBI that are not QIBs (including Anchor Investors) or Retail Individual
Bidders (and who have Bid for Equity Shares for an amount more than ₹200,000 (but not
including NRIs other than Eligible NRIs).
Non-Institutional Portion The portion of the Offer being not less than 15% of the Offer consisting of [●] Equity
Shares, available for allocation to Non-Institutional Bidders, of which one-third shall be
available for allocation to Bidders with an application size of more than ₹ 200,000 and up
to ₹ 1,000,000 and two-thirds shall be available for allocation to Bidders with an
application size of more than ₹ 1,000,000, provided that the unsubscribed portion in either
of such sub-categories may be allocated to applicants in the other sub-category of Non-
Institutional Bidders subject to valid Bids being received at or above the Offer Price.
Non-Resident / NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs and
FVCIs.
Offer / Offer for Sale The initial public offering of up to 14,233,964 Equity Shares for cash at a price of ₹ [●]
per Equity Share (including a share premium of ₹ [●] per Equity Share) aggregating up
to ₹ [●] million comprising of an offer for sale of up to 14,233,964 Equity Shares
aggregating up to ₹ [●] million, by the Selling Shareholders.

The initiation of the Offer process and other related matters were approved, by the board
of directors and the shareholders of our Promoter (by resolutions dated August 4, 2023
and September 7, 2023, respectively), with the actual timing and implementation of the
Offer itself being subject to determination by the respective boards of the Promoter and
our Company, after considering the prevailing market conditions and other relevant
factors.
Offer Agreement The agreement dated September 29, 2023, amongst our Company, the Selling
Shareholders and the BRLMs, pursuant to the requirements of the SEBI ICDR
Regulations, based on which certain arrangements are agreed to in relation to the Offer.
Offer Price 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 Offer Price in terms of the Red Herring Prospectus. The
Offer Price will be decided in accordance with applicable law and in consultation with
the BRLMs on the Pricing Date, in accordance with the Book Building Process and in
terms of the Red Herring Prospectus.
Offer Proceeds The proceeds of the Offer which shall be available to the Selling Shareholders. For further
details, see “Objects of the Offer” on page 102.
Offered Shares Up to 14,233,964 Equity Shares aggregating up to ₹ [●] million being offered by the
Selling Shareholders as part of the Offer for Sale, comprising up to 2,985,075 Equity

7
 Term Description
Shares aggregating up to ₹[●] million by IFC, up to 7,462,700 Equity Shares aggregating
up to ₹[●] million by NJBIF and up to 3,786,189 Equity Shares aggregating up to ₹[●]
million by Resurgence.
Price Band Price band ranging from a minimum price of ₹ [●] per Equity Share (Floor Price) to the
maximum price of ₹[●] per Equity Share (Cap Price) including any revisions thereof. The
Price Band and the minimum Bid Lot for the Offer will be decided in accordance with
applicable law and in consultation with the BRLMs, and will be advertised in all editions
of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely
circulated Hindi national daily newspaper) and [●] editions of [●] (a widely circulated
Punjabi daily newspaper, Punjabi being the regional language of Punjab, where our
Registered Office is located) at least two Working Days prior to the Bid / Offer Opening
Date, with the relevant financial ratios calculated at the Floor price and at the Cap Price,
and shall be made available to the Stock Exchanges for the purpose of uploading on their
respective websites.
Pricing Date The date on which the Offer Price is finalised in accordance with applicable law and in
consultation with the BRLMs
Promoter’s Contribution Aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company
that is eligible to form part of the minimum promoter’s contribution, as required under
the provisions of the SEBI ICDR Regulations, held by our Promoter, which shall be
locked-in for a period of 18 months from the date of Allotment.
Prospectus The prospectus to be filed with the RoC in accordance with the Companies Act, 2013,
and the SEBI ICDR Regulations containing, inter alia, the Offer Price that is determined
in accordance with the Book Building Process, the size of the Offer and certain other
information, including any addenda or corrigenda thereto
Public Offer Account(s) The ‘no-lien’ and ‘non-interest bearing’ accounts to be opened with the Public Offer
Account Bank(s) under Section 40(3) of the Companies Act, 2013, to receive monies from
the Escrow Account(s) and ASBA Accounts on the Designated Date.
Public Offer Account Bank(s) The banks with which the Public Offer Account(s) is opened for collection of Bid
Amounts from Escrow Account(s) and ASBA Accounts on the Designated Date, in this
case being [●].
Qualified Institutional Buyers / Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
QIBs Regulations.
QIB Bidders QIBs who Bid in the Offer.
QIB Portion The portion of the Offer (including the Anchor Investor Portion) being not more than 50%
of the Offer or [●] Equity Shares, available for allocation to QIBs (including Anchor
Investors) on a proportionate basis (in which allocation to Anchor Investors shall be on a
discretionary basis in accordance with applicable law and in consultation with the BRLMs
up to a limit of 60% of the QIB Portion), subject to valid Bids being received at or above
the Offer Price or Anchor Investor Offer Price (for Anchor Investors).
Red Herring Prospectus / RHP The red herring prospectus to be issued in accordance with Section 32 of the Companies
Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have
complete particulars of the price at which the Equity Shares will be offered and the size
of the Offer, 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 after the Pricing Date.
Refund Account(s) The account(s) opened with the Refund Bank(s), from which refunds, if any, of the whole
or part of the Bid Amount to the Anchor Investors shall be made.
Refund Bank(s) The Banker(s) to the Offer with whom the Refund Account(s) will be opened, in this case
being [●].
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers) Regulations, 1992 and the stock exchanges having nationwide terminals,
other than the Members of the Syndicate and eligible to procure Bids in terms of Circular
No. CIR/CFD/14/2012 dated October 4, 2012, issued by SEBI.
Registrar Agreement The agreement dated September 29, 2023, amongst our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and
obligations of the Registrar to the Offer pertaining to the Offer.
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at
Agents / RTAs the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015, issued by SEBI and in terms of the UPI Circulars.
Registrar to the Offer / Registrar Kfin Technologies Limited.
Resident Indian A person resident in India, as defined under FEMA.
Retail Individual Bidder(s) / Individual Bidders, who have Bid for the Equity Shares for an amount not more than
RIB(s) ₹200,000 in any of the bidding options in the Offer (including HUFs applying through
their karta and Eligible NRIs and does not include NRIs other than Eligible NRIs).

8
 Term Description
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of [●] Equity
Shares, available for allocation to Retail Individual Bidders as per the SEBI ICDR
Regulations, which shall not be less than the minimum Bid Lot, subject to valid Bids
being received at or above the Offer Price.
Revision Form Form 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.

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 any stage. Retail
Individual Bidders can revise their Bids during the Bid / Offer Period and withdraw their
Bids until Bid / Offer Closing Date.
Self-Certified Syndicate Bank(s) The banks registered with SEBI, offering services: (a) in relation to ASBA (other than
/ SCSB(s) using the UPI Mechanism), a list of which is available on the website of SEBI at
[Link]
34 and
[Link]
35, as applicable or such other website as may be prescribed by SEBI from time to time;
and (b) in relation to ASBA (using the UPI Mechanism), a list of which is available on
the website of SEBI at [Link]
[Link]?doRecognisedFpi=yes&intmId=40, or such other website as may be
prescribed by SEBI from time to time

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]
=35) and updated from time to time. For more information on such branches collecting
Bid cum Application Forms from the Syndicate at Specified Locations, see the website
of the SEBI at [Link]
[Link]?doRecognisedFpi=yes&intmId=35 as updated from time to time.

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 Bidding may apply through the SCSBs and mobile applications whose
names appears on the website of the SEBI
([Link]
=40) and ([Link]
[Link]?doRecognisedFpi=yes&intmId=43) respectively, as updated from time
to time.
Share Escrow Agent Escrow agent to be appointed pursuant to the Share Escrow Agreement, namely [●].
Share Escrow Agreement Agreement dated [●] to be entered into amongst our Company, the Selling Shareholders
and the Share Escrow Agent in connection with the transfer of Equity Shares under the
Offer for Sale by the Selling Shareholders and credit of such Equity Shares to the demat
account of the Allottees.
Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders, a list of
which is available on the website of SEBI ([Link]) and updated from time to
time.
Sponsor Bank(s) The Banker(s) to the Offer registered with SEBI, which has been appointed by our
Company to act as a conduit between the Stock Exchanges and the NPCI in order to push
the mandate collect requests and/or payment instructions of the UPI Bidders and carry out
any other responsibilities in terms of the UPI Circulars, in this case being [●].
Stock Exchanges Collectively, BSE and NSE.
Sub-Syndicate Members The sub-syndicate members, if any, appointed by the BRLMs and the Syndicate
Members, to collect ASBA Forms and Revision Forms.
Syndicate / Members of the Together, the BRLMs and the Syndicate Members.
Syndicate
Syndicate Agreement Agreement dated [●] to be entered into amongst our Company, the Selling Shareholders,
the BRLMs, the Syndicate Members and the Registrar in relation to collection of Bid cum
Application Forms by Syndicate.
Syndicate Members Intermediaries (other than the BRLMs) registered with SEBI who are permitted to accept
Bids, applications and place order with respect to the Offer and carry out activities as
underwriters, in this case being [●].

9
 Term Description
Systemically Important Non- Systemically important non-banking financial company as defined under Regulation
Banking Financial Company / 2(1)(iii) of the SEBI ICDR Regulations.
NBFC-SI
T+3 Circular SEBI circular number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.
Underwriters [●]
Underwriting Agreement Agreement dated [●] to be entered into among the Underwriters, our Company and the
Selling Shareholders on or after the Pricing Date, but prior to filing of the Prospectus with
the RoC.
UPI Unified Payments Interface, which is an instant payment mechanism developed by NPCI
UPI Bidder Collectively, individual investors applying as (i) Retail Individual Bidders, in the Retail
Portion; and (ii) Non-Institutional Bidders with an application size of up to ₹500,000 in
the Non-Institutional Portion, and Bidding under the UPI Mechanism through ASBA
Form(s) submitted with Syndicate Members, Registered Brokers, Collecting Depository
Participants and Registrar and Share Transfer Agents.

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 UPI 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)
UPI Circulars 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 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, 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 number
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, SEBI circular number
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.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI.
UPI Mandate Request A request (intimating the UPI Bidder by way of a notification on the UPI Mobile App and
by way of a SMS directing the UPI Bidder to such UPI Mobile App) to the RIB initiated
by the Sponsor Bank(s) to authorise blocking of funds in the relevant ASBA Account
through the UPI Mobile App equivalent to the Bid Amount and subsequent debit of funds
in case of Allotment.
UPI Mechanism The mechanism that may be used by a UPI Bidder to make a Bid in the Offer in
accordance with the UPI Circulars.
UPI PIN Password to authenticate UPI transaction.
WACA Weighted average cost of acquisition.
Wilful Defaulter Wilful defaulter as defined under Regulation 2(1)(lll) of SEBI ICDR Regulations.
Working Day All days on which commercial banks in Mumbai, Maharashtra are open for business;
provided, however, with reference to (a) announcement of Price Band; and (b) Bid / Offer
Period, the expression “Working Day” shall mean all days, excluding all Saturdays,
Sundays and public holidays, on which commercial banks in Mumbai, Maharashtra, India
are open for business; (c) the time period between the Bid / Offer Closing Date and the
listing of the Equity Shares on the Stock Exchanges, the expression “Working Day” shall
mean all trading days of Stock Exchanges, excluding Sundays and bank holidays in India,
as per the circulars issued by SEBI.

Conventional and general terms and abbreviations

10
 Term Description
Adjusted EBITDA Restated profit for the year plus tax expenses, finance costs, depreciation and amortization
expense and exceptional items.
Adjusted EBITDA Margin Percentage of Adjusted EBITDA divided by revenue from operations
AGM Annual General Meeting
AI Artificial Intelligence
AIF(s) Alternative Investment Funds as defined in and registered under the SEBI AIF
Regulations
Air Act Air (Prevention and Control of Pollution) Act, 1981.
Bn / bn Billion
BSE BSE Limited
CAGR Compound Annual Growth Rate, which is computed by dividing the value as at the year-
end by its value at the beginning of that period, raise the result to the power of one divided
by the period length, and subtract one from the subsequent result ((End Value / Start
Value) ^ (1 / Periods) – 1)
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve month period ending
December 31
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
CDSL Central Depository Services (India) Limited
CIN Corporate Identity Number
Companies Act, 1956 The erstwhile Companies Act, 1956, along with the relevant rules made thereunder
Companies Act / Companies Companies Act, 2013, along with the relevant rules, regulations, clarifications, circulars
Act, 2013 and notifications issued thereunder.
COVID – 19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
CPC The Code of Civil Procedure, 1908.
CrPC The Code of Criminal Procedure, 1973.
CSR Corporate social responsibility
Depositories NSDL and CDSL, collectively
Depositories Act Depositories Act, 1996
DIN Director Identification Number
DP ID Depository Participant’s identity number
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India.
EBITDA Restated profit for the year plus tax expenses, finance costs, depreciation and amortization
expense
EBITDA Margin Percentage of EBITDA divided by revenue from operations
EGM Extraordinary general meeting
EPS Earnings per share
Euro Euro, the official currency of the European Union
FCNR Account Foreign Currency Non Resident (Bank) account established in accordance with the
FEMA
FDI Foreign direct investment
FDI Policy The consolidated foreign direct policy bearing DPIIT file number 5(2)/2020-FDI Policy
dated October 15, 2020, and effective from October 15, 2020, issued by the Department
of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India, and any modifications thereto or substitutions thereof, issued from
time to time
FEMA Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
FEMA Non-debt Instruments Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Rules
Financial Year / Fiscal / Fiscal The period of 12 months commencing on April 1 of the immediately preceding calendar
Year year and ending on March 31 of that particular calendar year
FIR First information report
FPIs Foreign Portfolio Investors, as defined under SEBI FPI Regulations
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange Board
of India (Foreign Venture Capital Investor) Regulations, 2000) registered with SEBI
GDP Gross Domestic Product

11
 Term Description
GoI / Government / Central Government of India
Government
GST Goods and Services Tax
HUF(s) Hindu Undivided Family(ies)
ICAI Institute of Chartered Accountants of India
IFSC Indian Financial System Code
Income Tax Act/ IT Act Income Tax Act, 1961
Ind AS The Indian Accounting Standards notified under Section 133 of the Companies Act, 2013
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended and
other relevant provisions of the Companies Act, 2013.
Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified by the MCA under
Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting
Standards) Rules, 2015 and other relevant provisions of the Companies Act, 2013.
Ind AS 37 Indian Accounting Standard 37, “Provisions, Contingent Liabilities and Contingent
Assets”, notified by the MCA under Section 133 of the Companies Act, 2013 read with
the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions
of the Companies Act, 2013.
IGAAP / Indian GAAP Accounting standards notified under section 133 of the Companies Act, 2013, read with
Companies (Accounting Standards) Rules, 2021, as amended and the Companies
(Accounts) Rules, 2014, as amended.
IPO Initial public offer
INR / Rupee / ₹ / Rs. Indian Rupee, the official currency of the Republic of India
IRDAI Insurance Regulatory and Development Authority of India
ISIN International Securities Identification Number
IT Information Technology
IT Act The Income Tax Act, 1961
KYC Know Your Customer
MCA The Ministry of Corporate Affairs, Government of India
MCLR Marginal Cost of Funds Based Landing Rate
Mn / mn Million
MoU Memorandum of Understanding
MSMEs Small scale undertakings as per the Micro, Small and Medium Enterprises Development
Act, 2006
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
N.A./NA Not applicable
N.C.T. National Capital Territory
NACH National Automated Clearing House
Net Asset Value per Equity Net worth divided by weighted average number of Equity Shares
Share
NBFC Non-Banking Financial Company
NEFT National Electronic Fund Transfer
Net Worth 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, as per the audited balance sheet, but does not
include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation. Further, capital reserve have been excluded when computing net worth
since these were not created out of the profits
No. Number
NPCI National Payments Corporation of India
NR / Non-resident A person resident outside India, as defined under the FEMA and includes an NRI
NRI / Non-Resident Indian Non-Resident Indian
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
OCB Overseas corporate body, a company, partnership, society or other corporate body owned
directly or indirectly to the extent of at least 60% by NRIs including overseas trusts, in
which not less than 60% of beneficial interest is irrevocably held by NRIs directly or
indirectly and which was in existence on October 3, 2003, and immediately before such
date was eligible to undertake transactions pursuant to general permission granted to
OCBs under FEMA. OCBs are not allowed to invest in the Offer
OCI Overseas Citizen of India
PAN Permanent account number
PAT Restated profit for the year.

12
 Term Description
PAT Margin Percentage of restated profit for the year divided by revenue from operations
RBI The Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
Return on Capital Employed Percentage of EBIT (i.e., calculated as restated profit for the year before tax and finance
costs) divided by capital employed (i.e., total equity plus total borrowings, lease
liabilities, deferred tax liabilities excluding goodwill and other intangible assets)
Return on Equity Restated profit for the year divided by average equity
RTGS Real Time Gross Settlement
SCORES Securities and Exchange Board of India Complaints Redress System, a centralized web
based complaints redressal system launched by SEBI
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
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
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
Regulations 2015
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1999
Regulations
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021.
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011
Sr. Serial
STT Securities Transaction Tax
Trademarks Act Trademarks Act, 1999
US$ / USD / US Dollar United States Dollar, the official currency of the United States of America
USA / U.S. / US United States of America and its territories and possessions, including any state of the
United States
US GAAP Generally Accepted Accounting Principles in the United State of America
U.S. Securities Act The United States Securities Act of 1933, as amended
VAT Value Added Tax
VCFs Venture capital funds as defined in and registered with the SEBI under the erstwhile
Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 or the
Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012, as the case may be
Water Act Water (Prevention and Control of Pollution) Act, 1974.

Business, technical and industry-related terms

Term Description
2020 Tokyo Olympic games The 2020 summer Olympics, an international multi-sport event held from July 23, 2021
to August 8, 2021 in Tokyo, Japan
2024 Paris Olympic games The 2024 summer Olympics an international multi-sport event to be held from July 26,
2024 to August 11, 2024, Paris
ABDM Ayushman Bharat Digital Mission
Average revenue per test / ARPT This metric helps our Company to track the revenue it generates per test over multiple
periods
B2B Business-to-Business
B2C Business-to-Consumer
CAP College of American Pathologists
CoE Center of Excellence
CT Computed Tomography
CTP Customer Touch Points. The CTPs tracks the number of collection centers and patient
service centers over multiple periods

13
 Term Description
Customer touch points (CTP) This ratio helps in tracking the number of customer touch points serviced by one clinical
per laboratory laboratory over multiple periods
GRL Global Reference Laboratory
H1N1 A strain of influenza, often called swine flu
ICMR Indian Council of Medical Research
Indian Olympic Association The Indian Olympic Association is the body responsible for selecting athletes to represent
India at international athletic meets and for managing the Indian teams at these events
IMD India Metrological Department
MRI Magnetic Resonance Imaging
NABL National Accreditation Board for Testing and Calibration Laboratories
NCD Non-Communicable Diseases
Net debt / Equity (Total borrowings less cash & cash equivalents) / Total equity
Next Generation Sequencing Technology for determining the sequence of deoxyribonucleic acid and ribonucleic acid
to study genetic variation associated with diseases or other biological phenomena
NHM National Health Mission
NTEP National Tuberculosis Elimination Programme
Number of laboratories Analysis of the number of clinical laboratories periodically helps in understanding the
operational strength of our Company and how it varies over multiple periods
Number of patients served Analysis of the number of patients served over multiple periods helps in tracking the
customer base of our Company - thereby modifying the business strategies accordingly
Number of tests performed Analysis of the number of tests performed over multiple periods helps in understanding
the trends in the diagnostic industry and the areas which need more focus
Number of tests per patient visit This ratio helps in tracking the number of tests done for every patient over multiple
periods
PFCE Private Final Consumption Expenditure
PPP Public-Private Partnership
R&D Research and Development
Restated profit for the year It measures profit generated by our Company after deducting all the expenses, finance
cost, taxes etc
Revenue from operations Revenue from operations primarily comprises of medical testing charges and other
operating revenues. Medical testing charges consists of fees received for various tests
conducted in the fields of pathology and radiology
Revenue per accession This metric helps our Company to track the revenue it generates per accession (patient)
over multiple periods
Revenue generated from routine This metric helps in understanding the routine test revenue as % of total revenue, to
tests as a % of total revenue understand the trends in the routine test segment
Revenue generated from This metric helps in understanding the specialized test revenue as % of total revenue, to
specialized tests as a % of total understand the trends in the specialized test segment
revenue
Revenue generated from This metric helps in understanding the wellness packages revenue as % of total revenue,
wellness packages as a % of total to understand the trends in the prevention and wellness segment.
revenue
RRL Regional Reference Laboratory
RT-PCR Reverse transcription polymerase chain reaction
Sanger Sequencing Based Method that yields information about the identity and order of the four nucleotide bases
Assays in a segment of deoxyribonucleic acid and acts as an effective approach for variant
screening studies
TAT Turn-Around Time
Working capital days Working capital days is calculated as inventory days plus debtor days minus payable days
WCDL Working capital demand loan

14
 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain conventions

All references in this Draft Red Herring Prospectus to “India” are to the Republic of India and its territories and
possessions and all references herein 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 herein to
the “US”, the “U.S.”, the “USA”, or the “United States” are to the United States of America and its territories and
possessions, all references to “U.K.”, or “United Kingdom” are to the United Kingdom of Great Britain and
Northern Ireland, all references to the “UAE” are to the United Arab Emirates and its territories and possessions.

Unless indicated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to page
numbers of this Draft Red Herring Prospectus.

Financial data

Unless stated otherwise or the context otherwise requires, the financial information and financial ratios in this
Draft Red Herring Prospectus are derived from the Restated Consolidated Financial Information. For further
information, see “Financial Information” on page 241.

Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on
March 31 of that particular calendar year, so all references to a particular financial year or fiscal 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, all references to a year in this Draft Red Herring
Prospectus are to a calendar year and references to a Fiscal/Fiscal Year are to the year ended on March 31, of that
calendar year.

The Restated Consolidated Financial Information of our Company, our subsidiaries and our joint ventures
comprising the restated consolidated statement of assets and liabilities as at March 31, 2023, March 31, 2022 and
March 31, 2021, the restated consolidated statement of profit and loss (including other comprehensive income),
the restated consolidated statement of changes in equity, the restated consolidated statement of cash flows for the
years ended March 31, 2023, March 31, 2022 and March 31, 2021, the summary of significant accounting policies
and other explanatory information prepared in terms of the requirements of Section 26 of Part I of Chapter III of
the Companies Act, SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by ICAI, as amended from time to time.

There are significant differences between Ind AS, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those
differences or quantify their impact on the financial data included in this Draft 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 Draft 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 Draft Red
Herring Prospectus should, accordingly, be limited. For risks relating to significant differences between Ind AS
and other accounting principles, see “Risk Factors – External Risk Factors - Significant differences exist between
Ind AS and other accounting principles, such as Indian GAAP, IFRS and U.S. GAAP, which may be material to
investors’ assessment of our financial condition.” on page 64.

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

In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts
listed are due to rounding off. All figures in decimals have been rounded off to the second decimal and all
percentage figures have been rounded off to two decimal places. In certain instances, (i) the sum or percentage
change of such numbers may not conform exactly to the total figure given; and (ii) the sum of the numbers in a
column or row in certain tables may not conform exactly to the total figure given for that column or row.

15
Further, any figures sourced from third party industry sources may be rounded off to other than to the second
decimal to conform to their respective sources.

Non-GAAP measures

Certain non-GAAP measures and other operating metrices such as EBITDA, EBITDA Margin, Adjusted
EBITDA, Adjusted EBITDA Margin, PAT Margin, Return on Equity, Return on Capital Employed, Net Worth
and Net Asset Value per Equity Share presented in this Draft Red Herring Prospectus are a supplemental measure
of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, US GAAP, or
IFRS. Further, these Non-GAAP Measures and other operating matrices are not a measurement of our financial
performance or liquidity under Ind AS, IFRS or US GAAP and should not be considered in isolation or construed
as an alternative to cash flows, profit for the year 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 US GAAP. In addition, these Non-GAAP Measures are not
a standardised term, hence a direct comparison of similarly titled Non-GAAP Measures and other operating
matrices between companies may not be possible. Other companies may calculate the Non-GAAP Measures and
other operating matrices differently from us, limiting its usefulness as a comparative measure. Although the Non-
GAAP Measures and other operating matrices are not a measure of performance calculated in accordance with
applicable accounting standards, our Company’s management believes that it is useful to an investor in evaluating
us because it is a widely used measure to evaluate a company’s operating performance.

Industry and market data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained
and derived from a report titled “Assessment of the diagnostics industry in India” (the “CRISIL Report”) dated
September 2023 and prepared by CRISIL MI&A exclusively for the purpose of understanding the industry our
Company operates in, in connection with the Offer. The CRISIL Report is available on the website of our
Company at [Link] and at
our Registered Office, from the date of the Red Herring Prospectus until the Bid / Offer Closing Date. The Report
has been exclusively commissioned at the request of our Company and paid for by our Company on behalf of the
Selling Shareholders for the purposes of this Offer. The CRISIL Report is subject to the following disclaimer:

“CRISIL MI&A, a division of CRISIL Limited (CRISIL) has taken due care and caution in preparing this report
(Report) based on the Information obtained by CRISIL from sources which it considers reliable (Data). This
Report is not a recommendation to invest / disinvest in any entity covered in the Report and no part of this Report
should be construed as an expert advice or investment advice or any form of investment banking within the
meaning of any law or regulation. Without limiting the generality of the foregoing, nothing in the Report is to be
construed as CRISIL providing or intending to provide any services in jurisdictions where CRISIL does not have
the necessary permission and/or registration to carry out its business activities in this regard. Agilus Diagnostics
Limited (formerly, SRL Limited) will be responsible for ensuring compliances and consequences of non-
compliances for use of the Report or part thereof outside India. CRISIL MI&A operates independently of, and
does not have access to information obtained by CRISIL Ratings Limited / CRISIL Risk and Infrastructure
Solutions Ltd (CRIS), which may, in their regular operations, obtain information of a confidential nature. The
views expressed in this Report are that of CRISIL MI&A and not of CRISIL Ratings Limited / CRIS. No part of
this Report may be published/reproduced in any form without CRISIL’s prior written approval.”

The data used in these sources may have been reclassified by us for the purposes of presentation and may also not
be comparable. Given the scope and extent of the CRISIL Report, disclosures are limited to certain excerpts and
the CRISIL Report has not been reproduced in its entirety in this Draft Red Herring Prospectus. There are no
parts, data or information (which may be relevant for the proposed issue), that has been left out or changed in any
manner. Industry sources and publications may also base their information on estimates and assumptions that may
prove to be incorrect. The extent to which the industry and market data presented in this Draft Red Herring
Prospectus is meaningful and depends upon the reader’s familiarity with, and understanding of, the methodologies
used in compiling such information. There are no standard data gathering methodology in the industry in which
our Company conducts business and methodologies and assumptions may vary widely among different market
and industry sources. Such information involves risks, uncertainties and numerous assumptions and is subject to
change based on various factors, including those discussed in “Risk Factors – Internal Risks - Certain sections of
this Draft Red Herring Prospectus disclose information from the CRISIL Report which has been prepared
exclusively for the Offer and commissioned by our Company and paid for by our Company on behalf of the Selling
Shareholders exclusively in connection with the Offer, and any reliance on such information for making an

16
investment decision in the Offer is subject to inherent risks.” on page 61. Further, neither our Company, nor our
Promoter, Directors, Key Managerial Personnel, Senior Management Personnel, Subsidiaries, Joint Venture nor
the BRLMs appointed in relation to the Offer are “related parties” as defined under Section 2(76) of the Companies
Act, 2013, of CRISIL.

In accordance with the SEBI ICDR Regulations, the section “Basis for the Offer Price” on page 105 includes
information relating to our peer group companies.

Currency and Units of Presentation

All references to:

‘Rupees’ or ‘₹’ or ‘Rs.’ or INR are to Indian Rupees, the official currency of the Republic of India, ‘U.S.$’, ‘U.S.
Dollar’, ‘USD’ or ‘U.S. Dollars’ are to United States Dollars, the official currency of the United States of America,
‘Euro’ are to Euro, the official currency of the European Union, ‘AED’ are to United Arab Emirates Dirham, the
official currency of the United Arab Emirates, ‘NPR’ or ‘Nepalese Rupees’ are to Nepalese Rupees, the official
currency of the Federal Democratic Republic of Nepal.

In this Draft Red Herring Prospectus, our Company has presented certain numerical information. Except otherwise
stated, all figures have been expressed in millions. One million represents ‘10 lakhs’ or 1,000,000. One billion
represents 10,000 lakhs’ or 1,000,000,000. However, where any figures that may have been sourced from third-
party industry sources are expressed in denominations other than millions, such figures appear in this Draft Red
Herring Prospectus expressed in such denominations as provided in their respective sources.

Time

All references to time in this Draft Red Herring Prospectus are to Indian Standard Time. Unless indicated
otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year.

Exchange rates

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

Unless otherwise stated, the exchange rates referred to for the purpose of conversion of foreign currency amounts
into Rupee amounts, are as follows:
(in ₹)
Exchange Rate as on
Currency
March 31, 2021 March 31, 2022 March 31, 2023
1 USD 73.50 75.81 82.22
1 AED 19.94 20.55 22.36
1 NPR 0.62 0.61 0.62
Source: [Link]
Note: The exchange rate is rounded off to two decimal places.

17
 FORWARD LOOKING STATEMENTS

This Draft 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”, “shall”, “could”, “expect”, “estimate”, “intend”, “may”, “likely”, “objective”, “plan”, “project”,
“propose”, “seek to”, “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. These forward-looking statements include statements as to our business strategy, plans,
revenue and profitability (including, without limitation, any financial or operating projections or forecasts) and
other matters discussed in this Draft Red Herring Prospectus that are not historical facts. Similarly, statements
that describe our strategies, objectives, plans or goals are also “forward-looking statements”.

These forward-looking statements are based on our current plans, estimates and expectations and actual results
may differ materially from those suggested by such forward-looking statements. This could be due to risks or
uncertainties associated with expectations relating to, and including, regulatory changes pertaining to the
industries in India in which we operate and our ability to respond to them, our ability to successfully implement
our strategy, growth and expansion, technological changes, our exposure to market risks, general economic and
political conditions in India which have an impact on its 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, changes in the incidence of any natural calamities and/or violence, regulations and taxes and changes in
competition in the industries in which we operate. Certain important factors that could cause actual results to differ
materially from our expectations include, but are not limited to, the following:

No. Category Factors

1. Brand We recently changed our brand which led to certain legal proceedings that are currently pending before
risk the Delhi High Court. Any unfavorable outcome may have an adverse effect on our business,
reputation, results of operations and financial condition.
2. Brand Any failure to establish our new brand may adversely affect customer confidence in our services or
risk our inability to maintain and enhance our brand and reputation or any negative publicity and
allegations, may have an adverse impact on our business, reputation, results of operations and financial
condition.
3. Brand Our trade mark applications in relation to our new brand, “Agilus Diagnostics” and “Agilus” are not
risk yet registered, and some have been objected/opposed by other parties. Any inability to obtain
registration or otherwise protect our intellectual property rights, or any exposure to misappropriation
and infringement claims by third parties, could have an adverse effect on our business, reputation,
financial condition and results of operations.
4. Legal and Our Promoter, Fortis Healthcare Limited, is subject to certain regulatory and statutory proceedings,
regulatory including an appeal pending before the Securities Appellate Tribunal and an ongoing investigation by
risk the Serious Fraud Investigation Office for certain alleged improper transactions and non-compliance
with applicable laws and regulations including the Companies Act. Any prolonged proceedings or
adverse outcome of such proceedings in the future may have an adverse impact on our business and
reputation.
5. Business We have entered into a master service agreement with our Promoter and certain other
risk letters/agreements with our Promoter and its affiliates in respect of providing certain laboratory
management services to them and are dependent on them for a portion of our revenues. Any non-
performance, non-renewal/ revision, substantial change in the agreed rates or termination of such
agreements may adversely affect our business, results of operations and financial condition.
6. Business Any interruption at our laboratories including our global reference laboratory and regional reference
risk laboratories, customer touch points and pick-up points may affect our ability to process diagnostics
tests, which in turn may adversely affect our business, results of operations and financial condition.
7. Business Any inadequacy or delay in collection and transportation of specimens to our laboratories could
risk compromise the integrity of such specimens, which in turn could adversely affect our business, results
of operations and financial condition.
8. Business Failure to introduce new tests and services could adversely affect our business, results of operations
risk and financial condition.
9. Business We depend on third parties for our testing equipment and reagents. Any discontinuation or recall of
risk existing testing equipment and/or reagents as well as the failure or malfunction of any of our
equipment or termination of relevant agreements could adversely affect our business, results of
operations and financial condition.

18
 No. Category Factors
10. Legal and There are outstanding litigation against our Company, Promoter, Directors, Group Companies and
regulatory Subsidiaries. An adverse outcome in any of these proceedings may affect our reputation and standing
risk and impact our future business and could have a material adverse effect on our business, results of
operations, financial condition and cash flows.

For a further discussion of factors that could cause our actual results to differ from our estimates and expectations,
see “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on pages 36, 170, and 316, respectively.

There can be no assurance to 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 to be a guarantee of our future performance.

Forward-looking statements reflect current views as on the date of this Draft Red Herring Prospectus and are not
a guarantee of future performance. These statements are based on our 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. Neither our Company,
Promoter, our Directors, the Selling Shareholders, the BRLMs nor any of their respective affiliates 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 the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of
material developments pertaining to our Company and the Equity Shares from the date of the Red Herring
Prospectus until the date of Allotment. In accordance with the requirements of SEBI and as prescribed under
applicable law, each of the Selling Shareholders shall ensure that investors in India are informed of material
developments in relation to the statements and undertakings specifically undertaken or confirmed by them in the
Red Herring Prospectus until the date of Allotment. Only statements and undertakings which are specifically
confirmed or undertaken by each Selling Shareholder in relation to themselves as a Selling Shareholder and their
respective portion of the Offered Shares, as the case may be, in this Draft Red Herring Prospectus shall be deemed
to be statements and undertakings made by such Selling Shareholder.

19
 SECTION II – SUMMARY OF THE OFFER DOCUMENT

This section is a general summary of certain disclosures included in this Draft Red Herring Prospectus and is not
exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft 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 Draft Red Herring Prospectus,
including “Risk Factors”, “The Offer”, “Capital Structure”, “Objects of the Offer”, “Industry Overview”, “Our
Business”, “Our Promoter and Promoter Group”, “Restated Consolidated Financial Information”,
“Management’s Discussions and Analysis of Financial Position and Results of Operations”, “Outstanding
Litigation and Other Material Developments” and “Offer Structure” on pages 36, 69, 84, 102, 121, 170, 232, 241,
316, 353 and 399 respectively of this Draft Red Herring Prospectus.

Primary business of our Company

We are the largest diagnostics service provider in terms of number of laboratories and the second largest in terms
of revenue from operations in India as of and for the financial year ended March 31, 2023 (Source: CRISIL
Report). We have a diversified pan-India presence and offer diagnostics testing services (routine and specialized
tests), wellness and preventive care packages, hospital laboratory management services and clinical research trial
testing services. As of March 31, 2023, we had a network of 413 laboratories out of which three laboratories are
situated outside India and 43 laboratories were NABL accredited.

For further information, see “Our Business” on page 170.

Summary of the industry in which our Company operates

The Indian diagnostics services industry is expected to grow at a CAGR of 8-10% between Fiscals 2023 and 2028
to reach ₹1,150-₹1,250 billion in Fiscal 2028. COVID-19 has altered customer preferences, including expectations
in relation to convenience and quicker turn-around time. While standalone players contributed 42-46% of the total
diagnostics industry in Fiscal 2023, diagnostic chains possess better accreditations and cater to a larger set of
population through their brand reputation and operational efficiency, which have led to an increase in their share
from 13-17% to 16-20% of the overall diagnostics industry between Fiscals 2020 and 2023. (Source: CRISIL
Report)

For further information, see “Industry Overview” on page 121.

Name of Promoter

As on the date of this Draft Red Herring Prospectus, our Promoter is Fortis Healthcare Limited. For further details,
see “Our Promoter and Promoter Group” on page 232.

Offer size

The Offer comprises an Offer for Sale of up to 14,233,964 Equity Shares aggregating up to ₹ [●] million by the
Selling Shareholders. The details of the Equity Shares offered by each Selling Shareholder pursuant to the Offer
are set forth below:

Maximum number of
Name of the Selling Shareholder Date of consent letter
Offered Shares(1)(2)(3)
International Finance Corporation Up to 2,985,075 September 29, 2023
NYLIM Jacob Ballas India Fund III LLC Up to 7,462,700 September 29, 2023
Resurgence PE Investments Limited Up to 3,786,189 September 29, 2023
Notes:
(1) The Offer has been authorized by a resolution of our Board dated August 4, 2023. Further, our IPO Committee has taken on record the

approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated September 29, 2023.
(2) The Equity Shares being offered by the Selling Shareholders have been held for a period of at least one year immediately preceding the

date of filing this Draft Red Herring Prospectus with SEBI and are eligible for being offered for sale pursuant to the Offer in terms of the
SEBI ICDR Regulations. For further details, see “Other Regulatory and Statutory Disclosures- Eligibility for the Offer” on page 378.
(3) Each Selling Shareholder has, severally and not jointly, specifically confirmed its respective portion of the Offered Shares are eligible to

be offered for sale in the Offer in accordance with the SEBI ICDR Regulations. The Selling Shareholders have authorized the sale of their
respective portion of the Offered Shares. For details on the authorisation of the Selling Shareholders in relation to the Offered Shares,
see “The Offer” and “Other Regulatory and Statutory Disclosures-Authority for the Offer” on pages 69 and 378 respectively.

20
The Offer shall constitute [●]% of the post-Offer paid up Equity Share capital of our Company. For further details
of the offer, see “The Offer” and “Offer Structure” on pages 69 and 399, respectively.

Objects of the Offer

The Selling Shareholders will be entitled to the entire proceeds of the Offer after deducting their respective
portions of the Offer related expenses and relevant taxes thereon. Our Company will not receive any proceeds
from the Offer. The objects of the Offer are to (i) achieve the benefits of listing the Equity Shares on the Stock
Exchanges; and (ii) carry out the Offer for Sale of up to 14,233,964 Equity Shares by the Selling Shareholders to
meet the obligations to provide an exit to such Selling Shareholders by our Company and our Promoter under the
2012 Shareholders’ Agreement read with the Amendment Agreement. Further, our Company expects that listing
of the Equity Shares will enhance our visibility and brand image. For further details, see “Objects of the Offer”
on page 102.

Aggregate pre-Offer Shareholding of our Promoter, members of our Promoter Group and Selling
Shareholders

The aggregate pre-Offer shareholding of our Promoter and Selling Shareholders, as a percentage of the pre-Offer
paid-up Equity Share capital of our Company is set out below:

Pre-Offer
S.
Name of Shareholder % of total pre-Offer paid up
No. No. of Equity Shares
Equity Share capital (%)
Promoter
1. Fortis Healthcare Limited 45,236,779 57.68
Total (A) 45,236,779 57.68
Selling Shareholders
1. International Finance Corporation 5,970,149 7.61
2. NYLIM Jacob Ballas India Fund III LLC 12,437,811 15.86
3. Resurgence PE Investments Limited 6,310,315 8.05
Total (B) 24,718,275 31.52
Total (C) = (A)+(B) 69,955,054 89.20

As on the date of this Draft Red Herring Prospectus, none of the members of our Promoter Group hold any Equity
Shares. For further details, see “Capital Structure” on page 84.

Summary of select financial information derived from the Restated Consolidated Financial Information

The following information has been derived from our Restated Consolidated Financial Information for the
financial years ended March 31, 2021, March 31, 2022, and March 31, 2023:

(₹ in million, except per share data)

As at and for the Fiscal ended
Particulars
March 31, 2021 March 31, 2022 March 31, 2023
Equity share capital 784.26 784.26 784.26
Borrowings (Current)(A) 2.83 6.39 9.33
Borrowings (Non - Current)(B) 9.70 16.12 18.96
Total Borrowings(C=A+B) (1) 12.53 22.51 28.29
Revenue from operations(2) 10,350.73 16,049.11 13,474.62
Restated profit for the year 1,312.45 5,547.08 1,166.36
Earnings per equity share (basic)(3) 16.74 70.73 14.87
Earnings per equity share (diluted)(4) 16.62 70.21 14.76
Net Worth(5) 11,695.71 17,243.43 18,037.66
Net Asset Value per Equity Share(6) 149.13 219.87 230.00
Notes:
1. Total Borrowings is mainly unsecured loan from related party and vehicle loans.
2. Revenue from operations primarily comprises of medical testing charges and other operating revenues. Medical testing charges consists of
fees received for various tests conducted in the fields of pathology and radiology.
3. Earnings per equity share (Basic) = Restated profit for the year attributable to owners of the Company/Weighted average number of equity
shares for the purpose of basic earnings per share.
4. Earnings per equity share (Diluted) = Restated profit for the year attributable to owners of the Company / The weighted average number
of equity shares for the purpose of diluted earnings per share.
5. 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 debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,

21
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. Further, capital reserve have been excluded when computing net
worth since these were not created out of the profits.
6. Net Asset Value per Equity Share (in ₹) = Net Worth at the end of the year / Number of equity shares outstanding at the end of the year.

For further details of Non-GAAP measures, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Non-GAAP Measures” on page 345.

For further details, see “Financial Information” and “Other Financial Information” on pages 241 and 312,
respectively.

Auditor qualifications

There are no qualifications by our Statutory Auditors which have not been given effect to in the Restated
Consolidated Financial Information.

Summary of Outstanding litigation

A summary of outstanding litigation proceedings involving our Company, our Directors, our Promoter, our
Subsidiaries, and our Group Companies as on the date of this Draft Red Herring Prospectus and as disclosed in
the section titled “Outstanding Litigation and Other Material Developments” in terms of the SEBI ICDR
Regulations and the Materiality Policy is provided below:

Disciplinary actions
by SEBI or Stock
Tax Statutory Aggregate
Category of Exchanges against Material
Criminal proceedings or amount
individuals / our Promoter in the civil
proceedings (direct and regulatory involved* (₹
entities last five years, litigation#
indirect tax) proceedings in million)
including
outstanding action
Company
By the 25 NA NA NA 1 71.05
Company
Against the 3 18 4 NA 7 5,648.46##
Company
Directors
By the Nil NA NA NA Nil Nil
Directors
Against the 1 3 Nil NA 1$ 0.90
Directors
Promoter
By the 7 NA NA NA 4 6,029.44
Promoter
Against the 2 18 2^ 9 4 2,232.95
Promoter
Subsidiaries
By the 5 NA NA NA 1 9.05
Subsidiaries
Against the Nil 17 3 NA 1 2,036.74
Subsidiaries
Group Companies
Outstanding Nil NA 2 NA Nil 15.00
litigation which
may have a
material impact
on our
Company
#
Determined in accordance with the Materiality Policy.
*To the extent quantifiable, rounded off to two decimal places.
$ Daiichi Sankyo Company Limited has filed a contempt petition dated June 20, 2023 before the High Court of Judicature at Delhi (“High
Court”) against five of our Directors, namely Ravi Rajagopal, Anand Kuppuswamy, Dr. Ashutosh Raghuvanshi, Dilip Kadambi and Suvalaxmi
Chakraborty. However, the High Court has not issued any notice in respect of the aforesaid petition.
^ Includes the proceeding against our Promoter which are currently pending before the Securities Appellate Tribunal, Mumbai, in relation to
the penalty imposed on our Promoter by SEBI in connection with the show cause notice dated November 20, 2020.
##
The amount involved is inclusive of a joint claim against our Subsidiary, Agilus Pathlabs.

22
For further details, see “Outstanding Litigation and Other Material Developments” on page 353.

Risk factors

Specific attention of the Investors is invited to “Risk Factors” on page 36 to have an informed view before making
an investment decision.

Summary of contingent liabilities

The following is a summary table of our contingent liabilities as at March 31, 2023 as per Ind AS 37 - Provisions,
Contingent Liabilities and Contingent Assets derived from the Restated Consolidated Financial Information:

(a) Claims against the Group, disputed by the Group, not acknowledged as debt:

(₹ in million)

Particulars As at March 31, 2023

Income tax 2,712.63
Medical related 560.82
Service tax 96.59
Others 41.75
Total 3,411.79

(b) Further, refer claims assessed as contingent liability described in Note 56, 57 and 58 of the Restated Consolidated
Financial Information.

(c) The Group has received a claim of ₹ 93.50 million from an ex-employee alleging certain dues payable by the Group to
him in respect to his variable pay, provident fund and ESOPs. The ex-employee has also filed a similar claim of ₹ 192.30
million on the Parent Company (Fortis Healthcare Limited). Subsequently, the claimant has filed a petition with National
Company Law Tribunal (NCLT) and revised his claim amount to ₹ 363.78 million. The Group has filed the response to
the petition on merits submitting that the Petition is not maintainable either under facts or law. The matter is currently
pending with National Company Law Tribunal.

(d) On 28 February 2019, a judgment of the Supreme Court of India interpreting certain statutory defined contribution
obligations of employees and employers (the "India Defined Contribution Obligation") altered historical understandings
of such obligations, extending them to cover additional portions of the employee's income to measure obligations under
employees Provident Fund Act, 1952. There are numerous interpretative issues relating to this judgement as to how the
liability should be calculated, including the period of assessment, the application with respect to certain current and
former employees and whether interest and penalties may be assessed. As such, the Group has been legally advised not
to consider that there is any probable obligations for periods prior to date of aforesaid judgment.

(e) Further refer Note no. 53 for contingent liabilities related to joint venture.

Additionally, the Group is involved in other disputes, lawsuits, claims, governmental and/or regulatory inspections,
inquiries, investigations and proceedings, including commercial matters that arise from time to time in the ordinary
course of business.

The Group believes that none of the above matters either individually or in aggregate, are expected to have material
adverse effect on its financial statements. The cash flows in respect of above matters are determinable only on receipt of
judgements/decisions pending at various stages/forums.

For further information, see “Restated Consolidated Financial Information – Note 42 Contingent Liabilities:
Claims against the Group, disputed by the Group, not acknowledged as debt” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” on pages 288 and 316, respectively.

23
Summary of related party transactions

A summary of the related party transactions entered into by our Company in the financial years ended March 31,
2021, March 31, 2022, and March 31, 2023, as per Ind AS 24 – Related Party Disclosures derived from the
Restated Consolidated Financial Information is detailed below:
(in ₹ million)
as a % of as a % of as a % of
Revenue Revenue Revenue
from from from
For the year For the year For the year
Operations Operations Operations
Particulars ended 31 ended 31 ended 31
for the year for the year for the year
March 2021 March 2022 March 2023
ended ended ended
March 31, March 31, March 31,
2021 2022 2023
Rendering of services:
Escorts Heart Institute & Research 133.66 1.29% 166.75 1.04% 175.35 1.30%
Centre Limited
Fortis C-DOC Healthcare Limited 5.98 0.06% 7.94 0.05% 8.47 0.06%
Fortis Health Management Limited 13.56 0.13% 18.09 0.11% 21.09 0.16%
Fortis Healthcare Limited 147.91 1.43% 142.07 0.89% 170.85 1.27%
Fortis Hospitals Limited 884.30 8.54% 1,051.93 6.55% 1140.58 8.46%
Fortis Malar Hospitals Limited 27.65 0.27% 37.21 0.23% 34.60 0.26%
Hiranandani Healthcare Private 62.79 0.61% 80.70 0.50% 57.93 0.43%
Limited
Agilus Diagnostics Nepal Private 17.64 0.17% 21.42 0.13% 23.43 0.17%
Limited
DDRC Agilus Pathlabs Limited 10.14 0.10% - 0.00% 0.00 0.00%
International Hospital Limited 12.00 0.12% 12.16 0.08% 13.50 0.10%
Apollo Gleneagles Hospital Limited 5.63 0.05% 0.32 0.00% - 0.00%
Apollo Hospitals Enterprises Limited 4.32 0.04% 0.11 0.00% - 0.00%
Lanka Hospitals Diagnostics (Pvt) Ltd 6.51 0.06% 4.21 0.03% 4.69 0.03%
Centre for Digestive and Kidney 1.87 0.02% 10.05 0.06% - 0.00%
Diseases (India) Private Limited
Ravindranath GE Medical Associates - 0.00% 0.18 0.00% - 0.00%
Private Limited
Bharat Insecticides Limited 0.15 0.00% 0.02 0.00% - 0.00%
Continental Hospitals Private Limited - 0.00% 0.14 0.00% - 0.00%
Total 1,334.11 12.89% 1,553.30 9.68% 1,650.49 12.25%

(in ₹ million)
as a % of as a % of as a % of
Other Other Other
For the year Income for For the year Income for For the year Income for
Particulars ended 31 the year ended 31 the year ended 31 the year
March 2021 ended March 2022 ended March 2023 ended
March 31, March 31, March 31,
2021 2022 2023
Other income:
DDRC Agilus Pathlabs Limited 12.6 4.92% 0.14 0.10% - 0.00%
Total 12.60 4.92% 0.14 0.10% - 0.00%

(in ₹ million)
as a % of as a % of as a % of
Cost of test Cost of test Cost of test
For the year outsourced For the year outsourced For the year outsourced
Particulars ended 31 for the year ended 31 for the year ended 31 for the year
March 2021 ended March 2022 ended March 2023 ended
March 31, March 31, March 31,
2021 2022 2023
Cost of test outsourced
Fortis Hospitals Limited 4.12 3.40% 6.22 4.27% 4.82 2.84%
Fortis Healthcare Limited 0.02 0.02% 0.13 0.09% 0.62 0.37%
Fortis Health Management Limited 0.43 0.35% 1.55 1.06% - 0.00%
Escorts Heart Institute & Research 0.03 0.02% 0.02 0.01% 0.02 0.01%
Centre Limited

24
 as a % of as a % of as a % of
Cost of test Cost of test Cost of test
For the year outsourced For the year outsourced For the year outsourced
Particulars ended 31 for the year ended 31 for the year ended 31 for the year
March 2021 ended March 2022 ended March 2023 ended
March 31, March 31, March 31,
2021 2022 2023
Total 4.60 3.79% 7.92 5.44% 5.46 3.22%

(in ₹ million)
as a % of as a % of as a % of
Miscellaneo Miscellaneo Miscellaneo
For the year us expenses For the year us expenses For the year us expenses
Particulars ended 31 for the year ended 31 for the year ended 31 for the year
March 2021 ended March 2022 ended March 2023 ended
March 31, March 31, March 31,
2021 2022 2023
Reimbursement of expenses to:
Escorts Heart Institute & Research 12.19 17.82% 5.40 6.05% - 0.00%
Centre Limited
Fortis Healthcare Limited 1.92 2.80% 2.37 2.65% 3.85 4.89%
Fortis Hospitals Limited 6.46 9.44% 5.59 6.26% 5.59 7.11%
Hiranandani Healthcare Private 6.53 9.53% 7.07 7.92% 1.89 2.40%
Limited
Agilus Diagnostics Nepal Private 0.96 1.40% 1.50 1.68% 1.90 2.42%
Limited
DDRC Agilus Pathlabs Limited 1.53 2.24% - 0.00% - 0.00%
Total 29.59 43.23% 21.93 24.57% 13.23 16.82%

(in ₹ million)
as a % of as a % of as a % of
Miscellaneo Miscellaneo Miscellaneo
For the year us expenses For the year us expenses For the year us expenses
Particulars ended 31 for the year ended 31 for the year ended 31 for the year
March 2021 ended March 2022 ended March 2023 ended
March 31, March 31, March 31,
2021 2022 2023
Reimbursement of expenses from:
Escorts Heart Institute & Research 1.18 1.72% 1.36 1.52% - 0.00%
Centre Limited
Fortis Healthcare Limited 1.12 1.64% 2.52 2.82% 0.94 1.19%
Fortis Hospitals Limited 18.44 26.95% 19.39 21.72% 0.01 0.01%
Hiranandani Healthcare Private 24.40 35.66% 31.13 34.87% 15.26 19.40%
Limited
Fortis Malar Hospitals Limited 1.40 2.05% 1.53 1.72% - 0.00%
Agilus Diagnostics Nepal Private 0.23 0.34% 0.12 0.13% 1.64 2.08%
Limited
Total 46.77 68.36% 56.05 62.79% 17.85 22.69%

(in ₹ million)
as a % of as a % of as a % of
Employee Employee Employee
benefits benefits benefits
For the year For the year For the year
expense for expense for expense for
Particulars ended 31 ended 31 ended 31
the year the year the year
March 2021 March 2022 March 2023
ended ended ended
March 31, March 31, March 31,
2021 2022 2023
Remuneration to key managerial
personnel
Mr. Anand K, Chief Executive Officer 13.83 0.57% 32.93 1.07% 48.20 1.57%
Mr. Mangesh Shrikant Shirodkar, 7.83 0.32% 9.53 0.31% 15.37 0.50%
Chief Financial Officer
Mr. Arindam Haldar, Chief Executive 24.50 1.01% - 0.00% - 0.00%

25
 as a % of as a % of as a % of
Employee Employee Employee
benefits benefits benefits
For the year For the year For the year
expense for expense for expense for
Particulars ended 31 ended 31 ended 31
the year the year the year
March 2021 March 2022 March 2023
ended ended ended
March 31, March 31, March 31,
2021 2022 2023
Officer
Mr. Sumit Goel, Company Secretary 1.92 0.08% 2.37 0.08% 0.17 0.01%
Mr. Murlee Manohar Jain, Company - 0.00% - 0.00% 3.68 0.12%
Secretary
Mr. Ravi Rajagopal 2.12 0.09% 1.53 0.05% 1.30 0.04%
Ms. Suvalaxmi Chakraborty 2.36 0.10% 1.65 0.05% 1.77 0.06%
Total 52.56 2.16% 48.01 1.56% 70.49 2.29%

(in ₹ million)
as a % of as a % of as a % of
cost of cost of cost of
material material material
For the year For the year For the year
consumed consumed consumed
Particulars ended 31 ended 31 ended 31
for the year for the year for the year
March 2021 March 2022 March 2023
ended ended ended
March 31, March 31, March 31,
2021 2022 2023
Purchase of reagents and
consumables
Fortis Hospitals Limited 1.44 0.05% 1.46 0.04% 2.29 0.07%
Fortis Health Management Limited 0.13 0.00% 0.05 0.00% - 0.00%
Hiranandani Healthcare Private 0.03 0.00% 0.08 0.00% 0.01 0.00%
Limited
Trivitron Health Care Private Limited 1.73 0.06% - 0.00% - 0.00%
Total 3.33 0.12% 1.59 0.04% 2.30 0.07%

(in ₹ million)
as a % of as a % of as a % of
Property, Property, Property,
For the year For the year For the year
plant and plant and plant and
Particulars ended 31 ended 31 ended 31
equipment equipment equipment
March 2021 March 2022 March 2023
as of March as of March as of March
31, 2022 31, 2022 31, 2023
Sale of property, plant and
equipment
Hiranandani Healthcare Private - 0.00% - 0.00% 16.70 0.54%
Limited
Total - 0.00% - 0.00% 16.70 0.54%

(in ₹ million)
as a % of as a % of as a % of
Current Current Total
For the year For the year For the year
Financial Financial Financial
Particulars ended 31 ended 31 ended 31
Assets as of Assets as of Assets as of
March 2021 March 2022 March 2023
March 31, March 31, March 31,
2021 2022 2023
Loans repaid
Fortis Hospitals Limited 152.60 2.47% 749.20 14.32% - 0.00%
Escorts Heart Institute and Research 38.80 0.63% 188.40 3.60% - 0.00%
Limited
Hiranandani Healthcare Private 36.90 0.60% 134.10 2.56% - 0.00%
Limited
Total 228.30 3.69% 1,071.70 20.48% - 0.00%

26
 (in ₹ million)
as a % of as a % of as a % of
Other Other Other
For the year Income for For the year Income for For the year Income for
Particulars ended 31 the year ended 31 the year ended 31 the year
March 2021 ended March 2022 ended March 2023 ended
March 31, March 31, March 31,
2021 2022 2023
Interest income
Fortis Hospitals Limited 86.17 33.63% 7.67 5.71% - 0.00%
Escorts Heart Institute and Research 21.72 8.48% 3.66 2.72% - 0.00%
Limited
Hiranandani Healthcare Private 16.20 6.32% 2.38 1.77% - 0.00%
Limited
Total 124.09 48.43% 13.71 10.20% - 0.00%

(in ₹ million)
as a % of as a % of as a % of
Other Other Other
For the year Income for For the year Income for For the year Income for
Particulars ended 31 the year ended 31 the year ended 31 the year
March 2021 ended March 2022 ended March 2023 ended
March 31, March 31, March 31,
2021 2022 2023
Dividend income
DDRC Agilus Pathlabs Limited 280.00 109.29% 110.45 82.21% - 0.00%
Total 280.00 109.29% 110.45 82.21% - 0.00%

(in ₹ million)
as a % of as a % of as a % of
Dividend Dividend Dividend
For the year For the year For the year
paid for the paid for the paid for the
Particulars ended 31 ended 31 ended 31
year ended year ended year ended
March 2021 March 2022 March 2023
March 31, March 31, March 31,
2021 2022 2023
Dividend paid
Fortis Healthcare Limited - 0.00% - 0.00% 214.87 57.68%
Total - 0.00% - 0.00% 214.87 57.68%

A summary of the related party transactions prior to elimination of intra-group transactions during the Fiscals
ended March 31, 2023, March 31, 2022, and March 31, 2021 in accordance with SEBI ICDR Regulations is
detailed below:
(₹ in million)
Financial Financial Financial
Year ended Year ended Year ended
Reporting Entity Nature Transacting entity
31 March 31 March 31 March
2021 2022 2023
Agilus Diagnostics Rendering of services Escorts Heart Institute & 133.66 166.75 175.35
Limited Research Centre Limited
Agilus Diagnostics Rendering of services Fortis C-DOC Healthcare 5.98 7.94 8.47
Limited Limited
Agilus Diagnostics Rendering of services Fortis Health Management 13.56 18.09 21.09
Limited Limited
Agilus Diagnostics Rendering of services Fortis Healthcare Limited 147.91 142.07 170.85
Limited
Agilus Diagnostics Rendering of services Fortis Hospitals Limited 884.30 1,051.93 1,140.58
Limited
Agilus Diagnostics Rendering of services Fortis Malar Hospitals 27.65 37.21 34.60
Limited Limited
Agilus Diagnostics Rendering of services Hiranandani Healthcare 62.79 80.70 57.93
Limited Private Limited
Agilus Diagnostics Rendering of services Agilus Diagnostics FZ LLC 24.04 35.29 46.69
Limited
Agilus Diagnostics Rendering of services Agilus Diagnostics Nepal 17.64 21.42 23.43
Limited Private Limited

27
 Financial Financial Financial
Year ended Year ended Year ended
Reporting Entity Nature Transacting entity
31 March 31 March 31 March
2021 2022 2023
Agilus Diagnostics Rendering of services Agilus Pathlabs Private 19.03 12.78 24.46
Limited Limited
Agilus Diagnostics Rendering of services Agilus Pathlabs Reach 4.27 11.52 6.87
Limited Limited
Agilus Diagnostics Rendering of services DDRC Agilus Pathlabs 10.14 14.63 27.03
Limited Limited
Agilus Diagnostics Rendering of services International Hospital 12.00 12.16 13.50
Limited Limited
Agilus Diagnostics Rendering of services Apollo Gleneagles Hospital 5.63 0.32 -
Limited Limited
Agilus Diagnostics Rendering of services Apollo Hospitals Enterprises 4.32 0.11 -
Limited Limited
Agilus Diagnostics Rendering of services Lanka Hospitals Diagnostics 6.51 4.21 4.69
Limited (Pvt) Ltd
Agilus Diagnostics Rendering of services Centre for Digestive and 1.87 10.05 -
Limited Kidney Diseases (India)
Private Limited
Agilus Diagnostics Rendering of services Ravindranath GE Medical - 0.18 -
Limited Associates Private Limited
Agilus Diagnostics Rendering of services Bharat Insecticides Limited 0.15 0.02 -
Limited
Agilus Diagnostics Rendering of services Continental Hospitals - 0.14 -
Limited Private Limited
Agilus Diagnostics Receiving of services Fortis Hospitals Limited 4.12 6.22 4.82
Limited - Cost of test
outsourced
Agilus Diagnostics Receiving of services Fortis Healthcare Limited 0.02 0.13 0.62
Limited - Cost of test
outsourced
Agilus Diagnostics Receiving of services Fortis Health Management 0.43 1.55 -
Limited - Cost of test Limited
outsourced
Agilus Diagnostics Receiving of services Escorts Heart Institute & 0.03 0.02 0.02
Limited - Cost of test Research Centre Limited
outsourced
Agilus Diagnostics Receiving of services Agilus Pathlabs Private 15.62 14.02 31.56
Limited - Cost of test Limited
outsourced
Agilus Diagnostics Reimbursement of Escorts Heart Institute & 12.19 5.40 -
Limited expenses to Research Centre Limited
Agilus Diagnostics Reimbursement of Fortis Healthcare Limited 1.92 2.37 3.85
Limited expenses to
Agilus Diagnostics Reimbursement of Fortis Hospitals Limited 6.46 5.59 5.59
Limited expenses to
Agilus Diagnostics Reimbursement of Hiranandani Healthcare 6.53 7.07 1.89
Limited expenses to Private Limited
Agilus Diagnostics Reimbursement of Agilus Pathlabs Private 7.72 - -
Limited expenses to Limited
Agilus Diagnostics Reimbursement of Agilus Diagnostics Nepal 0.96 1.50 1.90
Limited expenses to Private Limited
Agilus Diagnostics Reimbursement of DDRC Agilus Pathlabs 1.53 3.81 3.38
Limited expenses to Limited
Agilus Diagnostics Reimbursement of Escorts Heart Institute & 1.18 1.36 -
Limited expenses from Research Centre Limited
Agilus Diagnostics Reimbursement of Fortis Healthcare Limited 1.12 2.52 0.94
Limited expenses from
Agilus Diagnostics Reimbursement of Fortis Hospitals Limited 18.44 19.39 0.01
Limited expenses from
Agilus Diagnostics Reimbursement of Hiranandani Healthcare 24.40 31.13 15.26
Limited expenses from Private Limited
Agilus Diagnostics Reimbursement of Fortis Malar Hospitals 1.40 1.53 -

28
 Financial Financial Financial
Year ended Year ended Year ended
Reporting Entity Nature Transacting entity
31 March 31 March 31 March
2021 2022 2023
Limited expenses from Limited
Agilus Diagnostics Reimbursement of Agilus Diagnostics Nepal 0.23 0.12 1.64
Limited expenses from Private Limited
Agilus Diagnostics Reimbursement of Agilus Diagnostics FZ LLC 0.36 0.40 1.42
Limited expenses from
Agilus Diagnostics Reimbursement of Agilus Pathlabs Private 0.25 - -
Limited expenses from Limited
Agilus Diagnostics Reimbursement of DDRC Agilus Pathlabs - 1.32 -
Limited expenses from Limited
Agilus Diagnostics Remuneration to key Mr. Anand K, Chief 13.83 32.93 48.20
Limited managerial personnel Executive Officer
Agilus Diagnostics Remuneration to key Mr. Mangesh Shrikant 7.83 9.53 15.37
Limited managerial personnel Shirodkar, Chief Financial
Officer
Agilus Diagnostics Remuneration to key Mr. Arindam Haldar, Chief 24.50 - -
Limited managerial personnel Executive Officer
Agilus Diagnostics Remuneration to key Mr. Sumit Goel, Company 1.92 2.37 0.17
Limited managerial personnel Secretary
Agilus Diagnostics Remuneration to key Mr. Murlee Manohar Jain, - - 3.68
Limited managerial personnel Company Secretary
Agilus Diagnostics Remuneration to key Mr. Ravi Rajagopal 2.12 1.53 1.30
Limited managerial personnel
Agilus Diagnostics Remuneration to key Ms. Suvalaxmi Chakraborty 2.36 1.65 1.77
Limited managerial personnel
Agilus Diagnostics Purchase of reagents Fortis Hospitals Limited 1.44 1.46 2.29
Limited and consumables
Agilus Diagnostics Purchase of reagents Fortis Health Management 0.13 0.05 -
Limited and consumables Limited
Agilus Diagnostics Purchase of reagents Hiranandani Healthcare 0.03 0.08 0.01
Limited and consumables Private Limited
Agilus Diagnostics Purchase of reagents DDRC Agilus Pathlabs - 1.20 5.71
Limited and consumables Limited
Agilus Diagnostics Purchase of reagents Agilus Pathlabs Private 1.89 - -
Limited and consumables Limited
Agilus Diagnostics Purchase of reagents Trivitron Health Care 1.73 - -
Limited and consumables Private Limited
Agilus Diagnostics Sale of reagents and DDRC Agilus Pathlabs - - 0.12
Limited consumables Limited
Agilus Diagnostics Purchase of property, Agilus Pathlabs Private 8.84 0.41 2.55
Limited plant and equipment Limited
Agilus Diagnostics Purchase of property, DDRC Agilus Pathlabs - 4.20 8.46
Limited plant and equipment Limited
Agilus Diagnostics Sale of property, Agilus Pathlabs Private 2.20 0.76 2.91
Limited plant and equipment Limited
Agilus Diagnostics Sale of property, Agilus Pathlabs Reach - 0.29 0.28
Limited plant and equipment Limited
Agilus Diagnostics Sale of property, DDRC Agilus Pathlabs - 1.38 0.18
Limited plant and equipment Limited
Agilus Diagnostics Sale of property, Hiranandani Healthcare - - 16.70
Limited plant and equipment Private Limited
Agilus Diagnostics Loans given during Agilus Pathlabs Private 100.00 - 250.00
Limited the year Limited
Agilus Diagnostics Loans given during Agilus Diagnostics FZ LLC 29.84 - -
Limited the year
Agilus Diagnostics Repayments of loans Agilus Pathlabs Private 140.00 180.00 -
Limited given Limited
Agilus Diagnostics Repayments of loans Fortis Hospitals Limited 152.60 749.20 -
Limited given
Agilus Diagnostics Repayments of loans Escorts Heart Institute & 38.80 188.40 -
Limited given Research Centre Limited
Agilus Diagnostics Repayments of loans Hiranandani Healthcare 36.90 134.10 -

29
 Financial Financial Financial
Year ended Year ended Year ended
Reporting Entity Nature Transacting entity
31 March 31 March 31 March
2021 2022 2023
Limited given Private Limited
Agilus Diagnostics Interest income Fortis Hospitals Limited 86.17 7.67 -
Limited
Agilus Diagnostics Interest income Escorts Heart Institute & 21.72 3.66 -
Limited Research Centre Limited
Agilus Diagnostics Interest income Hiranandani Healthcare 16.20 2.38 -
Limited Private Limited
Agilus Diagnostics Interest income Agilus Pathlabs Private 120.47 106.60 99.77
Limited Limited
Agilus Diagnostics Interest income Agilus Diagnostics FZ LLC 0.91 3.13 3.13
Limited
Agilus Diagnostics Dividend income DDRC Agilus Pathlabs - - 186.26
Limited Limited
Agilus Diagnostics Dividend income Agilus Pathlabs Private - 390.48 186.23
Limited Limited
Agilus Diagnostics Dividend paid Fortis Healthcare Limited - - 214.87
Limited
Agilus Diagnostics ESOP stock option to Agilus Pathlabs Private 0.67 - -
Limited subsidiary Limited
Agilus Diagnostics Impairment in value Agilus Diagnostics FZ LLC - - 117.84
Limited of investment
Agilus Diagnostics Impairment in value Agilus Pathlabs Reach 13.79 - -
Limited of investment Limited
Agilus Diagnostics Deemed investment Agilus Pathlabs Private - - 463.05
Limited Limited
Agilus Diagnostics Reversal of loss Agilus Diagnostics FZ LLC - - 19.48
Limited allowance - Trade
receivable
Agilus Diagnostics Reversal of loss Agilus Pathlabs Reach - - 6.81
Limited allowance - Trade Limited
receivable
Agilus Diagnostics Trade Receivables Escorts Heart Institute & 50.56 30.75 35.73
Limited Research Centre Limited
Agilus Diagnostics Trade Receivables Fortis C-DOC Healthcare 27.73 32.94 38.69
Limited Limited
Agilus Diagnostics Trade Receivables Fortis Health Management 1.40 1.29 2.07
Limited Limited
Agilus Diagnostics Trade Receivables Fortis Healthcare Limited 31.95 50.03 45.91
Limited
Agilus Diagnostics Trade Receivables Fortis Hospitals Limited 123.79 147.99 140.16
Limited
Agilus Diagnostics Trade Receivables Fortis Malar Hospitals 3.18 6.81 2.90
Limited Limited
Agilus Diagnostics Trade Receivables Hiranandani Healthcare 79.82 28.19 4.13
Limited Private Limited
Agilus Diagnostics Trade Receivables Agilus Diagnostics FZ LLC 138.34 159.70 132.61
Limited
Agilus Diagnostics Trade Receivables Agilus Diagnostics Nepal 15.26 13.66 26.68
Limited Private Limited
Agilus Diagnostics Trade Receivables Agilus Pathlabs Reach 26.47 29.59 16.56
Limited Limited
Agilus Diagnostics Trade Receivables Agilus Pathlabs Private 7.50 7.07 7.77
Limited Limited
Agilus Diagnostics Trade Receivables DDRC Agilus Pathlabs 0.76 0.74 18.56
Limited Limited
Agilus Diagnostics Trade Receivables International Hospital 2.03 0.76 1.04
Limited Limited
Agilus Diagnostics Trade Receivables Apollo Gleneagles Hospital 2.09 - -
Limited Limited
Agilus Diagnostics Trade Receivables Ravindranath GE Medical 0.01 0.08 0.01
Limited Associates Private Limited

30
 Financial Financial Financial
Year ended Year ended Year ended
Reporting Entity Nature Transacting entity
31 March 31 March 31 March
2021 2022 2023
Agilus Diagnostics Trade Receivables Apollo Hospitals Enterprises 1.12 - -
Limited Limited
Agilus Diagnostics Trade Receivables Lanka Hospitals Diagnostics 1.25 2.07 -
Limited (Pvt) Ltd
Agilus Diagnostics Trade Receivables Bharat Insecticides Limited 0.01 0.03 0.03
Limited
Agilus Diagnostics Trade Receivables Centre for Digestive and 0.73 0.04 0.04
Limited Kidney Diseases (India)
Private Limited
Agilus Diagnostics Trade payables Fortis Healthcare Limited 1.42 0.30 0.90
Limited
Agilus Diagnostics Trade payables Agilus Diagnostics Nepal - - 0.80
Limited Private Limited
Agilus Diagnostics Trade payables Agilus Pathlabs Private 14.70 7.88 14.28
Limited Limited
Agilus Diagnostics Other financial Fortis Healthcare Limited 1.25 - 0.87
Limited liabilities
Agilus Diagnostics Other financial Agilus Diagnostics Nepal - 0.55 -
Limited liabilities Private Limited
Agilus Diagnostics Other financial Agilus Pathlabs Private - - 1.62
Limited liabilities Limited
Agilus Diagnostics Other financial DDRC Agilus Pathlabs - - 0.36
Limited liabilities Limited
Agilus Diagnostics Loan receivable Agilus Pathlabs Private 1,050.00 870.00 1,146.10
Limited (including interest Limited
accrued)
Agilus Diagnostics Loan receivable Agilus Diagnostics FZ LLC 30.75 30.61 30.61
Limited (including interest
accrued)
Agilus Diagnostics Loan receivable Fortis Hospitals Limited 767.72 - -
Limited (including interest
accrued)
Agilus Diagnostics Loan receivable Escorts Heart Institute & 193.08 - -
Limited (including interest Research Centre Limited
accrued)
Agilus Diagnostics Loan receivable Hiranandani Healthcare 137.50 - -
Limited (including interest Private Limited
accrued)
Agilus Diagnostics Advances Agilus Diagnostics Nepal 0.81 - -
Limited recoverable Private Limited
Agilus Diagnostics Advances Lanka Hospitals Diagnostics 0.40 0.40 0.40
Limited recoverable (Pvt) Ltd
Agilus Diagnostics Advances Agilus Diagnostics FZ LLC 5.71 0.17 1.97
Limited recoverable
Agilus Diagnostics Advances Agilus Pathlabs Reach - - 0.18
Limited recoverable Limited
Agilus Diagnostics Advance from Lanka Hospitals Diagnostics - - 0.63
Limited customers (Pvt) Ltd
Agilus Diagnostics Advance from Jacob Ballas Capital India 0.02 0.02 0.02
Limited customers Private Limited
Agilus Diagnostics Expected credit loss Agilus Diagnostics FZ LLC 114.30 114.30 94.82
Limited allowance - Trade
Receivable
Agilus Diagnostics Expected credit loss Agilus Pathlabs Reach 6.81 6.81 -
Limited allowance - Trade Limited
Receivable
Agilus Diagnostics Loss allowance on Agilus Diagnostics FZ LLC - - 29.84
Limited loan
Agilus Diagnostics Impairment in value Agilus Pathlabs Reach 80.00 80.00 80.00
Limited of investment Limited
Agilus Diagnostics Impairment in value Agilus Diagnostics FZ LLC 233.61 233.61 351.45

31
 Financial Financial Financial
Year ended Year ended Year ended
Reporting Entity Nature Transacting entity
31 March 31 March 31 March
2021 2022 2023
Limited of investment
Agilus Pathlabs Private Rendering of services Agilus Diagnostics Limited 15.62 14.02 31.56
Limited
Agilus Pathlabs Private Other income DDRC Agilus Pathlabs 12.60 12.60 12.60
Limited (Miscellaneous Limited
income)
Agilus Pathlabs Private Receiving of services Agilus Diagnostics Limited 19.03 12.78 24.46
Limited
Agilus Pathlabs Private Reimbursement of Agilus Diagnostics Limited 0.25 - -
Limited expenses to
Agilus Pathlabs Private Reimbursement of Agilus Diagnostics Limited 7.72 - -
Limited expenses from
Agilus Pathlabs Private Sale of reagents and Agilus Diagnostics Limited 1.89 - -
Limited consumables
Agilus Pathlabs Private Purchase of property, Agilus Diagnostics Limited 2.20 0.76 2.91
Limited plant and equipment
Agilus Pathlabs Private Sale of property, Agilus Diagnostics Limited 8.84 0.41 2.55
Limited plant and equipment
Agilus Pathlabs Private Borrowings availed Agilus Diagnostics Limited 100.00 - 250.00
Limited
Agilus Pathlabs Private Borrowings repaid Agilus Diagnostics Limited 140.00 180.00 -
Limited
Agilus Pathlabs Private Interest Expense Agilus Diagnostics Limited 120.47 106.60 99.77
Limited
Agilus Pathlabs Private Dividend income DDRC Agilus Pathlabs 280.00 110.45 186.26
Limited Limited
Agilus Pathlabs Private Dividend paid Agilus Diagnostics Limited - 390.48 186.23
Limited
Agilus Pathlabs Private Employee stock Agilus Diagnostics Limited 0.67 - -
Limited option expense
Agilus Pathlabs Private Trade Receivables Agilus Diagnostics Limited 7.66 7.88 14.28
Limited
Agilus Pathlabs Private Trade Receivables DDRC Agilus Pathlabs - 1.13 1.13
Limited Limited
Agilus Pathlabs Private Trade payables Agilus Diagnostics Limited 7.50 7.07 6.15
Limited
Agilus Pathlabs Private Borrowings Agilus Diagnostics Limited 1,050.00 870.00 1,146.10
Limited (including interest
accrued)
Agilus Pathlabs Private Advances Agilus Diagnostics Limited 7.04 - -
Limited recoverable
Agilus Pathlabs Reach Receiving of services Agilus Diagnostics Limited 4.27 11.52 6.87
Limited
Agilus Pathlabs Reach Reimbursement of Agilus Diagnostics Limited - - 0.23
Limited expenses from
Agilus Pathlabs Reach Purchase of property, Agilus Diagnostics Limited - 0.29 0.28
Limited plant and equipment
Agilus Pathlabs Reach Trade payables Agilus Diagnostics Limited 26.47 29.59 16.56
Limited
Agilus Pathlabs Reach Other financial Agilus Diagnostics Limited - - 0.18
Limited liabilities
DDRC Agilus Pathlabs Rendering of services Agilus Diagnostics Limited - 1.25 -
Limited
DDRC Agilus Pathlabs Rendering of services DIAL Scans 0.41 0.39 -
Limited
DDRC Agilus Pathlabs Rendering of services Doctors Diagnostic Centre 8.45 28.94 -
Limited Private Limited
DDRC Agilus Pathlabs Receiving of services Agilus Diagnostics Limited 10.14 14.63 27.03
Limited
DDRC Agilus Pathlabs Receiving of services Agilus Pathlabs Private 12.60 12.60 12.60
Limited - Legal & Limited

32
 Financial Financial Financial
Year ended Year ended Year ended
Reporting Entity Nature Transacting entity
31 March 31 March 31 March
2021 2022 2023
professional expenses
DDRC Agilus Pathlabs Receiving of services Ajith Joy - 32.04 -
Limited - Professional fees to
doctors
DDRC Agilus Pathlabs Receiving of services Smitha Ajith 4.23 4.32 -
Limited - Professional fees to
doctors
DDRC Agilus Pathlabs Receiving of services Ajith Joy 34.08 1.09 -
Limited - Managerial
Remuneration
DDRC Agilus Pathlabs Receiving of services Elsy Joseph 9.30 - -
Limited - Managerial
Remuneration
DDRC Agilus Pathlabs Receiving of services Ajith Joy 9.50 10.34 -
Limited - Rent
DDRC Agilus Pathlabs Receiving of services Elsy Joseph 0.48 0.49 -
Limited - Rent
DDRC Agilus Pathlabs Receiving of services Asha Joseph - 1.01 -
Limited - Rent
DDRC Agilus Pathlabs Reimbursement of Agilus Diagnostics Limited 1.53 3.81 3.38
Limited expenses from
DDRC Agilus Pathlabs Purchase of reagents Agilus Diagnostics Limited - 1.32 -
Limited and consumables
DDRC Agilus Pathlabs Sale of reagents and Agilus Diagnostics Limited - - 5.28
Limited consumables
DDRC Agilus Pathlabs Purchase of property, Agilus Diagnostics Limited - 1.38 0.22
Limited plant and equipment
DDRC Agilus Pathlabs Sale of property, Agilus Diagnostics Limited - 4.20 7.16
Limited plant and equipment
DDRC Agilus Pathlabs Dividend paid Agilus Diagnostics Limited - - 186.26
Limited
DDRC Agilus Pathlabs Dividend paid Agilus Pathlabs Private - 110.45 186.26
Limited Limited
DDRC Agilus Pathlabs Dividend paid Ajith Joy - 52.47 -
Limited
DDRC Agilus Pathlabs Dividend paid Elsy Joseph - 57.99 -
Limited
DDRC Agilus Pathlabs Trade payables Agilus Diagnostics Limited 0.76 0.74 18.59
Limited
DDRC Agilus Pathlabs Trade payables Agilus Pathlabs Private - 1.13 1.13
Limited Limited
DDRC Agilus Pathlabs Trade payables Ajith Joy - 0.57 -
Limited
DDRC Agilus Pathlabs Trade Receivables Doctors Diagnostic Centre - 0.61 -
Limited Private Limited
DDRC Agilus Pathlabs Trade Receivables DIAL Scans - 0.03 -
Limited
Agilus Diagnostics FZ Receiving of services Agilus Diagnostics Limited 24.04 35.29 46.69
LLC
Agilus Diagnostics FZ Reimbursement of Agilus Diagnostics Limited 0.36 0.40 1.42
LLC expenses to
Agilus Diagnostics FZ Interest Expense Agilus Diagnostics Limited 0.91 3.13 3.13
LLC
Agilus Diagnostics FZ Loan received during Agilus Diagnostics Limited 29.84 - -
LLC the year
Agilus Diagnostics FZ Trade Receivables Mena Healthcare Investment 25.41 26.61 28.71
LLC Company Limited, BVI
Agilus Diagnostics FZ Trade payables Agilus Diagnostics Limited 138.34 159.70 132.61
LLC
Agilus Diagnostics FZ Borrowings Agilus Diagnostics Limited 30.75 30.61 30.61
LLC (including interest

33
 Financial Financial Financial
Year ended Year ended Year ended
Reporting Entity Nature Transacting entity
31 March 31 March 31 March
2021 2022 2023
accrued)
Agilus Diagnostics FZ Borrowings Medical Management 1.17 1.22 1.32
LLC (including interest Company Limited, BVI
accrued)
Agilus Diagnostics FZ Advances Payable Agilus Diagnostics Limited 5.71 0.17 1.97
LLC
Agilus Diagnostics FZ Expected credit loss Mena Healthcare Investment 25.41 26.61 28.71
LLC allowance Company Limited, BVI
Agilus Diagnostics Loss allowance on Agilus Diagnostics FZ LLC - - 29.84
Limited loan to subsidiary

For further details, see “Related Party Transactions” on page 314. For details of related parties and their
relationship with the Company, see “Restated Consolidated Financial Information – Note 39 – Related party
Disclosures” on page 279.

Financing arrangements

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

Weighted average cost of acquisition of Equity Shares acquired by our Promoter and the Selling
Shareholders one year preceding the date of this Draft Red Herring Prospectus

Our Promoter and Selling Shareholders have not acquired any Equity Shares in the one year preceding the date of
this Draft Red Herring Prospectus.

Average cost of acquisition for our Promoter and Selling Shareholders

The average cost of acquisition per Equity Share by our Promoter and the Selling Shareholders as at the date of
this Draft Red Herring Prospectus is set forth below:

Number of Equity Shares

S. Average cost of acquisition per
Name held as on the date of this
No. Equity Share (in ₹)*
Draft Red Herring Prospectus
Promoter
1. Fortis Healthcare Limited 45,236,779 200.92
Selling Shareholders
1. International Finance Corporation 5,970,149 201.00
2. NYLIM Jacob Ballas India Fund III LLC 12,437,811 201.00
3. Resurgence PE Investments Limited 6,310,315 188.26
* As certified by N B T and Co, Chartered Accountants by way of their certificate dated September 29, 2023.

Details of price at which specified securities were acquired by our Promoter, members of our Promoter
Group, Selling Shareholders and Shareholders with the right to nominate directors or other special rights
in the last three years preceding the date of this Draft Red Herring Prospectus

Our Promoter, members of our Promoter Group, the Selling Shareholders and Shareholders with right to nominate
directors or any other special rights, have not acquired any specified securities in the three years immediately
preceding the date of this Draft Red Herring Prospectus.

For further information, see “History and Certain Corporate Matters- Details of subsisting Shareholders’
agreements” and “Description of Equity Shares and Terms of the Articles of Association” on pages 204 and 424,
respectively.

Details of Pre-IPO placement

Our Company is not contemplating a pre-IPO placement.

34
Issue of Equity Shares for consideration other than cash in the last one year

Our Company has not issued any Equity Shares in the one year preceding the date of this Draft Red Herring
Prospectus.

Split or consolidation of Equity Shares in the last one year

Our Company has not undertaken split or consolidation of its equity shares in the one year preceding the date of
this Draft Red Herring Prospectus.

Exemption from complying with any provisions of securities laws, if any, granted by SEBI

Our Company has not applied for an exemption from complying with any provisions of securities laws to SEBI.

35
 SECTION III – RISK FACTORS

An investment in our Equity Shares involves a high degree of risk. You should carefully consider the risks and
uncertainties described below as well as other information as may be disclosed in this Draft Red Herring
Prospectus before making an investment in our Equity Shares. The risks described in this section are those that
we consider to be the most significant to our business, results of operations and financial condition as of the date
of this Draft Red Herring Prospectus. The risks set out in this section may not be exhaustive and additional risks
and uncertainties not presently known to us, or which we currently deem to be immaterial, may arise or may
become material in the future and may also impair our business. If any or a combination of the following risks or
other risks that are not currently known or are now deemed immaterial actually occur, our business, prospects,
results of operations, financial condition and cash flows could suffer, the trading price and the value of your
investment in our Equity Shares could decline and you may lose all or part of your investment. In order to obtain
an understanding of our Company and our business, prospective investors should read this section in conjunction
with “Industry Overview”, “Our Business”, “Restated Consolidated Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 121, 170,
241 and 316, respectively, as well as the other financial and statistical information contained in this Draft Red
Herring Prospectus.

Unless specified in the relevant risk factors below, we are not in a position to quantify the financial implication
of any of the risks mentioned below. Any potential investor in our Equity Shares should pay particular attention
to the fact that we are subject to a regulatory environment in India, which may differ significantly from that in
other jurisdictions. In making an investment decision, prospective investors must consult their tax, financial and
legal advisors about the particular consequences of investing in the Offer and rely on their own examinations of
us and the terms of the Offer, including the merits and the risks involved.

This Draft Red Herring Prospectus contains forward-looking statements that involve risks and uncertainties. Our
actual results may 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 Draft Red Herring Prospectus.
See “Forward-Looking Statements” on page 18. Unless otherwise stated or the context otherwise requires, the
financial information used in this section is derived from our Restated Consolidated Financial Information
included in this Draft Red Herring Prospectus. See “Restated Consolidated Financial Information” on page 241.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Assessment of the diagnostics industry in India” dated September 2023 (the “CRISIL Report”) prepared and
released by CRISIL MI&A, a division of CRISIL Limited, exclusively commissioned by our Company and paid for
by our Company on behalf of the Selling Shareholders in connection with the Offer, pursuant to an engagement
letter dated June 16, 2023. A copy of the CRISIL Report is available on the website of our Company at
[Link] The data included
herein includes excerpts from the CRISIL 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. Unless otherwise indicated, financial, operational, industry and other
related information derived from the CRISIL Report and included herein with respect to any particular year refers
to such information for the relevant calendar year. For further information, see “- Internal Risks - Certain sections
of this Draft Red Herring Prospectus disclose information from the CRISIL Report which has been prepared
exclusively for the Offer and commissioned by our Company and paid for by our Company on behalf of the Selling
Shareholders exclusively in connection with the Offer and any reliance on such information for making an
investment decision in the Offer is subject to inherent risks.” on page 61.

Unless otherwise indicated or the context otherwise requires, in this section, references to “the Company” or
“our Company” are to Agilus Diagnostics Limited on a standalone basis, and references to “the Group”, “we”,
“us”, “our”, are to Agilus Diagnostics Limited and its Subsidiaries and Joint Venture on a consolidated basis.

INTERNAL RISKS

Brand Risks

1. We recently changed our brand which led to certain legal proceedings that are currently pending before
the Delhi High Court. Any unfavorable outcome may have an adverse effect on our business, reputation,
results of operations and financial condition.

36
 In May 2023, we changed our brand name from our former brand (“Former Brand”) to “Agilus Diagnostics”
and our Company’s name to ‘Agilus Diagnostics Limited’. Our Company had previously entered into a brand
license agreement dated November 10, 2015, with RHC Holding Limited for the non-exclusive use of the
Former Brand. Pursuant to a letter dated February 28, 2018 from RHC Holding Limited, our Company was
informed that Headway Brands Private Limited has become the licensor pursuant to a deed of assignment
entered into between RHC Holding Limited and Headway Brands Private Limited. The aforesaid licensing
agreement expired on May 9, 2021. In the aforesaid backdrop, we initiated steps towards the brand transition
exercise to a new brand from August 14, 2020, pursuant to which stock exchange intimations were made by
our Promoter regarding the decision of the boards of directors of our Promoter and our Company to transition
to a new brand.

Against the above transition, Shivinder Mohan Singh, through his wife Aditi S. Singh, filed an application
before the Delhi High Court (“Delhi High Court”) dated May 23, 2023 and May 29, 2023 respectively,
seeking inter alia directions from the Delhi High Court to (i) restrain us from abruptly dumping/discontinuing
the Former Brand and allied trademarks and/or from acting in any manner detrimental to the value of the
Former Brand and allied trademarks, (ii) pass an order directing the sale of the Former Brand and allied
trademarks on the basis of a proper valuation, (iii) appoint an independent entity to facilitate the valuation;
and (iv) deposit additional brand license fee due and payable under the licensing agreement along with
interest. In the aforementioned proceedings, the Delhi High Court vide an order dated May 26, 2023, directed
that no steps be taken “in any matter to diminish the value” of the Former Brand (“Delhi High Court
Order”). The Delhi High Court has not passed any orders in the abovementioned applications that restrain
us from undertaking the brand transition.

During these proceedings, we have deposited the outstanding license fees before the Delhi High Court up to
March 31, 2021. The applicant, Shivinder Mohan Singh, in his application dated May 29, 2023 has also
sought further damages in addition to the sums that have already been deposited, but no such directions have
been issued by the Delhi High Court in this regard and the matter is pending adjudication. The Delhi High
Court has also appointed a valuer to conduct the valuation of the Former Brand with a view towards auction
of the same. The valuer has prepared a valuation report for the Former Brand which has been filed before the
Delhi High Court.

In September 2023, Chandra Shekhar Jha, an ex-director of Headway Brands Private Limited (the company
which was the owner and licensor of the Former Brand) has filed an application dated September 14, 2023
before the Delhi High Court inter alia seeking payment of certain license fees and damages for use of the
Former Brand, and that an inquiry be conducted into the impact of our Company’s brand transition upon the
valuation of the Former Brand. The High Court by its order dated September 25, 2023, while issuing notice
on the said application recorded the preliminary objections of our Company that the application (i) is not
maintainable and (ii) our Company and Agilus Pathlabs are not a necessary party. Parties named in the said
application have been allowed time to file a reply to it.

Separately and in connection with the abovementioned proceedings, on June 20, 2023, Daiichi Sankyo
Company Limited (“Daiichi”) filed a contempt petition against our Company, our Promoter, certain
Directors, and certain others before the Delhi High Court, alleging that we had wilfully disobeyed the Delhi
High Court Order by inter alia transitioning to a new brand in a manner that diminishes the value of the
Former Brand. However, the Delhi High Court has not issued notice in respect of the aforesaid contempt
petition filed by Daiichi.

These matters are currently pending before the Delhi High Court. For further details, see “Outstanding
Litigation and Other Material Developments – Litigation involving our Company – Litigation against our
Company – Other material proceedings against our Company” on page 356. These proceedings could divert
our management’s time and attention and consume financial resources. Any adverse outcome of these legal
proceedings in the future may have an adverse effect on our business and reputation. There is no assurance
that we will be able to successfully defend these claims or that the outcome of these proceedings will be in
our favor. A negative outcome may entail payment of monetary compensation in the form of damages or
license fees with or without interest, which in turn may materially and adversely impact our business, results
of operations and financial condition.

2. Any failure to establish our new brand may adversely affect customer confidence in our services or our
inability to maintain and enhance our brand and reputation or any negative publicity and allegations, may
have an adverse impact on our business, reputation, results of operations and financial condition.

37
 Our Company changed our brand and corporate name recently to “Agilus Diagnostics” and “Agilus
Diagnostics Limited”, respectively and we are in the process of transitioning all our operations under our new
brand. Our Subsidiaries and Joint Venture also changed their names to reflect our new brand. For further
information, see “History and Certain Corporate Matters - Brief history of our Company” on page 200.

Even though we will continue to leverage our experience, reputation and service offerings, and incur
increased costs for implementation and marketing of our new brand, we cannot predict the impact of the
change in our brand and corporate name on our reputation, business, operations and financial condition.
Further, there can be no assurance that our Former Brand will not be sold to any of our competitors, or other
third parties, who may leverage the brand and our reputation to attract customers who were loyal to our
previous brand name, which in may materially and adversely affect our results of operation, reputation and
fiscal health.

Our change in brand and corporate name may present us with various challenges including: (a) sale of our
former brand to competitors or third parties who may leverage the brand and our reputation to attract
customers (b) alienation of existing individual and institutional customers and collection centers who were
loyal to the previous brand name and confusion among potential customers who may be unfamiliar with our
new brand name and who may therefore choose our competitors over us, which may in turn lead to a decrease
in the sale of our service offerings; (c) inability to retain existing, and attract new, healthcare personnel; and
(d) exposure to legal and regulatory risks including trademark infringement and domain name disputes which
may also require us to undergo expensive litigation or forced re-branding (Also, see “- Internal Risks - We
recently changed our brand which led to certain legal proceedings that are currently pending before the
Delhi High Court. Any unfavorable outcome may have an adverse effect on our business, reputation, results
of operations and financial condition” and “Outstanding Litigation and Other Material Developments –
Litigation involving our Company – Litigation against our Company – Other material proceedings against
our Company” on pages 36 and 356, respectively).

We have been subject to certain media reports in the past that contain certain allegations against our business
that resulted in negative publicity. While such negative publicity did not lead to any material adverse effect
on our business and operations in Fiscals 2021, 2022 and 2023, there can be no assurance that any such
negative publicity in the future may not result in a damage to our brand or reputation, which in turn could
adversely affect our business, results of operations and financial condition.

In addition, we may be subject to increased costs for implementation and marketing of our new brand. Our
investments in marketing our brands may not be successful and may be affected if such investments and
initiatives are not appropriately timed with market opportunities or are not effectively brought to market. If
our marketing activities fail to yield the intended results, or we fail to maintain or enhance our brand
recognition and reputation or increase positive awareness of our services, our business, financial condition,
cash flows and results of operations may be adversely affected.

Further, the transition to the new brand may adversely impact the perception of our Company amongst our
customers, which may lead to our customers opting for other diagnostics companies for availing diagnostic
tests, which in turn may adversely affect our revenue, business, results of operations and financial condition.

3. Our trade mark applications in relation to our new brand, “Agilus Diagnostics” and “Agilus” are not yet
registered, and some have been objected/opposed by other parties. Any inability to obtain registration or
otherwise protect our intellectual property rights, or any exposure to misappropriation and infringement
claims by third parties, could have an adverse effect on our business, reputation, financial condition and
results of operations.

We have recently applied for the registration of trade marks in relation to our new brand name and logo,
“Agilus Diagnostics” and “Agilus” and other combination trade marks which include the brand name and
logo “Agilus Diagnostics” and “Agilus”, under various classes specified under the Trade Marks Act, 1999,
which are under the process of registration. While we have secured registrations for some “Agilus
Diagnostics” and “Agilus” combination marks, certain other applications for the “Agilus Diagnostics” and
“Agilus” trade marks in relation to our new brand name under different classes (i) are objected to by the
Registrar of Trade Marks; or (ii) opposed by third parties, as the case may be, on the grounds of similarity or
being deceptively similar. There is no assurance that we will be able to successfully defend our applications
and obtain registration for trademarks in relation to our new brand, which may adversely affect our business,

38
 financial condition and reputation. Also, see “- Internal Risks - Any failure to establish our new brand may
adversely affect customer confidence in our services or our inability to maintain and enhance our brand and
reputation or any negative publicity and allegations, may have an adverse impact on our business, reputation,
results of operations and financial condition” on page 37. For further information in relation to our
intellectual property approvals, see “Government and Other Approvals – Intellectual property rights” and
“Our Business – Intellectual Property” on pages 377 and 189, respectively.

Until our trade mark registration applications are accepted, any unauthorized or inappropriate use of our
brand, trade marks and domain names by others, in their corporate names or service offerings or otherwise
could harm our brand image, competitive advantages and business, and dilute or harm our reputation and
brand recognition. While we will have legal claims under common law against such any unauthorized or
inappropriate use of our brand, trade marks and domain names by others, our failure to register or protect our
intellectual property rights may undermine our brand and hinder the growth of our business. Further, we have
ongoing legal proceedings against the change in our brand name. For further information, see “- Internal
Risks - We recently changed our brand which led to certain legal proceedings that are currently pending
before the Delhi High Court. Any unfavorable outcome may have an adverse effect on our business,
reputation, results of operations and financial condition” on page 36 and “Outstanding Litigation and Other
Material Developments – Other material proceedings against our Company” on page 356. Any adverse
outcome of such proceedings may adversely affect our business, financial condition and reputation.

Successful infringement claims against us could also result in significant monetary liability. Our defense of
any such claim, regardless of its merit, could also be time consuming and divert management resources. In
addition, resolution of claims may require us to cease using those rights altogether. In addition, there is no
assurance that steps taken by us to protect our intellectual property rights will be adequate to stop infringement
by others, including imitation and misappropriation of our brand. Furthermore, we cannot be certain that the
equipment suppliers, from whom we purchase equipment (including related software to operate such
equipment), have all requisite third party consents and licenses for the intellectual property used in the
equipment they manufacture. As a result, we may be exposed to risks associated with intellectual property
infringement and misappropriation claims by third parties. While we have not faced such infringement claims
in Fiscals 2021, 2022 and 2023, any infringement claims in the future could have an adverse effect on our
business, reputation, financial condition and results of operations.

Legal and Regulatory Risks

4. Our Promoter, Fortis Healthcare Limited, is subject to certain regulatory and statutory proceedings,
including an appeal pending before the Securities Appellate Tribunal and an ongoing investigation by the
Serious Fraud Investigation Office for certain alleged improper transactions and non-compliance with
applicable laws and regulations including the Companies Act. Any prolonged proceedings or adverse
outcome of such proceedings in the future may have an adverse impact on our business and reputation.

Pursuant to the conclusion of an investigation initiated by SEBI during Fiscal 2018, pertaining to, inter alia
the diversion of approximately ₹4,730 million from our Promoter, Fortis Healthcare Limited (“Fortis”), for
the ultimate benefit of the erstwhile promoters of Fortis, SEBI vide a show cause notice dated November 20,
2020 (“SCN 1”) issued to various entities, including Fortis and Fortis Hospitals Limited (“FHsL” and
together with Fortis, the “Noticees”), inter alia alleged that the consolidated financials of Fortis during the
relevant period were untrue and misleading for the shareholders of Fortis and Fortis had circumvented certain
provisions of the SEBI Act, the SCRA, and certain SEBI regulations.

In response to the SCN 1, the Noticees submitted a joint representation/reply to SEBI on December 28, 2020,
praying for quashing of the SCN 1 on the grounds that all acts impugned in the SCN 1 related to the period
when the erstwhile promoters of Fortis controlled the affairs of the Noticees, and the Noticees themselves
were victims of the schemes of the erstwhile promoters and thus ought not to be held accountable for the
actions of the wrongdoers. Subsequently, SEBI vide an order dated April 19, 2022, directed the Noticees to
continue to pursue measures to recover approximately ₹3,971 million, along with due interest, which had
already been initiated by the Noticees, from the erstwhile promoters of Fortis and imposed a penalty of ₹10
million and ₹5 million on Fortis and FHsL, respectively (“Impugned Order 1”).

The Noticees have filed an appeal against the Impugned Order 1 before the Securities Appellate Tribunal,
Mumbai (“SAT”). While SAT has stayed the Impugned Order 1 subject to a deposit of 50% of the penalty
amount with SEBI vide an order dated July 8, 2022, which has been deposited by the Noticees in accordance

39
 with SAT's instructions, the appeal remains pending adjudication. We cannot assure you regarding the
outcome of the proceedings, which may demand time, attention and resources of our management.

On April 9, 2021, SEBI had issued another show cause notice (“SCN 2”) to various noticees including Escorts
Heart Institute and Research Centre Limited (“EHIRCL”), alleging that certain noticees, including EHIRCL,
were part of a fraudulent and deceptive device wherein they acted in fraudulent manner which led to the
misuse and/or diversion of funds from a listed company i.e. Fortis, amounting to approximately ₹ 3,971
million for the ultimate benefit of the erstwhile promoters of Fortis and entities owned/controlled by them. In
this respect, on May 18, 2022, SEBI passed an order holding EHIRCL responsible for fraudulent scheme
perpetrated at the behest of the then management of Fortis/FHsL for the benefit of the erstwhile promoters of
Fortis and violating the relevant provisions of SEBI (PFUTP) Regulations (“Impugned Order 2”). SEBI
imposed a penalty of ₹ 10 million on EHIRCL for violation of certain provisions of SEBI laws. EHIRCL has
filed an appeal against Impugned Order 2 before the SAT. While SAT has stayed Impugned Order 2 subject
to a deposit of 50% of the penalty amount with SEBI, which has been deposited by EHIRCL in accordance
with SAT's instructions, the appeal remains pending adjudication. We cannot assure you regarding the
outcome of the proceedings, which may demand time, attention and resources of our management and our
Promoter’s management.

Additionally, pursuant to an order dated February 17, 2018, issued by the Ministry of Corporate Affairs, the
Serious Fraud Investigation Office (“SFIO”) was directed to conduct investigations into the affairs of Fortis
to inter alia ascertain rotation/siphoning of funds, including the quantum and beneficiaries thereof, instances
of mismanagement, negligence, fraud, etc. Consequently, Fortis became subject to the aforesaid investigation
by the SFIO in relation to certain alleged improper transactions and non-compliances which relate to or
originated prior to the change in management and ownership of Fortis from its erstwhile promoters in Fiscal
2018. Pursuant to the aforesaid investigation, Fortis, along with certain of its subsidiaries (together, the
“Fortis Group”) have received notices requiring them to furnish documents, information and respond to
summons. While the Fortis Group is cooperating with the relevant authorities in relation to such proceedings,
Fortis filed a complaint with the Economic Offences Wing, New Delhi against the erstwhile promoters of
Fortis and their related entities on November 9, 2020, which is also being investigated by the Enforcement
Directorate. Basis the said complaint, an FIR was registered against the relevant entities on July 3, 2021. The
investigation is currently ongoing. Our Statutory Auditors have also included an emphasis of matter in this
regard in the audit reports of our Company. For further information, see “Restated Consolidated Financial
Information” on page 241.

Such proceedings could divert our and our Promoter’s management’s time and attention and consume
financial resources. Any adverse outcome of these legal proceedings in the future or any adverse or negative
reporting in the media about the Fortis Group may have an adverse effect on our Promoter’s business and
reputation which in turn could adversely affect our business and reputation. For further information of
ongoing legal proceedings involving Fortis, see “Outstanding Litigation and Other Material Developments –
Actions by statutory or regulatory authorities against our Company” on page 355.

In addition, given that our Promoter is a listed entity and is consequently subject to stringent regulatory
compliance requirements, including in relation to the Stock Exchanges where its securities are listed, any
non-compliance could lead to penalties and an adverse impact on its financial condition and reputation, which
in turn could adversely affect our business, operations and reputation.

5. There are outstanding litigation against our Company, Promoter, Directors, Group Companies and
Subsidiaries. An adverse outcome in any of these proceedings may affect our reputation and standing and
impact our future business and could have a material adverse effect on our business, results of operations,
financial condition and cash flows.

There are outstanding legal proceedings against our Company, Directors, Group Companies, Promoter and
Subsidiaries, which are pending at various levels of adjudication before various courts, tribunals and other
authorities. A summary of pending criminal proceedings, statutory or regulatory proceedings, tax proceedings
and material civil litigation involving our Company, Promoter, Group Companies, Directors, and
Subsidiaries, as identified by our Company pursuant to the Materiality Policy adopted by our Board, is
provided below:

40
 Disciplinary actions
by SEBI or Stock
Tax Statutory Aggregate
Category of Exchanges against Material
Criminal proceedings or amount
individuals / our Promoter in the civil
proceedings (direct and regulatory involved* (₹
entities last five years, litigation#
indirect tax) proceedings in million)
including
outstanding action
Company
By the 25 NA NA NA 1 71.05
Company
Against the 3 18 4 NA 7 5,648.46##
Company
Directors
By the Nil NA NA NA Nil Nil
Directors
Against the 1 3 Nil NA 1$ 0.90
Directors
Promoter
By the 7 NA NA NA 4 6,029.44
Promoter
Against the 2 18 2^ 9 4 2,232.95
Promoter
Subsidiaries
By the 5 NA NA NA 1 9.05
Subsidiaries
Against the Nil 17 3 NA 1 2,036.74
Subsidiaries
Group Companies
Outstanding Nil NA 2 NA Nil 15.00
litigation which
may have a
material impact
on our
Company
#
Determined in accordance with the Materiality Policy.
*To the extent quantifiable, rounded off to two decimal places.
$ Daiichi Sankyo Company Limited has filed a contempt petition dated June 20, 2023 before the High Court of Judicature at Delhi (“High
Court”) against five of our Directors, namely Ravi Rajagopal, Anand Kuppuswamy, Dr. Ashutosh Raghuvanshi, Dilip Kadambi and Suvalaxmi
Chakraborty. However, the High Court has not issued any notice in respect of the aforesaid petition.
##
The amount involved is inclusive of a joint claim against our Subsidiary, Agilus Pathlabs.

There can be no assurance that these legal proceedings will be decided in our favor or in favor of our Directors,
Group Companies, Promoter and Subsidiaries. In addition, we cannot assure you that no additional liability
will arise out of these proceedings that could divert our management’s time and attention and consume
financial resources. Any adverse order or direction in these cases by the concerned authorities, even though
not quantifiable, may have an adverse effect on our business, results of operations, financial condition and
cash flows. For further details, please refer to “Outstanding Litigation and Other Material Developments” on
page 353.

In addition, our Company, in the ordinary course of business, receives notices and other communications
from various State and local regulatory and other statutory authorities, which our Company responds to and
wherever required, complies with the directions of such authorities. These notices typically relate to (i)
seeking of information; (ii) non-compliance of rules and regulations; and (iii) non-payment/ demand of
statutory fee.

Following a successful bid, our Promoter, Fortis Healthcare Limited (“Fortis”) entered into a share
subscription agreement dated July 13, 2018, with Northern TK Venture Pte. Ltd. ("Northern TK"), an
indirect wholly owned subsidiary of IHH Healthcare Berhad ("IHH"), for an equity infusion of ₹40,000.00
million into Fortis by Northern TK for 31.17% of the share capital of Fortis, subject to approval of the
shareholders of Fortis (which was obtained in due course). In terms of the Securities and Exchange Board of
India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, Northern TK was consequently
obligated to make mandatory open offers for acquisition of additional shares in Fortis and Fortis Malar
Hospitals Limited, respectively (“Open Offers”) and public announcements with respect to the Open Offers

41
 were made on July 13, 2018. On November 13, 2018, the preferential allotment of Fortis shares to Northern
TK was completed. Thereafter, the Supreme Court of India (“Supreme Court”), in proceedings initiated by
Daiichi against inter-alia the erstwhile promoters of Fortis and certain entities controlled by them and to
which IHH, Northern TK and Fortis were not impleaded as parties, vide an ex-parte order dated December
14, 2018 (“Status Quo Order”) directed “status quo with regard to sale of the controlling stake in Fortis
Healthcare to Malaysian IHH Healthcare Berhad be maintained”. In order to comply with the Status Quo
Order, the Open Offers were put on hold. Thereafter, by way of order dated November 15, 2019, the Supreme
Court, in contempt proceedings initiated by Daiichi against certain other persons to which IHH, Northern TK
and Fortis were not impleaded as parties, issued suo motu contempt notice to, among others, our Promoter
and directed that a fresh contempt petition be registered in regard to the alleged violation of the Status Quo
Order.

Petitions before the Supreme Court, including the suo motu contempt proceedings have been disposed of
pursuant to the Supreme Court’s final judgment dated September 22, 2022 (“Judgment”). No finding of
contempt has been made against our Promoter, or its independent directors. The Judgment inter alia indicated
that certain transactions entered into between Fortis and RHT Health Trust (“RHT and such transactions the
“RHT Transaction”) appeared prima facie to be an acquisition of proprietary interest to subserve the
business structure of Fortis. The Supreme Court also passed certain directions that the Delhi High Court may
consider issuing appropriate process and appointing forensic auditors(s) to analyse the transactions entered
into between Fortis and RHT and other related transactions, if the Delhi High Court so deems appropriate.

The Open Offers have not yet been consummated. As the Open Offer in respect of our Promoter is pending,
during such pendency, certain corporate actions, as set out under Regulation 26 of the Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 can only be
undertaken by the Promoter and its subsidiaries (including our Company and its subsidiaries) after obtaining
the approval of the shareholders of the Promoter by way of a special resolution. The timing of completion of
the Open Offers is currently uncertain.

6. We are liable to protect our patients’ personal information and any failure to protect such information,
could materially and adversely affect our business, results of operations and financial condition.

A significant portion of our operations rely on the secure processing, storage and transmission of confidential
information, including patients’ health information. Our activities are subject to a risk of cyber security issues
and/or attacks which could result in the disclosure or loss of confidential patient information and adversely
affect our ability to process laboratory requisitions, perform testing, provide test results in a timely manner
and bill the appropriate party. Despite our security measures, our computer systems, software and networks
are vulnerable to unauthorized access, loss or destruction of data (including confidential patients’ health data),
hardware malfunctions, computer viruses, malware or other malicious code, cyber-attacks and other events.
We are also subject to the threat of cyber-attack due to the integration of our servers with the servers of third
party security service providers. These threats may derive from human error, fraud or malice on the part of
our healthcare professionals or third parties, or may result from accidental technological failure. Deficiencies
in managing our information systems and data security practices may lead to leaks of personal information
and sensitive personal or health data or information, including, patient records, test results, prescriptions and
laboratory records. While we have not faced any instances of cyber-attacks or leaks of our patient records in
Fiscals 2021 2022 and 2023, any such cyber-attack or leaks of patient records in the future could adversely
impact our business, reputation, results of operations and financial condition.

Indian laws, rules and regulations generally require body corporates/ medical facilities to protect the privacy
of their patients, clients, employees/ staff or third party and prohibit unauthorized disclosure of personal
information, including medical data. For further details of cyber laws applicable to our Company, please refer
to “Key Regulations and policies” on page 192. As cyber-attacks and similar events become increasingly
sophisticated, we may need to incur additional costs to implement data security and privacy measures, modify
or enhance our protective measures or investigate and remediate any vulnerability to cyber incidents.

7. We are subject to various operational, reputational, medical and legal claims, regulatory actions or other
liabilities arising from the provision of healthcare services and may be subject to liabilities arising from
claims of malpractice and medical negligence which could adversely affect our business, results of
operations and financial condition.

We may be exposed to heightened risks of legal claims, criminal actions and regulatory actions arising out of

42
 the services we provide and any allegation of non-compliance with the provisions of applicable laws and
regulations, including liabilities that arise from claims of medical negligence against our healthcare
professionals including doctors, technicians and paramedical staff. We may also from time to time receive
complaints from, or be involved in, disputes with our customers with regard to false positive or false negative
check-up results, misdiagnosis, or other acts of medical negligence, which is a unique risk of the diagnostics
services industry. They can be attributed to various factors, such as the negligence of medical personnel,
failure of diagnostic equipment, inaccurate results of tests conducted by third-party laboratories, individual
customer-specific conditions and disease complications. For instance, Pardeep Singh and Manpreet Kaur
(“Complainants”) filed a consumer complaint before the National Consumer Disputes Commission, New
Delhi against our Company and one of its advisors alleging medical negligence and deficiency in service due
to issuance of a false report, making an erroneous diagnosis and failing to adequately advise the
Complainants. For further information, see “Outstanding Litigation and Other Material Developments –
Litigation involving our Company – Litigation against our Company – Other material proceedings against
our Company” on page 356. As on the date of this Draft Red Herring Prospectus, we are involved in various
consumer disputes, primarily pertaining to deficient services, which are outstanding before various consumer
disputes forums at different stages of adjudication.

In addition, medical consumables used in our services may be subject to contamination, mislabelling,
malicious tampering and other damage such as errors in the dispensing and packaging of specimens, which
may lead to injury or death of our customers. Most of the radiation therapy and diagnostic imaging equipment
we use contain radioactive and nuclear materials or emit radiation during their operation, which are hazardous
substances unless properly managed. In the event of contamination or injury resulting from our use of
hazardous materials, we could be held liable for any resulting damages, and any liability could exceed our
resources. We also could incur significant costs associated with civil or criminal fines and penalties including
damages under the consumer protection statutes. While we have not faced any instances of contamination or
injury resulting from use of hazardous materials in Fiscals 2021, 2022 and 2023 that led to a material adverse
effect on our business and operations, there can be no assurance that such events may not occur in the future.

8. Our industry is highly regulated and requires us to obtain, renew and maintain statutory and regulatory
permits, accreditations, licenses and comply with applicable safety, health, environmental, labor and other
governmental regulations. Any regulatory changes or violations of such rules and regulations may
adversely affect our business, results of operations and financial condition.

We are subject to a wide variety of governmental, state and local environmental and occupational health and
safety and other laws and regulations. Further, we are required to obtain and renew from time to time, a
number of approvals, accreditations, licenses and registrations from governmental and regulatory authorities
in relation to our business operations. For a description of the approvals and licenses obtained by us including
approvals for which applications (including renewal applications) are made and which are yet to be received,
see “Government and Other Approvals” on page 375. While we have not faced any failure to renew approvals
in Fiscals 2021, 2022 and 2023 that could have a material adverse effect on the business and operation of the
Company, any failure by us in the future to renew our approvals that have expired or apply for and obtain the
required approvals, licenses or registrations, or any suspension or revocation of any of the approvals, licenses,
registrations and permits that have been or may be issued to us, may impede our operations and may have an
adverse effect on our business, results of operations and financial condition.

Further, the qualifications and practice of our healthcare professionals including our doctors, technicians and
other paramedical staff are also strictly regulated by applicable laws, regulations, policies and guidelines, as
well as by applicable codes of professional conduct or ethics. If our healthcare professionals fail to comply
with applicable laws, regulations, policies or guidelines, including professional licensing requirements, they
and/or we may be subject to penalties including fines, loss of licenses or restrictions on our laboratories and
operations, which could materially and adversely affect our business and reputation.

Moreover, health and safety laws and regulations in India have become increasingly stringent over time, and
it is possible that they will become more stringent in the future. For detailed information in relation to the
rules and regulations applicable to us, see “Key Regulations and Policies” on page 192. While we have not
faced any such material non-compliance in Fiscals 2021, 2022 and 2023, any material non-compliance with
the applicable laws, rules and regulations in the future may subject us to regulatory action, including penalties
and other civil or criminal proceedings, which may materially and adversely affect our business, prospects
and reputation. Further, the risk of substantial costs and liabilities for any non-compliance at laboratories

43
 owned or operated by us or our franchisees are inherent in our operations, and there can be no assurance that
substantial costs and liabilities will not be incurred in the future.

In addition, the prices that we charge for our services could become subject to recommended or maximum
fees set by the Government or other authorities. For instance, the government could introduce “price lists”
for services that could be mandatory or, even if not mandatory, result in guidance for the prices we charge
for our diagnostic healthcare services. For instance, in Fiscal 2021, we received instructions from the Indian
Council of Medical Research to cap the price of RT-PCR tests. The implementation of such or other policies
affecting the prices we charge could, in effect, limit our ability to charge customers higher prices for our
services, which may have an adverse effect on our business, results of operations and financial condition.

Further, our Company is unable to trace the letter of offer which had been issued to the Shareholders of our
Company in relation to the equity shares allotted pursuant to the rights issue on March 30, 1996. In the event
any disputes arises in relation to such rights issue, or there is any demand for such missing documents by any
regulatory authority, our Company may not be able to successfully defend such disputes or provide the
relevant documents, which may lead to initiation of regulatory action.

9. We currently avail tax benefits and are entitled to certain incentives. Any change in these benefits and
incentives applicable to us or a delay in disbursement of benefits under such schemes may affect our results
of operations.

We currently avail benefits under Goods and Services Tax. For further information, see “Statement of
Possible Special Tax Benefits” on page 114. Any reduction or withdrawal of such benefits or our inability to
meet any of the conditions prescribed under any of the schemes would adversely affect our business, results
of operations and financial condition as well as and the related credits availed under direct, indirect taxes, and
MAT. Further, the benefits/ incentives under such schemes are available to us for a fixed period subject to
compliance with various terms and conditions and such incentive are not subject to renewal. There can be no
assurance that we will continue to enjoy these benefits in the future or will be able to obtain timely
disbursement of such benefits.

Business Risks

10. We have entered into a master service agreement with our Promoter and certain other letters/agreements
with our Promoter and its affiliates in respect of providing certain laboratory management services to them
and are dependent on them for a portion of our revenues. Any non-performance, non-renewal/ revision,
substantial change in the agreed rates or termination of such agreements may adversely affect our
business, results of operations and financial condition.

We have entered into a master service agreement with our Promoter and various letters/memoranda of
understanding with our Promoter and its affiliates pursuant to which we operate their in-hospital laboratories
and conduct on-site testing. As of March 31, 2023, we operated 24 laboratories in hospitals operated by our
Promoter and its affiliates. Set out below are details of revenue generated from operating in-hospital
laboratories at hospitals operated by our Promoter and its affiliates for the years indicated:

Fiscal
2021 2022 2023
Particulars % of revenue % of revenue % of revenue
(₹ million) from (₹ million) from (₹ million) from
operations operations operations
Revenue from Fortis 1,287.85 12.44% 1,516.84 9.45% 1,622.37 12.04%
Group Entities

Our master service agreement with our Promoter is due to expire on March 31, 2024. The master service
agreement also entitles either party to unilaterally terminate the agreement in the event of, amongst others, a
material breach of the provisions of the master service agreement. Further, the agreement may be terminated
upon mutual consent of the parties or can be extended on mutually agreed terms. Early termination or non-
renewal by our Promoter of the master service agreement would have a significant impact on our revenues
and our profitability.

Our Company and our Promoter have executed a binding term sheet dated September 25, 2023 for operating
in-hospital laboratories and conducting on-site testing (“Binding Term Sheet”) at certain hospitals operated

44
 by our Promoter and its affiliates. In terms of the Binding Term Sheet, the rates for the services rendered by
our Company have been reduced as compared to the existing master service agreement. If these new reduced
rates had hypothetically been applicable during Fiscal 2023, our revenue from Fortis Group Entities would
have been lower by approximately 21% for Fiscal 2023. Going forward, once these reduced rates become
applicable, they are expected to have an adverse impact on our revenues without a corresponding reduction
in our costs, thereby affecting our profitability. As on the date of this Draft Red Herring Prospectus we are
unable to quantify the exact adverse impact on our business, profitability, results of operations, financial
condition and prospects as a consequence of these reduced rates. Pursuant to the Binding Term Sheet, parties
have agreed that they shall discuss and enter into definitive agreements effectuating the commercial terms of
the Binding Term Sheet, which shall be for a period of three years. We cannot assure you that this arrangement
with the Promoter will thereafter be renewed or extended on the same commercial terms as outlined in the
Binding Term Sheet or at all. Any non-renewal, termination or substantial changes in the agreed rates with
our Promoter and/or its affiliates could lead to a material adverse effect on our business, profitability, results
of operations, financial condition and prospects. Further, any deterioration, disruption or any other adverse
condition in the business operations or strategies of our Promoter is likely to result in a material adverse effect
on our business, profitability, results of operations, financial condition and prospects.

11. Any interruption at our laboratories including our global reference laboratory (“GRL”) and regional
reference laboratories (“RRLs”), customer touch points (“CTPs”) and pick-up points may affect our ability
to process diagnostics tests, which in turn may adversely affect our business, results of operations and
financial condition.

As of March 31, 2023, we operated 413 laboratories (out of which three laboratories are situated outside
India), 3,757 CTPs and over 12,000 pick-up points. For further information, see “Our Business – Description
of our Business” on page 179. Certain of our tests can only be performed at our GRL and/or RRLs. Depending
on the nature and complexity of tests required, test specimens are transferred from other laboratories to our
GRL or RRLs for processing. Accordingly, any shutdown or interruption in the operations of our GRL and/or
RRLs, or our inability to respond to such shutdown or disruption in a timely manner or at an acceptable cost,
could adversely affect the operations of our overall diagnostic laboratory network in India as well as outside
India.

We may experience interruption at our laboratories, CTPs and pick-up points, including due to external
factors such as adverse weather conditions, natural disasters, fire, terrorism, vandalism, extended power
failures, internet failures or changes in laws and regulations including pricing regulations, foreign exchange
fluctuations and any increase in logistics or inputs costs such as chemicals and reagents, and internal factors
such as loss of licenses, certifications and permits, failure to comply with regulatory requirements and the
resulting loss of authorization to operate the facility, employee or manpower conflict or termination or non-
renewal of leases, which may affect our ability to provide our service offerings in India or overseas, and could
lead to an adverse effect on our business, results of operations and financial condition. For instance, in the
first quarter of Fiscal 2021, our operations at most of our laboratories, CTPs and pick-up points were
hampered due to the lockdown/ restrictions imposed on account of the COVID-19 pandemic. The occurrence
of any such event in the future could also cause us to lose our customers (including due to a reduction in
walk-in patients as patients may defer non-urgent diagnostic tests) and we may face significant increases in
costs for test processing, transport and logistics which we may not be able to pass on to our customers. Our
inability to effectively respond to such shutdown, interruption or to rectify any disruption, in a timely manner
or at an acceptable cost, could lead to an adverse effect on our business, results of operations and financial
condition. Further, we currently outsource a limited number of clinical tests to third parties. However, any
interruption in our diagnostic laboratory network, particularly GRL and RRLs, may require us to increase our
dependence on outsourcing of clinical tests, which may affect our ability to accurately and efficiently deliver
test results, and may in turn result in an increase in our costs and as a result, adversely affect our business,
results of operations and financial condition.

12. Any inadequacy or delay in collection and transportation of specimens to our laboratories could
compromise the integrity of such specimens, which in turn could adversely affect our business, results of
operations and financial condition.

The transportation of specimens from different sources (including patient residences, CTPs and pick-up
points and other in-hospital laboratories and other diagnostic centers managed by us) to our laboratories is
highly critical to our business operations, the logistics of which are subject to various uncertainties and risks.
A key challenge in the operation of a laboratory network is the maintenance of specimen integrity and

45
 turnaround time, particularly when tests are conducted by laboratories far away from the specimen collection
point or otherwise difficult to reach from the patient residences, CTPs, pick-up points or the in-hospital
laboratories and diagnostic centers managed by us. The pickup, transportation and delivery of specimens are
subject to delays and disruptions due to inadequacies in the road or air infrastructure, weather related
problems, natural disasters, strikes (including any other disruption due to conflicts in relation to trade unions
and/or vendors), lock-outs, terrorism, or other events beyond our control and, in the case of our international
operations, delays at customs check points. Any disruption in transportation and logistics services could affect
our ability to receive specimens and generate test results in a timely manner. In addition, the specimen
collection process is highly distributed, fragmented, and labor-intensive, and is dependent on the skill and
focus of front-end healthcare professionals, such as phlebotomists. Any mix-ups, losses or errors in the
specimen collection process including mislabeling of specimens can result in erroneous or invalid results and
adversely affect the business and reputation of our Company.

Further, while we service our network through our in-house logistics team, we also rely on the services of
third-party logistics providers, whose operations are not within our control. If we are unable to deliver or
receive specimens at our laboratories in a timely manner, their integrity as well as the outcome of results may
be compromised, or the reporting of results of tests to customers may be delayed. In the event specimens are
lost, destroyed, damaged or contaminated or from delays in the generation of critical test results, and damage
to our reputation and business, we may incur additional costs, such as the cost of re-administering tests or
potential or threatened litigation, which may in turn lead to loss of customer confidence. The occurrence of
any such event could adversely affect our business, results of operations and financial condition. While we
have not faced any instances of inadequacies or delays in specimen collection which have led to any material
adverse effect on our business and operations in Fiscals 2021, 2022 and 2023, there is no assurance that we
will not face such instances in the future.

13. Failure to introduce new tests and services could adversely affect our business, results of operations and
financial condition.

The diagnostic healthcare services industry is subject to constant innovations in, and improvements to tests
and services, processes and technologies. Our ability to maintain our market share and attract new and repeat
customers is subject to: (a) optimizing our staffing and procurement processes to predicting and controlling
costs; (b) innovating, introducing and integrating new service offerings into our network in a timely manner;
(c) minimizing the time and costs required to obtain required regulatory clearances or approvals; (d)
anticipating and competing effectively with competitors, including pricing our services competitively; and
(e) increasing end-customer awareness and acceptance of our services. While we have not faced any instances
of failure to anticipate new market trends which led to any material adverse effect on our business and
operations in Fiscals 2021, 2022 and 2023, any such events in the future, where we fail to anticipate trends
in the industry, or we are unable to introduce or develop or acquire new or improved tests, services and
technologies before or at least concurrently with our competitors and at competitive prices, our business,
results of operations and financial condition may be adversely affected.

14. Our business depends significantly on the continued effectiveness of our information technology
infrastructure including our centralized laboratory information management system (“CLIMS”), and any
disruption in our systems could adversely impact our business, results of operations and financial
condition.

The efficient operation of our laboratories and other facilities depends on the capacity, reliability and security
of our information technology infrastructure and management information systems. These systems,
particularly CLIMS, is essential to our day-to-day operations including for test booking, specimen collection,
digital reports, digital payments, accounting and financial reporting, billing and collecting accounts,
compliance, medical records and inventory management. Further, our patients are able to avail our services
through digital platforms including our website, WhatsApp chat bot and mobile application. Disruptions in
our systems could occur for a variety of reasons including, among others, due to an increase in usage that
strains our systems’ capacity, failure of key software and hardware, the sudden loss of our network
connection, other technological and power failures, computer viruses, fire, floods and natural disasters. In
addition to our information technology infrastructure that is designed and maintained internally, we rely on
certain third party information technology service providers, whose operations are not within our control.
While we have not faced any such disruptions or changes to our information technology systems that led to
a material adverse effect in Fiscals 2021, 2022 and 2023, any disruption in the continued effectiveness of our

46
 information technology infrastructure in the future, and/or in case of our technology infrastructure becoming
outdated or obsolete, could affect our business, results of operations and financial condition.

15. We depend on third parties for our testing equipment and reagents. Any discontinuation or recall of
existing testing equipment and/or reagents as well as the failure or malfunction of any of our equipment
or termination of relevant agreements could adversely affect our business, results of operations and
financial condition.

We do not own the majority of our testing equipment and instead obtain such testing equipment on a lease
basis. We enter into equipment and product supply agreements with third-party suppliers for the supply of a
majority of our equipment, reagents, chemicals and consumables, that typically range between one and seven
years. The remaining equipment and reagents, chemicals and consumables are procured by us through
purchase orders. If we fail to achieve favorable pricing on equipment and reagent supplies or are unable to
pass on any cost increases to our customers, our profitability could be materially and adversely affected.
Further, the procurement cost of foreign produced testing equipment and reagents may increase due to
depreciation of Indian Rupee, and the suppliers may therefore demand to re-negotiate the supply contracts
with us. The following table sets forth information in relation to our cost of materials consumed for the years
indicated:

Fiscal
2021 2022 2023
Particulars
% of total % of total % of total
(₹ million) (₹ million) (₹ million)
expenses expenses expenses
Cost of materials 2,876.20 31.13% 3,991.36 30.96% 3,159.79 26.05%
consumed

In addition, under the equipment placement agreements and reagent supply agreements, the supplier generally
has the discretion to terminate the agreement with prior written notice in the event of a breach of any material
term or condition of such agreement, including but not limited to defaults in payment of fees or in case of
damage to equipment. Further, suppliers may discontinue or recall reagents, test kits, instruments or
equipment, which could adversely affect our ability to conduct tests and accurately obtain test results as well
as our credibility, costs, testing volume and income. Any inability on our part to find alternate sources for the
procurement of such items, may have an adverse effect on our ability to provide our services in a timely or
cost effective manner. For instance, in the first quarter of Fiscal 2021 during the COVID-19 pandemic, we
faced difficulties in procuring certain reagents and as a result, were facing challenges in performing certain
tests such as D-dimer, IL 6, ferritin tests.

Our operations also expose us to liability risks that are inherent in the operation of complex medical
equipment which may experience failures or cause injury either because of defects, faulty maintenance or
repair or improper use. Regardless of their merit or eventual outcome, such liability claims could result in
significant legal defence costs for us, harm our reputation, and otherwise have a material adverse effect on
our business, financial condition and results of operations. We cannot assure you that our existing equipment
and technologies are error-free, and incapable of malfunctioning. While we have not faced any such instances
in Fiscals 2021, 2022 and 2023, any extended downtime of our medical equipment or significant quality
deterioration in our suppliers’ products, services or equipment in the future could materially and adversely
affect customer experience, which in turn could result in loss of revenues, dissatisfaction on the part of
customers and damage to our reputation.

16. Any non-renewal or cancellation of our arrangements with our institutional customers, including
hospitals, and Public-Private Partnership (“PPP”) contracts may adversely affect our business, results of
operations and financial condition.

We enter into long-term arrangements with certain hospitals through laboratory management agreements as
well as PPP agreements with public health agencies, pursuant to which we conduct diagnostic tests and/or
develop and operate diagnostics centers to conduct on-site testing. As of March 31, 2023 we have two
subsisting PPP agreements with the governments of Delhi and Jharkhand for terms of two and ten years,
respectively. We also have tie-ups with independent private healthcare setups including large and small-scale
hospitals, clinics, nursing homes, private laboratories, radiology centers, diagnostics centers, IVF centers and
other healthcare service providers to provide diagnostic services. In addition, we enter into agreements with
other institutions such as corporate employers, and pharmaceutical and insurance companies to provide
diagnostic services to their employees or clients as well as with contract research organizations and

47
 pharmaceutical manufacturers to conduct clinical trials. Set out below are details of revenue generated from
our B2B segment for the years indicated:

Fiscal
2021 2022 2023
Revenue % of total Revenue % of total Revenue % of total
Segment
from revenue from revenue from revenue
operations from operations from operations from
(₹ million) operations (₹ million) operations (₹ million) operations
B2B 5,325.61 51.45% 7,289.87 45.42% 6,157.10 45.69%

Our B2B customers are typically entitled to terminate or cancel such agreements voluntarily or with prior
written notice (typically ranging between 30 and 90 days). Our B2B customers may decide to not renew our
arrangements in the future. For instance, our PPP contracts with public health agencies in states of Uttar
Pradesh and Himachal Pradesh ended after the tenure of our contracts expired in Fiscal 2020 and Fiscal 2023,
respectively, and such contracts were not renewed since a fresh tender process was initiated by the respective
public health agencies. In addition, the terms of the PPP contract with the Government of Jharkhand require
our Subsidiary, Agilus Pathlabs Reach Limited, to obtain approval from the Government of Jharkhand
(represented by the Medical and Health Infrastructure Development & Procurement Corporation Limited)
(“Authority”) prior to any change in its name. While Agilus Pathlabs Reach Limited had applied to the
Authority for consent for its change of name from its former name, this approval is currently pending. The
Authority has claimed an amount of ₹ 41.75 million in relation to the concession fee due and payable by us
as on March 31, 2023, in terms of the concession agreement entered into with the Government of Jharkhand.
In a similar manner, we have claimed an amount of ₹ 60.56 million from the Authority which is due and
payable to us as on March 31, 2023. Further, we have paid concession fees of ₹ 10.12 million on August 22,
2023. However, no legal proceeding has been initiated by us or the Authority in this regard and this matter is
under discussion with the Authority. The Authority may terminate this concession agreement, which if
terminated, may adversely affect our business, results of operations, financial condition and reputation. We
are also exposed to risks such as rejection, delay or failure by such customers to make payment in relation to
our services. An increase in rejection of payment claims or repeated failures by such customers to make
payments may adversely affect our business, results of operations and financial condition. For details in
relation to payment delays by our customers in the past, see, “ – Internal Risks – Any increase in accounts
receivables or other billing risks in the future could adversely affect our business, results of operations,
financial condition and cash flows” on page 55. Certain of such agreements also require us to comply with
strict data protection and data privacy laws and any future non-compliance of such terms may subject us to
indemnity provisions and other damages, which could lead to a material adverse impact on our financial
condition. In addition, our customers under these agreements are typically responsible to maintain statutory
and regulatory licenses and approvals required for their respective hospitals laboratories/diagnostic facilities.
Any non-compliance by our customers to maintain such licenses and approvals could have an adverse impact
on our business, revenue from operations and reputation.

Further, in relation to our PPP contracts, we participate in government tenders which are non-negotiable and
typically include clauses such as liquidated damages. In addition, we are required to submit performance bank
guarantees for participating in such tenders. Any non-compliance with the terms of such tenders may entitle
the government to liquidate our bank guarantees which may have an adverse effect on our financial condition.
Further, any shortcoming in the performance of our obligations may subject us to the risk of being blacklisted
by the relevant public health agencies and affect our ability to obtain additional PPP and other government
tenders. While we have not faced any instances of cancellation of our arrangements with B2B customers
which led to a material adverse effect on our business and operations in Fiscals 2021, 2022 and 2023 and
have not been blacklisted by any government agency in the past three years, there can be no assurance that
such events may not occur in the future. Any occurrence of such events in the future may adversely affect our
business, results of operations and financial condition, including our ability to obtain additional PPP and/or
other government tenders in the future.

17. We operate all of our collection centres and some of our laboratories through franchisees and two of our
laboratories through a joint venture partner. Any non-performance by our franchisees or joint venture
may adversely affect our business, results of operations and financial condition.

Our business depends on the performance of our franchisees, who may be responsible for setting up
laboratories, CTPs and other facilities, obtaining required permissions, permits and approvals for setting up
the laboratories, CTPs and other facilities, procuring equipment instruments and supplies, recruiting

48
 healthcare professionals, operating and managing laboratories, CTPs and other facilities, and sourcing
specimens for providing diagnostic healthcare services. As of March 31, 2023, out of our 413 laboratories,
37 laboratories (representing 8.96%) were operated by franchisees. Further, as of March 31, 2023, out of our
3,757 CTPs, all our 3,248 collection centers (representing 94.45%) were operated by franchisees. There can
be no assurance that the performance of such franchisees will meet our required specifications or performance
parameters.

Our franchisees are contractually obligated to operate their laboratories and/or collection centers in
accordance with the standards prescribed by our Company from time to time. However, franchisees are
independent third parties over which we do not have control, and the franchisees unilaterally operate and
oversee the daily operations of their clinical laboratories and collection centers. As a result, the ultimate
success and quality of our franchised network rests with the respective franchisee laboratories and collection
centers. Moreover, there can be no assurance that our franchisees will not enter into agreements with our
competitors despite non-compete restrictions in our agreements. In addition, any non-compliance by our
franchisees of statutory and government regulations, may have an adverse impact on our reputation and may
impact customer confidence in our brand. As a result, our growth, results of operations and the integrity of
our brand name in these areas is dependent on the performance of these franchisees. While we have not
experienced any instances of inadequate or non-satisfactory performance of laboratories or collection centers
by our franchisees or disputes with our franchisees in Fiscals 2021, 2022 and 2023 that have led to a material
adverse effect on our business, reputation and operations, there can be no assurance that such events may not
occur in the future. Additionally, there can be no assurance that our franchisees will be able to generate
adequate revenue consistently, and we may be exposed to credit risks associated with non-payment or
untimely payments from our franchisees and business partners.

Further, we also have a Joint Venture, Agilus Diagnostics Nepal Private Limited, which operates two of our
laboratories in Nepal. For further information, see “History and Certain Corporate Matters – Other Material
Agreements” on page 205. Our joint venture partner may have business interests that are inconsistent with
the business interests of our Company. Collaboration with joint venture partners subjects us to risks that may
be outside our control. Our joint venture partner is subject to the risk of potential disputes leading to adverse
publicity related to our joint venture partner which may adversely affect our business and reputation, whether
or not such publicity is related to their collaboration with us. While we have not experienced any disputes
with our joint venture partner in Fiscals 2021, 2022 and 2023, any disputes that may arise between us and our
joint venture partner in the future may cause delay in completion, suspension or complete abandonment of
the relevant laboratory.

We also operate certain laboratories under our sub-brands due to their popularity in their respective regions
across the country. The success of these laboratories is partially dependent on the popularity of the doctors
involved in such laboratories, whose names typically form part of such sub-brands. There is no assurance that
such doctors will not discontinue their professional service, which may adversely impact the popularity of
these laboratories, affecting our business, results of operations and financial position.

18. Our ability to attract individual patients is largely dependent on brand recognition, the disposable income
and increasing general health awareness of India’s general population, which could decline due to a
variety of factors.

Set out below are details of revenue generated from our B2C segment (i.e., individual patients, who either
walk into our diagnostics laboratories and CTPs or use our home collection services) for the years indicated:

Fiscal
2021 2022 2023
Revenue % of total Revenue % of total Revenue % of total
Segment
from revenue from revenue from revenue
operations from operations from operations from
(₹ million) operations (₹ million) operations (₹ million) operations
B2C 5,025.12 48.55% 8,759.24 54.58% 7,317.52 54.31%

The growth of these types of customers is dependent on brand recognition, wider acceptance of our business
in the communities in which we operate and our ability to compete effectively within our industry, all of
which may be negatively affected by a wide variety of reasons. For further information, see “- Internal Risks
– Any failure to establish our new brand may adversely affect customer confidence in our services or our
inability to maintain and enhance our brand and reputation or any negative publicity and allegations, may

49
 have an adverse impact on our business, reputation, results of operations and financial condition.” on page
37. Individual decisions regarding when to access healthcare services may be impaired by the absence of a
developed health insurance sector or the lack of appropriate government programs to cover the costs of
healthcare. Only 38% of the Indian population were covered by health insurance in Fiscal 2022 (Source:
CRISIL Report), and given such small proportion of people in India presently with health insurance,
customers in India generally are responsible for all or part of the cost of diagnostic healthcare services, which
means that a decrease in disposable income that can be allocated for healthcare services, or even the
perception thereof, such as during times of economic downturn, can lead to a reduction in individuals’
expenditures for healthcare services. In addition, while according to the CRISIL Report, the COVID-19
pandemic has resulted in an increased awareness of self-testing, particularly in relation to preventive and
wellness services, we cannot assure you that such current increase in health awareness and demand for
preventive healthcare services will continue, and it may even reverse. Any of the above reasons may affect
our ability to maintain or increase growth in individual patients, which may adversely affect our business,
financial condition, results of operations and cash flows.

Further, the transition to the new brand may adversely impact the brand recognition, especially by our
individual customers, which in turn may adversely affect our revenue, business, results of operations and
financial condition.

19. We are highly dependent on our healthcare professionals and any future inability to retain or recruit such
professionals may adversely affect our business, results of operations and financial condition.

The growth of our business significantly depends on our ability to attract, train and retain qualified and
experienced healthcare professionals including doctors, technicians and other paramedical staff. As of March
31, 2023, we had a total of 7,061 employees, including 438 doctors, 4,176 technicians and paramedical staff
and 2,447 support staff located in India, out of which 84 full-time employees are located outside India. In
addition, out of our 438 doctors, 336 are engaged as consultants with our Company, as of March 31, 2023.

There is no assurance that the attrition among our healthcare professionals will not increase in the future. We
enter into agreements with our healthcare professionals which may be terminated by them by serving a notice
of typically one month. There is no assurance that we will be able to retain our healthcare professionals, in
particular our pathologists, physicians, radiologists, phlebotomists and technicians, or that our healthcare
professionals will continue to provide services to us or devote the whole of their time to our diagnostic centers
or that they will not prematurely terminate their agreements.

Further, given the high demand of skilled healthcare professionals and an increase in competition with other
healthcare service providers, we may also be unable to negotiate compensation of our healthcare professionals
effectively or pass on any of such cost increases to the patients. On the other hand, if we are unable to offer
our healthcare professionals, including doctors, competitive fees, salaries and perquisites, our relationship
with them may deteriorate and consequently, we may be unable to retain them. In the event we experience
such an increase in costs, or if we are not able to grow our revenue in line with our costs, our profitability
would be severely impacted, particularly during a period of economic decline or in the event of a reduction
in our revenues, which could have a material adverse effect on our business, financial condition and results
of operations.

While we have not experienced any instances of termination of contracts by our healthcare professionals or
inability to retain healthcare professionals in Fiscals 2021, 2022 and 2023 that have led to a material adverse
effect on our business, reputation and operations, there can be no assurance that such events may not occur
in the future. Failure to attract and retain sufficient qualified healthcare professionals could adversely affect
the quality of our services and in turn affect our business, results of operations and financial condition.

20. The COVID-19 pandemic increased the demand for RT-PCR and other COVID-19 related tests which led
to a positive impact on our revenue from operations. Such historical increase in our results of operations
may not be indicative of our future results of operations and financial condition.

During the COVID-19 pandemic, we increased our testing capacity, opened more centers and drive-through
sites across India in Fiscals 2021 and 2022. We also conducted 2.95 million and 7.90 million RT-PCR tests
and other tests (such as C-Reactive Protein and D-dimer) in Fiscal 2021 and Fiscal 2022, respectively, the
demand for which increased due to COVID-19 pandemic. As a result, we generated a significant amount of
revenue from RT-PCR tests and such other related tests during this period. In Fiscals 2021 and 2022, COVID-

50
 19 related revenue amounted to ₹3,239.18 million and ₹4,527.28 million, respectively, accounting for 31.29%
and 28.21%, respectively, of our revenue for operations in the same years. However, subsequently, in Fiscal
2023, we witnessed a decline in the volumes of such RT-PCR tests and other COVID-19 related tests. The
number of RT-PCR tests and other COVID-19 related tests decreased to 1.59 million in Fiscal 2023 and as a
result, COVID-19 related revenue amounted to ₹587.36 million, accounting for 4.36% of our revenue from
operations in Fiscal 2023. Accordingly, the additional revenue generated through RT-PCR tests and other
COVID-19 related tests in Fiscals 2021 and 2022 would not be indicative for future periods. Moreover, on
May 5, 2023, the World Health Organization announced that COVID-19 no longer qualifies as a global health
emergency. Given the likelihood of a reduced need for COVID-19 related tests, there can be no assurance
that the surge in our revenue from operations owing to the pandemic will not abate, which may affect our
business, results of operations and financial condition.

Additionally, the impact of any similar epidemic or pandemic in the future may include instances such as
reduction in walk-in patients due to patients deferring non-urgent diagnostic tests, increase in costs for
logistics or inputs such as chemicals and reagents, non-availability of equipment, testing supplies and key
personnel and delay in renewal or obtaining the necessary registrations, approvals, licenses and permits from
statutory/ regulatory authorities in a timely manner. We cannot predict the impact of any such outbreak of
another highly infectious or contagious disease which may adversely impact our business, financial condition
and results of operations. Further, it may also have the effect of exacerbating many of the other risks described
in this “Risk Factors” section.

21. We are exposed to risks associated with our operations outside India such as compliance with local laws
and foreign exchange rate fluctuations which could adversely affect our business, results of operations
and financial condition.

In addition to India, we have presence in various other regions in the Middle East, Sub-Saharan Africa,
Commonwealth of Independent States and the SAARC regions. For further information, see “Our Business
– Description of our Business – International Operations” on page 182. Set out below are details of our
revenue from operations from rest of the world for the years indicated:

Fiscal
2021 2022 2023
Revenue % of total Revenue % of total Revenue % of total
from revenue from revenue from revenue
operations from operations from operations from
(₹ million) operations (₹ million) operations (₹ million) operations
Total other 209.83 2.03% 491.57 3.06% 303.93 2.26%
countries

Our operations subject us to risks that are specific to each country and region in which we operate as well as
risks associated with international operations in general such as foreign exchange rate risks, arising primarily
from our receivables. While we have adopted a formal hedging policy, any adverse social, economic and
geopolitical conditions, such as natural disasters, civil disturbance, terrorist attacks, war or other military
action or adverse weather conditions in these regions could affect our business and operations. In addition,
compliance with local laws, including legal constraints on ownership and corporate structure, environmental,
health, safety, labor and accounting laws, may impose onerous and expensive obligations on us. While we
have not faced any material non-compliance with local laws or any impact of foreign exchange fluctuations
in Fiscals 2021, 2022 and 2023 that led to a material adverse impact on our business and operations, there is
no assurance that any non-compliance with local laws will not occur or any foreign exchange fluctuations
will not affect our financial performance in the future. In addition, we conduct business with certain customers
in sanctioned countries such as Russia, Sudan and Afghanistan and we may be subject to violations of
sanctions laws or other similar regulations, exposing us to potential civil or criminal penalties or sanctions
designations under applicable sanctions laws.

22. The diagnostics industry in India is highly competitive and our inability to compete effectively from other
healthcare service providers may adversely affect our business, results of operations and financial
condition.

With low barriers to entry and several diagnostic companies present in the market, the diagnostics industry
in India is highly competitive and presents us with a challenge in terms of market share and profitability. Our
competitors include other diagnostic chains, such as, Dr Lal PathLabs Limited, Metropolis Healthcare

51
 Limited, (Source: CRISIL Report) and various smaller, independent clinical and anatomical laboratories as
well as laboratories owned by hospitals and physicians including standalone and regional players. Some of
our competitors may have greater financial, research and development, marketing and other resources,
broader service offerings, more experience in obtaining regulatory approvals or greater geographic reach.

Further, an increase in the number of comparable diagnostic healthcare facilities may exert additional pricing
pressure on some or all of our services. In addition, we may price our services differently in different regions
of India, which may lead to customer dissatisfaction. Our competitors may also succeed in providing services
that are more effective, popular or cheaper than ours, which may render our services uncompetitive. For
instance, as a result of the diagnostic healthcare services industry receiving substantial investments in recent
years, larger-scale diagnostic healthcare providers are able to increase cost efficiencies afforded by automated
testing, which results in their ability to provide more favorable pricing to customers. Our competitors may
also succeed in offering increased fees/salaries to our healthcare professionals, including doctors, which may
significantly affect our ability to retain our healthcare professionals. If we are unable to compete effectively,
our business, results of operations and financial condition could be adversely affected.

23. An inability to keep pace with technological changes including cost-effective technologies or non-invasive
diagnostic healthcare tests, and evolving industry standards could adversely affect our business, results of
operations and financial condition.

The diagnostics services industry is characterized by periodic technological changes, new equipment and
service introductions, changes in patients’ needs and evolving industry standards. Advancements in
technology may lead to the development of more cost-effective technologies or non-invasive diagnostic
healthcare tests which are more convenient and/or less expensive than our current solutions, such as point-
of-care testing equipment that can be operated by physicians or other healthcare providers in their offices or
by patients themselves without requiring the services of free-standing clinical laboratories. Development of
such technology and its use by our customers could reduce the demand for our laboratory testing services and
negatively affect our revenues. The diagnostics equipment we use as part of our business has a limited life
span, and may also become obsolete. Further, suppliers of laboratory equipment and test kits could seek to
increase their sales by marketing point-of-care laboratory equipment to physicians and by selling test kits
approved for home use to both physicians and patients. While we have not faced any such instances of
inability to keep pace with technological changes or obsolete technology that led to a material adverse impact
on our business and operations in Fiscals 2021, 2022 and 2023, there can be no assurance that such events
may not occur in the future.

24. We may be subject to labor unrest, slowdowns and work stoppages, which could affect our business results
of operations and financial condition.

The diagnostics industry is a manpower-intensive sector and we employ a large number of healthcare
professionals for providing services to our customers. As of March 31, 2023, we had a total of 7,061
employees, including 438 doctors, 4,176 technicians and paramedical staff and 2,447 support staff located in
India, out of which 84 full-time employees are located outside India. Further, India has stringent labor
legislation that protects the interests of workers, including legislation that sets forth detailed procedures for
the establishment of unions, dispute resolution and employee removal, and legislation that imposes certain
financial obligations on employers upon retrenchment. Presently, none of the employees of our facilities are
unionized. In the event of any changes in the labor legislation in India or if our employees seek to unionize
in the future, it may become difficult for us to maintain flexible labor policies, and it may increase our costs
and adversely affect our business. While we have not experienced any instances of labor unrest in Fiscals
2021, 2022 and 2023, there is no assurance that instances of labor unrest, slowdowns or work stoppages will
not occur in the future, and any disruption in services due to any potential strikes, may adversely affect our
business, results of operations and financial condition. Further, we are also required to comply with minimum
wage requirements which vary from State to State. In the event of unexpected increase in rates of minimum
wage, our results of operations and financial condition may get adversely impacted.

25. Our inability to effectively manage our growth or to successfully integrate our acquisitions, strategic
investments, partnerships or alliances may adversely affect our business, results of operations and
financial condition.

52
 We have significantly expanded our operations and service offerings, and have experienced considerable
growth over the last few years. Set out below are the number of laboratories and CTPs operated by us as of
the dates indicated:

As of and for the year ended March 31,

Particulars
2021 2022 2023
Number of laboratories 420 423 413
Customer touch points (CTPs) 2,250 3,050 3,757

However, there is no assurance that our growth strategy will continue to be successful or that we will be able
to continue to grow further, or at the same rate.

We may from time to time, look for opportunities to acquire businesses or enter into strategic partnerships or
alliances, which may include opportunistic acquisitions of clinical laboratories and related businesses. For
more information on our acquisitions and partnerships, see “Our Business – Strategies – Supplement organic
growth with selective strategic acquisitions and partnerships” on page 179. Significant capital investments
are necessary to construct clinical laboratories, particularly our GRL and RRLs (due to their size) and any
such future construction is likely to have a material impact on our results of operations during the period of
such construction and the initial post-opening period, during which each clinical laboratory is being fully
integrated into our network. If we choose to grow through acquisitions, strategic investments, partnerships or
alliances, we may face risks including, among others, difficulties integrating the personnel, operations,
technology, internal controls and financial reporting of companies we acquire into our operations, disruption
of our ongoing business, diversion of the attention of our management and/or unforeseen or hidden liabilities
or costs post-acquisition/ investment. In addition, acquisitions and investments may result in impairment of
goodwill and other intangible assets, adversely affecting our financial condition and results of operations.
While we have not faced any instances of inability to manage our growth or integrate our acquisitions or
partnerships in Fiscals 2021, 2022 and 2023 that led to any material adverse effect on our business and
operations, any such instances in the future could disrupt our ongoing business, distract our management and
employees and increase our expenses. We may also not be able to achieve the strategic purpose of such
acquisition, investment, partnership, alliance or operational integration or our targeted return on investment.

26. We are subject to seasonal fluctuations in operating results and cash flows, which could affect our
business, results of operations and financial condition.

We are subject to seasonal fluctuations in operating results and cash flow and our testing volumes typically
increase during the monsoon season, during which there is a greater prevalence of malaria and dengue, as
well as gastrointestinal and respiratory diseases. Diagnostic healthcare testing volume is also subject to
declines due to severe weather, such as extreme hot or cold weather, which can deter patients from having
tests performed and which can vary in frequency, duration and severity from year to year. Similarly, we
typically experience lower revenue during December and January, when the temperature and humidity are
lower in India and the prevalence of certain diseases that benefit from warmer and more humid weather
generally decreases. This is also attributable to festivities and holidays at the end of the calendar year.
Increased prevalence of a particular virus or other pathogen in the general population often causes an
increased demand for specific diagnostic healthcare testing for that virus. As a result of these infectious
disease outbreaks, we experience year-on-year seasonal fluctuations. As a result of these factors, we may be
subject to seasonal fluctuations in operating results and cash flows during any interim financial period, and
consequently, such results cannot be used as an indication of our annual financial results, and cannot be relied
upon as an indicator of our future performance.

27. Our customers may contract serious communicable infections or diseases during their visits at our
diagnostics facilities which may adversely affect our business, results of operations and financial
condition.

Our operations involve the visit of patients at our facilities, including for specimen delivery and radiology
tests, who may be carriers of a variety of infectious diseases. Individuals may contract serious communicable
diseases during their visit at our diagnostics facilities, which could result in significant claims for damages
against us and, as a result of reports and press coverage, damage to our reputation. For example, diseases or
infections such as tuberculosis and COVID-19 may pose risks. Further, our employees and other healthcare
professionals are also susceptible to such diseases and their infection could significantly reduce the manpower
at our facilities. While we have not been subject to such complaints from patients in Fiscals 2021, 2022 and

53
 2023 that led to any material adverse effect on our business and operations, there is no assurance that we will
not receive such claims in the future. In addition to claims for damages, any of these events may lead directly
to regulatory restrictions on, or the withdrawal of, permits and authorizations of our facilities. Any of these
factors could have a material adverse effect on our reputation, business, results of operations and financial
condition.

Financial Risks

28. Our insurance coverage may not be adequate to cover all our losses, which could have an adverse effect
on our business, financial condition and results of operations.

Our operations are subject to inherent risks of medical negligence, malpractice, personal injury and loss of
life, damage to or destruction of property and machinery and damage to the environment, and are subject to
risks such as fire, riots, vandalism, theft, flood, earthquakes and terrorism. We may also be subject to claims
in relation to employee health, accident and other uncertain claims from our customers and external entities.
Some of our claims could exceed the scope of the coverage in effect or coverage of particular claims could
be denied. While we believe our insurance coverage has been adequate in the past, there can be no assurance
that our insurance coverage will be sufficient to cover all future claims. However, during the period between
July 7, 2022 to September 1, 2022, our Company did not have a subsisting professional indemnity policy,
accordingly, any claims that may arise with respect to such period, will need be defended by us without any
insurance coverage. If our arrangements for insurance or indemnification are not adequate to cover claims,
we may be required to make substantial payments and our financial condition and results of operations may
be adversely affected. Additionally, such insurance 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. If
we were to make a claim under an existing insurance policy, we may not be able to successfully assert our
claim for any liability or loss under such insurance policy. If our losses significantly exceed our insurance
coverage or cannot be recovered through insurance, our business, results of operations and financial condition
could be adversely affected.

The following table sets forth information in relation to our insurance cover as of the years indicated:

Particulars As of March 31, 2021 As of March 31, 2022 As of March 31, 2023
Total insurance cover on total assets of 11,633.72 11,142.33 13,684.87
the Company (excluding intangible
assets, goodwill, right of use assets,
deferred tax assets and other tax assets)
(₹ million) (A)
Total assets of the Company (excluding 10,318.86 9,631.81 9,520.14
intangible assets, goodwill, right of use
assets, deferred tax assets and other tax
assets) – As restated (₹ million) (B)
Insurance cover (%) (A/B) 112.74% 115.68% 143.75%

Any payments we make to cover any losses, damages or liabilities or any delays we experience in receiving
appropriate payments from our insurers could have a material adverse impact on our business, results of
operations and financial condition. For further information, see “Our Business – Insurance” on page 190.
All our insurance policies are subject to renewal and our inability to renew the policies on time and on present
terms may also have an impact on our business, results of operations and financial condition.

29. Our indebtedness and the conditions and restrictions imposed by our financing agreements and any non-
compliance may lead to, among others, suspension of further drawdowns, which may adversely affect our
business, results of operations and financial condition.

Set out below are details of our outstanding borrowings for the dates indicated:

As of March 31,
Particulars 2021 2022 2023
(₹ million)
Borrowings (current) 2.83 6.39 9.33
Borrowings (non-current) 9.70 16.12 18.96

54
 Total borrowings 12.53 22.51 28.29

Our ability to pay interest and repay the principal for our indebtedness is dependent upon our ability to manage
our business operations and generate sufficient cash flows to service such debt. Our outstanding indebtedness
and any additional indebtedness we incur may have significant consequences, including, without limitation:
requiring us to use a significant portion of our cash flow from operations and other available cash to service
our indebtedness, thereby reducing the funds available for other purposes, including capital expenditures,
acquisitions, and strategic investments; reducing our flexibility in planning for or reacting to changes in our
business, competition pressures and market conditions; and limiting our ability to obtain additional financing
for working capital, capital expenditures, acquisitions, share repurchases, or other general corporate and other
purposes.

Some of the financing arrangements entered into by us include conditions that require our Company to obtain
respective lenders’ consent prior to carrying out certain activities. These covenants vary depending on the
requirements of the financial institution extending such loan and the conditions negotiated under each
financing agreement. Some of the corporate actions that require prior consents from certain lenders include,
among others, changes to the capital structure of the Company, changes to the management of the Company
and changes in the MoA and AoA of the Company. Failure to comply with such covenants or obtain consents
may restrict or delay certain actions or initiatives that we may propose to take from time to time and could
have significant consequences on our business and operations. Some of our lenders are also entitled to appoint
directors on the Board of our Company. In addition, we have also availed loans which may be recalled at any
time at the option of such lenders. Such recalls on borrowed amounts may also be contingent upon happening
of an event beyond our control and there can be no assurance that we will be able to persuade our lenders to
give us extensions or to refrain from exercising such recalls which may adversely affect our operations and
cash flows. While we have not faced any instances of breach of financial covenants that led to a material
adverse effect in Fiscals 2021, 2022 and 2023, any failure on our part in the future to satisfactorily observe
the covenants under our financing arrangements or to obtain necessary waivers may lead to the termination
of our credit facilities, acceleration of amounts due under such facilities, suspension of further access/
withdrawals, either in whole or in part, for the use of the facility and/or restructuring of our debt.

30. Any increase in accounts receivables or other billing risks in the future could adversely affect our business,
results of operations, financial condition and cash flows.

Our business depends on our ability to successfully obtain payments from our customers for services
provided. In the future, if we bill corporate customers, physician offices or hospitals other than on a fee-for-
service basis, our income could be adversely affected. While our B2C customers typically make payments at
the time of test bookings, our B2B customers make payments in accordance with their respective contractual
requirements. We provide a maximum credit period ranging between an average of seven days and 90 days
to all our B2B customers. The following tables set forth certain information in relation to our total trade
receivables for the periods indicated:

Fiscal
2021 2022 2023
Particulars
(₹ % of revenue from (₹ % of revenue from (₹ % of revenue from
million) operations million) operations million) operations
Trade 1,442.12 13.93% 1,495.46 9.32% 1,431.49 10.62%
receivables

As of March 31, 2023

More than Two to three One to two Six months Less than six Not due
Particulars
three years years years to one year months
(₹ million)
Gross trade receivables 501.64 158.19 219.68 163.15 429.01 745.23
that were outstanding
for a period

While our concentration of credit risk is limited due to our large customer base, recovery of our receivables
and timely collection of payments due to us depends on our ability to provide our services in an efficient and
timely manner. In relation to our B2B segment, if we are unable to meet our contractual requirements, we
may experience delays in collection of and/ or be unable to collect our payments altogether on account of
termination of such contracts. Previously, our Company has experienced delays in payments with certain

55
 governmental agencies. For instance, the Company has not received certain outstanding amounts under our
earlier PPP contracts executed with the governments of Himachal Pradesh and Uttar Pradesh, respectively,
negotiations for which are currently ongoing. In addition, we have certain outstanding payments under our
existing PPP agreement with the Delhi government as of March 31, 2023. An increase in bad debts or defaults
by customers in the future may compel us to utilize greater amounts of our operating working capital which
may result in increased interest costs, thereby adversely affecting our business, results of operations and
financial condition. Further, in the event of defaults by our international customers, we may not be able to
initiate recovery proceedings against them or otherwise successfully recover dues.

31. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital
requirements, capital expenditures and restrictive covenants of our financing arrangements.

The declaration and payment of dividends will be recommended by our Board of Directors and approved by
our Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable
law, including the Companies Act, 2013. For further information, see “Dividend Policy” on page 240. Our
Company declared dividends of ₹4.75 per equity share and ₹2.98 per equity share for Fiscals 2022 and 2023,
respectively. Our Company did not declare any dividend in Fiscal 2021. We may retain all future earnings, if
any, for use in the operations and expansion of the business. As a result, we may not declare dividends in the
foreseeable future. Any future determination as to the declaration and payment of dividends will be at the
discretion of our Board and will depend on factors that our Board deems relevant, including among others,
our future earnings, financial condition, cash requirements, business prospects and any other financing
arrangements. We cannot assure you that we will be able to pay dividends in the future. Accordingly,
realization of a gain on Shareholders’ investments will depend on the appreciation of the price of the Equity
Shares. There is no guarantee that our Equity Shares will appreciate in value.

32. If we are unable to raise additional capital, our business, results of operations and financial condition
could be adversely affected.

We will continue to incur significant expenditure in maintaining and growing our existing infrastructure. We
cannot assure you that we will have sufficient resources for our current operations or any future expansion
plans that we may have. As of June 30, 2023, the Company had an amount of ₹553.04 million sanctioned in
working capital loans, out of which we have availed facilities amounting to ₹14.50 million as of the same
date. While we expect our cash on hand and cash flow from operations to be adequate to fund our existing
commitments, our ability to incur any future borrowings is dependent upon the success of our operations.
Additionally, the inability to obtain sufficient financing could adversely affect our ability to complete
expansion plans. Our ability to arrange financing and the costs of capital of such financing are dependent on
numerous factors, including general economic and capital market conditions, credit availability from banks,
investor confidence, the continued success of our operations and other laws that are conducive to our raising
capital in this manner. Any unfavorable change to terms of borrowings may adversely affect our business,
results of operations and financial conditions. If we decide to meet our capital requirements through debt
financing, we may be subject to certain restrictive covenants. If we are unable to raise adequate capital in a
timely manner and on acceptable terms, or at all, our business, results of operations, financial condition and
cash flows could be adversely affected.

33. We have certain contingent liabilities that have not been provided for in our financial statements, which
if they materialize, may adversely affect our financial condition.

The following table and notes below sets forth the principal components of our contingent liabilities as per
Ind AS 37 – Provisions, Contingent Liabilities and Contingent Assets, as of March 31, 2021, 2022 and 2023:

(a) Claims against the Group, disputed by the Group, not acknowledged as debt:

As of March 31,
Particulars 2021 2022 2023
Amount (₹ million)
Income tax 2,535.43 2,620.84 2,712.63
Medical related 524.45 534.11 560.82
Service tax 8.14 96.59 96.59
Others 0.50 17.26 41.75
Customs - 0.14 -
Total 3,068.52 3,268.94 3,411.79

56
 (b) Further refer claims assessed as contingent liability are described in Notes 56, 57 and 58 of the Restated
Consolidated Financial Information.

(c) The Group has received a claim of ₹93.50 million from an ex-employee alleging certain dues payable by
the Group to him in respect to his variable pay, provident fund and ESOPs. The ex-employee has also
filed a similar claim of ₹192.30 million on Fortis. Subsequently, the claimant has filed a petition with
National Company Law Tribunal (NCLT) and revised his claim amount to ₹363.78 million. The Group
has filed the response to the petition on merits submitting that the Petition is not maintainable either
under facts or law. The matter is currently pending with National Company Law Tribunal.

(d) On February 28, 2019, a judgment of the Supreme Court of India interpreting certain statutory defined
contribution obligations of employees and employers (the India Defined Contribution Obligation) altered
historical understandings of such obligations, extending them to cover additional portions of the
employee’s income to measure obligations under employees Provident Fund Act, 1952. There are
numerous interpretative issues relating to this judgement as to how the liability should be calculated,
including the period of assessment, the application with respect to certain current and former employees
and whether interest and penalties may be assessed. As such, the Group has been legally advised not to
consider that there is any probable obligations for periods prior to date of aforesaid judgment.

(e) Further, Note 53 of the Restated Consolidated Financial Information for contingent liabilities relates to
joint venture.

Additionally, the Group is involved in other disputes, lawsuits, claims, governmental and/or regulatory
inspections, inquiries, investigations and proceedings, including commercial matters that arise from time
to time in the ordinary course of business.

The Group believes that none of the above matters either individually or in aggregate, are expected to
have a material adverse effect on its financial statements. The cash flows in respect of above matters are
determinable only on receipt of judgements/decisions pending at various stages/forums.

Our contingent liabilities may become actual liabilities. If a significant portion of these liabilities materialize,
it could have an adverse effect on our business, results of operations and financial condition. Further, there
can be no assurance that we will not incur similar or increased levels of contingent liabilities in the current
fiscal year or in the future. For further information, see “Restated Consolidated Financial Information” on
page 241.

34. We have in this Draft Red Herring Prospectus included certain non-GAAP financial measures and certain
other industry measures related to our operations and financial performance that may vary from any
standard methodology that is applicable across the industry we operate.

Certain non-GAAP financial measures, such as EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted
EBITDA Margin, PAT Margin, Return on Equity, Return on Capital Employed, Net Asset Value per Equity
Share, Net Worth and certain other industry measures relating to our operations and financial performance,
such as, average revenue per test, revenue per accession, CTP per laboratory, have been included in this Draft
Red Herring Prospectus. We compute and disclose such non-GAAP financial measures and such other
industry related statistical and operational information relating to our operations and financial performance
as we consider such information to be useful measures of our business and financial performance, and because
such measures are frequently used by securities analysts, investors and others to evaluate the operational
performance of similar businesses, many of which provide such non-GAAP financial measures and other
industry related statistical and operational information. These non-GAAP financial measures and such other
industry related statistical and operational 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 and operational measures, and industry related statistical
information of similar nomenclature that may be computed and presented by other similar companies.

Further, we track such operating metrics with internal systems and tools, which have a number of limitations,
and our methodologies for tracking these metrics may change over time, which could result in unexpected
changes to our metrics, including the metrics we publicly disclose. If the internal systems and tools we use to

57
 track these metrics undercount or over count performance or contain algorithmic or other technical errors, the
data we report may not be accurate.

Such supplemental financial and operational information is therefore of limited utility as an analytical tool,
and investors are cautioned against considering such information either in isolation or as a substitute for an
analysis of our Restated Consolidated Financial Information disclosed elsewhere in this Draft Red Herring
Prospectus. For further information, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations – Non-GAAP Measures” on page 345.

35. We have in the past entered into related party transactions and will continue to do so in the future and we
cannot assure you that we could not have achieved more favorable terms if such transactions had not been
entered into with related parties.

We have in the past entered into transactions with certain of our related parties and are likely to do so in the
future. For details in relation to our relation party transactions, see “Summary of the Offer Document –
Summary of related party transactions” and “Related Party Transactions” on pages 24 and 314.

For further information relating to our related party transactions, see “Related Party Transactions” on page
314. While we believe that all such transactions have been conducted on an arm’s length basis, we cannot
assure you that we could not have obtained more favorable terms had such transactions been entered into with
unrelated parties. Although all related party transactions that we may enter into post-listing will be subject to
board or shareholders’ approval, as necessary under the Companies Act and the SEBI Listing Regulations,
we cannot assure you that such transactions in the future, individually or in the aggregate, will not have an
adverse effect on our financial condition and results of operations.

36. Our Statutory Auditors have included certain emphasis of matters, an audit qualification relating to
maintenance of proper books of account and matters prescribed under the Companies (Auditor’s Report)
Order, 2020 and Companies (Auditor’s Report) Order, 2016 in the audit reports of our Company.

The audit reports of our Company for Fiscals 2021, 2022 and 2023 includes emphasis of matters in relation
to certain ongoing legal proceedings including an investigation by the Serious Fraud Investigation Office of
the Ministry of Corporate Affairs regarding certain alleged improper transactions and non-compliances with
laws and regulations including the Companies Act and civil suits by third parties against our Company and
certain entities within the Fortis Group relating to “Fortis”, “SRL” and “La-Femme” brands. For further
information, see “- Internal Risks – Our Promoter, Fortis Healthcare Limited, is subject to certain regulatory
and statutory proceedings, including an appeal pending before the Securities Appellate Tribunal and an
ongoing investigation by the Serious Fraud Investigation Office for certain alleged improper transactions
and non-compliance with applicable laws and regulations including the Companies Act. Any prolonged
proceedings or adverse outcome of such proceedings in the future may have an adverse impact on our
business and reputation” and “Outstanding Litigation and Other Material Developments – Litigation
involving our Promoter – Litigation against our Promoter – Other material proceedings against our
Promoter” on pages 39 and 370. In addition, the audit report for our Company for Fiscal 2023 includes an
audit qualification in relation to maintenance of proper books of account in electronic mode for one our
laboratories, which have not been kept on servers physically located in India on a daily basis. The annual
report of our Company for Fiscal 2023 includes a management response to this audit qualification and
mentions that going forward, the data in the relevant laboratory will be stored in a server so that a log of
backup is demonstrated. For further information, see “Restated Consolidated Financial Information” on page
241.

Further, the audit reports of our Company also include matters prescribed under the Companies (Auditor’s
Report) Order, 2020 and Companies (Auditor’s Report) Order, 2016 for Fiscals 2023, 2022 and 2021, in
relation to our Company and certain Subsidiaries, namely, Agilus Pathlabs Private Limited, Agilus Pathlabs
Reach Limited and DDRC Agilus Pathlabs Limited. These matters include discrepancies between the
quarterly financial statements submitted to the lenders and the books of accounts of the relevant entity, title
deeds with respect to certain properties that are disclosed in the financial statements and are not held in the
relevant entity’s name, provident fund dues outstanding for a period of more than six months from the date
they become payable, other dues under the Income Tax Act, 1961 and Finance Act, 1994 in relation to
disallowance of discounts given to collection centers, consultation fees paid to doctors considered as referral
fees and certain other disallowances, and disputes regarding tax deducted at source and nature of business
and cash losses incurred in the previous financial year. Further, the Restated Consolidated Financial

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 Information state that the financial conditions of Agilus Diagnostics FZ LLC, one of our Subsidiaries, indicate
that a material uncertainty exists that may cast significant doubt on its ability to continue as a going concern.
For further information, see “Restated Consolidated Financial Information” on page 241. We cannot assure
you that our Statutory Auditors’ reports for any future financial period will not contain similar matters or
other remarks, observations or other matters prescribed under Companies (Auditor’s Report) Order, 2020,
and that such matters will not otherwise affect our results of operations.

Other Risks

37. Our Promoter will continue to retain significant shareholding in our Company after the Offer, which will
allow it to exercise significant influence and control over us.

After the completion of the Offer, our Promoter will continue to hold approximately 57.11% of our post-
Offer Equity Share capital on a fully diluted basis. Accordingly, our Promoter will continue to exercise
significant influence and control over our business and matters requiring shareholders’ approval, such as the
appointment of directors on our Board, the approval of mergers, strategic acquisitions or joint ventures or the
sales of substantially all of our assets and dividend payments. The interests of our Promoter, as our
Company’s significant Shareholders, could be different from the interests of our other Shareholders, and its
influence may result in change of management or control of our Company, even if such a transaction may not
be beneficial to our other Shareholders. In addition, the trading price of our Equity Shares could be adversely
affected if potential new investors are disinclined to invest in us because they perceive disadvantages to a
large shareholding being concentrated in our Promoter.

38. One of our Senior Management Personnel has interests in our Company other than normal remuneration
or benefits and reimbursement of expenses.

One of our Senior Management Personnel, Radhakrishna Pillai, is interested in our Company, in addition to
regular remuneration or benefits and reimbursement of expenses, to the extent of his holding of employee
stock options in our Company. For further information on the interest of our Senior Management Personnel,
other than reimbursement of expenses incurred or normal remuneration or benefits, see “Our Management -
Shareholding of our Key Managerial Personnel and Senior Management Personnel” on page 229.

39. Our Promoter and some of our Directors may have interest in entities, which are in businesses similar to
ours.

As of the date of this Draft Red Herring Prospectus, our Promoter, is engaged in the business of providing
integrated healthcare delivery services such as healthcare, diagnostics and related businesses. All of our
Directors, except Anand Kuppuswamy, are also on the board of directors of our Promoter. In addition, some
of our Directors also hold directorship in certain companies that are engaged or authorized to engage in
business similar to our Company. Further, our Subsidiaries are also engaged in a similar line of business as
ours and certain of our Directors are also on the board of our Subsidiaries. For details of the other directorships
of our Directors, see “Our Management – Board of Directors” on page 212. As on date of the Draft Red
Herring Prospectus, we believe, there is no conflict of interest of our Promoter or Directors vis a vis our
business. However, there is no assurance that our Promoter and such Directors will not provide competitive
services or otherwise compete in business lines in which we are already present or will enter into in future.
Such factors may have an adverse effect on our business, results of our operations and financial condition.

40. Our Registered Office, Corporate Office and most of our laboratories and other facilities are not owned by
us and are leased by us. Any failure to enforce or renew our lease agreements, may have an adverse impact
on our business, results of operations and financial condition.

Our Registered Office, Corporate Office, all our laboratories (apart from our GRL in Mumbai at Maharashtra,
which is situated on premises owned by us), patient service centers (apart from our patient service centre in
Kolkata at West Bengal, which is situated on premises owned by us) and wellness centers, are operated on
premises leased or licensed to us. Our Registered Office is owned by Escorts Heart and Super Specialty
Hospital Limited, a member of our Promoter Group, which is occupied by us on a leasehold basis. In this
regard, our Company and Escorts Heart and Super Specialty Hospital Limited have entered into a lease deed
dated September 25, 2023 which is valid for a period of 11 months. For further information, see “Our Business
– Property” on page 240. Our lease/ leave and license agreements typically have tenures ranging from three
and nine years. We are also subject to lock-in provisions under some of our lease/ leave and license

59
 agreements, which in certain cases lasts up to five years and during which period neither party can terminate
the agreement except as provided in such agreement. Further, even though most of these lease/leave and
license agreements provide for an option to renew, this option to renew is on mutually agreed terms. If any
of our counterparties do not renew the agreements under which we occupy the relevant premises or will only
renew such agreements on terms and conditions that may be unfavorable to us, or our counterparties were to
terminate the lease, we may not be able to procure a property similar to the one where we currently operate
and may suffer a disruption in our operations or may have to pay increased rental rates which could have a
material adverse effect on our business, results of operations and financial condition. While we have not faced
any non-renewal or termination of our lease agreements which led to a material adverse effect on our business
and operations in Fiscals 2021, 2022 and 2023, there is no assurance that such events will not occur in the
future.

Further, some of our lease agreements and leave and license agreements may not have been duly stamped as
per applicable law or registered with the registering authority of the appropriate jurisdiction. An instrument
not duly stamped, or insufficiently stamped, is not admitted as evidence in any Indian court or may even
attract a penalty as prescribed under applicable law, which could adversely affect our business, results of
operations and financial condition.

41. We are dependent upon the experience and skill of our management team, a number of Key Managerial
Personnel and Senior Management Personnel. If we are unable to attract or retain such qualified
personnel, this could adversely affect our business, results of operations and financial condition.

Our ability to meet continued success and future business challenges depends on our ability to attract, recruit
and retain experienced, talented and skilled professionals. Without a sufficient number of skilled employees,
the quality of our services could suffer. Competition among diagnostics service providers for qualified
professionals is intense, and the ability to retain and attract qualified individuals is critical to our success. Our
incentive initiatives may not be sufficient to retain our personnel and hence we may be required to increase
our levels of employee compensation more rapidly than in the past in order to remain competitive in retaining
existing employees or attracting new employees that our business requires. Our Company may explore a cash
bonus payment plan to incentivise and retain employees including certain Key Managerial Personnel and
Senior Management Personnel wherein such bonus payments to identified employees would be linked to the
Company achieving certain financial parameters. However, in the event such cash bonus payment plan to
incentivise and retain employees is adopted, it may increase our employee benefit expense and impact
profitability and margins. For more details, see “Our Management - Bonus or profit-sharing plan of the Key
Managerial Personnel and Senior Management Personnel” on page 231.

The loss of services of our Key Managerial Personnel and our Senior Management Personnel could
significantly impair our ability to continue to manage and expand our business. For details in relation to the
experience of our Key Managerial Personnel and our Senior Management Personnel, see “Our Management”
on page 212. Set out below are details in relation to the attrition rate for our Key Managerial Personnel and
our Senior Management Personnel for the years indicated:

Fiscal
Attrition rate for
2021 2022 2023
Key Managerial Personnel 50.00%(1) Nil Nil
Senior Management Personnel 42.85% 14.28% 14.28%
(i)The term of one out of two key managerial personnel ended in Fiscal 2021.

There is no assurance that we will be able to retain our Key Managerial Personnel and our Senior Management
Personnel or that such attrition rate will not deteriorate in the future. Any increase in attrition of our qualified
professionals may have an adverse effect on our business, results of operations and financial condition.

42. An inability to establish and maintain effective internal controls could lead to an adverse effect on our
business, results of operations and financial condition.

Our success depends on our ability to effectively utilize our resources and maintain internal controls. We take
reasonable steps to maintain appropriate procedures for compliance and disclosure. We also maintain
effective internal controls over our financial reporting, to enable us to produce reliable financial reports and
prevent financial fraud. We periodically test and update our internal processes and systems and are exposed
to operational risks arising from the potential inadequacy or failure of internal processes or systems, and our
actions may not be sufficient to ensure effective internal checks and balances in all circumstances.

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 Maintaining such internal controls requires human diligence and compliance and is therefore subject to lapses
in judgment and failures that result from human error. Further, employee misconduct such as improper use
or disclosure of confidential information, could result in costly litigation and serious reputational or financial
harm. While we strive to monitor, detect and prevent fraud or misappropriation (including pilferage) by our
employees, through various internal control measures and insurance coverage, we may be unable to
adequately prevent or deter such activities in all cases. While we have not experienced any lapses in internal
controls that led to a material adverse effect on our business and operations in Fiscals 2021, 2022 and 2023,
there is no assurance that such lapses will not occur in the future. Our efforts in improving our internal control
systems may not result in eliminating all risks. If we are not successful in discovering and eliminating
weaknesses in our internal controls, our ability to manage our business effectively may materially and
adversely be affected.

43. Certain sections of this Draft Red Herring Prospectus disclose information from the CRISIL Report which
has been prepared exclusively for the Offer and commissioned by our Company and paid for by our
Company on behalf of the Selling Shareholders exclusively in connection with the Offer, and any reliance
on such information for making an investment decision in the Offer is subject to inherent risks.

We have commissioned and availed the services of an independent third party research agency, CRISIL
MI&A, a division of CRISIL Limited to prepare the report titled “Assessment of the diagnostics industry in
India” dated September 2023 (the “CRISIL Report”), for purposes of inclusion of such information in this
Draft Red Herring Prospectus to understand the industry in which we operate pursuant to an engagement
letter dated June 16, 2023. A copy of the CRISIL Report is available on the website of our Company at
[Link] The CRISIL
Report has been exclusively commissioned by our Company and paid for by our Company on behalf of the
Selling Shareholders. Certain information in this section and “Industry Overview,” “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on pages 121,
170 and 316, respectively, have been derived from the CRISIL Report. Further, the CRISIL Report is prepared
based on information as of specific dates, which may no longer be current or reflect current trends. The Report
may also base its opinion on estimates, projections, forecasts and assumptions that may prove to be incorrect.
In addition, statements from third parties that involve estimates are subject to change, and actual amounts
may differ materially from those included in this Draft Red Herring Prospectus. The CRISIL Report also
highlights certain industry, peer and market data, which may be subject to assumptions.

There are no standard data gathering methodologies in the industry in which we conduct our business, and
methodologies and assumptions vary widely among different industry sources. Furthermore, such
assumptions may change based on various factors. We cannot assure that the assumptions in the CRISIL
Report are correct or will not change and, accordingly, our position in the market may differ from that
presented in this Draft Red Herring Prospectus. Further, the commissioned report is not a recommendation to
invest or disinvest in our Company and shall not be construed as expert advice or investment advice.
Prospective investors are advised not to unduly rely on the CRISIL Report or extracts thereof as included in
this Draft Red Herring Prospectus when making their investment decisions.

44. Our Company will not receive or benefit from any proceeds from the Offer for Sale. The Selling
Shareholders will receive the entire proceeds from the Offer for Sale.

The Offer consists of only an Offer for Sale by the Selling Shareholders. The entire proceeds from the Offer
for Sale will be paid to the Selling Shareholders (after deducting applicable Offer Expenses) and our Company
will not receive any such proceeds. For further information, see “The Offer” and “Objects of the Offer” on
pages 269 and 102, respectively.

EXTERNAL RISK FACTORS

Risks Relating to India

45. Any adverse development, slowdown in Indian economy, political or any other factors beyond our control
may have an adverse impact on our business, results of operations, cash flows and financial condition.

We are dependent on prevailing economic conditions in India and our results of operations are affected by
factors influencing the Indian economy, as well as the economies of the regional markets in which we operate.
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy,

61
 could adversely affect our business, results of operations, cash flows and financial condition and the price of
our Equity Shares.

Further, economic developments globally can have a significant impact on India. For instance, the global
economy has been negatively impacted by the conflict between Russia and Ukraine. Governments in the
United States, United Kingdom, and European Union have imposed sanctions on certain products, industry
sectors, and parties in Russia. The conflict could negatively impact regional and global financial markets and
economic conditions, and result in global economic uncertainty and increased costs of various commodities,
raw materials, energy and transportation. In addition, recent increases in inflation and interest rates globally,
including in India, could adversely affect the Indian economy.

In case we are not able to react to adverse economic developments, sector-specific conditions and cyclical
trends in a flexible and appropriate way, business, results of operations, financial condition and cash flows
could be adversely affected.

46. Changing laws, rules and regulations and legal uncertainties, including adverse application or
interpretation of corporate and tax laws, may adversely affect our business, results of operations and
financial condition.

Our business is subject to various laws and regulations in India which are evolving and are subject to change.
Such changes, may adversely affect our business, financial condition and results of operations, to the extent
that we are unable to suitably respond to and comply with any such changes in applicable law and policy. For
instance, the Government of India announced the union budget for Fiscal 2024, pursuant to which the Finance
Bill, 2023 (“Finance Bill”), proposes to introduce various amendments to taxation laws in India. The Finance
Bill has received the assent of the President of India and has been enforced as the Finance Act, 2023. We
cannot predict whether any amendments made pursuant to the Finance Act, 2023 would have any adverse
effect on our business, financial condition, future cash flows and results of operations.

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. We
may incur increased costs and other burdens relating to compliance with new requirements, which may also
require significant management time and other resources, and any failure to comply may adversely affect our
business, financial condition and results of operations. Uncertainty in the application, 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 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
businesses in the future.

47. Our business may be adversely affected by adverse application or interpretation of competition laws in
India.

The Competition Act, 2002, as amended (“Competition Act”), regulates and was enacted for the purposes
of preventing practices that have or are likely to have an appreciable adverse effect on competition (“AAEC”)
in the relevant market in India and mandates the Competition Commission of India (the “CCI”) to separate
such practices. Under the Competition Act, any formal or informal arrangement, understanding or action in
concert, which causes or is likely to cause an AAEC, is considered void, and results in the imposition of
substantial monetary penalties. Furthermore, any agreement among competitors which directly or indirectly
involves the determination of purchase or sale prices, limits or controls production, supply, markets, technical
development, investment or provision of services, shares the market or source of production or provision of
services, including by way of allocation of geographical area, type of goods or services or number of
customers in the relevant market or directly or indirectly results in bid-rigging or collusive bidding, is
presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a dominant
position by any enterprise. If it is proved that the contravention committed by a company took place with the
consent or connivance or is attributable to any neglect on the part of any director, manager, secretary or other
officer of such company, that person shall also be guilty of the contravention and may be punished.

Further, the Competition (Amendment) Act, 2023 (“Competition Amendment Act”) which was notified on
April 11, 2023, amended the Competition Act and gave the CCI additional powers to prevent practices that
harm competition and the interests of consumers. The Competition Amendment Act, inter alia, modifies the

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 scope of certain factors used to determine AAEC, requires transactions in connection with an acquisition,
merger or amalgamation whose value exceeds ₹ 20,000.00 million to be reported to the CCI, reduces the
overall time limit for the assessment of combinations by the CCI from 210 days to 150 days and empowers
the CCI to impose penalties based on the global turnover of entities, for anti-competitive agreements and
abuse of dominant position.

The Competition Act aims to, among other things, prohibit all agreements and transactions which may have
an AAEC on competition in India. While certain agreements entered into by us could be within the purview
of the Competition Act, the impact of the provisions of the Competition Act on the agreements entered into
by us cannot be predicted with certainty at this stage. Further, the CCI has extra-territorial powers and can
investigate any agreements, abusive conduct or combination occurring outside India if such agreement,
conduct or combination has an AAEC in India. In the event we pursue an acquisition in the future, we may
be affected, directly or indirectly, by the application or interpretation of any provision of the Competition
Act, or any enforcement proceedings initiated by the CCI, or any adverse publicity that may be generated due
to scrutiny or prosecution by the CCI, or if any prohibition or substantial penalties are levied under the
Competition Act, it would adversely affect our business, results of operations and financial condition. The
manner in which the Competition Act and the CCI affect the business environment in India may also
adversely affect our business, results of operations and financial condition.

48. Any adverse revision to India’s debt rating by a domestic or an international rating agency could adversely
affect our business.

India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal
policy or a decline in India’s foreign exchange reserves, all which are outside the control of our Company.
Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings of
India. Any adverse revisions to credit ratings for India by domestic or international rating agencies may
adversely impact our ability to raise additional external financing and the interest rates and other commercial
terms at which such additional financing is available. This could have an adverse effect on our ability to fund
our growth on favorable terms and consequently adversely affect our business and financial performance and
the price of our Equity Shares.

49. Foreign investors are subject to foreign investment restrictions under Indian law that limit our ability to
attract foreign investors, which may adversely impact the market price of our Equity Shares.

We are subject to Indian exchange control regulations that regulate borrowing in foreign currencies, including
those specified under FEMA and the rules thereunder. Under such 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 restrictions), if they comply with the pricing guidelines and
reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is
not in compliance with such pricing guidelines or reporting requirements or falls under any of the exceptions
referred to above, then a prior regulatory approval of the RBI will be 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.

Further, 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 share a 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 of India. Any
such approval(s) would be subject to the discretion of the regulatory authorities. Restrictions on foreign
investment activities and any impact on our ability to attract foreign investors may cause uncertainty and
delays in our future investment plans and initiatives.

We cannot assure investors that any required approval from the RBI or any other governmental agency can
be obtained on any particular terms or at all. For further information, see “Restrictions on Foreign Ownership
of Indian Securities” on page 422.

50. Investors may be subject to Indian taxes arising out of capital gains on the sale of our Equity Shares and
dividend received.

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 Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity
shares in an Indian company is generally taxable in India. A securities transaction tax (“STT”) is levied on
and collected by an Indian stock exchange on which equity shares are sold. Any gain realized on the sale of
listed equity shares held for more than 12 months may be subject to long-term capital gains tax in India at the
specified rates depending on certain factors, such as STT paid, the quantum of gains and any available treaty
exemptions. Accordingly, you may be subject to payment of long-term capital gains tax in India, in addition
to payment of STT, on the sale of any Equity Shares held for more than 12 months. Further, any gain realized
on the sale of our Equity Shares held for a period of 12 months or less will be subject to short-term capital
gains tax in India. While non-residents may claim tax treaty benefits in relation to such capital gains income,
generally, Indian tax treaties do not limit India’s right to impose tax on capital gains arising from the sale of
shares of an Indian company. We cannot predict whether any tax laws or other regulations impacting it 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 a material adverse effect on our business, results of operations and financial condition.

Risks Relating to the Offer and the Equity Shares

51. The determination of the Price Band is based on various factors and assumptions, and the Offer Price of
our Equity Shares may not be indicative of the market price of our Equity Shares after the Offer.

The determination of the Price Band is based on various factors and assumptions, and will be determined in
accordance with applicable law and in consultation with the BRLMs. Further, there can be no assurance that
our key performance indicators (“KPIs”) will improve or become higher than our listed comparable industry
peers in the future or whether we will be able to successfully compete against the listed comparable industry
peers in these KPIs in the future. An inability to improve, maintain or compete, or any reduction in such KPIs
in comparison with the listed comparable industry peers may adversely affect the market price of our Equity
Shares. Moreover, there are no standard methodologies in the industry for the calculations of such KPIs and
as a result, the listed comparable industry peers may calculate and present such financial ratios in a different
manner. There can be no assurance that our methodologies are correct or will not change and accordingly,
our position in the market may differ from that presented in this Draft Red Herring Prospectus.

52. Our Equity Shares have never been publicly traded, and, after the Offer, our Equity Shares may experience
price and volume fluctuations, and an active trading market for our Equity Shares may not develop.

Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the
Stock Exchanges may not develop or be sustained after the Offer. The Offer Price of our Equity Shares will
be determined in accordance with applicable law and in consultation with the BRLMs, through the Book
Building Process. These will be based on numerous factors, including factors as described under “Basis for
the Offer Price” on page 105 and may not be indicative of the market price for our Equity Shares after the
Offer. The market price of our Equity Shares may be subject to significant fluctuations in response to, among
other factors, variations in our operating results, market conditions specific to the industry we operate in,
developments relating to India, volatility in the Stock Exchanges, securities markets in other jurisdictions,
strategic actions by us or our competitors, 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. There is no assurance that investors in our Equity Shares will be able to resell their Equity Shares at
or above the Offer Price.

53. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, IFRS
and U.S. GAAP, which may be material to investors’ assessment of our financial condition.

Our Restated Consolidated Financial Information for Fiscals 2021, 2022 and 2023 have been derived from
the audited financial statements of our Company as at and for the financial years ended March 31, 2021,
March 31, 2022 and March 31, 2023 prepared in accordance with the Indian Accounting Standards (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. The aforementioned financial
statements have been restated in accordance with the SEBI ICDR Regulations and the ICAI Guidance Note.

Ind AS differs in certain significant respects from Indian GAAP, IFRS, U.S. GAAP and other accounting
principles with which prospective investors may be familiar in other countries. If our financial statements
were to be prepared in accordance with such other accounting principles, our results of operations, cash flows

64
 and financial position maybe substantially different. Prospective investors should review the accounting
policies applied in the preparation of our financial statements, and consult their own professional advisers for
an understanding of the differences between these accounting principles and those with which they may be
more familiar. Any reliance by persons not familiar with Indian accounting practices, Ind AS, the Companies
Act and the SEBI ICDR Regulations, on the financial disclosures presented in this Draft Red Herring
Prospectus should be limited accordingly.

54. The current market price of some securities listed pursuant to certain previous issues managed by the
BRLMs is below their respective issue prices.

The current market price of securities listed pursuant to certain previous initial public offerings managed by
the BRLMs is below their respective issue prices. For further information, see “Other Regulatory and
Statutory Disclosures – Price information of past issues handled by the BRLMs” on page 385. The factors
that could affect the market price of our 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 that sustained trading will take place in our Equity Shares, or provide
any assurance regarding the price at which our Equity Shares will be traded after listing.

55. Any future issuance of our Equity Shares or convertible securities or other equity linked instruments by
us may dilute prospective investors’ shareholding, and sales of our Equity Shares by our major
shareholders may adversely affect the trading price of our Equity Shares.

We may be required to finance our growth through future equity offerings. Any future equity that we issue,
including a primary offering of Equity Shares, convertible securities or securities linked to Equity Shares,
including through the exercise of employee stock options, may lead to the dilution of investors’ shareholdings
in our Company. Any future issuances of Equity Shares or the disposal of Equity Shares by our major
shareholders including our Promoter, or the perception that such issuance or sales may occur, may adversely
affect the trading price of our Equity Shares, which may lead to other adverse consequences including
difficulty in raising capital through offering of our Equity Shares or incurring additional debt. There can be
no assurance that we will not issue further Equity Shares or that the major Shareholders will not dispose of,
pledge or encumber their Equity Shares. Any future issuances could also dilute the value of your investment
in our Equity Shares. In addition, any perception by investors that such issuances or sales might occur may
also affect the market price of our Equity Shares.

56. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have a material
adverse effect on the trading price of, and returns on, our Equity Shares, independent of our operating
results.

On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of our Equity Shares will be paid in Indian Rupees and subsequently converted into the relevant
foreign currency for repatriation, if required. Any adverse movement in currency exchange rates during the
time that it takes to undertake such conversion may reduce the net dividend foreign investors receive. In
addition, any adverse movement in currency exchange rates during a delay in repatriating outside India the
proceeds from a sale of Equity Shares, for example, because of a delay in regulatory approvals that may be
required for the sale of Equity Shares, may reduce the proceeds received by Equity Shareholders. For
example, the exchange rate between the Rupee and the U.S. dollar has fluctuated substantially in recent years
and may continue to fluctuate substantially in the future, which may have a material adverse effect on the
trading price of our Equity Shares and returns on our Equity Shares, independent of our operating results.

57. Investors may have difficulty enforcing foreign judgments in India against us, our management or IFC.

Our Company is incorporated under the laws of India and a majority of our Directors, Key Managerial
Personnel and Senior Management are residents of India. A substantial portion of our assets are also located
in India. As a result, it may not be possible for investors to effect service of process upon our Company or
such persons in jurisdictions outside India, or to enforce judgments obtained against such parties outside India
predicated upon civil liabilities on us or such directors and executive officers under laws other than Indian
Law.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of the
Code of Civil Procedure, 1908. India is not party to any international treaty in relation to the recognition or

65
 enforcement of foreign judgments. India has reciprocal recognition and enforcement of judgments in civil
and commercial matters with only a limited number of jurisdictions, such as the United Kingdom, United
Arab Emirates, Singapore and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with
reciprocity must meet certain requirements established in the Indian Code of Civil Procedure, 1908. The CPC
only permits the enforcement and execution of monetary decrees in the reciprocating jurisdiction, not being
in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or
decrees from jurisdictions which do not have reciprocal recognition with India, including the United States,
cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the payment of
money rendered by any court in a non-reciprocating territory for civil liability, whether or not predicated
solely upon the general laws of the non-reciprocating territory, would not be directly enforceable in India.
The party in whose favor a final foreign judgment in a non-reciprocating territory is rendered may bring a
fresh suit in a competent court in India based on the final judgment within three years of obtaining such final
judgment. However, it is unlikely that a court in India would award damages on the same basis as a foreign
court if an action were brought in India or that an Indian court would enforce foreign judgments if it viewed
the amount of damages as excessive or inconsistent with the public policy in India. Further, there is no
assurance that a suit brought in an Indian court in relation to a foreign judgment will be disposed of in a timely
manner. In addition, any person seeking to enforce a foreign judgment in India is required to obtain the prior
approval of the RBI to repatriate any amount recovered, and we cannot assure that such approval will be
forthcoming within a reasonable period of time, or at all, or that conditions of such approval would be
acceptable. Such amount may also be subject to income tax in accordance with applicable law.

Under the provisions of the International Finance Corporation (Status, Immunities and Privileges) Act, 1958
and the United Nations (Privileges and Immunities) Act, 1947, IFC, one of our Selling Shareholders, has
certain immunities, including from legal process, search, requisition, confiscation, expropriation or any other
seizure or attachment in respect of its properties and assets, in India. Additionally, all officers and employees
of IFC are immune from legal process with respect to acts performed by them in their official capacity. There
can be no assurance that you will be able to institute or enforce any action against IFC in India. Similar
limitations may exist in other jurisdictions including the United States of America.

58. QIBs and Non-Institutional Bidders 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 Bidders are
not permitted to withdraw their Bids after Bid/Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to pay the Bid
Amount on submission of the Bid and 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. Similarly, Retail Individual Bidders
can revise or withdraw their bids at any time during the Bid/Offer Period and until the Bid/Offer Closing
Date, but not thereafter. While we are required to complete all necessary formalities for listing and
commencement of trading of our Equity Shares on all Stock Exchanges where such Equity Shares are
proposed to be listed, including Allotment within such period as may be prescribed by the SEBI, adverse
events affecting the investors’ decision to invest in our Equity Shares may arise between the date of
submission of the Bid and Allotment. Therefore, QIBs and Non-Institutional Bidders will not be able to
withdraw or lower their bids following adverse developments in international or national monetary policy,
financial, political or economic conditions, our business, results of operations, cash flows or otherwise at any
stage after the submission of their bids. Our Company may complete the Allotment of our Equity Shares even
if such events occur, and such events limit the Bidders’ ability to sell our Equity Shares Allotted pursuant to
the Offer or cause the trading price of our Equity Shares to decline on listing.

59. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law
and thereby suffer future dilution of their ownership position.

Under the Companies Act, a company incorporated in India and having share capital must offer its equity
shareholders pre-emptive rights to subscribe and pay for a proportionate number of equity shares to maintain
their existing ownership percentages prior to issuance of any new equity shares, unless the pre-emptive rights
have been waived by the adoption of a special resolution by holders of three-fourths of the equity shares
voting on such resolution. However, if the law 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. If we elect not to file a registration statement, the new securities may be issued to a
custodian, who may sell the securities for your benefit. The value such custodian receives on the sale of any

66
 such securities and the related transaction costs cannot be predicted. To the extent that you are unable to
exercise pre-emptive rights granted in respect of our Equity Shares, your proportional equity interests in us
may be reduced.

60. The ability of investors to acquire and sell Equity Shares is restricted by the distribution and transfer
restrictions set forth in this Draft Red Herring Prospectus.

No actions have been taken to permit a public offering of our Equity Shares in any jurisdiction, other than
India. As such, our Equity Shares have not and will not be registered under the U.S. Securities Act, any state
securities laws or the law of any jurisdiction other than India. Furthermore, our Equity Shares are subject to
restrictions on transferability and resale. You are required to inform yourself about and observe these
restrictions. See “Other Regulatory and Statutory Disclosures – Disclaimer in Respect of Jurisdiction” on
page 381. We, our representatives and our agents will not be obligated to recognize any acquisition, transfer
or resale of our Equity Shares made other than in compliance with the restrictions set forth herein.

61. Investors will not be able to sell any Equity Shares on the Stock Exchange until we receive the appropriate
listing and trading approvals.

Our Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions
must be completed before our Equity Shares can be listed and trading of our Equity Shares may commence.
Further, in accordance with Indian law, permission for listing of our Equity Shares will be granted only after
our Equity Shares in this Offer have been Allotted and all other relevant documents authorizing the issuing
of our Equity Shares have been submitted. There could be a failure or delay in listing of our Equity Shares
on the Stock Exchanges. Any failure or delay in obtaining the approval or otherwise to commence trading in
our Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can be no assurance
that our Equity Shares will be credited to investors’ demat accounts, or that trading in our Equity Shares will
commence, within the prescribed time periods or at all. 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 time periods prescribed under law.

62. A third party could be prevented from acquiring control of our Company because of anti-takeover
provisions under Indian law.

Certain provisions in Indian law that may delay, deter or prevent a future takeover or change in control of our
Company, even if a change in control would result in the purchase of your Equity Shares at a premium to the
market price or would otherwise be beneficial to you. Such provisions may discourage or prevent certain
types of transactions involving actual or threatened change in control of our Company. Under the Securities
and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 (“SEBI
Takeover Regulations”), an acquirer has been defined as any person who, directly or indirectly, acquires or
agrees to acquire shares or voting rights or control over a company, whether individually or acting in concert
with others. Although these provisions have been formulated to ensure that interests of investors/shareholders
are protected, these provisions may also discourage a third party from attempting to take control of our
Company. Consequently, even if a potential takeover of our Company would result in the purchase of our
Equity Shares at a premium to their market price or would otherwise be beneficial to its stakeholders, it is
possible that such a takeover would not be attempted or consummated because of the SEBI Takeover
Regulations.

63. Rights of shareholders of companies under Indian law may be different compared to the laws of other
jurisdictions.

Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the
validity of corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’
rights may differ from those that would apply to a company in another jurisdiction. Shareholders’ rights under
Indian law may not be as extensive and widespread as shareholders’ rights under the laws of other countries
or jurisdictions. Investors may face challenges in asserting their rights as a shareholder in an Indian company
rather than as a shareholder of an entity in another jurisdiction.

64. 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.

67
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, market
capitalization etc.

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.

68
 SECTION IV – INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

The Offer comprises of:

Offer for Sale(1)(2) Up to 14,233,964 Equity Shares, aggregating up to ₹ [●]
million
which includes:
A) QIB Portion (3)(4) Not more than [●] Equity Shares aggregating up to ₹ [●]
million
of which:
(i) Anchor Investor Portion Up to [●] Equity Shares aggregating up to ₹ [●] million
(ii) Net QIB Portion (assuming Anchor Investor Portion is Up to [●] Equity Shares aggregating up to ₹ [●] million
fully subscribed)
of which:
(a) Available for allocation to Mutual Funds only (5% Up to [●] Equity Shares aggregating up to ₹ [●] million
of the Net QIB Portion)
(b) Balance of the Net QIB Portion for all QIBs Up to [●] Equity Shares aggregating up to ₹ [●] million
including Mutual Funds

B) Non-Institutional Portion (4) (5) Not less than [●] Equity Shares aggregating up to ₹ [●]
million
of which:
(i) One-third of the Non-Institutional Portion available for Up to [●] Equity Shares aggregating up to ₹ [●] million
allocation to Bidders with an application size of more
than ₹ 200,000 and up to ₹ 1,000,000
(ii) Two-third of the Non-Institutional Portion available Up to [●] Equity Shares aggregating up to ₹ [●] million
for allocation to Bidders with an application size of
more than ₹ 1,000,000

C) Retail Portion (5) Not less than [●] Equity Shares aggregating up to ₹ [●]
million

Pre and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer 78,425,542 Equity Shares

Equity Shares outstanding after the Offer [•] Equity Shares

Use of Offer Proceeds Our Company will not receive any proceeds from the
Offer for Sale. For further details, see “Objects of the
Offer” on page 102.

(1) The Offer has been authorized by a resolution of our Board dated August 4, 2023. Further, our IPO Committee has taken on record
the consents of the Selling Shareholders by its resolution dated September 29, 2023.

(2) The Equity Shares being offered by the Selling Shareholders have been held for a continuous period of at least one year immediately
preceding the date of this Draft Red Herring Prospectus or are otherwise eligible for being offered for sale pursuant to the Offer in
terms of the SEBI ICDR Regulations. Each of the Selling Shareholders have confirmed and authorised their respective participation in
the Offer for Sale as set out below:

Date of board
Name of the Selling Aggregate number of Equity Shares
S. No. resolution / corporate Date of consent letter
Shareholder being offered in the Offer for Sale
authorisation
1. International Finance Up to 2,985,075 Equity Shares August 31, 2023 September 29, 2023
Corporation
2. NYLIM Jacob Ballas India Up to 7,462,700 Equity Shares August 2, 2023 September 29, 2023
Fund III LLC
3. Resurgence PE Investments Up to 3,786,189 Equity Shares August 9, 2023 September 29, 2023
Limited

(3) Up to 60% of the QIB Portion may be allocated to Anchor Investors on a discretionary basis in accordance with applicable law and in
consultation with the BRLMs. The QIB Portion will accordingly be reduced for the Equity Shares allocated to Anchor Investors. One-
third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic
Mutual Funds at or above the Anchor Investor Allocation Price. 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 Net QIB Portion shall be available for allocation
on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be available for allocation on a

69
 proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at
or above the Offer 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 Net QIB Portion and allocated proportionately to the
QIB Bidders in proportion to their Bids. For details, see “Offer Procedure” on page 402.

(4) Under-subscription, if any, in the QIB Portion would not be allowed to be met with spill-over from other categories or a combination
of categories. 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 allowed to be met with spill over from any other category or combination of categories, as applicable, on a
discretionary basis in accordance with applicable law and in consultation with the BRLMs and the Designated Stock Exchange.

(5) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Bidders and Retail Individual Bidders, shall
be made on a proportionate basis subject to valid Bids received at or above the Offer Price. 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. The allocation to each Non-Institutional Bidder shall not
be less than ₹ 0.2 million, subject to the availability of Equity Shares in Non-Institutional Portion, and the remaining Equity Shares, if
any, shall be allocated on a proportionate basis in accordance with the SEBI ICDR Regulations. Allocation to Anchor Investors shall
be on a discretionary basis in accordance with applicable law and in consultation with the BRLMs. For details, see “Offer Procedure”
on page 402.

For details, including in relation to grounds for rejection of Bids, refer to “Offer Structure “and “Offer Procedure”
on page 399 and 402, respectively. For details of the terms of the Offer, see “Terms of the Offer” on page 392.

70
 SUMMARY FINANCIAL INFORMATION

Summary Restated Consolidated Statements of Assets and Liabilities

(All amounts in ₹ millions, unless otherwise stated)
As at As at As at
31 March 2023 31 March 2022 31 March 2021
ASSETS
Non-current assets
(a) Property, plant and equipment 3,110.93 2,943.07 2,611.26
(b) Capital work-in-progress 13.32 21.20 11.14
(c) Right-of-use assets 1,018.65 865.38 543.18
(d) Goodwill 8,507.65 8,329.84 4,191.78
(e) Other intangible assets 4,105.46 3,067.77 182.45
(f) Investments accounted for using the equity method 32.00 31.90 558.75
(g) Financial assets
(i) Loans 8.19 2.09 1.31
(ii) Other financial assets 257.59 245.03 98.80
(h) Deferred tax assets (net) 406.97 409.16 245.83
(i) Other tax assets (net) 628.53 495.65 381.02
(j) Other non-current assets 520.93 474.05 393.00
Total non-current assets 18,610.22 16,885.14 9,218.52
Current assets
(a) Inventories 609.73 567.30 375.88
(b) Financial assets
(i) Trade receivables 1,431.49 1,495.46 1,442.12
(ii) Cash and cash equivalents 1,137.44 1,035.78 2,266.16
(iii) Bank balances other than (ii) above 2,099.42 2,586.44 1,336.43
(iv) Loans 2.20 1.87 1,098.30
(v) Other financial assets 167.44 113.52 47.25
(c) Other current assets 129.50 114.12 78.46
Total current assets 5,577.22 5,914.49 6,644.60
Total assets 24,187.44 22,799.63 15,863.12
EQUITY AND LIABILITIES
EQUITY
(a) Equity share capital 784.26 784.26 784.26
(b) Other equity 18,671.51 17,877.28 12,329.56
Total equity 19,455.77 18,661.54 13,113.82
LIABILITIES
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 18.96 16.12 9.70
(ii) Lease liabilities 812.86 667.07 397.06
(iii) Other financial liabilities 192.58 32.15 58.68
(b) Provisions 305.19 311.05 249.20
(c) Deferred tax liabilities 672.42 688.30 -
Total non-current liabilities 2,002.01 1,714.69 714.64
Current liabilities
(a) Financial liabilities
(i) Borrowings 9.33 6.39 2.83
(ii) Lease liabilities 252.96 243.61 172.67
(iii) Trade payables
- Total outstanding dues of micro enterprises and 166.10 83.53 28.14
small enterprises
- Total outstanding dues of creditors other than 1,228.62 1,209.61 1,135.95
micro enterprises and small enterprises
(iv) Other financial liabilities 695.86 551.30 385.10
(b) Other current liabilities 284.90 246.73 240.39
(c) Provisions 79.10 77.61 69.58
(d) Current tax liabilities (net) 12.79 4.62 -
Total current liabilities 2,729.66 2,423.40 2,034.66
Total liabilities 4,731.67 4,138.09 2,749.30
Total equity and liabilities 24,187.44 22,799.63 15,863.12

71
Summary Restated Consolidated Statement of Profit and Loss
(All amounts in ₹ millions, unless otherwise stated)
Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021
Income
Revenue from operations 13,474.62 16,049.11 10,350.73
Other income 236.40 134.36 256.21
Total income 13,711.02 16,183.47 10,606.94
Expenses
Cost of materials consumed 3,159.79 3,991.36 2,876.20
Cost of tests outsourced 169.78 145.53 121.24
Employee benefits expense 3,078.82 3,072.57 2,434.95
Finance costs 154.51 157.64 117.93
Depreciation and amortisation expense 889.70 802.77 520.65
Other expenses 4,676.47 4,720.52 3,168.21
Total expenses 12,129.07 12,890.39 9,239.18
Restated profit before share of profit of equity accounted 1,581.95 3,293.08 1,367.76
investees, exceptional items and tax
Share of profit of equity accounted investees (net of income tax) 0.10 9.03 435.70
Restated profit before exceptional items and tax 1,582.05 3,302.11 1,803.46
Exceptional items - 3,061.43 -
Restated profit before tax 1,582.05 6,363.54 1,803.46
Tax expense
Current tax 431.80 967.12 407.84
Deferred tax (credit)/charge (16.11) (150.66) 83.17
Total tax expense 415.69 816.46 491.01
Restated profit for the year 1,166.36 5,547.08 1,312.45
Restated other comprehensive income
A (i) Items that will not be reclassified to profit or loss
(a) Remeasurements of the defined benefit plans of the 9.70 9.12 (0.41)
Company and its subsidiaries
(b) Remeasurements of the defined benefit plans of joint - - 0.81
ventures
(ii) Income tax relating to items that will not be reclassified to
profit or loss
(a) Income tax on remeasurements of the defined benefit plans (2.42) (2.32) 0.13
of the Company and its subsidiaries
(b) Income tax on remeasurements of the defined benefit plans - - (0.20)
of joint ventures
7.28 6.80 0.33
B (i) Items that will be reclassified to profit or loss
(a) Exchange differences in translating the financial statements (6.89) (6.16) 5.16
of foreign operations
Restated total other comprehensive income (net of income tax) 0.39 0.64 5.49
(A(i+ii)+B(i))
Restated total comprehensive income for the year 1,166.75 5,547.72 1,317.94
Restated profit for the year attributable to:
- Owners of the Company 1,166.36 5,547.08 1,312.45
Restated other comprehensive income for the year attributable to:
- Owners of the Company 0.39 0.64 5.49
Restated total comprehensive income for the year attributable to:
- Owners of the Company 1,166.75 5,547.72 1,317.94
Earnings per equity share (Face value of Rs. 10 each)
(i) Basic (in Rupees) 14.87 70.73 16.74
(ii) Diluted (in Rupees) 14.76 70.21 16.62

72
Summary Restated Consolidated Statement of Cash Flows
(All amounts in ₹ millions, unless otherwise stated)
Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021
A Cash flows from operating activities
Restated profit before tax 1,582.05 6,363.54 1,803.46
Adjustments for:
Depreciation and amortisation expense 889.70 802.77 520.65
Loss/ (Gain) on disposal of property, plant and equipment (net) (32.95) 3.45 (1.13)
Share of profit of equity accounted investees (net of income tax) (0.10) (9.03) (435.70)
Loss allowance for deposits and advances 1.36 1.60 5.64
Loss allowance for trade receivables 143.65 76.55 142.67
Advances written off - - 1.08
Exceptional items - (3,061.43) -
Equity settled share based payment - - (9.43)
Liabilities/provisions no longer required written back (47.32) (88.43) (49.48)
Finance costs 154.51 157.64 117.93
Gain on sale of investment (7.40) - -
Gain on termination of leases (18.25) - -
Interest income (154.26) (120.55) (235.69)
Operating profit before changes in assets and liabilities 2,510.99 4,126.11 1,860.00
(Increase) in inventories (41.80) (112.26) (70.23)
(Increase) in trade receivables (65.12) (50.03) (120.88)
(Increase)/decrease in loans and other financial assets (45.27) (33.29) 242.97
(Increase) in other assets (20.46) (22.49) (6.90)
Increase in trade payables 124.38 58.61 263.00
(Decrease)/increase in other financial liabilities (23.21) 101.37 35.90
(Decrease)/increase in Provisions (11.21) 7.87 11.05
Increase/(decrease) in other liabilities 35.59 (68.06) 2.60
Cash generated from operations 2,463.89 4,007.83 2,217.51
Direct taxes paid (net) (552.54) (1,059.33) (451.30)
Net cash generated from operating activities 1,911.35 2,948.50 1,766.21
B Cash flows from investing activities
Interest received 134.72 127.55 229.78
Investment in equity shares (refer note 50A) (125.00) (3,375.00) -
Fixed deposits made during the year (6,493.47) (5,166.52) (1,698.72)
Fixed deposits matured during the year 6,949.93 3,865.85 1,917.53
Repayment of loan given to fellow subsidiaries - 1,071.70 -
Purchase of current investment (1,209.94) - -
Proceeds from sale of current investment 1,217.34 -
Dividend from joint venture - 110.45 280.00
Payments for purchase of property, plant and equipment and (1,466.60) (629.03) (372.41)
intangible assets
Payment of purchase consideration in business combination (138.93) - (7.00)
(Refer note 50B, 50C and 50D)
Proceeds from disposal of property, plant and equipment 59.97 11.35 25.47
Net cash (used in)/generated from investing activities (1,071.98) (3,983.65) 374.65
C Cash flows from financing activities*
Proceeds from borrowings 15.28 14.03 12.46
Repayment of borrowings (9.60) (4.10) (1.10)
Principal payment of lease liabilities (256.29) (225.75) (185.15)
Interest paid on lease liabilities (88.64) (80.02) (63.03)
Dividend paid (372.52) - -
Finance cost paid (29.89) (39.30) (27.12)
Net cash used in financing activities (741.66) (335.14) (263.94)
Net increase/(decrease) in cash and cash equivalents [A+B+C] 97.71 (1,370.29) 1,876.92
Cash and cash equivalents at the beginning of the year 1,035.78 2,266.16 391.72
Effect of movements in exchange rates 3.95 2.76 (2.48)
Add: Cash and cash equivalents in respect of acquisitions - 137.15 -
(refer note 50A)
Cash and cash equivalents at the end of the year 1,137.44 1,035.78 2,266.16

73
*Changes in financial liabilities arising from financing activities

Borrowings (including
Particulars Lease liabilities
interest accrued)
As at 01 April 2020 1.19 648.50
Addition during the year 12.46 152.25
Derecognition of lease liability - (44.93)
Interest cost 0.43 63.03
Payment of lease liabilities (including interest of Rs. 63.03 million) - (248.18)
Effect of changes in foreign exchange rates (0.03) (0.95)
Repayments of borrowings (1.10) -
Finance cost paid (0.36) -
As at 31 March 2021 12.59 569.72
As at 01 April 2021 12.59 569.72
Addition during the year 14.03 503.91
Addition on acquisitions (Refer Note 50A) - 65.10
Derecognition of lease liability - (3.38)
Interest cost 1.28 80.02
Payment of lease liabilities (including interest of Rs. 80.02 million) - (305.77)
Effect of changes in foreign exchange rates 0.06 1.06
Repayments of borrowings (4.10) -
Finance cost paid (1.24) -
As at 31 March 2022 22.62 910.66
As at 01 April 2022 22.62 910.66
Addition during the year 15.28 490.94
Addition on acquisitions (Refer Note 50B and 50C) - 17.10
Derecognition of lease liability - (98.63)
Interest cost 1.93 88.64
Payment of lease liabilities (including interest of Rs. 88.64 million) - (344.93)
Effect of changes in foreign exchange rates 0.10 2.04
Repayments of borrowings (9.60) -
Finance cost paid (1.86) -
As at 31 March 2023 28.47 1,065.82

74
 GENERAL INFORMATION

Our Company was originally incorporated as “Specialty-Ranbaxy Private Limited” in Delhi, a private limited
company under the Companies Act, 1956, pursuant to a certificate of incorporation dated July 7, 1995 issued by
the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. On March 30, 1996, our Company
became a deemed public limited company and the endorsement to this effect was made on March 30, 1996, on
the original certificate of incorporation dated July 7, 1995. The name of our Company was changed to “SRL
Ranbaxy Limited”, pursuant to a special resolution dated June 3, 2002 and the certificate of incorporation dated
December 13, 2002 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. Thereafter,
the name of our Company was changed to “Super Religare Laboratories Limited” pursuant to a special resolution
dated August 14, 2008, and the certificate of incorporation dated August 28, 2008 issued by the Registrar of
Companies, N.C.T. of Delhi and Haryana at New Delhi. The name of our Company was further changed to “SRL
Limited” pursuant to the special resolution dated June 28, 2012 and the certificate of incorporation dated July 6,
2012. Recently, the name of our Company was changed to its present name, “Agilus Diagnostics Limited”,
pursuant to a special resolution dated May 21, 2023, and the fresh certificate of incorporation dated May 31, 2023,
issued by the Registrar of Companies, Punjab and Chandigarh at Chandigarh (“RoC”). For further details in
relation to the changes in the name and registered office of our Company, see “History and Certain Corporate
Matters” on page 200.

Registered Office

Agilus Diagnostics Limited

Fortis Hospital
Sector 62, Phase – VIII
Mohali – 160 062
Punjab, India

For details of changes in the registered office of our Company, see “History and Certain Corporate Matters -
Changes in the registered office of our Company” on page 200.

Corporate Office

Agilus Diagnostics Limited

306, Tower-A, 3rd Floor
Unitech Cyber Park, Sector-39
Gurugram –122 002
Haryana, India

Company registration number and corporate identification number

Corporate registration number: 045956

CIN: U74899PB1995PLC045956

The Registrar of Companies

Our Company is registered with the RoC which is situated at the following address:

Registrar of Companies, Punjab and Chandigarh at Chandigarh

1, Corporate Bhawan
Plot No. 4 B, Sector 27 B
Chandigarh – 160019
Chandigarh, India

Board of Directors

As of the date of this Draft Red Herring Prospectus, the composition of our Board is as disclosed below:

Name Designation DIN Address

Ravi Rajagopal Chairman and 00067073 Flat 96, Eyre Court 3-21, Finchley Road,

75
 Name Designation DIN Address
Independent Director London – NW89TX, United Kingdom

Anand Kuppuswamy Managing Director 02427196 Plot No. 7, Door No. 17/26, Swamy Nagar
and Chief Executive Extension, First Street, Ullagaram, Chennai –
Officer 600091, Tamil Nadu, India
Dr. Ashutosh Non-Executive 02775637 UD-02-1202, 1050/1, Survey Park, Udita
Raghuvanshi Director Complex, E M Bypass, Santoshpur, Circus
Avenue, Kolkata-700075, West Bengal, India
Dilip Kadambi Non-Executive 02148022 7-25 Grange Heights, 21 St Thomas Walk
Director Singapore – 238145.
Ashok Pandit Additional Non- 09279899 82 Grange Road #08-02 Singapore 249587
Executive Director
Suvalaxmi Chakraborty Independent Director 00106054 Flat No. B/1607, 16th Floor, Ashok Towers,
Dr. Ambedkar Road, next to ITC Grand
Central Hotel, Parel Mumbai – 400012

For further details of our Board, see “Our Management – Board of Directors” on page 212.

Company Secretary and Compliance Officer

Trapti is the Company Secretary and Compliance Officer of our Company. Her contact details are as follows:

Trapti
306, Tower-A, 3rd Floor
Unitech Cyber Park, Sector-39
Gurugram – 122 002
Haryana, India
Telephone: 0124-6261111
Email: investors@[Link]

Investor Grievances

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

All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer
with a copy to the relevant Designated Intermediary(ies) to whom the Bid cum Application Form was submitted.
The Bidder should give full details such as name of the sole or first Bidder, Bid cum Application Form number,
Bidder’s DP ID, Client ID, UPI ID, PAN, date of submission of the Bid cum Application Form, address of the
Bidder, number of Equity Shares applied for, the name and address of the Designated Intermediary(ies) where the
Bid cum Application Form was submitted by the Bidder and ASBA Account number (for Bidders other than UPI
Bidders) in which the amount equivalent to the Bid Amount was blocked or the UPI ID, in case of UPI Bidders.

Further, the ASBA Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement
number received from the Designated Intermediary(ies) 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. The Registrar to the Offer shall obtain the required
information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.

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 BRLMs where the Anchor Investor Application Form was submitted by the Anchor Investor.

76
Book Running Lead Managers

ICICI Securities Limited Axis Capital Limited

ICICI Venture House 1st Floor, Axis House, C-2 Wadia International
Appasaheb Marathe Marg Center
Prabhadevi, Mumbai – 400 025 Pandurang Budhkar Marg, Worli, Mumbai - 400
Maharashtra, India 025
Telephone: +91 22 6807 7100 Maharashtra, India
Email: [Link]@[Link] Telephone: +91 22 4325 2183
Investor grievance email: Email: [Link]@[Link]
customercare@[Link] Investor grievance email:
Website: [Link] complaints@[Link]
Contact person: Sameer Purohit Website: [Link]
SEBI registration no.: INM000011179 Contact person: Pavan Naik
SEBI registration no.: INM000012029

Citigroup Global Markets India Private Limited

1202, 12th Floor, First International Financial Centre, G
Block
Bandra Kurla Complex, Bandra (East)
Mumbai - 400 098
Maharashtra, India
Telephone: +91 22 6175 9999
Email: [Link]@[Link]
Investor grievance email: [Link]@[Link]
Website:
[Link]/rhtm/[Link]
Contact person: Huzefa Bodabhaiwala
SEBI registration no.: INM000010718

Statement of responsibilities

I-Sec, Axis and Citi are the BRLMs to the Offer. The following table sets forth the inter-se allocation of
responsibilities for various activities among the BRLMs:

Co-ordination
Sr. No. Activity Responsibility Approved by
Company
1. Capital Structuring, due diligence of the Company including its I-Sec, Citi, I-Sec
operations/management/business plans/legal etc. Drafting and design of Axis
this Draft Red Herring Prospectus, the Red Herring Prospectus, the
Prospectus, abridged prospectus and application form. The Book Running
Lead Managers shall ensure compliance with stipulated requirements and
completion of prescribed formalities with the Stock Exchanges, RoC and
SEBI including finalisation of Prospectus and RoC filing
2. Drafting and approval of all statutory advertisements I-Sec, Citi, I-Sec
Axis
3. Drafting and approval of all publicity material other than statutory I-Sec, Citi, Citi
advertisements, including corporate advertising, brochures, media Axis
monitoring, etc. and filing of media compliance report
4. Appointment of intermediaries (including co-ordinating all agreements to I-Sec, Citi, Citi
be entered with such parties): advertising agency, registrar, printers, Axis
banker(s) to the Offer, sponsor bank, share escrow agent, syndicate
members etc.
5. Preparation of road show presentation and frequently asked questions I-Sec, Citi, Citi
Axis
6. International institutional marketing of the Offer, which will cover, inter I-Sec, Citi, Citi
alia: Axis

• Institutional marketing strategy and preparation of publicity budget;

77
 Co-ordination
Sr. No. Activity Responsibility Approved by
Company
• Finalising the list and division of international investors for one-to-
one meetings

• Finalising international road show and investor meeting schedules

7. Domestic institutional marketing of the Offer, which will cover, inter alia: I-Sec, Citi, I-Sec
Institutional marketing strategy and preparation of publicity budget; Axis
Finalising the list and division of domestic investors for one-to-one
meetings
• Finalising domestic road show and investor meeting schedules
8. Non – institutional and retail marketing of the offer, which will cover, inter I-Sec, Citi, Axis
alia: Axis
• Finalising media, marketing and public relations strategy including
list of frequently asked questions at retail road shows;
• Follow - up on distribution of publicity and offer material
including forms, the Prospectus and deciding on the quantum
of Issue material; and
• Finalising centres for holding conferences for brokers etc. and
• Finalising collection centres
9. Coordination with Stock Exchanges for book building software, bidding I-Sec, Citi, Axis
terminals, mock trading, intimation to Stock Exchange for anchor portion Axis
and deposit of 1% security deposit with designated stock exchange.
10. Managing the book and finalization of pricing determined in I-Sec, Citi, Citi
accordance with applicable law Axis
11. Post bidding activities including management of escrow accounts, I-Sec, Citi, Axis
coordinate non-institutional allocation, coordination with registrar, SCSBs Axis
and banks, intimation of allocation and dispatch of refund to bidders, etc.
Post-Offer activities, which shall involve essential follow-up steps
including allocation to anchor investors, follow-up with bankers to the
Offer and SCSBs to get quick estimates of collection and advising the
issuer about the closure of the Offer, based on correct figures, finalisation
of the basis of allotment or weeding out of multiple applications,
coordination for unblock of funds by SCSBs, finalization of trading,
dealing and listing of instruments, dispatch of certificates or demat credit
and refunds and coordination with various agencies connected with the
post-issue activity such as registrar to the Offer, bankers to the Offer,
SCSBs including responsibility for underwriting arrangements, as
applicable.
Payment of the applicable securities transaction tax (“STT”) on sale of
unlisted equity shares by the Selling Shareholders under the Offer for Sale
to the Government and filing of the STT return by the prescribed due date
as per Chapter VII of Finance (No. 2) Act, 2004.
Co-ordination with SEBI and stock exchanges for refund of 1% security
deposit and submission of all post-offer reports including final post-offer
report to SEBI.

Syndicate Members

[•]

Legal Counsel to our Company as to Indian Law

Khaitan & Co
One World Centre
10th & 13th Floors, Tower 1C
841, Senapati Bapat Marg
Mumbai – 400 013
Maharashtra, India
Telephone: +91 22 6636 5000

78
Statutory Auditors of our Company

B S R & Co. LLP, Chartered Accountants

Building No.10, 12th Floor, Tower – C
DLF Cyber City, Phase II
Gurugram - 122 002, Haryana, India
Telephone: +91 124 719 1000
E-mail ID: rnayar@[Link]
Peer Review Number.: 014196
Firm Registration Number: 101248W/W-100022

Changes in the auditors

There has been no change in the statutory auditors of our Company during the three years preceding the date of
this Draft Red Herring Prospectus.

Registrar to the Offer

KFin Technologies Limited

Selenium Tower B, Plot No.31-32
Gachibowli, Financial District
Nanakramguda, Serilingampally
Hyderabad – 500 032, Telangana, India
Telephone: +91 40 6716 2222/1800 309 4001
Email: [Link]@[Link]
Investor grievance email: [Link]@[Link]
Website: [Link]
Contact person: M. Murali Krishna
SEBI registration no: INR000000221

Bankers to our Company

Axis Bank Limited DBS Bank India Limited

3rd floor, Plot 25, Pusa Road 2nd floor Building No. 10C DLF Cybercity
New Delhi – 110 005 Gurugram – 122 002
New Delhi, India Haryana, India
Telephone: +91 98999 95805 Telephone: 011 6621 1862
Contact person: Manisha Gupta Contact person: Anish Bansal
Email: [Link]@[Link] Email: anishbansal@[Link]

Banker(s) to the Offer

Escrow Collection Bank(s)

[●]

Public Offer Account Bank(s)

[●]

Refund Bank(s)

[●]

Sponsor Bank(s)

[●]

79
Designated Intermediaries

Self-Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website at
[Link] 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 a UPI Bidder), not Bidding
through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the ASBA Forms, is
available at [Link] or at
such other websites as may be prescribed by SEBI from time to time.

Self-Certified Syndicate Banks eligible as Issuer Banks 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, SEBI Circular
No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, UPI Bidders may only apply through the SCSBs and
mobile applications using the UPI handles specified on the website of the SEBI, which may be updated from time
to time. A list of SCSBs and mobile applications, using the UPI handles and which are live for applying in public
issues using UPI mechanism is available on the website of SEBI at
[Link] as updated from time
to time and at such other websites as may be prescribed by SEBI from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process 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 at [Link] which
may be updated from time to time or any such other website as may be prescribed by SEBI from time to time. For
more information on such branches collecting Bid cum Application Forms from the Syndicate at Specified
Locations, see the website of the SEBI at
[Link] or any such other website as may be
prescribed by SEBI from time to time.

Registered Brokers

Bidders can submit ASBA Forms in the Offer using the stock broker network of the Stock Exchanges, i.e., through
the Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms
from Bidders (other than RIBs), including details such as postal address, telephone number and e-mail address, is
provided on the websites of the BSE and the NSE at
[Link] and
[Link] respectively, as updated from
time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms from Bidders (other than RIBs) at the Designated RTA
Locations, including details such as address, telephone number and e-mail address, is provided on the websites of
Stock Exchanges at [Link] and
[Link] respectively, as updated from time
to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms from Bidders (other than RIBs) at the Designated CDP
Locations, including details such as name and contact details, is provided on the websites of BSE at
[Link] and on the website of NSE at
[Link] as updated from time to time.

80
Credit Rating

As the Offer is of Equity Shares, there is no requirement to obtain credit rating.

Debenture Trustee

As the Offer is of Equity Shares, there is no requirement to appoint a debenture trustee.

Monitoring Agency

As the Offer is an offer for sale of Equity Shares, there is no requirement to appoint a monitoring agency for this
Offer.

Grading of the Offer

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

Green Shoe Option

No green shoe option is contemplated under the Offer.

Appraising Entity

No appraising entity has been appointed in relation to the Offer since the Offer solely comprises of an offer for
sale of Equity Shares by the Selling Shareholders and our Company will not receive any proceeds from the Offer.

Experts

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

Our Company has received written consent dated September 28, 2023, from our Statutory Auditors, B S R & Co.
LLP, Chartered Accountants, to include their name as required under Section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Draft Red Herring Prospectus as an “expert” as defined under Section
2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors and in respect of
their (i) examination report dated September 25, 2023, on our Restated Consolidated Financial Information, and
(ii) report dated September 28, 2023, on the statement of possible special tax benefits and included in this Draft
Red Herring Prospectus and such consent has not been withdrawn as on the date of this DRHP. However, the term
“expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.

Underwriting Agreement

The Underwriting Agreement has not been executed as on the date of this Draft Red Herring Prospectus. 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 and the Selling Shareholders will enter into an Underwriting Agreement with the
Underwriters for the Equity Shares proposed to be offered through the Offer. Pursuant to the terms of the
Underwriting Agreement, the obligations of the Underwriters will be several and will be subject to certain
conditions to closing, as specified therein.

The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the
following number of Equity Shares:

(This portion has been left blank intentionally and will be updated in the Prospectus)

Name, address, telephone and email of the Indicative number of Equity Shares to Amount underwritten
Underwriters be underwritten (in ₹ million)
[●] [●] [●]
[●] [●] [●]
Total [●] [●]

81
The abovementioned amounts are indicative and will be finalized after determination of the Offer Price and Basis
of Allotment, and actual allocation and will be in accordance with the Regulation 40(3) of the SEBI ICDR
Regulations.

In the opinion of our Board of Directors, the resources of the Underwriters are sufficient to enable them to
discharge their respective underwriting obligations in full. The Underwriters are registered with SEBI under
Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board/IPO Committee,
at its meeting held on [●], approved the acceptance and entering into the Underwriting Agreement mentioned
above on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to investors procured by them in accordance with the
Underwriting Agreement.

Filing of the Draft Red Herring Prospectus

A copy of this Draft Red Herring Prospectus will be filed through the SEBI Intermediary Portal at
[Link] in accordance with SEBI master circular bearing reference SEBI/HO/CFD/PoD-
2/P/CIR/2023/00094 dated June 21, 2023, as specified in Regulation 25(8) of the SEBI ICDR Regulations.

It 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, India

Filing of the Red Herring Prospectus and Prospectus

A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed, will
be filed with the RoC in accordance with Section 32 of the Companies Act, 2013, and a copy of the Prospectus
required to be filed under Section 26 of the Companies Act, 2013, will 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, the Bid cum Application Forms (and the Revision Forms, if any), within the Price
Band. The Price Band will be decided in accordance with applicable law and in consultation with the BRLMs,
and if not disclosed in the Red Herring Prospectus, will be advertised in all editions of [●], a widely circulated
English national daily newspaper, all editions of [●], a widely circulated Hindi national daily newspaper, and all
editions of [●], a widely circulated Punjabi newspaper, Punjabi being the regional language of Punjab, where our
Registered Office is located, 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. The Offer Price shall
be determined in accordance with applicable law and in consultation with the BRLMs, after the Bid / Offer Closing
Date. For further details, see “Offer Procedure” on page 402.

All Bidders, other than Anchor Investors, shall only participate through the ASBA process by providing the details
of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs.
Additionally, Retail Individual Bidders shall participate through the ASBA process only using the UPI
Mechanism. Non-Institutional Bidders with an application size of up to ₹500,000 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.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to
withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any

82
stage. Retail Individual Bidders can revise their Bids during the Bid / Offer Period and withdraw their Bids until
the Bid / Offer Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor
Bidding Date. Allocation to QIBs (other than Anchor Investors) will be on a proportionate basis while allocation
to Anchor Investors will be on a discretionary basis in consultation with the BRLMs and in accordance with
applicable law.

Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in
relation to this Offer. Each of the Selling Shareholders have, severally and not jointly, specifically
confirmed that they will comply with the SEBI ICDR Regulations and any other directions issued by SEBI,
as applicable to such Selling Shareholder, in relation to its portion of the Offered Shares. In this regard,
our Company and the Selling Shareholders have appointed the Book Running Lead Managers to manage
this Offer and procure Bids for this Offer.

For further details, see “Terms of the Offer” and “Offer Procedure” on pages 392 and 402, respectively.

The Book Building Process under the SEBI ICDR Regulations and the Bidding Process are subject to
change, from time to time and the Bidders are advised to make their own judgement about investment
through this process prior to submitting a Bid in the Offer.

Bidders should note that the Offer is also subject to obtaining (i) final approval of the RoC after the Prospectus is
filed with the RoC; and (ii) final listing and trading approvals from the Stock Exchanges, which our Company
shall apply for after Allotment within six Working Days of the Bid/Offer Closing Date or such other time period
as prescribed under applicable law.

Each Bidder, by submitting a Bid in the Offer, will be deemed to have acknowledged the above restrictions and
the terms of the Offer.
For further details on the method and procedure for Bidding, see “Offer Structure” and “Offer Procedure” on
pages 399 and 402, respectively.

83
 CAPITAL STRUCTURE

The share capital of our Company as on the date of this Draft Red Herring Prospectus is set forth below:
(in ₹, except share data)
Aggregate value at
Aggregate nominal value
Offer Price*
A AUTHORISED SHARE CAPITAL
89,000,000 Equity Shares of face value of ₹10 890,000,000 -
each
4,000,000 compulsorily convertible preference 80,000,000 -
shares of face value of ₹20 each
Total 970,000,000 -

B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER

78,425,542 Equity Shares of face value of ₹10 784,255,420 -
each

C PRESENT OFFER (1)

Offer for Sale of up to 14,233,964 Equity Shares 142,339,640 [●]
aggregating up to ₹[●] million(2)

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

78,425,542 Equity Shares of face value of ₹ 10 784,255,420 [•]
each

E SECURITIES PREMIUM ACCOUNT

Before the Offer (in ₹ million) 6,942.51
After the Offer (in ₹ million) [•]
* To be updated upon finalization of the Offer Price.
(1) The Offer has been authorized by a resolution of our Board of Directors at their meeting held on August 4, 2023. Further, our IPO
Committee has taken on record the approval for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated September
29, 2023.
(2) Each of the Selling Shareholders confirms that their respective portion of the Offered Shares have been held by them for a period of at
least one year prior to the date of filing of this Draft Red Herring Prospectus with SEBI or are otherwise eligible for being offered for
sale pursuant to the Offer in terms of the SEBI ICDR Regulations. Further, each of the Selling Shareholders have, severally and not
jointly, confirmed and authorised their respective participation in the Offer for Sale pursuant to their respective consent letters. For
further details, see “Other Regulatory and Statutory Disclosures- Authority for the Offer” on page 378.

Changes in the authorised share capital of our Company

For details of changes to our Company’s authorised share capital in the last 10 years, see “History and Certain
Corporate Matters – Amendments to our Memorandum of Association” on page 201.

84
Notes to the Capital Structure

1. Equity share capital history of our Company

(a) The following table sets forth the history of the equity share capital of our Company:

Face value
No. of Equity Issue price per Form of
Date of allotment Details of allottees Reason for / Nature of allotment per Equity
Shares allotted Equity Share (₹) consideration
Share (₹)
December 12, 1995 Allotment of 50 Equity Shares each to Dr. Parvinder Singh and Ajit Initial subscription to the Memorandum 200 10 10.00 Cash
Yadav and 100 Equity Shares to Jyoti Sagar of Association
March 30, 1996 Allotment of 1,449,902 Equity Shares each to Ranbaxy Laboratories Rights issue 2,899,804 10 10.00 Cash
Limited and Specialty Laboratories Asia (Singapore) Pte. Limited
March 14, 1997 Allotment of 2,899,804 Equity Shares each to Ranbaxy Laboratories Rights issue in the ratio of two Equity 5,799,608 10 10.00 Cash
Limited and Specialty Laboratories Asia (Singapore) Pte. Limited Shares for every one Equity Share held
March 27, 2000 Allotment of 2,174,853 Equity Shares each to Ranbaxy Laboratories Rights issue in the ratio of one Equity 4,349,706 10 10.00 Cash
Limited and Specialty Laboratories Asia (Singapore) Pte. Limited Share for every two Equity Shares held
March 16, 2002 Allotment of 300,000 Equity Shares to Ranbaxy Holding Company Further issue 300,000 10 10.00 Cash
December 6, 2007 Allotment of 2,224,886 Equity Shares each to Gurpreet Singh Dhillon Further issue 4,449,772 10 11.00 Cash
and Gurkirat Singh Dhillon (under guardianship of Shabnam Dhillon)
June 6, 2009 Allotment of 2,000,000 Equity Shares to Prime Trust Further issue 2,000,000 10 20.00 Cash
August 4, 2010 Allotment of 6,000,000 Equity Shares to RHC Holding Private Conversion of non-cumulative 6,000,000 10 50.00 Cash
Limited(1) compulsorily convertible preference
shares of face value of ₹ 100 each
August 20, 2010 Allotment of 10,000,000 Equity Shares to Oscar Investments Limited, Further issue 21,000,000 10 50.00 Cash
5,000,000 Equity Shares each to Malav Holdings Private Limited and
Shivi Holdings Private Limited and 1,000,000 Equity Shares to
Religare Group Companies Employees Benefit Trust
August 20, 2010 Allotment of 5,069,902 Equity Shares to Piramal Healthcare Limited, Issuance pursuant to acquisition of the 5,199,899 10 259.62 Other than cash
77,998 Equity Shares to Dr. Avinash Phadke and 51,999 Equity Shares equity share capital of Piramal
to Dr. Bhavin Jankharia Diagnostic Services Private Limited(2)
April 29, 2011 Allotment of 5,310,315 Equity Shares to Avigo PE Investments Further issue 5,310,315 10 188.31 Cash
Limited
June 7, 2011 Allotment of 1,691,542 Equity Shares to IL&FS Trust Company Further issue 2,487,562 10 201.00 Cash
Limited as a trustee of Spring Healthcare India Trust, 597,015 Equity
Shares to Spring Healthcare (P) Limited and 199,005 Equity Shares to
Sabre Capital (Mauritius) Limited
November 11, 2014 Allotment of 30,314 Equity Shares to Dr. Sushant Agrawal Allotment pursuant to exercise of stock 30,314 10 40.00 Cash
options under ESOP 2009
May 26, 2015 Allotment of 29,808 Equity Shares to Dr. Maria Maledo Borges Allotment pursuant to exercise of stock 29,808 10 40.00 Cash
options under ESOP 2009

85
 Face value
No. of Equity Issue price per Form of
Date of allotment Details of allottees Reason for / Nature of allotment per Equity
Shares allotted Equity Share (₹) consideration
Share (₹)
November 8, 2016 Allotment of 15,600 Equity Shares to Pradeep X. Manuel, 6,500 Equity Allotment pursuant to exercise of stock 22,600 10 40.00 Cash
Shares to Harsha Sajnani, and 500 Equity Shares to Prakash Chand options under ESOP 2009
December 2, 2016 Allotment of 12,437,811 Equity Shares to NYLIM Jacob Ballas India Conversion of compulsorily convertible 12,437,811 10 -(3) Other than cash
Fund III LLC(3) preference shares of face value of ₹ 20
each
February 10, 2017 Allotment of 66,000 Equity Shares to Sanjeev Vashishta Allotment pursuant to exercise of stock 66,000 10 201.00 Cash
options under ESOP 2013
May 26, 2017 Allotment of 25,067 Equity Shares to Dr. Deepa Dave and 11,661 Allotment pursuant to exercise of stock 36,728 10 40.00 Cash
Equity Shares to Abhijit Gorai options under ESOP 2009
May 30, 2017 Allotment of 5,970,149 Equity Shares to International Finance Conversion of compulsorily convertible 5,970,149 10 -(4) Other than cash
Corporation(4) preference shares of face value of ₹ 20
each
September 4, 2017 Allotment of 27,397 Equity Shares to Dr. Leena Chatterjee Allotment pursuant to exercise of stock 27,397 10 40.00 Cash
options under ESOP 2009
May 28, 2018 Allotment of 7,869 Equity Shares to H.R. Hareesh Allotment pursuant to exercise of stock 7,869 10 40.00 Cash
options under ESOP 2009
Total No. of Equity Shares 78,425,542
(1)
The Board allotted 6,000,000 Equity Shares to RHC Holding Private Limited pursuant to conversion of 3,000,000 non-cumulative compulsorily convertible preference shares of face value of ₹ 100 each allotted
pursuant to resolution of the Board dated June 23, 2009.
(2)
Our Company (a) issued certain fully paid-up non-convertible debentures to Piramal Healthcare Limited, (b) paid certain cash consideration and allotted 5,199,899 Equity Shares to Piramal Healthcare Limited, Dr.
Bhavin Jankharia, Dr. Avinash Phadke, as consideration for the purchase of the entire equity share capital of Piramal Diagnostic Services Private Limited pursuant to the share purchase, share allotment and debenture
subscription agreement dated July 13, 2010, entered into amongst our Company, Piramal Healthcare Limited, Dr. Bhavin Jankharia, Dr. Avinash Phadke and Piramal Diagnostic Services Private Limited.
(3)
8,333,333 compulsorily convertible preference shares were allotted to NYLIM Jacob Ballas India Fund III LLC for a total issue price of ₹ 300 per compulsorily convertible preference share (including face value of ₹
20 per compulsorily convertible preference share and share premium of ₹ 280 per compulsorily convertible preference share) for cash consideration aggregating to ₹ 2,499,999,900 pursuant to a resolution of our share
allotment committee dated June 28, 2012. The said compulsorily convertible preference shares were converted to 12,437,811 Equity Shares of face value of ₹ 10 each pursuant to resolution of our share allotment and
shareholders’/investors’ grievance committee dated December 2, 2016, in accordance with the terms of conversion specified in share subscription agreement dated June 12, 2012, entered into amongst our Company,
our Promoter, International Finance Corporation Limited, NYLIM Jacob Ballas India Fund III LLC and other parties.
(4)
4,000,000 compulsorily convertible preference shares were allotted to International Finance Corporation for a total issue price of ₹ 300 per compulsorily convertible preference share (including face value of ₹ 20 per
compulsorily convertible preference share and share premium of ₹ 280 per compulsorily convertible preference share) for cash consideration aggregating to ₹ 1,200,000,000 pursuant to a resolution of our share
allotment committee dated June 28, 2012. The said compulsorily convertible preference shares were converted to 5,970,149 Equity Shares of face value ₹ 10 each pursuant to resolution of our Board dated May 30, 2017,
in accordance with the terms of conversion specified in share subscription agreement dated June 12, 2012, entered into amongst our Company, our Promoter, International Finance Corporation Limited, NYLIM Jacob
Ballas India Fund III LLC and other parties.

86
 (b) Our Company does not have any outstanding preference shares as on the date of filing of this Draft Red
Herring Prospectus.

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

3. Except as disclosed below, our Company has not issued any Equity Shares for consideration other than
cash:

No. of Face
Issue price Reason for / Benefits
Date of Equity value per Form of
per Equity Details of allottees Nature of accrued to
allotment Shares Equity consideration
Share (₹) allotment our Company
allotted Share (₹)
August 20, 5,199,899 10 259.62 Other than Allotment of 5,069,902 Issuance Improved our
2010 cash Equity Shares to pursuant to presence in
Piramal Healthcare acquisition of western and
Limited, 77,998 Equity the equity southern
Shares to Dr. Avinash share capital markets of
Phadke and 51,999 of Piramal India.
Equity Shares to Dr. Diagnostic
Bhavin Jankharia Services
Private
Limited(1)
December 12,437,81 10 -(2) Other than Allotment of Conversion -
2, 2016 1 cash 12,437,811 Equity of
Shares to NYLIM compulsorily
Jacob Ballas India Fund convertible
III LLC(2) preference
shares of face
value of ₹ 20
each
May 30, 5,970,149 10 -(3) Other than Allotment of 5,970,149 Conversion -
2017 cash Equity Shares to of
International Finance compulsorily
Corporation(3) convertible
preference
shares of face
value of ₹ 20
each
(1)
Our Company (a) issued certain fully paid-up non-convertible debentures to Piramal Healthcare Limited, (b) paid certain cash
consideration and allotted 5,199,899 Equity Shares to Piramal Healthcare Limited, Dr. Bhavin Jankharia, Dr. Avinash Phadke, as
consideration for the purchase of the entire equity share capital of Piramal Diagnostic Services Private Limited pursuant to the share
purchase, share allotment and debenture subscription agreement dated July 13, 2010, entered into amongst our Company, Piramal Healthcare
Limited, Dr. Bhavin Jankharia, Dr. Avinash Phadke and Piramal Diagnostic Services Private Limited.
(2)
8,333,333 compulsorily convertible preference shares were allotted to NYLIM Jacob Ballas India Fund III LLC for a total issue price of ₹
300 per compulsorily convertible preference share (including face value of ₹ 20 per compulsorily convertible preference share and share
premium of ₹ 280 per compulsorily convertible preference share) for cash consideration aggregating to ₹ 2,499,999,900 pursuant to a
resolution of our share allotment committee dated June 28, 2012. The said compulsorily convertible preference shares were converted to
12,437,811 Equity Shares of face value of ₹ 10 each pursuant to resolution of our share allotment and shareholders’/investors’ grievance
committee dated December 2, 2016, in accordance with the terms of conversion specified in share subscription agreement dated June 12, 2012,
entered into amongst our Company, our Promoter, International Finance Corporation Limited, NYLIM Jacob Ballas India Fund III LLC and
other parties.
(3)
4,000,000 compulsorily convertible preference shares were allotted to International Finance Corporation for a total issue price of ₹ 300 per
compulsorily convertible preference share (including face value of ₹ 20 per compulsorily convertible preference share and share premium of
₹ 280 per compulsorily convertible preference share) for cash consideration aggregating to ₹ 1,200,000,000 pursuant to a resolution of our
share allotment committee dated June 28, 2012. The said compulsorily convertible preference shares were converted to 5,970,149 Equity
Shares of face value ₹ 10 each pursuant to resolution of our Board dated May 30, 2017, in accordance with the terms of conversion specified
in share subscription agreement dated June 12, 2012, entered into amongst our Company, our Promoter, International Finance Corporation
Limited, NYLIM Jacob Ballas India Fund III LLC and other parties.

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

5. Our Company has not issued any Equity Shares, during a period of one year preceding the date of this Draft
Red Herring Prospectus.

6. All Equity Shares transferred 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 Draft Red Herring Prospectus.

87
7. Except for stock options granted pursuant to ESOP 2009 or ESOP 2013, there are no outstanding warrants,
options or rights to convert debentures, loans or other instruments convertible into, or which would entitle
any person with an option to receive Equity Shares as on the date of this Draft Red Herring Prospectus.

8. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from
time to time.

88
 Shareholding Pattern of our Company

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

Shareholding Number of
as a % Equity Shares
Number of voting rights held in each class of Number of locked
Number of assuming full pledged or
Shareholding securities in Equity Shares
Equity conversion of otherwise
Number Total as a % of (IX) (XII)
Number of Shares convertible encumbered Number of
Number of of partly number of total number
shares underlying securities (as (XIII) Equity Shares
Category of Number of fully paid-up paid-up Equity of shares
Category underlying Number of voting rights outstanding a percentage held in
Shareholder Shareholders Equity Equity Shares held (calculated as
(I) depository convertible of diluted As a % dematerialized
(II) (III) Shares held Shares (VII) per SCRR, As a %
receipts securities Equity Share of total form
(IV) held =(IV)+(V)+ 1957) Total as a of total
(VI) Class eg: Class (including capital) Number Number Equity (XIV)
(V) (VI) (VIII) As a % % of Equity
Equity eg: Total warrants) (XI)= (a) (a) Shares
of (A+B+C2) (A+B+ C) Shares
Shares others (X) (VII)+(X) As held
held (b)
a % of (b)
(A+B+C2)
(A) Promoter 1 45,236,779 - - 45,236,779 57.68 45,236,779 - 45,236,779 57.68 - 57.68 - - - - 45,236,779
and
Promoter
Group
(B) Public 19 33,188,763 - - 33,188,763 42.32 33,188,763 - 33,188,763 42.32 - 42.32 - - - - 33,188,763
(C) Non - - - - - - - - - - - - - - - - -
Promoter-
Non Public
(C)(1) Shares - - - - - - - - - - - - - - - - -
underlying
DRs
C(2) Shares held - - - - - - - - - - - - - - - - -
by
Employee
Trusts
Total 20 78,425,542 - - 78,425,542 100.00 78,425,542 - 78,425,542 100.00 - 100.00 - - - - 78,425,542
(A)+(B)+(C
)

89
9. Major shareholders

As on the date of this Draft Red Herring Prospectus, our Company has a total of 20 shareholders.

The list of our major Shareholders and the number of Equity Shares held by them is provided below:

(a) The details of our Shareholders holding 1% or more of the paid-up Equity Share capital of our
Company, as on the date of this Draft Red Herring Prospectus are set forth below:

% of the pre-
S. Number of % of the pre-Offer Offer share
Name of the Shareholder
No. Equity Shares share capital (%) capital on a fully
diluted basis (%)#
1. Fortis Healthcare Limited 45,236,779 57.68 57.11
2. NYLIM Jacob Ballas India 12,437,811 15.70
Fund III LLC 15.86
3. Resurgence PE Investments 6,310,315 7.97
Limited 8.05
4. International Finance 5,970,149 7.54
Corporation 7.61
5. Axis Bank Limited 4,300,000 5.48 5.43
6. Prime Trust 2,000,000 2.55 2.52
7. Logos Holding Company 1,519,772 1.94 1.92
Private Limited
Total 77,774,826 99.17 98.19
# Assuming the exercise of the vested options.

(b) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our
Company, ten days prior to the date of this Draft Red Herring Prospectus are set forth below:

% of the pre-Offer
S. Number of % of the pre-Offer share capital on a
Name of the Shareholder
No. Equity Shares share capital (%) fully diluted basis
(%)#
1. Fortis Healthcare Limited 45,236,779 57.68 57.11
2. NYLIM Jacob Ballas India 12,437,811 15.70
Fund III LLC 15.86
3. Resurgence PE Investments 6,310,315 7.97
Limited 8.05
4. International Finance 5,970,149 7.54
Corporation 7.61
5. Axis Bank Limited 4,300,000 5.48 5.43
6. Prime Trust 2,000,000 2.55 2.52
7. Logos Holding Company 1,519,772 1.94 1.92
Private Limited
Total 77,774,826 99.17 98.19
# Assuming the exercise of the vested options.

(c) The details of our shareholders who held 1% or more of the paid-up equity share capital of our
Company, one year prior to the date of this Draft Red Herring Prospectus are set forth below:

% of the pre-Offer
S. Number of Equity % of the pre-Offer share capital on a
Name of the Shareholder
No. Shares share capital (%) fully diluted basis
(%)#
1. Fortis Healthcare Limited 45,236,779 57.68 57.11
2. NYLIM Jacob Ballas India 12,437,811 15.70
Fund III LLC 15.86
3. Resurgence PE Investments 6,310,315 7.97
Limited 8.05
4. International Finance 5,970,149 7.54
Corporation 7.61
5. Axis Bank Limited 4,300,000 5.48 5.43
6. Prime Trust 2,000,000 2.55 2.52

90
 % of the pre-Offer
S. Number of Equity % of the pre-Offer share capital on a
Name of the Shareholder
No. Shares share capital (%) fully diluted basis
(%)#
7. Logos Holding Company 1,949,772 2.49 2.46
Private Limited
Total 78,204,826 99.72 98.73
# Assuming the exercise of the vested options.

(d) The details of our shareholders who held 1% or more of the paid-up equity share capital of our
Company, two years prior to the date of this Draft Red Herring Prospectus are set forth below:

% of the pre-Offer
S. Number of % of the pre-Offer share capital on a
Name of the Shareholder
No. Equity Shares share capital (%) fully diluted basis
(%)#
1. Fortis Healthcare Limited 45,236,779 57.68 57.09
2. NYLIM Jacob Ballas India 12,437,811 15.70
Fund III LLC 15.86
3. Resurgence PE Investments 6,310,315 7.96
Limited 8.05
4. International Finance 5,970,149 7.53
Corporation 7.61
5. Axis Bank Limited 4,300,000 5.48 5.43
6. Prime Trust 2,000,000 2.55 2.52
7. Logos Holding Company 1,949,772 2.46
Private Limited 2.49
Total 78,204,826 99.72 98.69
# Assuming the exercise of the vested options.

10. Details of Shareholding of our Promoter and members of the Promoter Group in our Company

(i) Equity Shareholding of the Promoter

As on the date of this Draft Red Herring Prospectus, our Promoter holds 45,236,779 Equity Shares,
equivalent to 57.68% of the issued, subscribed and paid-up Equity Share capital of our Company, as
set forth in the table below.

Pre-Offer Equity Share Capital Post-Offer Equity Share Capital

S. Name of the
No. of Equity % of total Share- No. of Equity % of total Share-
No. Shareholder
Shares holding (%) Shares holding
1. Fortis Healthcare 45,236,779 57.68 [•] [•]
Limited
Total 45,236,779 57.68 [•] [•]

91
(ii) Build-up of the Promoter’s shareholding in our Company

The build-up of the equity shareholding of our Promoter since the incorporation of our Company is set forth in the table below:

Date of Percentage of Percentage of

Face value Issue price / Cumulative
allotment / No. of Equity Nature of the pre-Offer post-Offer
Nature of issue/ transaction per Equity Transfer price per No. of Equity
transfer / Shares consideration share capital share capital
Share (₹) Equity Share (₹) Shares
transmission (%) (%)
May 12, 2011 Transfer from Oscar Investments 16,674,359 Cash 10 188.00 16,674,359 21.26 [•]
Limited
May 12, 2011 Transfer from Malav Holdings Private 7,437,330 Cash 10 188.00 24,111,689 9.48 [•]
Limited
May 12, 2011 Transfer from Shivi Holdings Private 7,437,329 Cash 10 188.00 31,549,018 9.48 [•]
Limited
May 12, 2011 Transfer from RHC Holding Private 6,000,000 Cash 10 188.00 37,549,018 7.65 [•]
Limited
May 12, 2011 Transfer from Maple Leaf Buildcon 5,199,899 Cash 10 188.00 42,748,917 6.63 [•]
Private Limited
May 12, 2011 Transfer from Sanjeev Singhal# 100 Cash 10 188.00 42,749,017 Negligible [•]
May 12, 2011 Transfer from Chandershekhar Jha# 100 Cash 10 188.00 42,749,117 Negligible [•]
May 12, 2011 Transfer from Hemant Dhingra# 100 Cash 10 188.00 42,749,217 Negligible [•]
October 5, 2015 Transfer from IL&FS Trust Company 1,691,542 Cash 10 423.00 44,440,759 2.16 [•]
Limited (as a trustee for the benefit of
Spring Healthcare India Trust)
October 5, 2015 Transfer from Sabre Partner Trust 199,005 Cash 10 423.00 44,639,764 0.25 [•]
October 14, 2015 Transfer from Spring Healthcare (P) 597,015 Cash 10 423.00 45,236,779 0.76 [•]
Limited
Total No. of Equity Shares 45,236,779 57.68 [•]
#As nominee of Oscar Investments Limited.

92
 (iii) All the Equity Shares held by our Promoter were fully paid-up on the respective dates of allotment of
such Equity Shares. As on the date of this Draft Red Herring Prospectus, none of the Equity Shares
held by our Promoter are subject to any pledge.

(iv) Shareholding of our Promoter Group and the directors of our Promoter

As on the date of this Draft Red Herring Prospectus, none of the members of the Promoter Group and
the directors of our Promoter hold any Equity Shares.

11. Details of Promoter’s Contribution and Lock-in

(i) In accordance with Regulation 14 and Regulation 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 our Promoter
(assuming exercise of vested options, if any, under the ESOP Schemes), shall be locked in for a period
of 18 months, or such other period as may be prescribed under the SEBI ICDR Regulations, as
minimum promoter’s contribution from the date of Allotment (“Promoter’s Contribution”), and our
Promoter’s shareholding in excess of 20% of the fully diluted post-Offer equity share capital shall be
locked in for a period of six months from the date of Allotment or such other period as may be
prescribed under the SEBI ICDR Regulations.

(ii) The details of the Equity Shares to be locked-in for a period of 18 months, or such other period as
prescribed under the SEBI ICDR Regulations, from the date of Allotment as Promoter’s Contribution
are set forth in the table below:

Percenta Percenta
Issue/ Date up to
ge of ge of
acquisiti which the
Face pre- post-
Number of Date of on price Equity
Name of Nature of value per Offer Offer
Equity Shares allotment/ per Shares
Promoter transaction Equity paid-up paid-up
locked-in(1)(2) transfer Equity are
Share (₹) Equity Equity
Share subject to
Share Share
(₹) lock in
capital capital*
[●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●]
* Subject to finalisation of the Basis of Allotment.
(1) For a period of 18 months or such other period as prescribed under SEBI ICDR Regulations from the date of Allotment.
(2) All Equity Shares were fully paid-up at the time of Allotment.

(iii) Our Promoter has given its consent to include such number of Equity Shares held by it as disclosed
above, constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as
Promoter’s Contribution. Our Promoter has agreed not to sell, transfer, charge, pledge or otherwise
encumber in any manner the Promoter’s Contribution from the date of filing this Draft 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.

(iv) Our Company undertakes that the Equity Shares that are being locked-in are not and will not be
ineligible for computation of Promoter’s Contribution in terms of Regulation 15 of the SEBI ICDR
Regulations. For details of the build-up of the equity share capital held by our Promoter, see “-Build-
up of the Promoter’s shareholding in our Company” on page 92.

In this connection, we confirm that the Equity Shares considered as Promoter’s Contribution:

(a) have not been acquired during the immediately preceding three years from the date of this Draft
Red Herring Prospectus for consideration other than cash, involving any revaluation of assets
or capitalisation of intangible assets;

(b) did not result from a bonus issue of Equity Shares during the immediately preceding three years
from the date of this Draft Red Herring Prospectus, by utilisation of revaluation reserves or
unrealised profits of the Company, or from bonus issue against Equity Shares which are
otherwise ineligible for Promoter’s Contribution;

93
 (c) are not acquired or subscribed to during the immediately preceding year from the date of this
Draft Red Herring Prospectus; and

(d) are not subject to any pledge or any other encumbrance.

Further, our Company has not been formed by 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.

12. Details of Equity Shares locked-in for six months:

In addition to 20% of the fully diluted post-Offer shareholding of our Company held by our Promoter and
locked-in for a period of 18 months as specified above, in terms of the SEBI ICDR Regulations, the entire
pre-Offer Equity Share capital of our Company will be locked-in for a period of six months from the date of
Allotment, including any unsubscribed portion of the Offer for Sale, and excluding any other categories of
Shareholders exempted under Regulation 17 of the SEBI ICDR Regulations, as applicable.

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.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by the Promoter, which are
locked-in may be transferred to members of the Promoter Group or to any new promoter or persons in control
of our Company, subject to continuation of the lock-in; in the hands of the transferees for the remaining period
and in compliance with the SEBI Takeover Regulations, as applicable. Such transferees are not eligible to
transfer such transferred Equity Shares till the expiry of the lock-in period.

Pursuant to Regulation 21(a) of the SEBI ICDR Regulations, the Equity Shares held by our Promoter, which
are locked-in for a period of 18 months from the date of Allotment may be pledged as collateral security for
loans granted by scheduled commercial banks, public financial institutions, NBFC-SI or housing finance
companies, provided that such loans have been granted by such bank or institution for the purpose of
financing one or more of the objects of the Offer and pledge of the Equity Shares is a term of sanction of
such loans, which is not applicable in the context of this Offer.

Pursuant to Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our Promoter which
are locked-in for a period of 6 months from the date of Allotment may be pledged as collateral security for
loans granted by scheduled commercial banks, public financial institutions, NBFC-SI or housing finance
companies, provided that pledge of the Equity Shares is one of the terms of sanction of such loans.

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 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
Promoter prior to the Offer 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 along with the Equity
Shares proposed to be transferred, subject to continuation of the lock-in in the hands of transferee for the
remaining period and compliance with the SEBI Takeover Regulations. Such transferee shall not be eligible
to transfer until the expiry of the lock -in period and compliance with the Takeover Regulations.

13. Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors

Fifty percent of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be
locked-in for a period of 90 days from the date of Allotment and the remaining Equity Shares allotted to
Anchor Investors under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date
of Allotment.

14. Except for the issuance of Equity Shares pursuant to exercise of options granted or to be granted under the
ESOP 2009 and ESOP 2013, 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

94
 into or exchangeable, directly or indirectly for Equity Shares) whether on a preferential basis or by way of
issue of bonus shares or on a rights basis or by way of further public issue of Equity Shares or otherwise.

15. Except for the issuance of Equity Shares pursuant to exercise of options granted or to be granted under the
ESOP 2009 and ESOP 2013, 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 Draft Red Herring Prospectus with SEBI until the Equity Shares are listed on the Stock Exchanges.

16. Our Promoter, the members of our Promoter Group, the Directors of our Company and their relatives, and
the directors of our Promoter, have not purchased or sold any securities of our Company during the period
of six months immediately preceding the date of this Draft Red Herring Prospectus.

17. There have been no financing arrangements whereby members of our Promoter Group, our Directors and
their relatives, and the directors of our Promoter have financed the purchase by any other person of securities
of our Company other than in the normal course of business, during a period of six months immediately
preceding the date of filing of this Draft Red Herring Prospectus.

18. Neither our Company, nor any of our Directors have entered into any buy-back arrangements for purchase
of Equity Shares being offered through this Offer from any person. Further, the BRLMs have not made any
buy-back arrangements for purchase of Equity Shares being offered through this Offer from any person.

19. Our Promoter and the members of our Promoter Group shall not participate in the Offer.

20. No person connected with the Offer, including, but not limited to, the BRLMs, the Syndicate Members, our
Company, our Directors, members of the Promoter Group, the Promoter or Group Companies, shall offer or
provide any incentive, direct or indirect, in any manner, whether in cash or kind or services or otherwise, to
any Bidder for making a Bid, except for fees or commission for services rendered in relation to the Offer,.

21. Except as disclosed below, as on the date of this Draft Red Herring Prospectus, the BRLMs 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:

Sr. No. Name No. of Equity Shares Percentage of the pre-Offer paid up share capital (%)
1. Axis Bank Limited 4,300,000 5.48
Total 4,300,000 5.48

The BRLMs 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.

22. The BRLMs and associates of the BRLMs cannot apply in the Offer under the Anchor Investor Portion,
except for Mutual Funds sponsored by entities which are associates of the BRLMs, insurance companies
promoted by entities which are associates of the BRLMs, AIFs sponsored by entities which are associates of
the BRLMs, FPIs (other than individuals, corporate bodies and family offices) which are associates of the
BRLMs and pension funds sponsored by entities which are associates of the BRLMs.

23. Our Company shall ensure that all transactions in the securities of the Company by our Promoter and the
Promoter Group between the date of filing of this Draft Red Herring Prospectus and the date of closure of
the Offer shall be intimated to the Stock Exchanges within 24 hours of such transactions.

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

25. None of the Directors, Key Managerial Personnel or Senior Management of our Company, hold any Equity
Shares in our Company.

26. Employee Stock Option Schemes of our Company

(i) ESOP 2009

Our Company, pursuant to a resolution passed by our Board on June 23, 2009, and the resolution

95
passed by the Shareholders on August 17, 2009, adopted ESOP 2009. The ESOP 2009 is in
compliance with the SEBI SBEB Regulations and was last amended by the special resolution passed
by our Shareholders on September 8, 2023.

As on the date of this Draft Red Herring Prospectus, 1,517,470 options have been granted by our
Company under ESOP 2009. The details of the ESOP 2009 are as follows:

Details#
From April 1,
Particulars
Fiscal 2021 Fiscal 2022 Fiscal 2023 2023 till the date
of the DRHP
Options granted during Nil Nil Nil Nil
the period
Options vested (including Nil Nil Nil Nil
options that have been
exercised) during the
period
Options exercised during Nil Nil Nil Nil
the period
Options forfeited/ lapsed/ 16,860 Nil Nil Nil
cancelled during the
period
Options outstanding 4,87,018 5,13,209* 5,13,209 5,13,209
(including vested and
unvested options) at the
end of the period
Exercise price of options 40.00 40.00 40.00 40.00
(in ₹ per Share) of
outstanding options
Total no. of Equity Shares 4,87,018 5,13,209 5,13,209 5,13,209
that would arise as a
result of full exercise of
options granted (net of
cancelled options) at the
end of the period
Variation in terms of NA NA NA NA
options
Money realised by Nil Nil Nil Nil
exercise of options (In ₹
million) during the period
Total no. of options in 4,87,018 5,13,209 5,13,209 5,13,209
force at the end of the
period
Employee wise details of
options granted to (during
the period)
(i) Key management Not Applicable
personnel / Senior
management
personnel
(ii) Any other employee Not Applicable
who received a grant
in any one year of
options amounting to
5% or more of the
options granted
during the year
(iii) Identified employees Not Applicable
who are granted
options, during any
one year equal to or
exceeding 1% of the
issued capital
(excluding
outstanding warrants

96
 Details#
From April 1,
Particulars
Fiscal 2021 Fiscal 2022 Fiscal 2023 2023 till the date
of the DRHP
and conversions) of
our Company at the
time of grant
Fully diluted EPS on a 16.62 70.21 14.76 Not Applicable
pre-Offer basis pursuant
to the issue of equity
shares on exercise of
options calculated in
accordance with the
applicable accounting
standard on ‘Earnings Per
Share’ (in ₹)
Difference between Not Applicable
employee compensation
cost calculated using the
intrinsic value of stock
options and the employee
compensation cost that
shall have been
recognised if the
Company had used fair
value of options and
impact of this difference
on profits and EPS of the
Company
Description of the pricing Not Applicable
formula and the method
and significant
assumptions used during
the year to estimate the
fair values of options,
including weighted-
average information,
namely, risk-free interest
rate, expected life,
expected volatility,
expected dividends and
the price of the
underlying share in
market at the time of
grant of the option
Impact on profits and Not applicable since there were no options granted in last three years.
EPS of the last three years
if the Company had
followed the accounting
policies specified in the
SEBI ESOP Regulations
in respect of options
granted in the last three
years
Intention of the key None of the whole-time directors, key managerial personnel, senior managerial
managerial personnel, personnel hold any Equity Shares in the Company, allotted on exercise of options
Senior management granted under an employee stock option scheme/ employee stock purchase scheme.
personnel and whole-time
directors who are holders
of Equity Shares allotted
on exercise of options
granted under an
employee stock option
scheme or allotted under
an employee stock
purchase scheme, to sell

97
 Details#
From April 1,
Particulars
Fiscal 2021 Fiscal 2022 Fiscal 2023 2023 till the date
of the DRHP
their Equity Shares
within three months after
the date of listing of the
Equity Shares in the
initial public offer
(aggregate number of
Equity Shares intended to
be sold by the holders of
options), if any
Intention to sell Equity None of the whole-time directors, key managerial personnel, senior managerial
Shares arising out of an personnel and employees having Equity Shares issued under an employee stock option
employee stock option scheme or employee stock purchase scheme amounting to more than 1% of the issued
scheme or allotted under capital (excluding outstanding warrants and conversions), holding vested employee
an employee stock stock option, intend to sell any Equity Shares in the Company arising out of an
purchase scheme, within employee stock option scheme or allotted under an employee stock purchase scheme.
three months after the
date of listing, by
directors, key managerial
personnel, senior
managerial personnel and
employees having Equity
Shares issued under an
employee stock option
scheme or employee
stock purchase scheme
amounting to more than
1% of the issued capital
(excluding outstanding
warrants and
conversions)
* Including 26,191 ESOPs reinstated during the year
# As certified by N B T and Co, Chartered Accountants by way of their certificate dated September 29, 2023.

(ii) ESOP 2013

Our Company, pursuant to a resolution passed by our Board on August 23, 2013, and the resolution
passed by the Shareholders on September 20, 2013 adopted ESOP 2013. The ESOP 2013 is in
compliance with the SEBI SBEB Regulations and was last amended by the special resolution passed by
our Shareholders on September 8, 2023.

As on the date of this Draft Red Herring Prospectus, 1,445,937 options (including 1,195,937 options
originally granted and 250,000 options which were cancelled and further granted) have been granted
by our Company under ESOP 2013. The details of the ESOP 2013 are as follows:

Details#
From April 1,
Particulars
Fiscal 2021 Fiscal 2022 Fiscal 2023 2023 till the date
of the DRHP
Options granted during Nil Nil Nil Nil
the period
Options vested (including 218,143 36,300 5,610 Nil
options that have been
exercised) during the
period
Options exercised during Nil Nil Nil Nil
the period
Options forfeited/ lapsed/ 231,000 25,000 Nil Nil
cancelled during the
period
Options outstanding 296,500 271,500 271,500 271,500
(including vested and

98
 Details#
From April 1,
Particulars
Fiscal 2021 Fiscal 2022 Fiscal 2023 2023 till the date
of the DRHP
unvested options) at the
end of the period
Exercise price of options 428.00 428.00 428.00 428.00
(in ₹ per Share) of
outstanding options
Total no. of Equity Shares 296,500 271,500 271,500 271,500
that would arise as a result
of full exercise of options
granted (net of cancelled
options) at the end of the
period
Variation in terms of NA NA NA NA
options
Money realised by Nil Nil Nil Nil
exercise of options (In ₹
million) during the period
Total no. of options in 296,500 271,500 271,500 271,500
force at the end of the
period
Employee wise details of
options granted to (during
the period)
(i) Key management Not Applicable
personnel / Senior
management
personnel
(ii) Any other employee Not Applicable
who received a grant
in any one year of
options amounting to
5% or more of the
options granted
during the year
(iii) Identified employees Not Applicable
who are granted
options, during any
one year equal to or
exceeding 1% of the
issued capital
(excluding
outstanding warrants
and conversions) of
our Company at the
time of grant
Fully diluted EPS on a 16.62 70.21 14.76 Not Applicable
pre-Offer basis pursuant
to the issue of equity
shares on exercise of
options calculated in
accordance with the
applicable accounting
standard on ‘Earnings Per
Share’ (in ₹)
Difference between Not Applicable
employee compensation
cost calculated using the
intrinsic value of stock
options and the employee
compensation cost that
shall have been
recognised if the
Company had used fair

99
 Details#
From April 1,
Particulars
Fiscal 2021 Fiscal 2022 Fiscal 2023 2023 till the date
of the DRHP
value of options and
impact of this difference
on profits and EPS of the
Company
Description of the pricing Not Applicable
formula and the method
and significant
assumptions used during
the year to estimate the
fair values of options,
including weighted-
average information,
namely, risk-free interest
rate, expected life,
expected volatility,
expected dividends and
the price of the underlying
share in market at the time
of grant of the option
Impact on profits and EPS Not applicable since there were no options granted in last three years.
of the last three years if
the Company had
followed the accounting
policies specified in the
SEBI ESOP Regulations
in respect of options
granted in the last three
years
Intention of the key None of the whole-time directors, key managerial personnel, senior managerial
managerial personnel, personnel hold any Equity Shares in the Company, allotted on exercise of options
Senior management granted under an employee stock option scheme/ employee stock purchase scheme.
personnel and whole-time
directors who are holders
of Equity Shares allotted
on exercise of options
granted under an
employee stock option
scheme or allotted under
an employee stock
purchase scheme, to sell
their Equity Shares within
three months after the
date of listing of the
Equity Shares in the
initial public offer
(aggregate number of
Equity Shares intended to
be sold by the holders of
options), if any
Intention to sell Equity None of the whole-time directors, key managerial personnel, senior managerial
Shares arising out of an personnel and employees having Equity Shares issued under an employee stock
employee stock option option scheme or employee stock purchase scheme amounting to more than 1% of the
scheme or allotted under issued capital (excluding outstanding warrants and conversions), holding vested
an employee stock employee stock option, intend to sell any Equity Shares in the Company arising out
purchase scheme, within of an employee stock option scheme or allotted under an employee stock purchase
three months after the scheme.
date of listing, by
directors, key managerial
personnel, senior
managerial personnel and
employees having Equity
Shares issued under an
employee stock option

100
 Details#
From April 1,
Particulars
Fiscal 2021 Fiscal 2022 Fiscal 2023 2023 till the date
of the DRHP
scheme or employee
stock purchase scheme
amounting to more than
1% of the issued capital
(excluding outstanding
warrants and conversions)
# As certified by N B T and Co, Chartered Accountants, by way of their certificate dated September 29, 2023.

101
 OBJECTS OF THE OFFER

The Offer comprises of the Offer for Sale by the Selling Shareholders.

The Objects of the Offer

The objects of the Offer are to (i) achieve the benefits of listing the Equity Shares on the Stock Exchanges; and
(ii) carry out the Offer for Sale of up to 14,233,964 Equity Shares by the Selling Shareholders namely International
Finance Corporation, NYLIM Jacob Ballas India Fund III LLC and Resurgence PE Investments Limited to meet
the obligations to provide an exit to such Selling Shareholders by our Company and our Promoter under the 2012
Shareholders’ Agreement read with the Amendment Agreement. For further details, see “The Offer” on page 69.
Further, our Company expects that the proposed listing of its Equity Shares will enhance our visibility and brand
image as well as provide a public market for the Equity Shares in India.

Utilisation of the Offer Proceeds

The Selling Shareholders will be entitled to the entire proceeds of the Offer after deducting the Offer expenses
and relevant taxes thereon. Our Company will not receive any proceeds from the Offer.

Offer Related Expenses

The Offer expenses are estimated to be approximately ₹ [●] million. The Offer expenses comprise of, among other
things, listing fees, underwriting fee, selling commission and brokerage, fees payable to the Book Running Lead
Managers, legal counsels, Registrar to the Offer, Banker(s) to the Offer, processing fee to the SCSBs for
processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to SCSBs,
brokerage and selling commission payable to Registered Brokers, CRTAs and CDPs, fees payable to the Sponsor
Banks for Bids made by UPI Bidders, printing and stationery expenses, advertising and marketing expenses,
auditors’ fees and all other incidental expenses for listing the Equity Shares on the Stock Exchanges.

All costs and expenses in relation to the Offer (other than the listing fees) shall be borne by the Selling
Shareholders, in accordance with Applicable Law, irrespective of whether the Offer is unsuccessful or withdrawn
or not completed for any other reason whatsoever. It is clarified that all the payments in relation to expenses for
the Offer shall, in the first instance, be settled by the Company on behalf of such Selling Shareholders and
thereafter, each of the Selling Shareholders shall reimburse such expenses (including taxes thereon, if any) to the
Company, on a pro-rata basis, in proportion to its respective portion of the Equity Shares offered in the Offer for
Sale. The Selling Shareholders shall reimburse such expenses to the Company, only after the filing of the Draft
Red Herring Prospectus, and within such period or in such frequencies as may be mutually agreed between the
Parties.

The break-up for the estimated Offer expenses is as follows:

Estimated As a % of
As a % of the total
expenses(1) the total
Activity estimated Offer
(₹ in Offer
expenses(1)
million) size(1)
Fees payable to the BRLMs and commissions (including [●] [●] [●]
underwriting commission, brokerage and selling
commission)
Commission/processing fee for SCSBs, Sponsor Bank(s) and [●] [●] [●]
Bankers to the Offer and fee payable to the Sponsor Bank for
Bids made by RIBs, brokerage, underwriting commission and
selling commission, uploading fees and bidding charges for
Members of the Syndicate, Registered Brokers, CRTAs and
CDPs(2)(3) (4)(5)(6)
Fees payable to the Registrar to the Offer
Advertising and marketing expenses [●] [●] [●]
Fee payable to auditors, consultants and market research [●] [●] [●]
firms
Fees to regulators, including Stock Exchanges [●] [●] [●]
Others [●] [●] [●]
(i) Listing fees, SEBI, BSE and NSE processing fees, book
building software fees and other regulatory expenses;

102
 Estimated As a % of
As a % of the total
expenses(1) the total
Activity estimated Offer
(₹ in Offer
expenses(1)
million) size(1)
(ii) Printing and distribution of Offer related stationery;
(iii) Fees payable to legal counsel; and
(iv) Miscellaneous.
Total estimated Offer expenses [●] [●] [●]

(1) The Offer expenses will be incorporated in the Prospectus on finalization of the Offer Price. Offer expenses are estimates
and are subject to change.
(2) Selling commission payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders which are directly
procured and uploaded by the SCSBs, would be as follows:

Portion for RIBs* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price.

Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured in the
bid book of BSE or NSE. No additional processing fees shall be payable to the SCSBs on the applications directly
procured by them.
(3) No processing fees shall be payable by our Company and the Selling Shareholders to the SCSBs on the applications
directly procured by them.

Processing / uploading fees payable to the SCSBs on the portion for RIBs and Non-Institutional Bidders which are
procured by the members of the Syndicate / sub-Syndicate / Registered Broker / CRTAs / CDPs and submitted to SCSB
for blocking, would be as follows:

Portion for RIBs* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes)

(4) Selling commission on the portion for RIBs, Non-Institutional Bidders which are procured by members of the Syndicate
(including their sub-Syndicate Members), CRTAs and CDPs or for using 3-in-1 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 RIBs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders [●]% of the Amount Allotted* (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer 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.

Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs
on the applications made by RIBs using 3-in-1 accounts and Non-Institutional Bidders which are procured by them and
submitted to SCSB for blocking or using 3-in-1 accounts, would be as follows: ₹[●] plus applicable taxes, per valid
application bid by the Syndicate (including their sub-Syndicate Members), CRTAs and CDPs.

The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on
the basis of the bidding terminal id as captured in the Bid Book of BSE or NSE.
(5) Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIBs and Non-Institutional
Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as
follows:

Portion for RIBs* ₹ [●] per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹ [●] per valid application (plus applicable taxes)
* Based on valid applications

(6) Uploading charges/ Processing fees for applications made by UPI Bidders would be as under:
Payable to members of the Syndicate (including their ₹ [●] per valid application (plus applicable taxes)
sub-Syndicate Members)/ RTAs / CDPs

103
 Payable to Sponsor Banks ₹ [●] per valid application (plus applicable taxes)
The Sponsor Banks 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 applicable SEBI
circulars, agreements and other Applicable Laws
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and
Escrow and Sponsor Bank Agreement.

The processing fees for applications made by 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:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

Bridge Loan

Our Company has not availed any bridge loans from any bank or financial institution as on the date of this Draft
Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.

Monitoring utilization of funds from the Offer

Since the Offer is an Offer for Sale and our Company will not receive any proceeds from the Offer, our Company
is not required to appoint a monitoring agency for the Offer.

Other Confirmations

There is no proposal whereby any portion of the Offer Proceeds will be paid to our Promoter, Promoter Group,
Group Companies, Directors, Key Managerial Personnel or Senior Management Personnel. Further, there are no
material existing or anticipated transactions in relation to the utilisation of the Offer Proceeds entered into or to
be entered into by our Company with our Promoter, Promoter Group, Group Companies, Directors, Key
Managerial Personnel or Senior Management Personnel.

104
 BASIS FOR THE OFFER PRICE

The Price Band and Offer Price and discount (if any) will be determined in accordance with applicable law and
in consultation with the BRLMs, on the basis of assessment of market demand for the Equity Shares offered
through the Book Building Process and on the basis of quantitative and qualitative factors as described below.
The face value of the Equity Shares is ₹10 each and the Offer Price is [●] times the face value at the lower end of
the Price Band and [●] times the face value at the higher end of the Price Band.

Bidders should read “Risk Factors”, “Our Business”, “Restated Consolidated Financial Information”, “Other
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 36, 170, 241, 312 and 316, respectively, to have an informed view before making
an investment decision.

Qualitative Factors

Some of the qualitative factors which form the basis for computing the Offer Price are as follows:

1. Experienced pan-India diagnostics service provider with a diversified presence and a growing network that
is well positioned to capitalize on the expected growth in the Indian diagnostics industry;
2. Comprehensive test offerings providing one stop solution for diagnostic requirements;
3. Advanced information technology platform supported by integrated systems enabling customer-centric
initiatives;
4. Well-balanced B2C and B2B revenue mix;
5. Quality network of accredited laboratories supported by R&D capabilities focused on genomics and next-
generation diagnostics; and
6. Strong parentage and experienced management team with significant industry experience.

For further details, see “Our Business –Strengths” on page 173.

Quantitative Factors

Certain information presented below, relating to our Company, is derived from the Restated Consolidated
Financial Information. For further details, see “Restated Consolidated Financial Information” beginning on page
241.

Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:

1. Basic and Diluted Earnings Per Equity Share (“EPS”):

As derived from the Restated Consolidated Financial Information:

Financial Year Basic EPS (in ₹) Diluted EPS (in ₹) Weight

Financial Year 2023 14.87 14.76 3
Financial Year 2022 70.73 70.21 2
Financial Year 2021 16.74 16.62 1
Weighted Average 33.80 33.55

(1) Basic EPS = Restated Profit for the year / Weighted average number of equity shares outstanding during the year.
(2) Diluted EPS = Restated Profit for the year / Weighted average number of equity shares outstanding during the year and
potential additional equity shares outstanding during the year.
(3) Basic and diluted Earnings per Equity Share are computed in accordance with Indian Accounting Standard 33.
(4) Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each
year/Total of weights.

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

P/E at the lower end of P/E at the higher end of Price

Particulars
Price Band (no. of times) Band (no. of times)
Based on Basic EPS for Financial Year 2023 [●] [●]
Based on Diluted EPS for Financial Year 2023 [●] [●]
* To be updated at the price band stage.

Notes:
(1)
P/E ratio has been computed dividing the price per share by Earnings per Equity Share.

105
3. Industry P/E ratio

Particulars P/E Ratio

Highest 83.19
Lowest 46.85
Industry Composite 59.38

Notes:
(1) The industry high and low has been considered from the industry peer set provided later in this section. The industry
composite has been calculated as the arithmetic average P/E of the industry peer set disclosed in this section.
(2) The industry P/E ratio mentioned above is computed based on the closing market price of equity shares on NSE on September
21, 2023 divided by the Diluted EPS for the financial year ended March 31, 2023

4. Return on Net Worth (“RoNW”)

As derived from the Restated Consolidated Financial Information of our Company:

Financial Year RoNW% Weight

Financial Year 2023 6.61 3
Financial Year 2022 38.34 2
Financial Year 2021 8.95 1
Weighted Average 17.58 -

Notes:
(1) Return on Net Worth (%) = Restated Profit for the year / Average Networth.
(2) Average Networth = (Opening Networth + Closing Net Worth)/2, where Net Worth means 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, as per the audited balance sheet, but does not include reserves created out of revaluation of
assets, write-back of depreciation and amalgamation. Further, capital reserve have been excluded when computing net worth
since these were not created out of the profits.

5. Net Asset Value per Equity Share of face value of ₹ 10 each:

Net Asset Value per Equity Share (₹)

As on March 31, 2023 230.00
After the Offer At Floor Price: [●]
At Cap Price: [●]
Offer Price [●]

Notes:
(1) Net Asset Value per Equity Share (in ₹) = Net Worth at the end of the year / Weighted number of equity shares outstanding
during the year, where Net Worth means 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, as per the audited
balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation. Further, capital reserve have been excluded when computing net worth since these were not created out of
the profits
(2) Offer Price per Equity Share will be determined on conclusion of the Book Building Process.

For further details of Non-GAAP measures, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Non-GAAP Measures” on page 345.

6. Comparison of accounting ratios with listed industry peers

Net
Closing Revenue EPS (₹)
Face Asset
price on from Return
Value Value
21st operations on Net
Name of Company Per P/E per
Septemb for Fiscal Worth
Share Basic Diluted Equity
er, 2023 2023 (%)
(₹) Share
(₹) (₹ million)
(₹)
Agilus Diagnostics Limited 10.00 N.A. 13,474.62 14.87 14.76 N.A. 6.61% 230.00
Peer Group
Dr Lal Path Labs 10.00 2390.95 20,169.00 28.82 28.74 83.19 14.90% 95.14

106
 Net
Closing Revenue EPS (₹)
Face Asset
price on from Return
Value Value
21st operations on Net
Name of Company Per P/E per
Septemb for Fiscal Worth
Share Basic Diluted Equity
er, 2023 2023 (%)
(₹) Share
(₹) (₹ million)
(₹)
Metropolis 2.00 1420.90 11,527.33 27.91 27.81 51.09 15.26% 31.47
Thyrocare 10.00 568.80 5,270.60 12.16 12.14 46.85 12.12% 82.02
Vijaya Diagnostic 1.00 465.65 4,592.29 8.29 8.26 56.37 16.77% 52.75
Notes:
(1) Face value per share is sourced from annual reports.
(2) Closing price per share is closing price in NSE as on 21st September, 2023
(3) Revenue from operations for Agilus is from Restated Consolidated Financial Information. For others, revenue from
operations is operating income as per Crisil reclassification and calculation standards. (Source: CRISIL Report)
(4) Basic and diluted EPS for Agilus is from Restated Consolidated Financial Information. For others, basic and diluted EPS is
sourced from the publicly available financial results of the respective company for Fiscal 2023.
(5) P/E Ratio has been computed based on the closing market price 21st September, 2023 of equity shares on NSE, divided by the
Diluted EPS provided under Note 4 above.
(6) For Agilus, Return on Net Worth = Restated profit for the year / Average Net Worth where Net Worth means 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, as per the audited balance sheet,
but does not include reserves created out of revaluation of assets, write-back of depreciation and
amalgamation. Further, capital reserve have been excluded when computing net worth since these were not
created out of the profits. For others, Return on networth = (PAT – Preference dividend)/ Average shareholders equity as
per Crisil reclassification and calculation standards (Source: CRISIL Report).
(7) For Agilus, NAV per share = Net worth / Weighted average number of equity shares outstanding during the year, where
Networth means 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, as per the
audited balance sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation. Further, capital reserve have been excluded when computing net worth since
these were not created out of the profits. For others, NAV = (Tangible Networth * Face value per share) / (Total paid
up equity share capital) as per Crisil reclassification and calculation standards (Source: CRISIL Report)

For further details of Non-GAAP measures, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Non-GAAP Measures” on page 345.

7. Key Performance Indicators (“KPIs”)

The tables below set forth the details of the KPIs that our Company considers have a bearing for arriving at the
basis for Offer Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee
dated September 25, 2023. Further, the Audit Committee has 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 prior to the date of
filing of this Draft Red Herring Prospectus. Further, the KPIs disclosed herein have been certified by N B T &
Co, Chartered Accountants by their certificate dated September 29, 2023.

Our Company confirms that it shall continue to disclose all the KPIs included below in this section on a periodic
basis, at least once in a year (or any lesser period as determined by our Board), for a duration of one year after the
date of listing of the Equity Shares on the Stock Exchange or for such other duration as may be required under the
SEBI ICDR Regulations.

A list of our KPIs as of and for the Financial Years ended March 31, 2021, March 31, 2022, and March 31, 2023
is set out below:

As of and for the year ended March 31,

Particulars
2021 2022 2023
Key Financial Indicators
Revenue from operations (₹ million) 10,350.73 16,049.11 13,474.62
Restated profit for the year (₹ million) 1,312.45 5,547.08 1,166.36
PAT Margin(1) (%) 12.68% 34.56% 8.66%
EBITDA(2) (₹ million) 2,442.04 7,323.95 2,626.26
Adjusted EBITDA(3) (₹ million) 2,442.04 4,262.52 2,626.26
EBITDA Margin(4) (%) 23.59% 45.63% 19.49%

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 As of and for the year ended March 31,
Particulars
2021 2022 2023
Adjusted EBITDA Margin(5) (%) 23.59% 26.56% 19.49%
Return on Equity (6) (%) 10.53% 34.91% 6.12%
Return on Capital Employed (7) (%) 20.61% 73.39% 20.17%
Net debt/equity Nil Nil Nil
Average revenue per test (ARPT) (8) (₹) 439.91 363.27 344.88
Revenue per accession (9) (₹) 938.43 749.88 810.66
Working capital days(10) 30.33 32.97 46.06
Revenue generated from routine tests(11) as a % of 37.08% 40.32% 52.77%
total revenue
Revenue generated from specialized tests(12) as a % 57.09% 53.71% 38.07%
of total revenue
Revenue generated from wellness packages(13) as 5.83% 5.97% 9.16%
a % of total revenue
Key Operational Indicators
Number of laboratories 420 423 413
Number of patients served (million) 11.03 21.40 16.62
Number of tests performed (million) 23.53 44.18 39.07
Customer touch points (CTP) 2,250 3,050 3,757
Customer touch points (CTP) per laboratory(14) 5.36 7.21 9.10
Number of tests per patient visit(15) 2.13 2.06 2.35
Notes:
For reconciliation of Non-GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Non- GAAP Measures” on page 345. Also see “Risk Factors –We have in this Draft Red Herring Prospectus included certain non-GAAP
financial measures and certain other industry measures related to our operations and financial performance that may vary from any standard
methodology that is applicable across the industry we operate” on page 57.
1. PAT Margin is the percentage of restated profit for the year divided by revenue from operations.
2. EBITDA is calculated as restated profit for the year plus tax expenses, finance costs, depreciation and amortization expense.
3. Adjusted EBITDA is calculated as restated profit for the year plus tax expenses, finance costs, depreciation and amortization expense
and exceptional items.
4. EBITDA Margin is the percentage of EBITDA divided by revenue from operations.
5. Adjusted EBITDA Margin is the percentage of Adjusted EBITDA divided by revenue from operations.
6. Return on Equity is calculated as restated profit for the year divided by average equity.
7. Return on Capital Employed is calculated as a percentage of EBIT (i.e., calculated as restated profit for the year before tax expenses
and finance costs) divided by capital employed (i.e., total equity plus total borrowings, lease liabilities, deferred tax liabilities excluding
goodwill and other intangible assets).
8. Average revenue per test is calculated as revenue from operations divided by the number of tests performed.
9. Revenue per accession is calculated as revenue from operations divided by the number of patients served.
10. Working capital days is calculated as Inventory days plus debtor days minus payable days.
11. Routine tests include: (a) basic bio-chemistry tests such as blood sugar for diabetes and creatinine for kidney function; (b) basic
haematology tests such as blood count; and (c) clinical pathology tests such as routine urine examination.
12. Specialized tests are clinical laboratory tests that are not routine. Specialized tests include molecular diagnostics, protein chemistry,
cellular immunology, flow-cytometry, genetics, cytogenetics, immunohistochemistry and advanced microbiology tests. They also include
anatomic pathology testing for the diagnosis of cancer and other medical conditions through the examination of tissue and cell samples
taken from patients, and include the disciplines of histopathology, cytopathology, clinical pathology and immunopathology.
13. Wellness packages include a combination of tests based on age, sex, clinical history, parental history and affordability for our patients.
In addition to pathology tests, the packages also include radiology tests such as ECG, X-ray, ultra-sound and stress test.
14. CTP per laboratory is calculated as number of CTPs divided by number of laboratories.
15. Number of tests per patient visit is calculated as number of tests divided by number of patients/accession.

For details of other performance indicators disclosed elsewhere in this Draft Red Herring Prospectus, see “Our
Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 170 and 316.
Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational
and/or financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to
review and assess our financial and operating performance. The presentation of these KPIs are not intended to be
considered in isolation or as a substitute for the Restated Consolidated Financial Information. We use these KPIs
to evaluate our financial and operating performance. Some of these KPIs are not defined under Ind AS and are
not presented in accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may
differ from the similar information used by other companies and hence their comparability may be limited.
Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS measures
of performance or as an indicator of our operating performance, liquidity, profitability or results of operation.

108
Although these KPIs are not a measure of performance calculated in accordance with applicable accounting
standards, our Company’s management believes that it provides an additional tool for investors to use in
evaluating our ongoing operating results, when taken collectively with financial measures prepared in accordance
with Ind AS. For further details, see “Risk Factors – External Risk Factors - Risks Relating to the Offer and the
Equity Shares - The determination of the Price Band is based on various factors and assumptions, and the Offer
Price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Offer.” on page
64.

Explanation for the key operational and financial metrics:

S. No. Name of Metric Description

1. Revenue from operations (₹ This metric is used by the management to track revenue generated from each
million) laboratory and overall revenue growth over multiple periods.
2. Restated profit for the year (₹ Tracking restated profit for the year helps us track the overall profitability of
million) our business after tax.
3. Tracking PAT margin assists in tracking the margin profile of our business
PAT Margin (%)
and allows comparison of results over multiple periods.
4. Tracking EBITDA helps us identify underlying trends in our business and
facilitates evaluation of year-on-year operating performance of our
operations by eliminating items that are variable in nature and not considered
EBITDA (₹ million) by us in the evaluation of ongoing operating performance and allowing
comparison of our recurring core business operating results over multiple
periods.

5. Adjusted EBITDA (₹ million) This metric helps us to track EBITDA after adjusting exceptional items.
6. Tracking EBITDA Margin assists in tracking the margin profile of our
EBITDA margin (%) business and in understanding areas of our business operations which have
scope for improvement.
7. Adjusted EBITDA Margin (%) This ratio helps us to track Adjusted EBITDA across multiple periods.
8. This ratio helps our Company in measuring the returns generated from equity
Return on Equity (%)
financing.
9. This ratio helps our Company in measuring the operating returns generated
Return on Capital Employed (%)
from total capital employed in the business.
10. This metric helps our Company track the leverage position over multiple
Net debt/equity
periods and deploy the modified strategies.
11. Average revenue per test This metric helps our Company to track the revenue it generates per test over
(ARPT) (₹) multiple periods.
12. This metric helps our Company to track the revenue it generates per
Revenue per accession (₹)
accession (patient) over multiple periods.
13. This metric helps our Company to track the days it takes to convert its
Working capital days
working capital to revenue.
14. Revenue generated from routine This metric helps us understand the routine test revenue as % of total
tests as a % of total revenue revenue, to understand the trends in the routine test segment.
15. Revenue generated from
This metric helps us understand the specialized test revenue as % of total
specialized tests as a % of total
revenue, to understand the trends in the specialized test segment.
revenue
16. Revenue generated from wellness This metric helps us understand the wellness packages revenue as % of total
packages as a % of total revenue revenue, to understand the trends in the prevention and wellness segment.
17. Analysis of the number of clinical laboratories periodically helps us
Number of laboratories understand the operational strength of our Company and how it varies over
multiple periods.
18. Analysis of the number of patients served over multiple periods helps us
Number of patients served
track the customer base of our Company - thereby modifying our business
(million)
strategies accordingly.
19. Analysis of the number of tests performed over multiple periods helps us
Number of tests performed
understand the trends in the diagnostic industry and the areas which need
(million)
more focus.
20. The CTPs tracks the number of collection centers and patient service centers
Customer touch points (CTP)
over multiple periods.
21. Customer touch points (CTP) per This ratio helps us track the number of customer touch points serviced by
laboratory one clinical laboratory over multiple periods.
22. This ratio helps us track the number of tests done for every patient over
Number of tests per patient visit
multiple periods.
Comparison of financial KPIs of our Company and our listed peers

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While our peers listed in India (mentioned below), like us, operate in the same industry and may have similar
offerings, our business may be different in terms of differing business models, different verticals serviced or focus
areas or different geographical presence or serving certain segments or sub-segments of our customer base.

Agilus Dr. Lal Metropolis Vijaya

Parameter (FY23) Thyrocare*
Diagnostics Pathlabs* Healthcare* Diagnostics*
Revenue from operations (₹ 13,474.62 20,169.00 11,527.33 5,270.60 4,592.29
million) (1)
Restated Profit for the year(2) 1,166.36 2,410.77 1,433.94 643.60 852.07
(₹ million)
PAT Margin(3) (%) 8.66% 11.95% 12.44% 12.21% 18.55%
2,626.26 5,310.88 3,035.21 1,284.70 1,952.78
EBITDA(4) (₹ million)
Adjusted EBITDA(5) (₹ 2,626.26 NA NA NA NA
million)
EBITDA Margin(6) (%) 19.49% 26.33% 26.33% 24.37% 42.52%
Adjusted EBITDA Margin(7) 19.49% NA NA NA NA
(%)
Return on Equity (8) (%) 6.12% 14.90% 15.26% 12.12% 16.77%
Return on Capital Employed(9) 20.17% 31.37% 42.37% 19.84% 17.11%
(%)
Net debt/Equity(10) Nil Nil Nil Nil Nil
Average revenue per test 344.88 279 453 37 457
(ARPT) (11)(23) (₹)
Revenue per accession (12)(23) 810.66 750 944 342 1,446
(₹)
Working capital days(13) 46.06 (25.20) (44.83) 90.07 (30.66)
Revenue generated from 52.77% 32% 48% NA NA
routine tests(14)(23)(24) as a % of
total revenue
Revenue generated from 38.07% 50% 39% NA NA
specialized tests(15)(23)(24) as a
% of total revenue
Revenue generated from 9.16% 18% (16) 12% 40%(17) 12%
wellness packages(14)(23) as a
% of total revenue
Number of laboratories(18) 413 277 175 31 17
Number of patients served 16.62 27 12 15 3
(million) (23)
Number of tests performed 39.07 72(19) 25 141 10
(million) (23)
Customer touch points (CTP) 3,757 5,102 3,675 NA 121
(20)

Customer touch points (CTP) 9.10 18 21 NA 7

per laboratory(21) (23)
Number of tests per patient 2.35 3 2 9 3
visit(22) (23)
Notes:
*All values above are considered on a consolidated basis(Source: CRISIL Report)
(1) For Agilus, revenue from operations has been taken from Restated Consolidated Financial Information. For others, revenue from
operations is operating income as per Crisil reclassification and calculation standards.
(2) For Agilus, Restated profit for the year has been taken from Restated Consolidated Financial Information. For others, Profit for the
year is operating income as per Crisil reclassification and calculation standards.
(3) For Agilus, PAT margin = PAT/Revenue from operations. For others, PAT margin = PAT/Operating Income as per CRISIL
Reclassification and calculation standards.
(4) For Agilus, EBITDA is calculated as restated profit for the year plus tax expenses, finance costs, depreciation and amortization expense.
For others, EBITDA = OPBDIT + non-operating income; OPBDIT = Revenue from operations – cost of sales (As per Crisil
reclassification and calculation standards)
(5) For Agilus, Adjusted EBITDA is calculated as restated profit for the year plus tax expenses, finance costs, depreciation and amortization
expense and exceptional items.
(6) For Agilus, EBITDA Margin is the percentage of EBITDA divided by revenue from operations. For others, EBITDA margin = EBITDA
/ operating income (As per Crisil reclassification and calculation standards)
(7) For Agilus, Adjusted EBITDA margin = Adjusted EBITDA / Revenue from operations
(8) For Agilus, Return on Equity is calculated as restated profit for the year divided by average equity. For others, the values are
calculated as per Schedule III of companies act.

110
(9) For Agilus, Return on Capital Employed is calculated as a percentage of EBIT (i.e., calculated as restated profit for the year before
tax expenses and finance costs) divided by capital employed (i.e., total equity plus total borrowings, lease liabilities, deferred tax
liabilities excluding goodwill and other intangible assets). For others, the values are calculated as per Schedule III of companies act.
(10) For others, Net Debt / Equity (Tangible Networth) = (Total debt – cash, cash equivalents and market securities) / tangible networth.
The values are zero as the net debt is negative for the companies mentioned.
(11) For Agilus, Average revenue per test is calculated as revenue from operations divided by the number of tests performed. For
Metropolis, Healthcare and Vijaya Diagnostics, Realisation per test as reported by the company for the respective years has been
considered. For Dr Lal PathLabs and Thyrocare, values are calculated using (Operating Income / no of tests).
(12) For Agilus, Revenue per accession is calculated as revenue from operations divided by the number of patients served. For Metropolis
Healthcare and Vijaya Diagnostics, Realisation per patient as reported by the company for the respective years has been considered.
For Dr Lal PathLabs and Thyrocare, values are calculated using (Operating Income / no of patients).
(13) For Agilus, Working capital days is calculated as Inventory days plus debtor days minus payable days. For others, Working capital days
= Adjusted inventory days + debtor days – Adjusted payable days; Adjusted inventory days = (Total Inventory / (material costs + traded
goods))*365; Debtor days = (Total receivables / net sales) * 365; Adjusted payable days = (Creditor for goods / (material costs +
traded goods + other expenses) * 365.
For adjusted inventory days the calculation doesn’t include “cost of tests outsourced” for Agilus Diagnostics and
“Laboratory testing charges” for Metropolis Healthcare, a similar line item has not been reported by other players
considered above in their annual report for FY23.
(14) For Agilus, Routine tests include: (a) basic bio-chemistry tests such as blood sugar for diabetes and creatinine for kidney function; (b)
basic haematology tests such as blood count; and (c) clinical pathology tests such as routine urine examination. The Wellness packages
include a combination of tests based on age, sex, clinical history, parental history and affordability for our patients. In addition to
pathology tests, the packages also include radiology tests such as ECG, X-ray, ultra-sound and stress test. For others, Routine and
wellness tests are basically screening tests, comprising basic immunology, haematology, and biochemistry tests, with a turnaround time
of generally less than 6 hours. However, it is to be noted that this definition might vary from player to player and no such disclosure has
been made by the players when disclosing the numbers considered above. For Metropolis Healthcare, Routine tests share include routine
and semi-specialised share of the company.
(15) For Agilus, Specialized tests are clinical laboratory tests that are not routine. Specialized tests include molecular diagnostics, protein
chemistry, cellular immunology, flow-cytometry, genetics, cytogenetics, immunohistochemistry and advanced microbiology tests. They
also include anatomic pathology testing for the diagnosis of cancer and other medical conditions through the examination of tissue and
cell samples taken from patients, and include the disciplines of histopathology, cytopathology, clinical pathology and immunopathology.
For others, Specialised tests help in deep diagnosis and analysis of diseases. Some of tests include oncology (cancer markers), genomic
testing, and hepatitis testing. However, it is to be noted that this definition might vary from player to player and no such disclosure has
been made by the players when disclosing the numbers considered above. For Dr Lal PathLabs, specialised segment includes specialised
tests and less-frequently ordered tests.
(16) For Dr Lal PathLabs, wellness test value is considered based on swasthfit package revenue for the company.
(17) For Thyrocare, wellness segment share is calculated based on Aarogyam package revenue of the company
(18) No of labs is not strictly comparable across players as definition for the same is not provided across players. Dr Lal PathLabs includes
labs of Suburban Diagnostics (India) Pvt Ltd. Labs for Metropolis Healthcare includes labs of Hitech Diagnostics Centre Pvt Ltd as
well. For Vijaya Diagnostic, national reference labs and reference labs are added to arrive at total labs.
(19) Value indicates samples
(20) Collection centres / customer touch points and pick-up points are not strictly comparable as each player has different definition. For
Agilus Diagnostics, customer touch points include collection centres, which are centres operated by franchisees, and patient service
centres, which are centres operated by the company. For Dr Lal PathLabs and Metropolis, the number indicates patient service centres.
For Vijaya Diagnostics, Flagship centre, and hub and spoke centres are added to form value mentioned above.
(21) For Agilus, CTP per laboratory is calculated as number of CTPs divided by number of laboratories. For others, Customer touch
points (CTP) per laboratory Indicates number of customer touch points / collection centres serving one lab.
(22) For Agilus, Number of tests per patient visit is calculated as number of tests divided by number of patients/accession. For others,
Number of tests per patient visit = No of tests conducted in a year / No of patients served.
(23) Apart from Agilus, for peers, values mentioned in the above table are rounded off to nearest zero decimal value for consistency as not
all companies report the above values in single or double decimal. CRISIL has used numbers reported by the respective companies.
(24) As per CRISIL Report, revenue generated from routine tests as % of total revenue and revenue generated from specialized tests as % of
total revenue for Thyrocare and Vijaya Diagnostics is available on a consolidated basis, the same is 60% and 88% respectively for
Thyrocare and Vijaya Diagnostics

For further details of Non-GAAP measures, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Non-GAAP Measures” on page 345.

8. Disclosures in relation to valuation of our Company

A. The price per share of our Company based on the primary / new issue of shares (equity / convertible
securities)

Our Company has not allotted any Equity Shares or convertible securities, equal to or more than 5% of
the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before
such transaction(s) and excluding employee stock options granted but not vested), in the last 18 months
preceding the date of this Draft Red Herring Prospectus, in a single transaction or multiple transactions
combined together over a span of rolling 30 days (“Primary Transactions”).

B. The price per share of our Company based on secondary sale/ acquisitions of shares (equity /
convertible securities)

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 None of our Promoter, members of the Promoter Group, Selling Shareholders or Shareholders with the
right to nominate directors or other special rights have transferred or acquired Equity Shares, excluding
gifts, equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated
based on the pre-Offer capital before such transaction(s) and excluding employee stock options granted
but not vested ), in the last 18 months preceding the date of this Draft Red Herring Prospectus, in a single
transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary
Transactions”).

C. Price per share based on last five primary or secondary transactions

There are no such transactions to report to under (A) and (B) above. Therefore, the details of last primary
transactions or secondary transactions (secondary transactions where Promoter, Promoter Group, Selling
Shareholders, or Shareholders with the right to nominate directors or other special rights are a party to
the transaction), not older than three years prior to the date of this Draft Red Herring Prospectus
irrespective of the size of transactions:

I. Primary Transactions:

There have been no primary transactions in the last three years preceding the date of this Draft Red
Herring Prospectus.

II. Secondary Transactions:

There have been no secondary transactions by the Promoter, members of the Promoter Group, Selling
Shareholders or Shareholders with the right to nominate directors or other special rights of our Company
in the last three years preceding the date of this Draft Red Herring Prospectus.

Weighted average cost of acquisition, floor price and cap price

In respect of the above transactions, set out below are the details of the weighted average cost of
acquisition as compared to the Floor Price and Cap Price:

Weighted average cost

Types of transactions of acquisition (₹ per Floor price (i.e., ₹ [•])* Cap price (i.e., ₹ [•])*
Equity Share)
WACA of Primary Transactions NA [•] [•]
WACA of Secondary Transactions NA [•] [•]
Since there were no Primary Transactions or Secondary Transactions during the 18 months preceding the date of
filing of this Draft Red Herring Prospectus, the information has been disclosed for price per share of our Company
based on the last five primary or secondary transactions (where Promoter/Promoter Group entities or Selling
Shareholders or Shareholders with the right to nominate directors or other special rights), are a party to the transaction,
not older than three years prior to the date of this Draft Red Herring Prospectus irrespective of the size of the
transaction
- Based on primary NA [•] [•]
transactions
- Based on secondary NA [•] [•]
transactions
*To be included on finalisation of Price Band
Note: As certified by N B T and Co, Chartered Accountants, pursuant to their certificate dated September 29, 2023.

D. Justification for Basis of Offer Price

1. The following provides a detailed explanation for the Offer Price/Cap Price being [●] times of weighted
average cost of acquisition of Equity Shares that were issued by our Company or acquired or sold by our
Promoter, the Promoter Group, Selling Shareholders or Shareholders with the right to nominate directors
or other special rights by way of primary and secondary transactions as disclosed above, in the last 18
months preceding the date of this Draft Red Herring Prospectus compared to our Company’s KPIs and
financial ratios for the Financial Years 2021, 2022 and 2023.

[●]*
Note: This will be included on finalisation of Price Band

112
 2. The following provides an explanation to the Cap Price being [●] times of weighted average cost of
acquisition of Equity Shares that were issued by our Company or acquired by our Promoter, the Promoter
Group, Selling Shareholders or Shareholders with the right to nominate directors or other special rights
by way of primary and secondary transactions as disclosed above, in the last 18 months preceding the
date of this Draft Red Herring Prospectus in view of external factors, if any which may have influenced
the pricing of the Offer.

[●]*
Note: This will be included on finalisation of Price Band

The Offer Price of ₹ [●] is [●] times of the face value of the Equity Shares and is justified in view of the above
qualitative and quantitative parameters. The trading price of Equity Shares could decline due to factors mentioned
in “Risk Factors” on page 36 and you may lose all or part of your investments.

113
 STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS

The Board of Directors

Agilus Diagnostics Limited (formerly known as SRL Limited)
Fortis Hospital, Sector 62,
Phase- VIII, Mohali,
Punjab- 160062, India

Date: 28 September 2023

Subject: Statement of possible special tax benefits (“the Statement”) available to Agilus Diagnostics Limited
(formerly known as SRL Limited) (“the Company”), its shareholders and its material subsidiaries
prepared in accordance with the requirement under Schedule VI – Part A - Clause (9) (L) of
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“the ICDR Regulations”)

This report is issued in accordance with the Engagement Letter dated 07 August 2023.

We hereby report that the enclosed Annexure I and Annexure II prepared by the Company, initialed by us for
identification purpose, states the possible special tax benefits available to the Company, its shareholders and its
material subsidiaries, which is defined in Annexure I (List of Material Subsidiaries considered as part of the
Statement) , under direct and indirect taxes (together “the Tax Laws”), presently in force in India as on the
signing date, which are defined in Annexure I. These possible special tax benefits are dependent on the Company,
its shareholders and its Material Subsidiaries fulfilling the conditions prescribed under the relevant provisions of
the Tax Laws. Hence, the ability of the Company, its shareholders and its Material Subsidiaries to derive these
possible special tax benefits is dependent upon their fulfilling such conditions, which is based on business
imperatives the Company and its Material Subsidiaries may face in the future and accordingly, the Company, its
shareholders and its Material Subsidiaries may or may not choose to fulfill.
The benefits discussed in the enclosed Annexure II cover the possible special tax benefits available to the
Company, its shareholders and its Material Subsidiaries and do not cover any general tax benefits available to the
Company, its shareholders and its Material Subsidiaries. Further, the preparation of the enclosed Annexure II
and its contents is the responsibility of the Management of the Company. We were informed that the 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. In 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 proposed initial public offering of equity shares of the Company (the “Proposed
Offer”) particularly in view of the fact that certain recently enacted legislation may not have a direct legal
precedent or may have a different interpretation on the possible special tax benefits, which an investor can avail.
Neither we are suggesting nor advising the investors to invest money based on the Statement.

We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special
Purposes (Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The
Guidance Note requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of
Charted Accountants of India.

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.

We do not express any opinion or provide any assurance as to whether:

(i) the Company, its shareholders and its Material Subsidiaries will continue to obtain these possible special
tax benefits in future; or
(ii) the conditions prescribed for availing the possible special tax benefits where applicable, have been/would
be met with.

114
The contents of the enclosed Annexures are based on the information, explanation and representations obtained
from the Company and its Material Subsidiaries, and on the basis of our understanding of the business activities
and operations of the Company and its Material Subsidiaries.

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. 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. We will not
be liable to the Company and any other person in respect of this Statement, except as per applicable law.

We hereby give consent to include this Statement in the Draft Red Herring Prospectus, Red Herring Prospectus,
Prospectus, as applicable and in any other material used in connection with the Proposed Offer, and it is not to be
used, referred to or distributed for any other purpose without our prior written consent.

For B S R & Co. LLP

Chartered Accountants
Firm’s Registration No: 101248W/W-100022

Rahul Nayar
Partner
Place: Membership No: 508605
Date: 28 September 2023 UDIN: 23508605BGZYIV5084

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 ANNEXURE I
LIST OF DIRECT AND INDIRECT TAX LAWS (‘TAX LAWS’)

Sr. No: Details of tax laws

1. Income-tax Act, 1961 and Income-tax Rules, 1962
2. Central Goods and Services Tax Act, 2017
3. Integrated Goods and Services Tax Act, 2017
4. State Goods and Services Tax Act, 2017

LIST OF MATERIAL SUBSIDIARIES CONSIDERED AS PART OF THE STATEMENT (Note 1)

1. Agilus Pathlabs Private Limited (formerly known as SRL Diagnostics Private Limited)
2. DDRC Agilus Pathlabs Limited (formerly known as DDRC SRL Diagnostics Limited)

Note 1: Material subsidiaries identified in accordance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, includes a subsidiary whose income or net worth
in the immediately preceding year (i.e. 31 March 2023) exceeds 10% of the consolidated income or consolidated
net worth respectively, of the holding company and its subsidiaries in the immediate preceding year.

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 ANNEXURE II

STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO AGILUS DIAGNOSTICS

LIMITED (FORMERLY KNOWN AS SRL LIMITED) (“THE COMPANY”) AND ITS
SHAREHOLDERS AND ITS MATERIAL SUBSIDIARIES UNDER THE APPLICABLE DIRECT AND
INDIRECT TAXES (“TAX LAWS”)

Outlined below are the Possible Special Tax Benefits available to the Company, its shareholders and its Material
Subsidiaries under the Tax Laws. These Possible Special Tax Benefits are dependent on the Company, its
shareholders and its Material Subsidiaries fulfilling the conditions prescribed under the Tax Laws. Hence, the
ability of the Company and its shareholders and its Material Subsidiaries to derive the Possible Special Tax
Benefits is dependent upon fulfilling such conditions, which are based on business imperatives it faces in the
future, it may or may not choose to fulfill.

UNDER THE DIRECT TAXES

A. Special tax benefits available to the Company and its Material Subsidiaries

Lower corporate tax rates on income of domestic companies - Section 115BAA of the Income-tax Act, 1961
(‘the Act’)

A new section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the
Amendment Act, 2019”) w.e.f. from FY 2019-20 relevant to AY 2020-21. Section 115BAA grants an option
to a domestic company to be governed by the section from a particular assessment year. If a company opts
for section 115BAA of the Act, it can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of
10% and education cess of 4%) and the option once exercised shall apply to subsequent assessment years. In
such a case, the Company may not be allowed to claim any of the following deductions/exemptions:

(i) Deduction under the provisions of section 10AA (deduction for units in Special Economic Zone)
(ii) Deduction under clause (iia) of sub-section (1) of section 32 (Additional depreciation)
(iii) Deduction under section 32AD or section 33AB or section 33ABA (Investment allowance in
backward areas, Investment deposit account, site restoration fund)
(iv) Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1) or sub-section
(2AA) or sub-section (2AB) of section 35 (Expenditure on scientific research)
(v) Deduction under section 35AD or section 35CCC (Deduction for specified business, agricultural
extension project)
(vi) Deduction under section 35CCD (Expenditure on skill development)
(vii) Deduction under any provisions of Chapter VI-A other than the provisions of section 80JJAA or
Section 80M
(viii) No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss
or depreciation is attributable to any of the deductions referred from clause (i) to (vii) above
(ix) No set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A, if
such loss or depreciation is attributable to any of the deductions referred from clause (i) to (vii)
above

Further, it was clarified by CBDT vide Circular No. 29/ 2019 dated 2 October 2019 that if the Company opts
for concessional income tax rate under section 115BAA, the provisions of section 115JB regarding Minimum
Alternate Tax (MAT) are not applicable. Further, such Company will not be entitled to claim tax credit
relating to MAT.

In this regard, the Company and its material subsidiaries has opted to be covered under the provisions of
Section 115BAA of the Act and would be eligible for a reduced tax rate of 22% (25.168% along with
surcharge and education cess) from AY 2020-21.

Deduction in respect of inter-corporate dividends – Section 80M of the Act

As per the provisions of Section 80M of the Act, inserted with effect from 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. However, such deduction shall be restricted to the amount of dividend

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 distributed by it to its shareholders on or before the due date i.e., one month prior to the date of furnishing the
return of income under sub-section (1) of section 139 of the Act.

Deductions in respect of employment of new employees – Section 80JJAA of the Act

As per Section 80JJAA of the Act, where a company is subject to tax audit under Section 44AB of the Act
and derives income from business, it shall be allowed to claim a deduction of an amount equal to 30% of
additional employee cost (relating to specified category of employees) 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.

The eligibility to claim the deduction is subject to fulfilment of prescribed conditions specified in sub-section
(2) of Section JJAA of the act.

Note: The Company is presently not claiming deduction under Section 80JJAA of the Act. However, this
deduction could be claimed in the future subject to fulfillment of the conditions discussed above.

B. Special tax benefits available to the Shareholders of the Company

Dividend Income

• Dividend income earned by the shareholders would be taxable in their hands and the Company would be
required to deduct tax at source on the dividend paid to the shareholders, at applicable rates. However,
in case of domestic corporate shareholders, deduction under Section 80M of the Act would be available
on fulfilling the conditions (as discussed above). In case of shareholders who are individuals, Hindu
Undivided Family, Association of Persons, Body of Individuals, and every artificial juridical person,
surcharge would be restricted to 15%, irrespective of the amount of dividend.

• As per section 115A of the Act, dividend income earned by a non-resident (not being a company) or by
a foreign company, shall be taxed at the rate of 20% subject to fulfilment of prescribed conditions under
the Act.

Capital Gains

• As per Section 112A of the Act, long-term capital gains arising from transfer of an equity share, or a unit
of an equity-oriented fund or a unit of a business trust shall be taxed at 10% (without indexation) of such
capital gains subject to fulfillment of prescribed conditions under the Act as well as per Notification No.
60/2018/F. No.370142/9/2017-TPL dated 1 October 2018. It is worthwhile to note that tax shall be levied
where such capital gains exceed INR 100,000. Further, the Finance Act 2022 restricts surcharge to 15%
in respect of Long Term Capital Gain (LTCG) arising from any capital asset.

• Section 112 of the Act provides for taxation of long-term capital gains;

In case of a domestic company / resident, amount of income-tax on long-term capital gains arising from
the transfer of a capital asset shall be computed at the rate of 20%.

In case of non-resident (not being a company) or a foreign company, the amount of income-tax on long-
term capital gains arising from the transfer of a capital asset (being unlisted securities or shares of a
company not being a company in which the public are substantially interested) shall be calculated at the
rate of 10% without giving effect to the first and second proviso to section 48.

Further, where the tax payable is payable in respect of any income arising from the transfer of a long-
term capital asset, being listed securities (other than a unit) or zero-coupon bond, then such income will
be subject to tax at the rate of 10% of the amount of capital gains before giving effect to the provisions
of the second proviso to section 48.

• Where the gains arising on transfer of shares of the Company are included in the business income of a
shareholder and assessable under the head “Profits and Gains of Business or Profession” and such transfer

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 is subjected to Securities Transaction Tax (STT), then such STT shall be a deductible expense from the
business income as per the provisions of section 36(1)(xv) of the Act.

• As per section 111A of the Act, short term capital gains arising from transfer of an equity share, or a unit
of an equity-oriented fund or a unit of a business trust shall be taxed at 15% subject to fulfillment of
prescribed conditions under the Act.

• As per section 115E of the Act, long term capital gains arising to non-resident Indian from transfer of
shares in an Indian company which the shareholder has acquired in convertible foreign exchange shall
be taxed at the rate of 10% subject to fulfilment of prescribed conditions under the Act.

• Further, any income by way of capital gains, dividends accruing to non-residents may be subject to
withholding tax per the provisions of the Act or under the relevant Double Taxation Avoidance
Agreement (‘DTAA’), whichever is more beneficial to such non-resident. However, where such non-
resident has obtained a lower withholding tax certificate from the tax authorities, the withholding tax rate
would be as per the said certificate. The non-resident shareholders can also avail credit of any taxes paid
by them, subject to local laws of the country in which such shareholder is resident.

In respect of non-resident shareholders, the tax rates and the consequent taxation (in relation to capital
gains, dividends etc.) shall be further entitled to any benefits available under the applicable DTAA, if
any, between India and the country in which the non-resident has fiscal domicile.

NOTES:

1. This Annexure is as per the Income-tax Act, 1961 as amended by the Finance Act, 2023 read with relevant
rules, circulars and notifications applicable for the Financial Year 2022-23 relevant to the Assessment Year
2023-24, presently in force in India.

2. The ability of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such
conditions, which based on the business imperatives, the Company or its shareholders may or may not choose
to fulfil.

3. The Statement has been prepared on the basis that the shares of the Company are listed on a recognized stock
exchange in India.

4. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner
only and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase,
ownership and disposal of equity shares of the Company.

5. This Statement does not discuss any tax consequences in any country outside India of an investment in the
equity shares of the Company. The shareholders / investors in any country outside India are advised to consult
their own professional advisors regarding possible income tax consequences that apply to them under the
laws of such jurisdiction.

6. No assurance is provided that the revenue authorities/courts will concur with the views expressed herein. Our
views are based on the existing provisions of law and its interpretation, which are subject to changes from
time to time. We do not assume responsibility to update the views consequent to such changes.

UNDER THE INDIRECT TAXES

A. Special tax benefits available to the Company

There are no special tax benefits available to the Company under the Indirect Taxes.

B. Special tax benefits available to Shareholders

There are no special tax benefits available to the Shareholders under the Indirect Taxes.

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C. Special tax benefits available to Material Subsidiaries

There are no special tax benefits available to the Material Subsidiaries under the Indirect Taxes.

NOTES:

1. The above is as per the current Tax Laws.

2. The above Statement of possible special tax benefits sets out the provisions of Tax Laws in a summary manner
only and is not a complete analysis or listing of all the existing and potential tax consequences of the purchase,
ownership and disposal of equity shares of the Company.

3. This Statement does not discuss any tax consequences in any country outside India of an investment in the
equity shares of the Company. The shareholders / investors in any country outside India are advised to consult
their own professional advisors regarding possible income tax consequences that apply to them under the
laws of such jurisdiction.

For Agilus Diagnostics Limited (formerly known as SRL Limited)

Anand Kuppuswamy
Managing Director and Chief Executive Officer

Place: Gurugram
Date: 28 September 2023

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 SECTION V – ABOUT OUR COMPANY

INDUSTRY OVERVIEW

Unless otherwise indicated, industry and market data used in this section has been derived from the report titled
“Assessment of the diagnostics industry in India”, dated September 2023 and released by CRISIL MI&A, a
division of CRISIL Limited (“CRISIL Report”). We have commissioned and we have on behalf of the Selling
Shareholders paid for the CRISIL Report for the purposes of confirming our understanding of the industry
specifically for the purpose of the Offer pursuant to an engagement letter dated June 16, 2023, as no report is
publicly available which provides a comprehensive industry analysis, particularly for our Company’s services,
that may be similar to the CRISIL Report. Unless otherwise indicated, all financial, operational, industry and
other related information derived from the CRISIL Report and included herein with respect to any particular year,
refers to such information for the relevant year. For the disclaimers associated with the CRISIL Report, see
“Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation - Industry
and market data” on page 16. Also, see “Risk Factors - Internal Risks - Certain sections of this Draft Red Herring
Prospectus disclose information from the CRISIL Report which has been prepared exclusively for the Offer and
commissioned by our Company and paid for by our Company on behalf of the Selling Shareholders exclusively in
connection with the Offer, and any reliance on such information for making an investment decision in the Offer
is subject to inherent risks.” on page 61. The CRISIL Report is available at the following web-link:
[Link] All references to
years in this section are to calendar years.

Macroeconomic assessment

India

GDP logged 5.7% CAGR during Fiscals 2012-2023

India clocked a compound annual growth rate (CAGR) of 5.7% in gross domestic product (GDP) to reach ₹160
trillion in Fiscal 2023 from ₹87 trillion in Fiscal 2012.
In Fiscal 2022, the economy recovered from the pandemic-related stress as restrictions were eased and economic
activity resumed, though the quarter did see inflation spiral due to geopolitical pressures. Resumption of economic
activity and healthy trade flow led to a robust GDP growth of 9.1% for the year as against a decline of 5.8% in
Fiscal 2021.

In Fiscal 2023, the GDP rose 7.2% on strong growth momentum propelled by domestic demand from investment
and private consumption through the year. Share of investment in GDP rose to an 11-year high of 34% and that
of private consumption to an 18-year high of 58.5%.

Real GDP growth in India (new series) – Constant prices

Notes: PE - Provisional estimates; RE - Revised estimates; P - Projected

These values are reported by the government under various stages of estimates
Only actuals and estimates of GDP are provided in the bar graph above
Source: Provisional estimates of national income 2022-2023 and quarterly estimates of GDP for the fourth quarter of 2022-2023, Central
Statistics Office (CSO), Ministry of Statistics and Programme Implementation (MoSPI), CRISIL MI&A

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CRISIL forecasts India’s GDP to grow 6.0% in Fiscal 2024

After the robust growth in Fiscal 2023, a slowdown seems inevitable this Fiscal 2024, driven by rising borrowing
costs. Over the past 15 months, central banks have aggressively raised policy rates to combat inflation. However,
the hikes are getting transmitted to broader lending rates with a lag. The rates are expected to peak in Fiscal 2024,
hitting both global and domestic demand. External demand will weaken further, with major advanced economies
facing the highest interest rates in more than a decade.

S&P Global expects GDP growth for the United States (US) to slow to 0.7% in 2023 from 2.1% in 2022 and that
for euro zone to 0.3% from 3.5%. As these economies account for 33% of India’s goods exports, the country is
likely to see slower growth.

While the rise in domestic interest rates is relatively lower than in advanced economies, bank lending rates have
reached the pre-pandemic 5-year average. This is expected to moderate domestic demand, especially in interest
rate-sensitive segments such as automobiles and housing. That said, falling commodity prices and slowing
inflation augur well for domestic demand in Fiscal 2024. The key swing factor is the monsoon, which has a
significant bearing on rural demand. While the India Meteorological Department has forecast a normal monsoon
for 2023, regional and temporal distribution will impact agricultural output in addition to expected downside risks
from El Niño.

Overall, real GDP of India is expected to grow 6.0% in Fiscal 2024 compared with 7.2% in Fiscal 2023.

CRISIL forecasts India’s GDP to grow 6.9% in Fiscal 2025

Inflation reduction targets of most countries are unlikely to be achieved before 2025, thereby potentially impacting
India's export demand in Fiscal 2025 as well. However, as inflation aligns closer to the specified targets in Fiscal
2025, the moderation is likely to facilitate a decrease in interest rates, thereby positively influencing India's export
prospects. At an overall level, India’s real GDP is expected to perform better in Fiscal 2025 compared with Fiscal
2024 by growing 6.9%.

PFCE to maintain dominant share in GDP

Private final consumption expenditure (PFCE) at constant prices clocked 6% CAGR between Fiscals 2012 and
2023, maintaining its dominant share of 58.5% in Fiscal 2023 (approximately ₹93,587 billion in absolute terms,
up 7.5% on-year). Growth was led by healthy monsoon, wage revisions due to the implementation of the Pay
Commission recommendations, benign interest rates, and low inflation.

PFCE (at constant prices)

Note: PE - Provisional estimates; RE - Revised estimates; AE - Advance estimates

Source: MoSPI, CRISIL MI&A

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India saw robust growth in per capita income between Fiscals 2012-2023

India’s per capita net national income (NNI), a broad indicator of living standards, logged 4.1% CAGR between
Fiscals 2012 and 2023, with growth led by better job opportunities, propped up by overall GDP growth. Like per
capita NNI, per capita GDP also saw overall growth of 4.5%, reaching ₹115,746 in Fiscal 2023.

Per capita NNI and per capita GDP at constant prices

Note: PE - Provisional estimates; RE - Revised estimates; AE - Advance estimates

Source: Provisional estimates of national income 2022-2023 and quarterly estimates of GDP for the fourth quarter of 2022-2023; CSO;
MoSPI; CRISIL MI&A

Per capita GDP growing faster than global average

The International Monetary Fund (IMF) estimates global GDP per capita to clock a CAGR of 2.1% during 2012-
2023 and expects it to reach 4.0% in 2023-2028. India’s GDP per capita is expected to grow faster, at 5.6% CAGR,
and is expected to surpass global growth by logging 7.4% during 2023-2028.

Per capita GDP at current prices

Per capita GDP (CAGR)

Note: E - Estimated; P - Projected

Source: IMF, CRISIL MI&A

Fundamental growth drivers of domestic GDP

Decline in poverty indicates rise in middle-income and high-income population in India

The proportion of poor in India (defined as people living at or below ₹125,000 per annum) declined from
approximately 16% to approximately 14% between Fiscals 2016 and 2021, according to the ICE 360° survey by
the People Research on India’s Consumer Economy (PRICE).

Conversely, the proportion of middle- and high-income groups in the country increased to approximately 86% in
Fiscal 2021 from approximately 85% in Fiscal 2016. Their proportion is expected to reach approximately 95% by
Fiscal 2031. The middle-income group formed approximately 82% of the total population in Fiscal 2021. A
positive economic outlook and growth across key employment-generating sectors (such as real estate,
infrastructure, and automotives) are expected to have a cascading effect on the overall per-capita income of the
population in the medium-to-long term. This, in turn, is expected to drive consumption expenditure and
discretionary spending.

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 Income-based split of the population

Note: E - Estimated; P - Projected

Low-income group: Defined as a set of people earning less than ₹125,000 per annum
Middle-income group: Defined as a set of people earning between ₹125,000 and ₹3 million
High-income group: Defined as a set of people earning more than ₹3 million
Source: PRICE ICE 360° survey, CRISIL MI&A

Population to clock 0.8% CAGR between 2020 and 2030

According to Census 2011, India’s population grew to approximately 1.2 billion at a CAGR of 1.9% during
calendar years 2001-2011. Estimated number of households stood at approximately 246 million.

According to the United Nations (UN) World Population Prospects 2022, the country’s population is expected to
clock a CAGR of 0.8% between 2020 and 2030 to reach 1.5 billion by 2030. The UN has estimated that with
1.425 billion people, the country surpassed China to become the most populous country in April.

India’s population growth

Note: P - Projected
Source: UN Department of Economic and Social Affairs, World Population Prospects 22022, CRISIL MI&A

Urbanization likely to reach 40% by 2030

India’s urban population has been increasing over the years. The trend is expected to continue as economic growth
increases. From approximately 31% of the total population in 2010, urban population in the country is projected
to reach nearly 40% by 2030, according to a UN report on urbanisation. People from rural areas move to cities for
better job opportunities, education, and quality of life. Typically, migration can be of the entire family or a few
individuals (generally an earning member or students).

India’s urban population versus rural

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 Note: P - Projected
Source: World Urbanization Prospects: The 2018 Revision, UN, CRISIL MI&A
Disease profile in India

Share of non-communicable diseases in DALYs is continuously increasing

According to the World Health Organization (WHO), communicable diseases were a major contributor to
disability- adjusted life years (DALYs) in India in 2000, with approximately 55% share. The major reasons were
lack of basic public healthcare facilities and vaccination, which led to communicable diseases. DALY helps assess
the overall burden of disease in a country as it is a time-based measure that combines years of life lost due to
premature mortality and disability. One DALY represents the loss of the equivalent of one year of full health.

By 2019, there was a notable shift in the disease burden landscape in India. The share of communicable diseases
in total DALYs in the country witnessed a significant decline to about 30.5%, indicating progress in controlling
infectious illnesses through vaccination drives and availability of public healthcare services. Conversely, non-
communicable diseases witnessed a substantial increase and accounted for 58.6% of the DALYs in India,
considerably higher than the average share of non-communicable diseases in total DALYs for lower-middle-
income countries, 52.5%.

This shift can be attributed to the growing ageing population in India and lifestyle changes, leading to a more-
sedentary living. Furthermore, injuries accounted for 11%, showcasing a slight increase compared with 2000.

Contribution of major disease groups to total DALYs in India

Source: WHO, CRISIL MI&A

Contribution of major disease groups to DALYs (2019)

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 Note: India comes in the lower middle-income group according to WHO classification
Source: WHO, CRISIL MI&A

Maternal mortality rate improves

Maternity health issues in India include a broad spectrum of concerns that significantly impact women during the
pregnancy, childbirth, and postpartum period. Malnutrition, postpartum depression because of hormonal changes,
sleep deprivation, postpartum haemorrhage, and psychosocial factors affect a substantial number of women in
India, impacting their well-being and that of their infants.

Maternal mortality rate in India

Source: Press Information Bureau (PIB), CRISIL MI&A

Insufficient access to healthcare services exacerbates these health issues, particularly among women residing in
remote areas with limited financial resources. However, the government has implemented various programmes
and undertaken awareness campaigns to control the incidences and improve maternal and child health outcomes.
Initiatives such as the Pradhan Mantri Surakshit Matritva Abhiyan, POSHAN Abhiyaan, and Janani Suraksha
Yojana aim to increase accessibility to quality care and enhance the physical and mental well-being of pregnant
women. Notably, they have positively influenced maternal mortality rates in India, which declined from 130 (per
lakh live births) in 2014-2016 to 97 (per lakh live births) in 2018-2020.

India has more than 236 million diabetes and prediabetes cases

Diabetes has emerged as a significant health concern in India, contributing to a considerable disease burden within
the population. India has become the diabetes capital of the world as with both type 1 and 2 diabetes cases rising
at an alarming rate in recent years. This is primarily attributed to factors such as sedentary lifestyle, unhealthy
dietary habits, genetic predisposition, and rapid urbanisation. According to the 2023 Metabolic Non-
Communicable Disease Health Report of India by ICMR, over 101 million adults were diagnosed with diabetes
and over 136 million adults with pre-diabetes in 2021 in the country.

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Furthermore, diabetes has far-reaching consequences. It can give rise to various complications such as
cardiovascular diseases, kidney disorders, and nerve damage. The impact on individuals' quality of life and the
strain on the healthcare system are substantial. The government has collaborated with healthcare organisations
and relevant stakeholders and rolled out the National Programme for Prevention and Control of Cancer, Diabetes,
Cardiovascular Diseases and Stroke. This is aimed at creating awareness about these diseases, educating people
on disease prevention, and improving healthcare infrastructure to support diabetes care.

India’s social and healthcare parameters

Country lags other economies in healthcare expenditure

According to the Global Health Expenditure Database, in 2020, India's healthcare expenditure accounted for 3%
of its GDP. This places India behind not only developed countries, such as the US and the UK, but also several
developing countries, including Brazil, Malaysia, Nepal, Sri Lanka, and Thailand.

Furthermore, India's public spending on healthcare services is considerably lower than its global counterparts. For
instance, India's per capita expenditure on healthcare, calculated at an international dollar rate and adjusted for
purchasing power parity, was a mere $56.6 in 2020. In contrast, the per capita expenditures of the US, the UK,
and Singapore were significantly higher –$11,702.4 for the US, $4,926.3 for the UK, and $3,537 for Singapore.

Current healthcare expenditure as % of GDP – India vs. global

Source: Global Health Expenditure Database - World Health Organization accessed in March 2023, CRISIL MI&A

Per capita current expenditure on health in $ terms (2020)

Source: Global Health Expenditure Database - World Health Organization accessed in March 2023, CRISIL MI&A

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Out-of-pocket expenditure on healthcare in India is one of the highest globally

The Indian governments spend on healthcare is low given the size of the economy, which leads to high out-of-
pocket (OOP) expenditure. Despite a decline in the past few years, India’s OOP expenditure as a % of current
health spending was 50.6% in 2020, significantly above the global average of 16.36%, and among the highest in
the world. Furthermore, in India, majority of insurance cover does not cover out-patient treatments, which also
makes OOP due to out-patient greater in comparison to in-patient treatments.

Additionally, as per economic survey data for Fiscal 2022, 80-85% of all in-patient hospitalisations did not have
any coverage, which again drives up the share of OOP spending in healthcare expenditure. However, the
government has introduced schemes such as Ayushman Bharat Pradhan Mantri Jan Arogya Yojana, state-
sponsored health insurance (AB-PMJAY State Extension Schemes), Employees' State Insurance Scheme, and
Central Government Health Scheme to increase the coverage of medical insurance.

Out-of-pocket expenditure (% of current health expenditure 2020)

Source: Global Health Expenditure Database accessed in March 2023, CRISIL MI&A

Share of government spending in total health expenditure one of the lowest globally

In terms of absolute value, government health expenditure (GHE) has been constantly increasing over the years.
It increased from approximately ₹1.8 trillion in Fiscal 2016 to approximately ₹2.7 trillion in Fiscal 2020. However,
the share of domestic general GHE (% of current health expenditure) in India is still one of the lowest among
emerging as well as developed economies. For instance, in 2020, the share of government spending in total current
health expenditure of developed countries such as the US, the UK and Japan was 56.8%, 83.7 and 84.2%,
respectively.

Even in developing countries, the share of government spending on health as a % of current health expenditure
was higher than in India. For instance, in Indonesia and Malaysia, the share of government spending on healthcare
was 55% and 52.8%, respectively, whereas, in India, it was just 36.6%. Overall, as well, the share of government
spending on healthcare as a % of current health expenditure was less than the global average of 63.4%.

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 Domestic general government health expenditure (% of current health expenditure as of 2020)

Source: Global Health Expenditure Database accessed in March 2023, CRISIL MI&A

Hospitalisation cost in private hospitals in India is 7.2x more than government hospitals

In rural areas, the average medical expense per hospitalisation in government/public hospitals was ₹4,290 vis-à-
vis ₹27,347 for private hospitals (NSS Survey: July 2017-June 2018). The average medical expense for all
hospitals, including charitable/NGO/trust-run, in rural areas was ₹16,676 per hospitalisation. Similarly, the
average medical expense for government/ public hospitals in urban areas was ₹4,837 per hospitalisation, while
for private hospitals and charitable hospitals, it was ₹38,822 and ₹26,247, respectively.

Overall, the cost of healthcare in private hospitals is much higher than in government/public hospitals, and this
difference is more pronounced in urban areas, owing to several factors, such as higher cost of living, availability
of advanced medical technology, and higher salaries of doctors and other healthcare professionals.

Average medical expenditure per hospitalisation case in India (July 2017 to June 2018)

Source: NSS, CRISIL MI&A

Onset of the COVID-19 pandemic posed significant challenges to the healthcare sector across the world. In India,
it exposed the structural weakness of the healthcare system, such as inadequacy in equipment, supplies and
medicines. To address these, the government implemented several measures, both on the fiscal and policy fronts.

In March 2020, the government expanded AB-PMJAY, which provides health insurance to the poor, bringing the
cost of COVID-19 treatment under its ambit.

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Further, to enhance healthcare infrastructure, the government established PM CARES Fund to mobilise resources
for COVID-19 relief efforts. In Fiscal 2022, donations totalled approximately ₹19.4 billion, which was utilised to
set up COVID-19 makeshift hospitals, procure medical equipment, and strengthen healthcare facilities across the
country.

On the policy front, the government issued guidelines governing telemedicine to promote remote healthcare
consultation, ensuring access to medical services while minimising physical contact. The move helped patients
receive medical assistance even during the lockdowns.

Furthermore, regulatory reforms were initiated to expedite the approval process for COVID-19-related drugs,
diagnostic kits, and medical devices. These changes were aimed at facilitating timely access to medicines and
technologies required for pandemic management. In addition, the government took concrete steps to increase
awareness about COVID-19, social distancing, and vaccination drives.

Government health spend up in absolute terms, but down as % of total budget

In absolute terms, the government’s allocation towards healthcare has increased to ₹890 billion for Fiscal 2024
(budgeted estimates) from ₹530 billion in Fiscal 2018, at a CAGR of 9%. However, as a % of the Union Budget
2023- 2024, the allocation has decreased to 2% from 2.5% in Fiscal 2018.

While healthcare expenditure increased significantly to approximately 26% on-year in Fiscal 2021, following the
pandemic’s onset, with allocation of funds for COVID-19-related measures such as vaccination drives sustaining
in Fiscal 2022, expenditure declined approximately 8% on-year in Fiscal 2023, because the pandemic support was
withdrawn by the government as infections subsided.

In Fiscal 2024, healthcare allocation in the budget rose approximately 15% on-year, driven by increase in
expenditure towards schemes such as Pradhan Mantri Atmanirbhar Swasth Bharat Yojana, which aims to establish
primary healthcare infrastructure, Pradhan Mantri Swasthya Suraksha Yojana, which focuses on setting up new
All India Institute of Medical Sciences hospitals and enhancing facilities at government medical colleges in states,
and PMJAY, a health insurance scheme.

Budgetary allocation for healthcare over the years

Note: RE - Revised estimates; BE - Budget estimates

Source: Budget documents, CRISIL MI&A

Key healthcare schemes and programmes under implementation / announced

National Health Mission

The National Health Mission (NHM) is a flagship programme of the government to provide accessible, affordable,
and quality healthcare to all sections of society. It takes a comprehensive approach to address the country’s

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healthcare needs. It has two sub-missions — National Rural Health Mission (NRHM) and the National Urban
Health Mission (NUHM) — which target rural and urban populations, respectively.

The key objectives of NHM are to strengthen healthcare infrastructure, improve healthcare service delivery and
enhance public health outcomes by focussing on primary healthcare, maternal and child health, communicable
and non-communicable disease control, and promote preventive health interventions.

Overall, NHM serves as a cornerstone of the country’s healthcare system, aiming to bridge the gap in healthcare
delivery and ensuring equitable access to quality healthcare services. Within NHM the following have been
launched:

National Sickle Cell Anaemia Elimination Mission

As a part of NHM, the government announced the National Sickle Cell Anaemia Elimination Programme in the
Union Budget 2022-23. It focusses on addressing significant health challenges posed by sickle cell disease,
particularly among tribal populations. As of July 2023, it has been implemented in 17 high-focus states to improve
the care and prospects of all sickle cell disease patients while reducing its prevalence.

Free Diagnostics Service Initiative

This was launched under NHM to provide better accessibility of diagnostic services at public health facilities,
with the aim of reducing OOP expenditure on diagnostics, which was fairly high at 10% as per National Sample
Survey Office's (NSSO) 71st round. Free diagnostics services are being made accessible through inhouse, public-
private partnership (PPP) and hybrid modes, and has three components – Essential Pathology Initiative, Tele-
Radiology Initiative, and CT Scan Services at District Hospital and Technology Support. As of October 2022,
Free Diagnostics Initiative was implemented in 33 states/ union territories (UTs), and Free Diagnostics CT Scan
Service and Free Tele-Radiology were implemented in 13 states/ UTs on a PPP basis.

Ayushman Bharat

Ayushman Bharat, also known as Pradhan Mantri Jan Arogya Yojana (PMJAY), was launched in September 2018
to provide affordable healthcare to economically vulnerable sections of society. It seeks to address gaps in
healthcare access by strengthening primary healthcare infrastructure and offering financial protection to the poor
by providing health insurance coverage.

Ayushman Bharat comprises two interrelated components — health and wellness centres (HWCs) and Pradhan
Mantri Jan Arogya Yojana (PM-JAY). In February 2018, the government announced the setting up of 150,000
HWCs by transforming the existing sub-centres and primary health centres. HWCs are expected to deliver
comprehensive primary healthcare by bringing healthcare closer to the people’s homes. These provide maternal
and child health services, treat NCDs, and provide free essential drugs and diagnostic services. The PM-JAY aims
to provide ₹0.5 million health cover per family per year for secondary and tertiary care hospitalisation. The scheme
is expected to benefit over 107.4 million poor and vulnerable families (approximately 500 million individuals).

Ayushman Bharat Digital Mission

Ayushman Bharat Digital Mission aims to create a national digital health ecosystem that will enable seamless
exchange of electronic health records (EHRs) and other health-related information. It was launched in September
2021 and is expected to be fully implemented by 2025.

Pradhan Mantri Ayushman Bharat Health Infrastructure Mission

PM-ABHIM was announced on February 1, 2021 as part of the Atmanirbhar Bharat package for the healthcare
sector. Its primary aim is to address critical gaps in the health infrastructure, surveillance, and healthcare research
in urban and rural areas.

It also promotes self-reliance and empowers communities to effectively manage pandemics and health crises. The
scheme's total financial outlay for Fiscals 2022-2026 is ₹641.8 billion, which includes the cost of monitoring and
evaluation, and setting up of a project management unit.

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 Key government healthcare schemes

Source: Budget documents, CRISIL MI&A

PPPs in diagnostics industry

PPP models have been employed in the Indian diagnostics industry to facilitate the provision of diagnostic services
in rural and remote areas, upgrade existing facilities, and foster the development of new diagnostic technologies.

The prevalent model in the sector is the lease-operate-transfer model, under which the private sector takes on lease
a diagnostic facility from the government and operates it for a specific period before returning it.

Introduction to the healthcare industry in India

Structure of the healthcare industry

Source: CRISIL MI&A

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India’s fast-growing healthcare industry has become one of the leading contributors of the economy. A
combination of economic and demographic factors is driving healthcare demand in the country. Factors such as
ageing population, growing middle class, increasing incidence of lifestyle diseases, and adoption of technology
are some of the key drivers.

The domestic healthcare industry comprises the following segments: healthcare delivery (hospital),
pharmaceuticals, health insurance, medical devices, diagnostic services, medical equipment, and other support
services to the healthcare players.

Healthcare market in India to grow at 11-12% CAGR between Fiscals 2023 and 2028

The healthcare industry, comprising pharmaceuticals, hospitals, medical devices, diagnostics and health
insurance, grew at 10-11% CAGR between Fiscals 2017 and 2023, to approximately ₹9.9 trillion.

By Fiscal 2028, the market is expected to reach ₹16.5-17.5 trillion, at a CAGR 11-12%, driven by factors such as
an ageing population, increased incidence of lifestyle diseases, growing healthcare awareness, technology
adoption, and growing affluent middle class.

Indian healthcare market

Note: E - Estimated; P - Projected

1. Hospitals include the overall healthcare delivery segment in India, which is inclusive of clinic/physician consultations
2. Medical devices include medical devices and equipment, medical consumables, reagents and implants
Source: Industry, CRISIL MI&A

Within the healthcare market, the service sector segments such as hospitals and health insurance see comparatively
higher growth rate, driven by higher price inflationary pressure, compared with other healthcare segments. The
health insurance segment registered strong growth between Fiscals 2018 and 2023, with post-pandemic rise in
health insurance penetration and current under-penetration of health insurance policies in India. The medical
device segment in India is largely import-dependent (70%), and is, thus, exposed to higher inflation.

On the other hand, segments such as pharmaceuticals and diagnostics are driven by volume growth as against
price inflationary growth and clocked a CAGR of 8-9% between Fiscals 2018 and 2023.

State-wise spending on healthcare

Uttar Pradesh & Maharashtra top two states in terms of medical and public health spends in absolute terms in
Fiscal 2023

In Fiscal 2023, Uttar Pradesh and Maharashtra were the top two states in terms of budgeted medical and public
health expenditures, at ₹240.8 billion and ₹210.7 billion, respectively. However, Delhi had the highest proportion

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of health expenditure in relation to aggregate expenditure, of a substantial 13.5%. This indicates a relatively higher
allocation of resources towards healthcare in Delhi than in other states and union territories. Puducherry followed
closely, at 11%. Large states such as Bihar, Odisha, West Bengal, and Uttarakhand also logged relatively high
health expenditure percentages, of between 6.2% and 7.1%, which hinted at the prioritisation of healthcare in
these regions.

Interestingly, small states such as Goa and Meghalaya, which have a relatively lower population, clocked health
expenditure percentages, at 8.9% and 8.6%, respectively, suggesting focus on healthcare in the regions. In
contrast, Telangana, Gujarat, and Tamil Nadu allocated a smaller proportion of their total expenditure to
healthcare, with percentages ranging from 3.9% to 4.4%.

States' expenditure on medical and public health, family welfare, water supply and sanitation

Source: The Reserve Bank of India (RBI), budgeted spends, CRISIL MI&A

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 Top 10 states in terms of medical and public health expenditure (Fiscal 2023)

Source: RBI, CRISIL MI&A

Kerala tops Health Index among large states, Tripura leads small states

Health Index provides separate ranking for large states, small states, and union territories, to better capture health
parameters. In Fiscal 2020, Kerala maintained its top position in the ranking in the large states category but ranked
seventh in terms of GHE. Tamil Nadu followed closely, securing the second position in the Health Index and third
in terms of GHE, suggesting a balance between healthcare performance and government expenditure.
Furthermore, Assam notably improved its Health Index ranking, climbing three spots up, to the 12th position,
indicating a good improvement in healthcare parameters.

In the small states category, Mizoram, which ranked third in Fiscal 2019, improved its position to claim the top
spot in Fiscal 2020, reflecting significant progress in healthcare indicators. Another state to have notably improved
in terms of the Health Index was Meghalaya, having risen to the fifth position in Fiscal 2020. In contrast, Goa’s
position significantly declined to the fourth rank; however, it had the highest GHE in the small states category,
which is expected to positively impact its Health Index.

In the union territories category, Dadra and Nagar Haveli and Daman and Diu, which held the second rank in
Fiscal 2019, secured the top spot in Fiscal 2020, showing significant progress in healthcare indicators.
Lakshadweep also showed a remarkable improvement in Fiscal 2020, moving up, to the third rank from fifth the
previous year. Furthermore, union territories such as Delhi, Jammu and Kashmir, and Puducherry, while not
leading in terms of Health Index, emerged as the top three spenders in GHE. This substantial expenditure is
expected to benefit their Health Index rankings.

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States ranking- Health Index and GHE (2019-2020)

Large states

Source: NITI Aayog, Ministry of Health and Family Welfare, CRISIL MI&A

Small states

Source: NITI Aayog, Ministry of Health and Family Welfare, CRISIL MI&A

Union territories

Source: NITI Aayog, Ministry of Health and Family Welfare, CRISIL MI&A

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Assessment of Indian diagnostics (pathology) industry

Structure of the diagnostics industry

Based on service offerings

Source: Industry, CRISIL MI&A

Based on business models

Source: Industry, CRISIL MI&A

Hospital-based diagnostic centres

Usually, large hospitals have their in-house pathology laboratories and radiology centres. Some private hospitals
outsource the management of their diagnostic facilities to third-party private players. Major hospital chains such
as Fortis Healthcare, Apollo Hospitals, and Max Healthcare, have their own diagnostic arm.

Generally, mid- and small-sized hospitals prefer to outsource their tests rather than set up in-house laboratory
testing facilities. Hospitals that have no equipment to conduct advanced tests may also partner with other qualified
diagnostic centres for radiology and pathology requirements.

Furthermore, equipment for advanced tests is expensive, and many hospitals may find it economically unviable
to operate them owing to low testing volumes. For example, a hospital may have a machine to test whether a
patient is HIV positive; however, to determine the virus count, the sample will have to be sent to a specialised
pathology lab. Specialised tests with low patient volumes may also be outsourced to chain diagnostic labs.

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Government-led (PPP) model

A diagnostic centre set up through the government-led, or public private partnership (PPP) model involves
diagnostic players entering a PPP deed with the government to provide specific diagnostic services (pathology,
radiology, or both) for a specific concession period at pre-defined rates.

This model is meant to improve health facilities and facilitate accessible healthcare to all, especially at the bottom
of the pyramid. In a PPP model, government contributions can vary from providing land lease and upfront capital
infusion, to giving financial concessions on the capital infused by private players, rent-free land and captive
customers. As a provider, the government could contribute towards building infrastructure and managing the
operations of hospitals and diagnostic centres, and as a payer, it could pay for healthcare services provided by the
private sector.

Standalone centres

Low entry barriers and the absence of stringent regulations have led to growth in standalone centres. These centres
usually carry out basic tests that require minimal investment and space; however, some offer specialised tests such
as magnetic resonance imaging (MRI), computed tomography (CT) scan, and positron emission tomography
(PET) scan. They mostly have accreditations as a testimony of their expertise and quality of services.

Diagnostic chains

Many prominent diagnostic chains such as Agilus Diagnostics (formerly SRL Diagnostics), Dr Lal PathLabs,
Krsnaa Diagnostics, Metropolis, and Thyrocare are present either in a specific region/geography or have a multi-
regional presence and offer either pathology or radiology services, or both. Diagnostic chains adopt a hub-and-
spoke model (usually for pathology-centric services), which helps them increase their catchment area in a cost-
effective manner.

Tele-reporting is another new technology offering gaining prominence in India, as it helps increase players’
coverage by providing the flexibility to report from anywhere in the country. Furthermore, as the industry is
witnessing a shift towards more specialised testing, reputed diagnostic chains are venturing into it through
offerings under specialised segments such as oncology and fertility.

Hub-and-spoke model most preferred by diagnostic chains

The hub-and-spoke model in the diagnostics industry, particularly in the field of pathology, refers to a centralised
approach for diagnostic testing and laboratory services. In this model, a central laboratory acts as the hub that
receives and processes samples, and smaller satellite locations - or spokes - collect and send the samples to the
central facility for analysis.

In the context of pathology, this model involves a central pathology laboratory that handles a large volume of
diagnostic tests. This central lab is equipped with advanced infrastructure, skilled personnel, and sophisticated
technology to perform complex pathology examinations, including tissue biopsies, cytology and molecular
testing. It acts as the primary site for sample analysis and result generation, and the satellite locations, which could
be clinics, hospitals, or collection centres, serve as the spokes. They are responsible for sample collection, initial
processing, and transportation to the central lab. These satellite locations often have limited testing capabilities
and may lack specialised equipment or expertise required for comprehensive pathology examinations. Therefore,
they rely on the hub lab to provide accurate and timely diagnoses.

The hub-and-spoke model in the pathology industry offers several advantages. It centralises resources, expertise,
and technology, ensuring standardised and high-quality testing across locations. It also enables the efficient
utilisation of expensive equipment and minimises the duplication of services. Moreover, the model facilitates
better coordination and collaboration among healthcare providers, as they can rely on a centralised pathology lab
for accurate and timely diagnostic results.

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 Note: The hierarchy shown above represents the typical flow of samples from the collection centre to the national reference centre.
However, the hierarchy/terminology may vary from player to player.
Source: Industry, CRISIL MI&A

Value chain of diagnostics industry (pathology)

Note: Patient service centres serve as sample collection centres, accommodating walk-in patients for convenient specimen submission.
However, samples are sent to clinical and reference labs for testing. Similarly, pickup points are designated only as sample collection
centres aimed at efficiently gathering samples from clinical labs and healthcare providers.
Source: Industry, CRISIL MI&A

National reference centres (main centre)

These are located centrally, usually in large metropolitan areas. They serve as the corporate headquarters of
diagnostic chain companies. They are equipped to conduct both routine and specialised pathology and radiology
tests. All operations between the national reference centre and its spokes are centrally coordinated through a
central server-applied laboratory information management system (LIMS). LIMS offers customised enterprise
resource planning (ERP) solutions for diagnostic lab companies, helping manage patient information and lab
services.
Reports generated by the regional/national reference centres are sent to patients through the collection/satellite
centres or can be viewed online. The usual turnaround time for a national reference lab for report generation ranges
from a few hours (for routine tests such as blood analyses and sugar tests) to 2-4 days, depending on the type of
test being conducted.

Diagnostic centres can also opt for air logistics, transporting samples collected at their collection centres in other
cities by air. This is usually done for specialised tests that may be performed only at the national reference labs
or, in the context of a hub-and-spoke model, at regional reference labs. Samples may be collected during the day
and airlifted overnight to the national reference centre. In this case, the samples may take 12-24 hours to reach the
reference lab. These labs then ensure faster turnaround times for sample analysis so that the overall time taken
from sample collection to final report generation remains the shortest.

Many players in the industry are also adopting the tele-radiology practice, wherein the digital copies of images

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are sent to a radiologist at a distant location. The radiologist examines the images and provides insights in the
report, which is sent to the centre and delivered to the patient. Hence, the practice operates via a hub-and-spoke
model.

Regional reference centres

These are situated in large metropolitan cities and act as regional hubs that collect samples from the satellite and
collection centres across the country. Like the main labs, reference centres also offer comprehensive and
specialised testing facilities.

Satellite centres

These offer limited services. They mainly act as feeders for regional reference centres and the national/main
centre. Based on the complexity of the test, a satellite centre may choose to transfer samples to a regional or
national reference lab (whichever is nearer and has sufficient requirement to carry out the required test). Satellite
centres may be either owned or franchised by a diagnostic chain company.

Collection centres

These are located in hospitals, nursing homes, pathology labs, clinics, prime commercial properties, and retail
spaces, among other places. They may be company-owned or franchised. Collection centres do not carry out
testing. They are involved only in the collection and forwarding of patient samples to a satellite or reference lab.
A single collection centre can typically cater to areas within a 3-5 km radius. The centres usually have basic
equipment in the form of a refrigerator and centrifuge, and employ minimal staff, such as a receptionist, lab
technician, attendants, and delivery staff.

Overview and key characteristics

Lab tests drive 70% of the medical decisions

The diagnostics industry plays a pivotal role in preventing diseases, by providing vital tools and services for early
detection, accurate diagnosis, and monitoring of several health conditions. According to the US Centres for
Disease Control and Prevention (CDC), 70% of medical decisions depend on laboratory test results, which shows
the important role clinical laboratories play in healthcare diagnosis.

Furthermore, usually doctors prescribe multiple diagnostics tests for the early detection, as well as monitoring, of
diseases with diagnostic tests such as blood tests, imaging scans, and genetic screening. These tests not only help
identify risk factors and detect diseases in early stages, but also assist healthcare professionals in tracking disease
progression, adjusting treatment plans, and providing personalised care. Hence, generally a single visit to the
doctor leads to multiple diagnostic tests for proper treatment.

Moreover, the diagnostics industry assumes a crucial role in advancing proactive healthcare, particularly in the
post-Covid era. Diagnostic tests serve as a vital means for individuals to detect potential health issues at an early
stage, often prior to the manifestation of symptoms. This early detection facilitates timely intervention and
treatment, contributing significantly to the promotion of proactive healthcare practices.

Outpatients the prominent segment for diagnostic centres (Fiscal 2023E)

Notes: E - Estimated
Inpatient diagnostics includes wellness and preventive diagnostic tests
Source: Industry, CRISIL MI&A

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Rural areas account for only 24% revenue of the diagnostics industry

The industry can also be broadly segregated into urban and rural centres based on service provision. Urban centres
typically have modern facilities and higher-priced tests. These facilities are usually in public and private hospitals
and clinics or are standalone centres or diagnostic chains. In contrast, rural centres are largely primary health
centres, government dispensaries and private dispensaries that have small-scale facilities and carry out basic tests.
Furthermore, ticket sizes are also usually lower than in urban centres.

In rural areas, diagnostic tests are carried out in government and public hospitals, primary healthcare centres, at
private doctor-run clinics, nursing homes, private dispensaries, charitable institutes and private hospitals. For more
advanced diagnostic tests, rural patients are referred to the nearest urban centre, which indicates that there is a
huge gap within healthcare services to serve rural India.

India's rural population (approximately 70% of India's total population) contributed only 24% revenue of the
overall diagnostics market in Fiscal 2023, suggesting the under-penetration of diagnostics services in rural areas,
as well as smaller ticket sizes.

In addition, as of Fiscal 2023, Delhi NCR and Mumbai accounted for 14-16% of the diagnostics industry in value
terms.

Region-wise revenue break-up of diagnostics industry (Fiscal 2023E)

Notes: E - Estimated
Urban centres are areas or towns with a municipality, corporation, cantonment board, notified town area committee, and so on.
Urban centres also fulfil the following criteria: a minimum population of 5,000, approximately 75% of the male main population engaged in
non-agricultural work, town with a population density of at least 400 people per sq. km. All areas that do not fulfil these requirements are
classified as rural centres.
Source: Industry, CRISIL MI&A

Indian diagnostics industry to log 8-10% CAGR between Fiscals 2023 and 2028

The diagnostic services sector, being a crucial component of the healthcare industry, plays a pivotal role in
recommending essential treatments and monitoring patients' recovery post-treatment. Over the past few years, the
industry has experienced robust growth, showing a healthy upward trend. Between Fiscals 2018 and 2023, the
industry clocked a CAGR of 7.6%. Growth is moderated on account of lower Covid-led revenues in Fiscal 2023.

During the mentioned period, growth was primarily helped by volume growth, which accounted for 6.6% of
overall growth, surpassing price growth, which contributed only 1%. The trend can be attributed to an increased
number of players entering the market, thanks to the industry's low entry barriers, and the competitive pricing
strategies adopted by players to gain market share.

The diagnostics industry is poised for substantial growth between Fiscals 2023 and 2028. The overall industry is
expected to reach a market size of ₹1,150-1,250 billion, logging a CAGR of 8-10%. Several factors contribute to
this outlook. Firstly, growth is supported by rising literacy rates and disposable income among the population,
leading to increased awareness and demand for quality healthcare services, including diagnostics. Further, a rise
in urbanisation, coupled with, that in lifestyle-related diseases and ageing population, will create a greater need
for accurate and timely diagnostics to identify and manage these health issues effectively.

Overall, increasing focus on preventative medicine, increasing incidence of chronic and lifestyle diseases,

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preference for evidence-based treatment, changing nature of diseases, expansion of organized healthcare and
increased use of technology in healthcare are set to drive the growth of the Indian diagnostics services industry
moving forward.

Indian diagnostics industry, trend and projection

Notes: Revenues from Covid and Covid allied tests are estimated
E - Estimated; P - Projected
Source: CRISIL MI&A

Key six players registered a faster growth than Industry

In the Indian diagnostic Industry between Fiscals 2018-2023 key six have grown faster than the rest of the industry.
These key six players include – Agilus Diagnostics Limited, Dr. Lal PathLabs Ltd, Metropolis Healthcare Ltd,
Krsnaa Diagnostics Ltd, Thyrocare Technologies Ltd, Vijaya Diagnostic Centre Ltd – in no specific order.

Between Fiscals 2018-2023, these key six clocked higher CAGR growth (11.5%) when compared overall industry
(7.6%). This growth can be majorly attributed to inorganic due to inorganic growth strategies like acquisitions,
increased geographical reach through setting up of new labs, pickup points, more comprehensive test menu, and
better customer experience through integration of offline and online channels.

Growth of key six players in diagnostic industry

Note: E - Estimated; P - Projected

Source: CRISIL MI&A

Industry shifting towards diagnostic chains

The Indian diagnostics industry is highly fragmented, given the high proportion of standalone centres and hospitals
labs occupying a smaller share of the pie. The diagnostic chains are further split into regional and multi-regional
chains, of which regional chains account for the majority.

The industry’s profitability is defined based on high volume of testing and optimal utilisation of labs. Also, high
capex requirements for radiology deter standalone players from investing beyond basic radiology. Given the low
entry barriers and lack of a strong regulatory environment, the industry has many standalone players. This has
made the industry highly competitive and fragmented, and hence smaller players are finding it hard to stay
profitable.

Diagnostic chains, on the other hand, have stronger financial discipline and negotiating power with suppliers,
greater capital, and administrative resources to meet the needs to sustain the business compared with standalone
diagnostic centres.

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Diagnostic chains have expanded into geographies, where they have limited presence via inorganic route. tier 2
and 3 cities are the major focus of these established players where struggling standalone centres become prime
opportunities for acquisition.

Led by these factors, the industry has witnessed a shift from standalone centres to diagnostic chains, due to the
increasing trend of patients’ reliance on diagnostic chains for their quality of service and unavailability of complex
tests with standalone centres - not only at the country level but also in regional markets.

In addition to these factors, diagnostic chains possessing better national and international accreditations and
scalable business model, wherein through brand reputation and operational efficiency these chains can cater to a
larger set of population, has led to an increase in the share of diagnostic chains to 16-20% of the overall diagnostics
industry as of Fiscal 2023 from 13-17% in Fiscal 2020.

Within the diagnostics chains, multi-regional chains led diversified presence, large scale of operations supporting
the volume growth coupled with acquisitions have gained market during the period mentioned.

Estimated break-up of the Indian diagnostics industry

Notes: The average of ranges mentioned add up to 100%

E - Estimated; P - Projected
Source: CRISIL MI&A

An overview of the Indian pathology diagnostics industry

Pathology forms a predominant segment of the overall industry.

Segment-wise break-up of the diagnostics industry (Fiscal 2023 estimates)

Note: E - Estimated
Note: The above analysis is without taking into consideration COVID-19 testing business.
Source: CRISIL MI&A

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Radiology tests are at least 2-3 times expensive than pathology tests

Pathology tests generally exhibit a comparative cost advantage over radiology tests. However, as a battery of
pathology tests needs to be performed for proper analysis, the cumulative expense incurred on pathology tests
under a single panel of pathology examination may surpass those of radiology. Additionally, due to the rising
number of lifestyle diseases, such as cardiovascular diseases and diabetes, and increasing awareness about
preventive healthcare, pathology is expected to continue forming the major segment in the diagnostics industry.

Indicative test costs in pathology and radiology segments (2023)

Note: Thyroid profile includes T3, T4, and TSH. Glucose tests includes fasting and post-prandial blood sugar
Source: CRISIL MI&A

Pathology diagnostics segment logged a 6.9% CAGR between Fiscals 2018 and 2023

Indian pathology diagnostics segment has experienced a growth of 6.9% CAGR with the segment growing from
₹313 billion in Fiscal 2018 to ₹437 billion in Fiscal 2023, primarily driven by factors such as the rise in population,
increase in non-communicable diseases, and an increase in health awareness.

In addition to mentioned factors, growth in Fiscal 2022 was also poised by the COVID-19-led pandemic. During
this period, players operating in the pathology diagnostics segment witnessed strong growth in volumes, led by
the demand for COVID-19 and allied testing during April-June 2021. Further, during the period, large and
organised players were able to benefit more from the increased demand compared with smaller players, which did
not have COVID-19 testing capacity. Apart from large diagnostic chains, diagnostic labs, which have a footing in
genomic and molecular testing, have also been able to derive benefit from their testing capabilities with the overall
segment seeing a year-on-year growth of 14.6% for the fiscal.

However, in Fiscal 2023, the segment saw a decline to ₹437 billion (approximately 6% year-on-year degrowth),
led by lower demand from COVID-19 and allied tests despite the third wave of pandemic and from a high base
of Fiscal 2022.

Moving ahead, revenue from COVID-19 and allied tests are expected to be moderated from Fiscal 2024. This is
because large proportion of population is fully vaccinated, and eligible vulnerable population (healthcare workers,
frontline workers, and senior citizens) has received the booster doses.

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 Indian pathology diagnostics segment

Notes: E - Estimated; P - Projected

The above values also include wellness and preventive segment
Source: CRISIL MI&A

Indian pathology diagnostics segment to see steady growth in the long run despite a blip

The Indian pathology diagnostics segment is expected to log an 8-10% CAGR, growing to ₹640-710 billion by
Fiscal 2028, driven by a rise in literacy rate and disposable income, as individuals increasingly demand better
healthcare facilities and quality of care, leading to high volume growth of in-patient and out-patient treatments.

The rise in healthcare demand has also received a boost from a rise in urbanisation and an increase in lifestyle-
related diseases, such as cardiac diseases, diabetes and cancer, prompting many healthcare companies to enhance
their offerings in metropolitan areas, tier 1 and 2 cities. Further, growth is also bolstered by an increase in insurance
penetration, increasing emphasis on health, rising disposable income, coupled with government initiatives, such
as free diagnostic service initiative, PMJAY and Ayushman Bharat.

Private hospitals occupy higher share than government hospitals

In India, private hospitals have come to occupy a dominant share in the pathology diagnostics industry, surpassing
government hospitals. As of Fiscal 2023, the share of private hospitals (In value terms) in pathology diagnostics
segment (excluding wellness and preventive) is 69%.

One of the primary reasons for the dominance of private hospitals is their quality and accessibility. Private
hospitals in India have often been associated with better infrastructure, modern medical equipment, and a higher
standard of care compared to government hospitals. Patients seeking reliable services are drawn to private
hospitals due to the perceived quality and accessibility of these facilities.

Private hospitals frequently specialize in certain medical fields, such as cardiology and oncology. These
specialized facilities attract patients with specific medical concerns, leading to a higher volume of patients seeking
these services. In addition, India being a popular destination for medical tourism and private hospitals playing a
pivotal role in catering to international patients. These above-mentioned preferences of private hospitals over
government hospitals leads to a higher patient footfall in private hospitals, subsequently driving more demand for
diagnostic services.

Share of private and government hospitals in pathology segment*

Note: E - Estimated; P - Projected

*The above values do not include the wellness and preventive segment
Source: CRISIL MI&A

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Preventive and wellness testing packages to gain traction

There has been a significant growth in the demand of preventive health check-up in India in recent years and the
COVID-19 pandemic has resulted in an increased awareness of self-testing, particularly in relation to preventive
and wellness services. Mid-to-large-sized diagnostic chains and hospital-based diagnostic centres are increasingly
packaging and marketing their test menus in the form of preventive and wellness packages.

These health packages help to identify pre-existing diseases, or the likely risk from a particular disease before the
actual symptom appears, helping individuals take corrective action before chronic conditions take hold.

Diagnostic companies offer such health check-up packages through corporate clients and market these directly
through labs and collection centres. Most of the packages either specifically screen for a chronic disease or
comprise a slew of tests to ascertain the overall health of an individual. Moreover, preventive and wellness tests
consist of biochemistry tests to check an individual's risk to chronic diseases, such as cardiovascular diseases and
diabetes, among others.

The overall market for wellness and preventive diagnostics, which is approximately 19% of the total pathology
diagnostics segment as of Fiscal 2023 is expected to grow at a healthy rate of 13.5-15.5% between Fiscals 2023
and 2028, led by major factors which include rising disposable incomes, increase in urbanisation and increasing
awareness about prevention and wellness following COVID-19.

Share of preventive and wellness segment in the Indian pathology diagnostics market

Note: E - Estimated; P - Projected

Source: Industry, CRISIL MI&A

Biochemistry tests contribute to the highest share in the pathology segment

Pathology tests have gained prominence over the past few years as the first line of diagnostics for majority of
diseases/treatments, a shift from the erstwhile practice of relying solely on clinical assessment to diagnose and
treat diseases. This shift is majorly due to the rising share of chronic diseases - such as cardiovascular diseases,
diabetes and cancer - in the total disease burden in the country.

As of Fiscal 2023, bio-chemistry tests, which encompass a broad range of tests that analyse chemical components
and processes in bodily fluids, comprised the highest proportion of 38% in the pathology test segment. Major tests
within this segment may include blood glucose tests, lipid profiles, liver function tests, kidney function tests, and
tests for cardiac markers. Furthermore, with chronic and lifestyle diseases continuously rising, share of sugar and
lipid profiles, which currently hold a dominant share within the spectrum of biochemistry tests, is expected to rise
further.

Immunology, accounting for 22%, forms the second largest sub-segment. It involves the study of the immune
system and its response to diseases. This segment includes tests such as allergy testing, autoimmune disorder
testing, viral and bacterial infection testing, and immune deficiency evaluations, which help in diagnosing auto
immune and immunodeficiency diseases, and allergies. These tests depend on the measurement of the immune
system through analysis of blood serum components, such as total serum antibodies (IgG, IgA, and IgM),
circulating lymphocyte subsets, and auto antibodies (ANA, rheumatoid factor).

Haematology, representing 18%, focusses on the study of blood and blood-related disorders. Investigations
include use of special instruments, such as coulter counter to measure the number of various blood cells,

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microscopic analysis of blood to ascertain shape and size of certain blood cells to ascertain diseases, such as
anaemia and leukaemia, and clotting and bleeding studies to ascertain diseases such as haemophilia.

Service-wise break-up of clinical pathology testing (Fiscal 2023)

Note: E - Estimated
Source: Industry, CRISIL MI&A

Specialised tests have gained prominence in the diagnostic market

Pathology can be bifurcated into routine and specialised test segments. Routine tests are basically screening tests,
comprising basic immunology, haematology, and biochemistry tests, with a turnaround time of generally less than
6 hours.

On the other hand, specialised test help in deep diagnosis and analysis of diseases and usually have a longer
turnaround time. Major specialised tests include oncology (cancer markers), genomic testing, hepatitis testing,
and so on. Currently, there are three major national diagnostics chains, namely, Agilus Diagnostics, Dr Lal Path
Labs and Metropolis, which have comprehensive specialised test menus. Some of the key specialised tests
conducted in India are as follows:

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 Note: The above-mentioned list is indicative and not exhaustive in nature
Source: Industry, CRISIL MI&A

Specialised test segment to garner a share of 10-12% in overall diagnostics industry as of Fiscal 2028

The specialised testing market in India has witnessed significant growth and advancements in recent years,
especially post COVID-19, due to the increasing awareness and a rise in technical advancement as well as research
and development. Innovation and advancement in the sector make specialised tests more accessible and
economical for masses in the long run, and eventually being classified as semi-specialised or regular testing with
higher volume demand. With the updating of list of tests classified as specialised test, the share of specialised
becomes difficult to estimate. Moreover, definition of what constitutes specialised test varies for every diagnostic
player.

Basis interaction with various industry participants and broad industry understanding, CRISIL estimates the share
of specialised segment at an overall level of around 8-12% in Fiscal 2023. The share is expected to roughly rise
to 10- 15% in Fiscal 2028, with the segment growing at 10-15% during the same period, which is slightly higher
than the overall diagnostics industry' average growth of 8-10%.

Expertise required for offering specialised test

Specialised testing in the diagnostics industry requires expertise across multiple domains, including laboratory
sciences (haematology, immunology, microbiology, molecular biology and other specialised laboratory
disciplines), and access to advanced technologies and sophisticated instruments. In-depth knowledge of specific
segments within specialised tests is also required for analysing and identifying abnormalities and preparing the
results. For e.g., to provide specialised tests related to genetics, individuals with good expertise in genetics should
be available, who can identify genetic mutations/ hereditary diseases, and accordingly disseminate the correct
results.

Additionally, as specialised tests are prescribed for detailed analysis of diseases/ abnormalities, strict adherence
to quality and regulatory standards is also required to ensure accurate and reliable results. Furthermore, as
specialised tests are continuously evolving, these require additional financial and human resources for research
and development, as well as upgradation of the technology.
Key trends in the specialised test segment

Integration of artificial intelligence and machine learning: The integration of artificial intelligence (AI) and
machine learning (ML) in diagnostics is on the rise in India.

These technologies are being utilised to analyse large datasets, improve diagnostic accuracy, assist in data-driven
decision-making, and decrease dependence on doctors for routine operations. Also, AI-based algorithms can aid
in interpreting complex imaging studies, identify patterns in genomic data, predict disease risks, and assist in
clinical decision support systems. It has the potential to enhance the efficiency, accuracy and speed of specialised
tests as well.

Increasing usage of next-generation diagnostics: Next-generation diagnostics are gaining in popularity in the
specialised testing space in India, as these advanced technologies enable comprehensive and high-throughput
analysis of genetic material, proteins and other biomarkers, revolutionising disease diagnosis, treatment selection

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and patient care.

Within next-generation diagnostics, genomic sequencing, in particularly, is gaining popularity. In India, genomic
sequencing is being widely adopted for applications such as cancer genomics, rare genetic disorders and infectious
disease surveillance. Also, next-generation diagnostic is becoming increasing popular among the youth, especially
before marriage, to rule out possibility of genetic disorders in their children.

Advantages of offering specialised tests for players

Key challenges in offering specialised tests in India

Key growth drivers of the Indian diagnostics industry

Ageing population

India is experiencing a demographic shift, with more people entering the older age bracket. The share of the
population in the above 60-year age bracket, which was just 7% in 2001, is expected to increase to 12% by 2026.
This trend is driven by factors such as increased life expectancy owing to improved healthcare infrastructure and

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advancements in medical care.

Break-up of India’s population by age

Note: P - Projected
Source: World Population Prospects 2022, Department of Economic and Social Affairs Population Division, CRISIL MI&A

India’s population 60 and above years

Note: P - Projected
Source: World Population Prospects 2022, Department of Economic and Social Affairs Population Division, CRISIL MI&A

However, as people age, the risk of developing chronic diseases and age-related ailments, such as cardiovascular
diseases, diabetes, cancer and neurodegenerative disorders, rises. Owing to increasing prevalence of age-related
diseases, the need for regular health check-ups and the demand for specialised diagnostic services are expected to
propel the growth of the diagnostics industry.

Government initiatives have significantly benefited the diagnostics industry

The government has implemented several measures and policies, such as Free Diagnostics Service Initiative under

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the NHM, to improve healthcare access and healthcare infrastructure, and promote preventive care through
diagnostic services.

Moreover, the government has encouraged public-private partnerships (PPPs) in the diagnostics space to leverage
the expertise and resources of both segments. These partnerships have led to improvements in infrastructure,
technology, and service delivery, enabling better access to diagnostic services across the country, besides
propelling industry growth. Take the case of the Free Diagnostic Service Initiative, which is delivered through in-
house, PPP and hybrid modes in states/ union territories (UTs). As of October 2022, the initiative had been
implemented in 33 states/ UTs. In fact, government initiatives, such as Ayushman Bharat, PMJAY, Free
Diagnostics Service Initiative, NUHM, NRHM, etc, have emerged as significant growth drivers for the Indian
diagnostics industry.

Programmes such as PMJAY are expected to boost health insurance coverage in India, ensuring affordability in
availing healthcare services, including diagnostics services. Furthermore, policies such as the NHM and
Ayushman Bharat have focused on expanding healthcare infrastructure, promoting preventive care, and increasing
access to diagnostic services, particularly in rural and underserved areas.

Amount approved towards record of proceedings (RoP) – Free Diagnostics Service Initiative (₹ billion)

Source: Ministry of Health and Family Welfare annual report, CRISIL MI&A
Rising income levels

The COVID-19 pandemic had caused a temporary setback to the Indian economy in Fiscal 2021, leading to a
decline in NNI per capita. However, the economy rebounded in Fiscal 2022, with NNI per capita rising 7.6% on-
year to ₹92,583. Furthermore, NNI per capita further increased to ₹98,374. This consequent increase in disposable
income levels also infers that there is more willingness to invest in healthcare services, including diagnostic tests,
reinforcing the industry’s growth potential.

Per capita NNI

Note: RE - Revised estimates, AE - Advance estimates; PE - Provisional estimates

Source: Provisional Estimates of Annual National Income, 2022-23, CSO, MoSPI, CRISIL MI&A

Growing health awareness with subsiding of COVID-19 infections

There has been a significant increase in health awareness and a growing emphasis on preventive healthcare in

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India, especially following the onset of COVID-19. The pandemic has heightened the importance of healthcare,
including preventive care, such as early detection and regular health check-ups. This has increased the importance
of diagnostic services, further driving demand for a wide range of diagnostic tests.

Various awareness campaigns organised by the government are also increasing health awareness, thereby driving
the demand for diagnostics services.
Increased health insurance penetration

The number of individuals covered under health insurance crossed 520 million in Fiscal 2022 vis-à-vis 482 million
in Fiscal 2018. Furthermore, health insurance penetration in the country has continuously increased, and covered
38% of the population as of Fiscal 2022.

Population-wise distribution of various insurance businesses

Source: Insurance Regulatory & Development Authority of India report 2021-2022

As health insurance provides financial protection to individuals and families against healthcare expenses,
including diagnostic tests, they are more likely to seek the necessary diagnostic services. With individuals not
having to resort to out-of-pocket expenses, the affordability of diagnostics services will increase. This will
encourage individuals to undergo regular health check-ups, preventive screenings and specialised diagnostic tests,
thereby driving demand for diagnostic services.

NCDs boosting demand for diagnostics services

India is currently undergoing a significant transition in disease pattern, characterised by rising prevalence of
NCDs, such as cardiovascular diseases, diabetes, cancer and respiratory disorders. In fact, NCDs are emerging as
the primary contributor to the country’s disease burden, accounting for 59% of DALYs in India in 2019 vis-à-vis
36% in 2000. Moreover, the share of NCDs in death is also increasing, with NCDs expected to comprise
approximately 72% share of total deaths by Fiscal 2030.

This can be attributed to factors such as an ageing population and a more sedentary lifestyle. Hence, given
increasing prevalence of NCDs, and the need for early detection and effective management, the demand for
diagnostic services is anticipated to grow significantly. Additionally, the changing disease profile has led to a shift
in healthcare priorities, with increased focus on preventive healthcare, early detection and disease management.

This, in turn, is expected to translate into higher demand for diagnostic services, including routine check-ups,
screenings and specialised tests.

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 Causes of death in India

Note: P - Projected
Source: WHO Global Burden of Disease, India: Health of the Nation’s States, CRISIL MI&A

Under-penetration of non-metro regions provides growth opportunity

As of Fiscal 2023, diagnostic test penetration in India was 600-650 tests per 1,000 population. Bifurcating the
numbers, metro regions had a penetration of 1,500-2,000 tests per 1,000 population whereas in non-metro regions,
it was 550-600 tests. However, non-metro regions accounted for 85-90% share of the total tests.

Hence, this under-penetration in non-metro regions provides a growth opportunity for the industry.

Source: Health Management Information System, CRISIL MI&A

Key risk factors for the Indian diagnostics industry

Shortage of skilled labour

There is considerable shortage of full-time doctors and staff in the diagnostics industry, due to which training and
retention of seasoned employees has become critical for players. The situation is more critical for standalone
diagnostic centres, which may not be able to employ well-trained lab technicians and pathologists, thereby
affecting the quality of outcomes. This is essential as accredited labs must mandatorily employ a full-time lab
technician/phlebotomist and a radiologist.

High cost of equipment

Diagnostic centres must constantly upgrade their technology to stay ahead of the competition and provide precise
results. These upgrades not only involve significant capital investment, but also incur maintenance cost and require
trained technicians, which leads to higher overall cost. Furthermore, the capital intensity is higher for advanced
radiology and molecular diagnostics, which require high-end equipment.

Due to the capital-intensive nature of the equipment, large diagnostic chains are inclining towards the reagent
purchase model. In this model, diagnostic companies usually install the equipment on rent, provided they purchase
reagents from the manufacturer for a certain period or agree to pay the manufacturer a specified price per test
conducted.

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 Source: Industry, CRISIL MI&A

Intense competition due to large number of players

The diagnostics industry is highly fragmented, with standalone players comprising the major share of the market
as there are minimal entry barriers. That said, national diagnostics chains and hospitals are growing through the
inorganic route, such as mergers and acquisitions of smaller players. But the diagnostic chains face competition
among themselves as well, in terms of patient sample volumes and aggressive pricing of tests, thereby impacting
their profitability. However, despite growing competition and undercutting of prices to gain market share,
consolidation in the sector would bode well from the quality and standardisation perspective.

Geographical concentration makes diagnostics chains susceptible to local demand- supply dynamics

Majorly all the labs are concentrated in urban areas, which leads to untapped demand in rural areas. Furthermore,
many small diagnostic chains operating multiple labs and concentrated in a particular area or region are also
susceptible to demand-supply dynamics of that area. Except for a few pan-India diagnostic chains, such as Agilus
Diagnostics Limited, Dr Lal Pathlabs Ltd, and Metropolis Healthcare Ltd, all other diagnostic chains are restricted
to specific geographies (regional or standalone centres).

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Key success factors for the diagnostics industry

The success of a diagnostic centre depends on multiple factors. In the long term, a centre or chain is recognised
for its brand name, gained through consistently providing high quality and accurate test results, along with strong
doctor referral network, robust logistics network, and expanded customer reach.

Comprehensive test menu

A comprehensive test menu serves as a pivotal success factor within the diagnostics industry, as it allows thorough
examination of a wide range of medical conditions under one roof, thereby offering additional convenience to
patients as well as healthcare professionals, and improving the overall customer experience. Offering specialised
test menus also builds trust among healthcare professionals and patients, as providing these tests requires
substantial investment in equipment, adherence to stringent quality standards, as well as concerted research and
development efforts.

Pan India Presence

Establishing a Pan-India presence is pivotal for the success of the diagnostics industry, as it directly improves
accessibility to diagnostic services. Furthermore, pan India presence also provides diagnostic providers with larger
patient pool and network of healthcare professionals, thereby accelerating their growth opportunities.
Additionally, pan-India presence also helps in winning confidence and trust of patients as well as healthcare
providers.

Strong legacy of trust with doctors

Trust of healthcare professionals like doctors is an important parameter for success in the diagnostics industry as
healthcare professionals are major influencers for patients, especially in specialised test segment. Factors like
prior experience in diagnostics industry, reliable test results, NABL accreditation, comprehensive test offerings,
pan India presence and good customer experience are important in developing trust of healthcare providers as well
as customers.

Robust logistics network

A robust logistic network facilitates efficient supply chain management, ensuring a steady flow of testing kits,
reagents, and equipment to healthcare providers. Moreover, it allows for scalability and adaptability to
accommodate changing demands and expanding operations. It also contributes to customer satisfaction by
providing reliable and swift sample delivery and reduces turnaround time (TAT), thereby enhancing the overall
diagnostic experience for healthcare providers and patients. Owing to the vast logistics network of reference labs,
collection centres and pick-up points, national diagnostic chains are able to provide their customers lower TAT
and standardised services, thereby elevating the overall experience.

Shorter TAT

Shorter TAT for test results is a crucial determinant of success in the diagnostics industry, especially in the routine
tests segment. Patients as well as healthcare providers prefer diagnostic centres that can provide rapid results
without compromising on accuracy as they help in timely diagnosis of abnormalities/diseases. For the same
reason, many diagnostic players are setting up STAT labs (Short turnaround time lab) to reduce their turnaround
time without compromising on the accuracy, thereby enhancing the holistic customer experience.

Omni-channel presence

Omni-channel presence provides more convenience and accessibility to customers by allowing them to choose
their preferred channel to book appointments, receive test results, and access other services, irrespective of their
location or time constraints. For the same reason, diagnostic providers are increasingly integrating online as well
as offline channels, to facilitate convenient scheduling and seamless access to diagnostic services.

Diagnostic providers are also providing facility of home collection of samples as well as delivery of digital reports
via online platforms like websites and mobile applications to enhance the overall accessibility and customer
experience. This omni channel approach also fosters increased patient engagement through additional touchpoints,
thereby providing competitive advantage to the diagnostic providers.

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Additionally, due to the same reason, diagnostics chains with an established presence across various channels,
including hospitals, online platforms, and retail outlets are better positioned to provide more convenience &
flexibility to their customers.

Affordable price points

Price points are a significant determinant of success in the diagnostic industry, especially in routine test segment.
Competitive price points not only help the diagnostic providers to gain more customers, but also make their
services more affordable to larger demographics, thereby encouraging individuals to avail preventive and wellness
tests. Furthermore, providing diagnostics tests at affordable prices also positively impact customer retention and
helps in increasing the revenue.

Additionally, as competitive pricing, can be achieved through efficient cost management, strategic partnerships
with suppliers, and economies of scale, diagnostics chains which operate at national level are better positioned to
leverage these factors to provide better and consistent services to their customers.

Quality and accuracy of tests

The quality and accuracy of diagnostic tests are paramount in determining the success of the diagnostics industry
as customers, including healthcare providers and patients, rely on the results of these tests for critical medical
decisions and treatment plans. One key success factor is implementing rigorous quality control measures
throughout the testing process. Furthermore, diagnostic companies must also invest in state-of-the-art equipment,
employ highly trained personnel, and adhere to standardised protocols to minimise errors and variability.

NABL accreditation

The National Accreditation Board for Testing and Calibration Laboratories (NABL) accreditation is a key success
factor for the diagnostics industry as it signifies adherence to proper standards and instils confidence among
healthcare providers as well as patients regarding the reliability of the diagnostic services offered. Moreover,
NABL accreditation helps in collaborations with healthcare institutions, research organisations, and corporate
clients. As of January 2023, there were total 2,394 accredited labs in India.

Location of diagnostic centre

The location of the lab has several important implications for the efficiency, accessibility and competitiveness of
diagnostic services. Proximity to healthcare providers and patients is crucial since having a lab in close proximity
to hospitals, clinics, and healthcare facilities not only reduces transportation time and enables faster delivery of
samples for testing, but also increases the potential customer base and market reach. It also allows for easier
collaboration and partnerships with local healthcare facilities, enabling the company to establish strong
relationships and secure contracts for diagnostic services.

Furthermore, the location of the lab impacts the logistics and supply chain management of diagnostic materials.
A central location allows for streamlined transportation routes, reduces costs and minimises the risk of sample
degradation or loss during transit. It also facilitates efficient procurement and distribution of testing supplies and
equipment, ensuring smooth operations and timely delivery.

Recent trends in the diagnostics industry

Adoption of technology in the diagnostics industry (in testing and delivery)

Post Covid, customers are expecting more convenience in terms of home collection, digital ecosystem and shorter
TAT. As a result, there is an increasing shift towards integrating cutting-edge technology in both testing and
service delivery to enhance accuracy, decrease TAT and provide better customer experience.

Optimised disease detection through AI-assisted pathology and advanced robotics

Newer models are using disease detection algorithms and detection processes through AI and ML-assisted
pathology. For example, to diagnose diabetes retinopathy, a serious eye condition which can cause blindness in
people who are diabetic, a doctor needs to study the patients’ retina. However, now there are several software

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available which can help diagnose diabetes retinopathy through images which will improve TAT as well as
decrease dependence on trained doctors.

Furthermore, the use of technologies such as telepathology, which use telecommunications technology to facilitate
the transfer of image-rich pathology data between distant locations for diagnosis, education, and research.

Wearable biosensors, which can detect and analyse data to give information on the patients' heart rate, blood
pressure, blood sugar, and hormone levels are also increasingly being used. Additionally, mobile health (mHealth)
is gaining popularity. The term is typically associated with using mobile communication devices, such as mobile
phones, tablet computers or personal digital assistant, for availing healthcare services and information. The
mHealth field has emerged as a sub-segment of eHealth, which can be defined as the use of information and
communication technology, such as computers, mobile phones, communications satellite and patient monitors,
for health services and information.

Digital transformation in the industry

The industry is also transforming digitally on the operational front. For instance, pre-Covid, customers expected
a physical copy of their reports, which not only led to increased TAT and costs but was also not a sustainable
practice. In addition, it has also altered customer preferences, including expectations in relation to convenience,
safety, home services, digital payments and quicker TAT. However, post Covid, most of the big diagnostic chains
have digital platforms which not only provide online appointment scheduling but also access to digital test results,
thereby elevating the overall patient experience. Also, intensifying competition has prompted industry players to
adopt various techniques to differentiate themselves in terms of bandwidth, such as providing home pick-up and
point-of-contact testing.

Furthermore, labs have started using platforms such as electronic health record (EHR) platforms to centralise and
manage patient data efficiently since these systems facilitate seamless data exchange between different
departments. This enables a smoother flow of information throughout the diagnostic process. Additionally,
prominent diagnostic players are also leveraging technology and digital media to enable data-driven business
decisions to enhance performance marketing, improve customer experience through operational agility and
customer loyalty, open new revenue channels, and aid in hyper-local digital campaigns.

Sustainable practices

The healthcare sector, including the diagnostics segment, has considerable environmental footprint and high-water
consumption. Hence, the diagnostics industry is actively embracing sustainable practices, and shifting towards
more eco-friendly measures to reduce its ecological footprint. For example, efforts to minimise single-use plastic
waste or replace glass with plastic are becoming increasingly popular in the diagnostics industry. Furthermore,
many diagnostics centres have stopped giving physical copies of test results, which not only helps save paper, but
also helps to control the carbon footprint in the supply chain.

Additionally, some laboratories are exploring renewable energy sources and adopting greener technologies to
power their operations. By incorporating sustainable practices, the diagnostics industry is aligning itself with
global efforts to combat climate change and protect the environment.

Advanced tests offerings

Technology adoption has accelerated the development of specialised tests. For example, genetic and genomic
testing, facilitated by next-generation sequencing (NGS) technologies, has revolutionised genetic analysis,
enabling the identification of specific genetic variations associated with various diseases. Additionally, liquid/
fluid biopsies have also been made possible by advancements in technology. Liquid biopsies are increasingly
being used for molecular profiling of tumours as well as for facilitating a precision medicine treatment approach.

Consolidation in the industry with larger players acquiring standalone entities

The diagnostics industry has been consolidating, with large diagnostic chains continuing to acquire standalone
diagnostic centres as well as regional diagnostic chains. However, large corporations as well as pharma companies
are foraying into the diagnostics industry owing to low entry barriers in this industry. For example, Adani
Enterprises is foraying into this space through its subsidiary Adani Heath Ventures. In 2022, pharma major Lupin
and Torrent Pharma entered the diagnostics sector by forming Lupin Diagnostics and Torrent Diagnostics Pvt Ltd,

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respectively. Emergence of these players will intensify the already existing competition in the industry, which is
expected to put more price pressure on the diagnostics industry, especially in the routine and wellness tests
segment.

Nonetheless, as of Fiscal 2023, standalone players contributed 42-46% of the total diagnostics industry and
diagnostic chains contributed 16-20%. However, increasing penetration of national diagnostic chains among
patients, coupled with an increasing penetration of specialized tests and diverse test menu offered by diagnostic
chains, provides an opportunity for faster consolidation in the diagnostics industry.

Recent M&A in Indian diagnostics industry

Notes: The list is not exhaustive, but indicative in nature

1: The deal included cash consideration of ₹9,250 million plus certain performance linked payments capped at ₹2,250 million and subject to
certain adjustments.
2: Fiscal 2021 financials.
3: Also includes stake in subsidiary of Hitech Diagnostic Centre Pvt Ltd - Centralab Healthcare Services Pvt Ltd.
4: Fiscal 2020 financials.
5: Includes purchase consideration of ₹3,488 million representing approximately 5.1% under open offer.
6: On 20th September 2021, Tata Digital acquired an additional 1.90% stake in 1MG for ₹449.2 million increasing its ownership interest
from approximately 58.4% to approximately 60.3%. Further, On 1st December 2021, Tata Digital acquired an additional 2.7% stake in
1MG for ₹2.9 million increasing its ownership interest from approximately 60.3% to approximately 63.0% as of 1st December 2021.
7: Includes deferred consideration of ₹4,487.5 million.
8: SRL proceeded to acquire the balance 50% stake in its existing joint venture, DDRC SRL Diagnostics Private Limited (DDRCSRLD).
9: Investment represents approximately 60% holding in the equity share capital of Vitalic and 100% direct equity ownership of its
subsidiaries, viz: Tresara Health Private Limited, Netmeds Market Place Limited and Dadha Pharma Distribution Pvt Limited.
10: On standalone basis.
11: On consolidated basis.
12: For Thyrocare Technologies Ltd and Agilus Diagnostics Limited, mentioned values include Covid revenue. However, for other players
mention for the same is not available in the company filings.
Source: Industry, CRISIL MI&A

Increasing role of diagnostics in preventive and targeted medicine research

Diagnostics has become the centre of patient care and may gain prominence as genomics-based diagnostics paves
the way for targeted therapy and personalised medicine. Earlier, the diagnostics industry was mainly confined to

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the diagnosis of diseases or conditions once symptoms developed. However, due to notable advances in
technology, the diagnostics industry is playing a significant role in preventive as well as targeted medicine.

One of the most noteworthy changes is the rise of personalised medicine, enabled by cutting-edge technologies
such as genomic sequencing. Genomic sequencing allows analyses of the genetic make-up of individuals and
helps in the early prediction of diseases, which can help provide personalised treatment for patients. Moreover,
individuals are increasingly undergoing next-generation tests before marriage to gain a deeper understanding of
their genomic make-up and how it may impact the health of their future offspring. This growing emphasis on pre-
emptively identifying and preventing genetic disorders in future children offers parents and their prospective
offspring the possibility of a healthy and fulfilling life.

Additionally, strides are being made in biomarkers and liquid diagnostics, which are also contributing significantly
to preventive wellness. Biomarkers have gained prominence in precision medicine, as they facilitate precise risk
assessment and targeted therapies, ensuring that treatments are tailored to suit individual patient needs. Similarly,
liquid biopsy is a significant advancement in diagnostic capabilities and a quicker and minimally invasive test for
detecting cancer cells. It can also complement tissue biopsy by capturing intra-tumour and intra-patient
heterogeneity.

Furthermore, continuous improvements are being made in point-of-care diagnostics and digital health
technologies to provide more portable testing kits to enhance the accessibility and convenience of patients without
compromising on the accuracy of results.

In conclusion, diagnostics has evolved into a critical pillar of preventive and targeted medicine research. As this
field continues to evolve, diagnostics will play a prominent role in shaping preventive and targeted medicine,
ultimately improving patients’ lives.

Research and development (R&D) in diagnostics industry

The healthcare industry is expected to focus more on treating illness to promoting wellness, prioritizing diagnosis,
and delivering care in the patient’s home rather than in a healthcare facility, which will not only help in increasing
the penetration of diagnostics services but will also facilitate research and development (R&D) activities. The
Indian diagnostics industry has been witnessing significant R&D activities aimed at advancing healthcare
diagnostics and improving patient outcomes through advancements in next generation diagnostics, including
genome diagnostics, point-of-care testing, telemedicine, and remote diagnostics.

Companies and even countries are engaging in global as well as academic partnerships for R&D purposes. For
example, India has several bilateral science and technology cooperation agreements with other countries to
facilitate cooperation in biomedical research. For example, the Indo-US Memorandum of understanding (MoU)
for Cooperation on Cancer Research Prevention Control and Management was signed in June 2015 between India
and the US for establishment of the general framework of collaboration for promoting and conducting high-quality
research to strengthen the evidence base necessary for cancer prevention, treatment and management.

Furthermore, focused efforts are also made for advancements in point-of-care testing through R&D as it allows
for rapid and on-the-spot diagnosis, thereby increasing accessibility in remote areas, where diagnostic services are
still under-penetrated. Currently, metro regions have a penetration of 1,500-2,000 tests per 1,000 population while
non- metro regions have penetration of only 550-600 tests per 1,000 population, even though non-metro regions
occupy an 85-90% share of the total tests. This signifies the under-penetration of diagnostic services in the non-
metro regions of India and need for point-of-care testing.

Molecular diagnostics is another area that is seeing significant R&D activities. Molecular diagnostics serves to
diagnose and monitor diseases, identify risks, and determine optimal therapeutic interventions through analyses
of biological markers in the genome and proteome of an individual's genetic code, elucidating how their cells
express genes as proteins. Furthermore, diagnostic companies are actively exploring the integration of AI and ML
into diagnostic processes. These advanced technologies offer the capability to analyse extensive datasets, such as
medical images and patient records, leading to improved diagnostic accuracy, enhanced operational efficiency,
and optimised decision- making in treatment.

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Availability of diagnostics services increasing in remote areas

Even though more than 70% of the Indian population resides in rural India, only 24% revenue came from rural
diagnostic services in Fiscal 2023, which signifies the under-penetration of diagnostics services in rural India.
However, owing to the multiple government initiatives, particularly focused on rural healthcare like the National
Rural Health Mission and Free Diagnostics Service initiatives, the accessibility of diagnostic services in rural
India has been improving steadily. As of October 2022, the free diagnostics service initiatives were implemented
in 33 states/union territories. Similarly, free teleradiology services have also been started in 13 states/ UTs in the
PPP mode to increase accessibility of diagnostic services in rural India.

Furthermore, mobile medical units and teleconsultation services are being implemented to improve access to
healthcare, particularly in rural areas. Additionally, establishment of health and wellness centres across the country
under the Ayushman Bharat scheme to provide comprehensive primary healthcare, including preventive
healthcare, is improving the accessibility of rural healthcare in India.

Overall, even though government efforts have improved the accessibility and quality of diagnostic services in
rural India through various schemes, challenges persist in terms of lack of quality medical professionals, limited
digital connectivity and limited awareness about healthcare services in rural India. Hence, continuous
collaboration is needed among various stakeholders (union government, state government, healthcare providers
and prominent diagnostics chains) to increase the coverage of diagnostic services in rural India.

Increasing focus on B2C segment by diagnostic players

In the diagnostic services industry, the B2C segment (comprising direct customers/patients who are the prime
decision makers) provides higher brand visibility with repeat customer relationships, while the B2B segment
(comprising healthcare institutions such as hospital establishment, doctors and corporate bodies, where the
management of healthcare institutions and corporate bodies are the prime decision makers, and not the patients/
customers. It also includes diagnostics tests as a part of clinical trials.) provides access to hospital infrastructure,
including an established doctor network and higher volumes of tests. However, in recent years, the focus of
diagnostic chains on the B2C segment has been increasing, driven by changing consumer preferences,
technological advancements, and a growing emphasis on preventive healthcare. Diagnostics chains are
increasingly leveraging digital channels, especially post COVID-19, to enhance their B2C presence by offering
customers more convenience through online test bookings, consultations and digital test results.

Prominent players in diagnostics are also acquiring relatively smaller players with good regional presence to
increase their overall market share as well as their B2C footprint. For example, Metropolis Healthcare acquired
Hitech Diagnostic Centre, to strengthen its B2C presence in southern India. Agilus Diagnostics Limited also
acquired the DDRC-SRL joint venture to improve its B2C presence.

Diagnostic chains are also expanding their geographical footprint by adding more labs, test centres, customer
touchpoints and patient service centres to increase accessibility of diagnostic services for potential customers.

Overall, prominent diagnostic chains are increasingly employing strategic initiatives to expand their B2C presence
through wider geographical footprint and acquisitions. Furthermore, rising awareness of preventive healthcare,
prioritisation of timely diagnosis and the increasing popularity of at-home/ point-of-care diagnostic tests are
expected to further drive demand for diagnostic services from the B2C segment, further solidifying the diagnostics
industry's focus on the B2C market. Moreover, there is a growing preference for evidence-based treatment and
personalised medicine, which will expand the role of diagnostics in clinical decision-making.

Out-of-pocket expenses on diagnostics services in India a significant concern

According to the 71st round of the National Sample Survey Office data, 10% of the total out-of-pocket expenses
(OOPE) on healthcare are attributed to diagnostics. Specifically, within the outpatient department, 11% of the
expenses are incurred on diagnostics, while in the inpatient department, 9.6% of the expenses are dedicated to
diagnostic services. This contributes to a high percentage of OOPE and reflects the existing challenges in the
Indian healthcare system, where individuals, especially from lower income levels, have to bear a significant
financial burden for diagnostic tests and related services.

The Indian government has undertaken various initiatives such as the National Diagnostics Service Initiative under
the National Health Mission, through which it aims to improve the accessibility and affordability of diagnostic

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services in India, especially in rural areas, thereby reducing the financial burden on patients and enhancing the
reach of diagnostic services.

However, there is still a need for continued focus on reducing OOPE on diagnostics, especially for the population
in rural India, where accessibility and affordability of diagnostic services remain a prominent challenge.

Pricing of diagnostic services in tier 2 and 3 cities

Owing to government initiatives as well as increasing awareness of diagnostic services, especially in the
preventive healthcare segment, accessibility of diagnostic services has increased in tier 2 and 3 cities. According
to a report by the Healthcare Federation of India, more than 50% of the districts identified by NITI Aayog as
aspirational districts and lacking most in terms of basic infrastructure, are being served by at least one national
diagnostic player.

Additionally, the diagnostics industry is heavily characterised by the use of cross subsidisation, which refers to a
pricing strategy where the cost of providing diagnostic tests to a particular group, such as government employees,
at discounted prices is offset by charging higher prices to other groups (e.g., civilians). To cite an example, the
prices of diagnostic services under the Central Government Healthcare Subsidisation scheme are heavily
discounted compared with the average prices charged by national diagnostic players.

Moreover, the average price of pathology tests in tier 2 and 3 cities is usually 14-35% lower than in tier 1 cities
depending on the diagnostic services provider (national or local standalone player).

Pricing of diagnostic services in tier 2 and 3 cities

Notes: The above values are not actual representation of prices in the respective tier cities, but a scaled version with base as tier 1 national
players = 100
Only common clinical tests such as HbA1c, thyroid profile, lipid profile, and glucose (fasting and postprandial) have been considered.
Source: Industry, CRISIL MI&A

Competition landscape analysis

The diagnostics industry in India can be categorised as standalone centres, hospital labs and diagnostics chains.
CRISIL MI&A has considered the following companies that are part of diagnostics chains, as competitors of
Agilus Diagnostics Limited. These companies either operate in the same line of business or have the same product
portfolio as that of Agilus Diagnostics and data for the same is available in public domain. The peer set considered
is an indicative and not exhaustive list of players present in the diagnostics industry.

Note: Data in this section was obtained from publicly available sources, including annual reports of players,
regulatory filings, and/or company websites. Financials in the competitive section have been reclassified by
CRISIL, based on annual reports and financial fillings of players. All the financial ratios which are “adjusted” are
as per formulae mentioned and are not according to CRISIL reclassification and calculation standard.

The following nomenclature has been used in the upcoming sections:

• Agilus Diagnostics Limited (erstwhile SRL Ltd): Agilus Diagnostics

• Dr Lal PathLabs Ltd: Dr Lal PathLabs
• Krsnaa Diagnostics Ltd: Krsnaa Diagnostics
• Metropolis Healthcare Ltd: Metropolis Healthcare
• Thyrocare Technologies Ltd: Thyrocare
• Vijaya Diagnostic Centre Ltd: Vijaya Diagnostics

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 Overview of players considered

Source: MCA, Company documents, CRISIL MI&A

Among the players considered above, Krsnaa Diagnostics has key focus on PPP model. The company in its annual
report, reported revenue from operations of ₹4,871.23 million in Fiscal 2023. Krsnaa diagnostics derives 60% of
the revenue from operations (₹4,554.5 million) from PPP/B2B model as of Fiscal 2022.

CRISIL has not considered Krsnaa diagnostics in the competitive landscape for further analysis on account of
larger focus on PPP/B2B segment and CRISIL has only considered diagnostics players who have higher presence
in the B2C and private sector.

Operational overview
Scale of operations of players considered

Notes: NA - not available

1: No of labs is not strictly comparable across players as definition for the same is not provided across players. Similarly, collection centres
/ customer touch points and pick-up points are not comparable as each player has different definition.
2: Dr Lal PathLabs includes labs of Suburban Diagnostics (India) Pvt Ltd.
3: Labs for Metropolis Healthcare includes labs of Hitech Diagnostics Centre Pvt Ltd as well.
4: For Vijaya Diagnostic, national reference labs and reference labs are added to arrive at total labs.
5: For Agilus Diagnostics, customer touch points include collection centres, which are centres operated by franchisees, and patient service
centres, which are centres operated by the company.
6: Indicates patient service centres.
7: Flagship centre, and hub and spoke centres are added to form value mentioned above.
8: Indicate direct clients.
9: Includes 40 labs, 207 patient service centres and 1008 pick-up points of Suburban Diagnostics.
10: Indicate patient touch points.
11: Indicate touch points.
12: Indicates number of customer touch points / collection centres serving one lab.
Source: Company documents, website and con-call transcripts, CRISIL MI&A

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 Offerings and realisations of players considered

Notes: NA - not available

*Values mentioned in the above table are rounded off to nearest zero decimal value for consistency as not all companies report the above
values in single or double decimal. CRISIL has used numbers reported by the respective companies.
1. Number is derived / calculated by CRISIL MI&A as mentioned below
Test per patient = No of tests conducted in a year / No of patients served
Average revenue per test = operating income / no of tests conducted in a year
Average revenue per patient = operating income/ no of patients served
2. Value indicates samples
Source: Company documents, website and con-call transcripts, CRISIL MI&A

Segmental revenue contribution of players considered

Pathology and radiology

Notes: NA - not available

Values mentioned in the above table are rounded off to nearest zero decimal value for consistency as not all companies report the above
values in single or double decimal. CRISIL has used numbers reported by the respective companies.
*Radiology includes high end tests such as Computerized tomography (CT) scan and Magnetic resonance imaging (MRI)
Source: Company documents, website and concall transcripts, CRISIL MI&A

Break-up by customer segment and types of tests offered

Notes: NA - not available

Values mentioned in the above table are rounded off to nearest zero decimal value for consistency as not all companies report the above
values in single or double decimal. CRISIL has used numbers reported by the respective companies.
1: B2C segment comprises of direct customers/patients who are the prime decision makers and B2B segment comprises of hospital
establishment, doctors and corporate bodies, where the management of healthcare institutions and corporate bodies are the prime decision
makers, and not the patients/ customers. It also includes diagnostics tests as a part of clinical trials. However, it is to be noted that this
definition might vary from player to player and no such disclosure has been made by the players when disclosing the numbers considered
above.
2: Routine and wellness tests are basically screening tests, comprising basic immunology, haematology, and biochemistry tests, with a
turnaround time of generally less than 6 hours. Specialised tests help in deep diagnosis and analysis of diseases. Some of tests include

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oncology (cancer markers), genomic testing, and hepatitis testing. However, it is to be noted that this definition might vary from player to
player and no such disclosure has been made by the players when disclosing the numbers considered above.
3: For Dr Lal PathLabs, specialised segment includes specialised tests and less-frequently ordered tests. Wellness test value is considered
based on swasthfit package revenue for the company.
4: For Metropolis Healthcare, routine tests share includes routine and semi-specialised segment share of the company.
5: For Thyrocare:
- B2B include revenue from franchise which includes mom and pop stores, local labs and nursing homes and hospitals
- wellness segment share is calculated based on Aarogyam package revenue of the company

Source: Company documents, website and con-call transcripts, CRISIL MI&A

Regional presence of players considered

Presence across states and districts

Source: Company documents, website and concall transcripts, CRISIL MI&A

Regional presence

Notes: Values mentioned in the above table are rounded off to nearest zero decimal value for consistency as not all companies report the
above values in single or double decimal. CRISIL has used numbers reported by the respective companies.
*For Dr Lal Pathlabs international includes central and international revenue
1: For Metropolis Healthcare, share is based on quarterly filings by the company
2: The regional presence is based on retail presence of the company
Source: Company documents, website and concall transcripts, CRISIL MI&A

Financial overview

Operating income (as per CRISIL reclassification and calculation standards)

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 Notes: Operating income for Agilus Diagnostics includes liabilities/provisions no longer required written back as disclosed in the annual
report by the company
Operating income includes other miscellaneous income
All values above are considered on a consolidated basis
All the values are restated as per CRISIL standards
Source: Annual reports, CRISIL MI&A

Operating profit before depreciation, interest, and tax (OPBDIT) (as per CRISIL reclassification and
calculation standards)

Notes: All the values are restated as per CRISIL standards

All the values above are considered on a consolidated basis
OPBDIT = operating income – cost of sales
Source: Annual reports, CRISIL MI&A

Earnings before interest, tax, depreciation, and amortisation (EBITDA) (as per CRISIL reclassification
and calculation standards)

Notes: * value includes exceptional item of ₹3,061.43 million related to gain on remeasurement of previously held equity interest. Excluding
the exceptional item of ₹3,061.43 million EBITDA stands at ₹4,262.52 million
All the values are restated as per CRISIL standards
All the values above are considered on a consolidated basis
EBITDA = OPBDIT + non-operating income
Source: Annual reports, CRISIL MI&A

Profit after tax (PAT)

Note 1: All values above are considered on a consolidated basis

2: For Agilus Diagnostics PAT for Fiscal 2022 is higher than OPBDIT due to exceptional items during the year arising from the acquisition
of 50% stake in DDRC SRL Diagnostics Pvt Ltd from the joint venture partner of Agilus Diagnostics (erstwhile SRL Ltd)
*Number in the bracket represents PAT for the company excluding the impact from exceptional items during the year
All the values are restated as per CRISIL standards
Source: Annual reports, CRISIL MI&A

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 Working capital cycle (Fiscal 2023)

*Values are restated as per CRISIL reclassification standards

Adjusted inventory days and adjusted payable days are not restated and are calculated as per formulae mentioned below:
Inventory days = (Total Inventory / cost of sales)*365
Debtor days = (Total receivables / net sales) * 365
Payable days = (Creditor for goods / material costs) * 365
Working capital cycle = Inventory days + debtor days - payable days
Adjusted inventory days = (Total Inventory / (material costs + traded goods))*365
For adjusted inventory days the calculation doesn’t include “cost of tests outsourced” for Agilus Diagnostics and “laboratory testing charges”
for Metropolis Healthcare, a similar line item has not been reported by other players considered above in their annual report for Fiscal 2023
Adjusted payable days = (Creditor for goods / (material costs + traded goods + other expenses) * 365
Adjusted working capital cycle = Adjusted inventory days + debtor days – Adjusted payable days
Note: All values above are considered on a consolidated basis
Source: Annual reports, CRISIL MI&A

Key financial ratios (Fiscal 2023) (as per CRISIL reclassification and calculation standards)

Note: All values above are considered on a consolidated basis and are restated as per CRISIL standards
^NM - not meaningful, as debt in Fiscal 2023 was zero
Formulae for the ratios considered above:
Operating margin = OPBDIT/ operating income
EBITDA margin = EBITDA / operating income
PAT margin = PAT/ operating income
Gearing = Total debt/Tangible networth
Net Debt / tangible networth = (Total debt - cash, cash equivalents and market securities) / tangible networth. The values are zero as the net
debt is negative for the companies mentioned
Tangible networth = Total paid-up equity share capital + reserves – intangible assets
Quick ratio = (Current Assets-Total Inventory-Receivables(more than 6 months)) / Current Liabilities
Interest coverage = Profit before depreciation, interest and tax (PBDIT)/Interest and finance charges
NCA/Debt = Net cash accruals/Total debt
NAV = (Tangible Networth * Face value per share) / (Total paid up equity share capital)
Source: Annual reports, CRISIL MI&A

Return ratios (Fiscal 2023)

Notes: * Values are restated as per CRISIL reclassification standards

^ The values are calculated as per Schedule III of companies act, 2013
@ value is calculated as per the formulae mentioned below
All values above are considered on a consolidated basis
ROA = Operating income/2-year average of gross block
ROCE = EBIT / (Tangible networth + total debt + deferred tax liability)

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Adjusted ROCE = EBIT / (Tangible networth + total debt + deferred tax liability + goodwill). ROCE as per CRISIL standard is calculated
excluding goodwill
Return on equity = (PAT – Preference dividend)/ Average shareholders equity
Source: Annual reports, CRISIL MI&A

Other key profitability ratios (Fiscal 2023) (as per CRISIL reclassification and calculation standards)

Note: All values above are considered on a consolidated basis and are restated as per CRISIL standards
Cashflow from operations = Cashflow from operations for debt servicing – interest and finance costs – principal payments
OPBDIT = operating income - cost of sales
Free operating cashflow = cashflow from operations – investments in fixed assets
Source: Annual reports, CRISIL MI&A

Other key parameters

B2C revenue

Note: All values above are considered on a consolidated basis

NA - Not available; NM – Not meaningful
Values mentioned in the above table are rounded off to nearest zero decimal value for consistency as not all companies report the above
values in single or double decimal. CRISIL has used numbers reported by the respective companies
B2C segment comprises of direct customers/patients who are the prime decision makers. However, it is to be noted that this definition might
vary from player to player and no such disclosure has been made by the players when disclosing the numbers considered above
# Values as disclosed by the company for the respective fiscal years
@ Values are calculated upon operating income based on the B2C share disclosed by the respective companies for the fiscal year
For Thyrocare:
*The number indicates revenue from non-covid business of the company and doesn’t include revenue generated sale of consumables and
digital rapid technologies during the period
^ the numbers for B2C are calculated based on share from direct-to-consumer business for the company during the year. While the B2B
segment of the company consists of partnerships, B2G and franchise model. The franchise model includes mom and pop collection centres,
local labs and nursing homes and hospitals
Source: Annual reports, con-call transcripts, CRISIL MI&A

Operating income per test

Note: Values mentioned in the above table are rounded off to nearest zero decimal value for consistency as not all companies report the
above values in single or double decimal. CRISIL has used numbers reported by the respective companies
* Realisation per test as reported by the company for the respective years has been considered
^values are calculated using (operating income / no of tests)
operating income for all the players considered above is on a consolidated basis
Source: Annual reports, con-call transcripts, CRISIL MI&A

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 Operating income per accession

Note: operating income per accession is defined as revenue generated by the company per patient
Values mentioned in the above table are rounded off to nearest zero decimal value for consistency as not all companies report the above
values in single or double decimal. CRISIL has used numbers reported by the respective companies
* Realisation per patient as reported by the company for the respective years has been considered
^ Values are calculated using (operating income / no of patients)
operating income for all the players considered above is on a consolidated basis
Source: Annual reports, con-call transcripts, CRISIL MI&A

OPBDIT per test

Note: OPBDIT = operating income - cost of sales

operating income for all the players considered above is on a consolidated basis
Source: Annual reports, con-call transcripts, CRISIL MI&A

OPBDIT per patient

Note: OPBDIT = operating income - cost of sales

operating income for all the players considered above is on a consolidated basis
Source: Annual reports, con-call transcripts, CRISIL MI&A
Key observations:

• As of Fiscal 2023, Agilus Diagnostics Limited, with a total network of 413 labs, is the largest diagnostics
company in India in terms of number of labs.

• Agilus Diagnostics Limited acquired 100% equity shareholding in DDRC SRL Diagnostics Private Ltd in
Fiscal 2022, pursuant to which in Fiscal 2023 it became one of the largest among the key pathology
diagnostics company in south India in terms of revenue.

• Agilus Diagnostics Limited acquired the diagnostics services business of Piramal Healthcare Limited in 2011,
which is the largest acquisition before Fiscal 2020, in the Indian diagnostics industry.

• Agilus Diagnostics Limited was first diagnostic player in India to receive accreditation for its labs from the
National Accreditation Board for Testing and Calibration Laboratories (NABL) in 1999, among the national
diagnostic players.

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• As of Fiscal 2023, Agilus Diagnostics Limited had 43 NABL-accredited labs, the largest network of NABL
accredited labs in India.

• Agilus Diagnostics Limited was first Indian national diagnostic chain to receive accreditation (in 2002) from
the College of American Pathologists (CAP) for its laboratory in Mumbai.

• Agilus Diagnostics Limited’s clinical reference laboratory in Mumbai was the first in India to have received
accreditations from NABL and CAP in 1999 and 2002, respectively among the national diagnostics
companies mentioned above.

• Moreover, Agilus Diagnostics Limited was the first laboratory chain in India to integrate its laboratory
management system with Ayushman Bharat Digital Mission under the National Health Authority in 2021.

• As of Fiscal 2023, in terms of operating income, Agilus Diagnostics Limited (₹13,480 million) was the second
highest among diagnostic company in India.

• In terms of operating income, Fortis Healthcare Ltd (operating income: approximately ₹62,976 million) was
one of the leading players in Indian healthcare delivery market as of Fiscal 2023.

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 OUR BUSINESS

Some of the information in the following section, 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 18 for a discussion of the risks and uncertainties related to those statements and “Risk
Factors” on page 36 for a discussion of certain factors that may affect our business, financial condition or results
of operations. Our actual results may differ materially from those expressed in or implied by these forward-
looking statements. Our fiscal year ends on March 31 of each year, and references to a particular Fiscal are to
the 12 months ended March 31 of that year. Unless otherwise indicated or the context requires otherwise, the
financial information included herein is based on our Restated Consolidated Financial Information for Fiscals
2021, 2022 and 2023 included in this Draft Red Herring Prospectus. For further information, see “Restated
Consolidated Financial Information” on page 241.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Assessment of the diagnostics industry in India” dated September 2023 (the “CRISIL Report”) prepared and
released by CRISIL MI&A, a division of CRISIL Limited, exclusively commissioned by our Company and paid for
by our Company on behalf of the Selling Shareholders in connection with the Offer, pursuant to an engagement
letter dated June 16, 2023. A copy of the CRISIL Report is available on the website of our Company at
[Link] The data included
herein includes excerpts from the CRISIL 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. Unless otherwise indicated, financial, operational, industry and other
related information derived from the CRISIL Report and included herein with respect to any particular year refers
to such information for the relevant calendar year. For more information, see “Risk Factors - Internal Risks -
Certain sections of this Draft Red Herring Prospectus disclose information from the CRISIL Report which has
been prepared exclusively for the Offer commissioned by our Company and paid for by our Company on behalf
of the Selling Shareholders exclusively in connection with the Offer and any reliance on such information for
making an investment decision in the Offer is subject to inherent risks.” on page 61. We have also included various
operational and financial performance indicators in this Draft Red Herring Prospectus, some of which have not
been derived from our Restated Consolidated Financial Information. The manner of calculation and presentation
of some of the operational and financial performance indicators, and the assumptions and estimates used in such
calculation, may vary from that used by other companies in India and other jurisdictions.

Unless otherwise indicated or the context otherwise requires, in this section, references to “the Company” or “our
Company” are to Agilus Diagnostics Limited on a standalone basis, and references to “the Group”, “we”, “us”,
“our”, are to Agilus Diagnostics Limited and its Subsidiaries and Joint Venture, on a consolidated basis.

Overview

We are the largest diagnostics service provider in terms of number of laboratories and the second largest in terms
of revenue from operations in India as of and for the financial year ended March 31, 2023 (Source: CRISIL
Report). We offer diagnostics testing services (routine and specialized tests), wellness and preventive care
packages, hospital laboratory management services and clinical research trial testing services. As of March 31,
2023, we had a network of 413 laboratories out of which 43 laboratories were accredited by National Accreditation
Board for Testing and Calibration Laboratories (“NABL”), which according to the CRISIL Report, is the largest
network of NABL accredited laboratories in India, as of March 31, 2023. We also have an international presence
across the Middle East, Sub-Saharan Africa, Commonwealth of Independent States and the South Asian
Association for Regional Cooperation (“SAARC”) region. In Fiscal 2023, we performed 39.07 million tests and
served 16.62 million patients in India and internationally.

According to the CRISIL Report, the Indian diagnostics services industry has experienced robust growth and is
expected to grow at a CAGR of approximately 8-10% between Fiscals 2023 and 2028 to reach ₹1,150-₹1,250
billion in Fiscal 2028. The increasing focus on preventative medicine, increasing incidence of chronic and lifestyle
diseases, preference for evidence-based treatment, changing nature of diseases, expansion of organized healthcare
and increased use of technology in healthcare are set to drive the growth of the Indian diagnostics services industry
(Source: CRISIL Report) and create a significant market opportunity for us. Further, the COVID-19 pandemic has
altered customer preferences, including expectations in relation to convenience, safety, home services, digital
payments and quicker turn-around time (“TAT”). Moreover, while standalone players contributed to 42-46% of
the total diagnostics industry in Fiscal 2023, the Indian diagnostics industry has witnessed a shift from standalone
centres to diagnostic chains, due to the increasing trend of patients’ reliance on diagnostic chains for their quality

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of service and unavailability of complex tests with standalone centres (not only at the country level but also in
regional markets). Diagnostic chains possess better national and international accreditations and scalable business
models and cater to a larger set of population through their brand reputation and operational efficiency. These
factors have led to an increase in the share of diagnostic chains to 16-20% of the overall diagnostics industry in
Fiscal 2023 from 13-17% in Fiscal 2020. (Source: CRISIL Report)

We have built an extensive diagnostics network spread across 25 states and five union territories in India (covering
over 1,000 towns and cities and over 532 districts in India), as of March 31, 2023, which operates on a ‘hub-and-
spoke’ model. As of March 31, 2023, our diagnostics laboratory network comprised one central global reference
laboratory (“GRL”) at Mumbai in Maharashtra, five regional reference laboratories (“RRLs”) and 407 other
clinical laboratories (including 403 pathology laboratories and four radiology centers). In addition, we have 25
wellness centers, three Centers of Excellence (“CoEs”), 3,757 customer touch points (“CTPs”) (i.e., comprising
patient service centers, collection centers and laboratories with walk-in facilities) and over 12,000 pick-up points
(i.e., locations from where we collect test samples to cater to institutional customers). Our wellness centers are
dedicated towards providing holistic and comprehensive preventive healthcare and wellness services to our
customers, while our CoEs are focused on histopathology, transplantation immunology and molecular pathology.
We also operate and manage 91 in-hospital laboratories, as of March 31, 2023, for private healthcare providers as
well as public health agencies under public-private partnerships (“PPP”). Moreover, our international network
comprises a laboratory in Dubai, two laboratories and 17 collection centers in Nepal and over 800 pick-up points
spread across the Middle East, Sub-Saharan Africa, Commonwealth of Independent States and the SAARC region,
as of March 31, 2023. In addition, our network is supported by our integrated systems, which help to deliver faster
TAT, reduce human error, improve overall capital efficiency, enable last-mile connectivity and provide access to
a large customer base. Accordingly, we have been able to organically scale in a cost-effective manner with deeper
penetration to under-served areas. In Fiscal 2023, our revenue from operations from the north, south, east and
west regions of India amounted to ₹4,387.05 million, ₹3,788.05 million, ₹1,863.03 million and ₹3,105.72 million,
respectively, accounting for 32.56%, 28.11%, 13.83% and 23.05%, respectively, of our revenue from operations.

We offer a comprehensive range of over 3,600 routine and specialized diagnostics tests as well as wellness
packages that cover an extensive range of specialties. According to the CRISIL Report, next-generation
diagnostics are gaining popularity in the specialized testing space in India as these advanced technologies enable
comprehensive and high-throughput analysis of genetic material, proteins, and other biomarkers, revolutionizing
disease diagnosis, treatment selection, and patient care. Within the next-generation diagnostics, genomic
sequencing is particularly gaining popularity (Source: CRISIL Report). We continue to be committed to research
and development (“R&D”) and are focused on genomics and ‘next-generation diagnostics’. In Fiscal 2023, we
introduced over 200 new tests including niche specialized tests in relation to genomics, molecular pathology for
cancer, reproductive medicine, rare diseases and inherited disorders. We also offer a wide range of corporate
wellness services and preventive care health packages comprising several pathology and radiology tests as well
as home collection services, which helps us in acting as a one-stop solution for diagnostics testing services for
patients and further enables us to cross-sell and bundle our offerings.

Our service offerings and network cater to: (i) individual patients, i.e., business-to-consumer (“B2C”), who either
walk in to our diagnostics laboratories and collection centers, use our home collection services (which is spread
in over 80 cities in India, as of March 31, 2023) through call, email or our digital platforms including our website,
WhatsApp chat bot or mobile application; and (ii) institutional customers, i.e., business-to-business (“B2B”),
which include physician offices, independent healthcare providers (including large and small-scale private and
public sector hospitals, nursing homes, private laboratories, radiology centers and diagnostics centers) whose
customers require diagnostics (pathology and/or radiology) services, other institutions (such as corporate
employers and insurance companies), clinical laboratories operated and managed by us in hospitals for private
healthcare providers and public health agencies through PPPs as well as clinical trials conducted on behalf of
contract research organizations and pharmaceutical manufacturers. Over the last three years, our network has
grown from 2,250 CTPs, as of March 31, 2021 to 3,757 CTPs as of March 31, 2023, which has augmented our
growth in the B2C segment. We benefit from both B2C and B2B segments: the former enhances our brand and
customer retention, and the latter gives us access to hospital infrastructure and doctors and higher volumes of
tests. In Fiscal 2023, our B2C operations generated ₹7,317.52 million accounting for 54.31% of our revenue from
operations, while our B2B segment generated ₹6,157.10 million, accounting for 45.69% of our revenue from
operations, resulting in a healthy balance between our B2C and B2B segments.

We follow a customer centric approach by offering an omni-channel experience for patients who can seamlessly
avail our pathology and radiology services through our laboratories, mobile application and website. According
to the CRISIL Report, we were the first laboratory chain in India to integrate its own laboratory management

171
system with Ayushman Bharat Digital Mission under the National Health Authority in Fiscal 2021. Our
centralized laboratory management system, CLIMS, enables us to automate laboratory workflows and manage
samples, test results, collection operations and business processes. The services that we provide enable our
customers to book tests, locate the nearest test centers, generate digital test reports and receive service support
from the convenience of their homes at a relatively fast turn-around-time.

We recently, in May 2023, undertook a brand transformation journey by rebranding ourselves as Agilus
Diagnostics from our former brand name with the aim of continuing to build upon our over 28 years of expertise
and experience of delivering quality diagnostics care. ‘Agilus’ is a portmanteau of ‘Agile’ and ‘Us’ and is inspired
from the Latin term ‘agilis’ which means agility. Our new brand is in consonance with our commitment to deliver
quality diagnostics services with speed and accuracy. Our laboratories were the first in India to receive
accreditations from authorities such as NABL and College of American Pathologists (“CAP”) (Source: CRISIL
Report). We have also been consistently recognized for delivering quality diagnostics services including the “Best
Brand in Diagnostic Services in Pathology and Radiology” award by the Economic Times in Fiscal 2019, the
“Excellence in Pan India Diagnostics (Pathology)” award at the Businessworld Healthcare Excellence Awards
2022, the “Patient Centricity for Diagnostic Labs” award at the IHW Patient First Awards 2022 and the “Driving
Healthcare Innovation” award by CII Institute of Logistics at the Supply Chain and Logistics Excellence Awards
2021.

We benefit from the reputation, track record, in-depth understanding and experience of our Promoter, Fortis
Healthcare Limited (“Fortis”) in the healthcare industry. We are led by our Managing Director & Chief Executive
Officer, Anand Kuppuswamy, who is supported by a Board of Directors with diverse backgrounds, and qualified
and experienced management, and medical and scientific teams. As of March 31, 2023, we had a full-time medical
and scientific staff of 4,614 personnel comprising, among others, pathologists, radiologists and scientists as well
as paramedical staff.

Certain Key Financial and Other Operational Information

Set out below are certain material key performance indicators and other financial and operational indicators, as of
and for the years indicated:

As of and for the year ended March 31,

Particulars
2021 2022 2023
Key Financial Indicators
Revenue from operations (₹ million) 10,350.73 16,049.11 13,474.62
Restated profit for the year (₹ million) 1,312.45 5,547.08 1,166.36
PAT Margin(1) (%) 12.68% 34.56% 8.66%
EBITDA(2) (₹ million) 2,442.04 7,323.95 2,626.26
Adjusted EBITDA(3) (₹ million) 2,442.04 4,262.52 2,626.26
EBITDA Margin(4) (%) 23.59% 45.63% 19.49%
Adjusted EBITDA Margin(5) (%) 23.59% 26.56% 19.49%
Return on Equity (6) (%) 10.53% 34.91% 6.12%
Return on Capital Employed (7) (%) 20.61% 73.39% 20.17%
Net debt/equity Nil Nil Nil
Average revenue per test (“ARPT”) (8) (₹) 439.91 363.27 344.88
Revenue per accession (9) (₹) 938.43 749.88 810.66
Working capital days(10) 30.33 32.97 46.06
Revenue generated from routine tests(11) as a % 37.08% 40.32% 52.77%
of total revenue
Revenue generated from specialized tests(12) as 57.09% 53.71% 38.07%
a % of total revenue
Revenue generated from wellness packages(13) as 5.83% 5.97% 9.16%
a % of total revenue
Key Operational Indicators
Number of laboratories 420 423 413
Number of patients served (million) 11.03 21.40 16.62
Number of tests performed (million) 23.53 44.18 39.07
Customer touch points (CTP) 2,250 3,050 3,757
Customer touch points (CTP) per laboratory(14) 5.36 7.21 9.10
Number of tests per patient visit(15) 2.13 2.06 2.35
Notes:

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For reconciliation of Non-GAAP measures, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations –
Non- GAAP Measures” on page 345. Also see “Risk Factors –We have in this Draft Red Herring Prospectus included certain non-GAAP
financial measures and certain other industry measures related to our operations and financial performance that may vary from any standard
methodology that is applicable across the industry we operate” on page 57.
1. PAT Margin is the percentage of restated profit for the year divided by revenue from operations.
2. EBITDA is calculated as restated profit for the year plus tax expenses, finance costs, depreciation and amortization expense.
3. Adjusted EBITDA is calculated as restated profit for the year plus tax expenses, finance costs, depreciation and amortization expense
and exceptional items.
4. EBITDA Margin is the percentage of EBITDA divided by revenue from operations.
5. Adjusted EBITDA Margin is the percentage of Adjusted EBITDA divided by revenue from operations.
6. Return on Equity is calculated as restated profit for the year divided by average equity.
7. Return on Capital Employed is calculated as a percentage of EBIT (i.e., calculated as restated profit for the year before tax expenses
and finance costs) divided by capital employed (i.e., total equity plus total borrowings, lease liabilities, deferred tax liabilities excluding
goodwill and other intangible assets).
8. Average revenue per test is calculated as revenue from operations divided by the number of tests performed.
9. Revenue per accession is calculated as revenue from operations divided by the number of patients served.
10. Working capital days is calculated as inventory days plus debtor days minus payable days.
11. Routine tests include: (a) basic bio-chemistry tests such as blood sugar for diabetes and creatinine for kidney function; (b) basic
haematology tests such as blood count; and (c) clinical pathology tests such as routine urine examination.
12. Specialized tests are clinical laboratory tests that are not routine. Specialized tests include molecular diagnostics, protein chemistry,
cellular immunology, flow-cytometry, genetics, cytogenetics, immunohistochemistry and advanced microbiology tests. They also include
anatomic pathology testing for the diagnosis of cancer and other medical conditions through the examination of tissue and cell samples
taken from patients, and include the disciplines of histopathology, cytopathology, clinical pathology and immunopathology.
13. Wellness packages include a combination of tests based on age, sex, clinical history, parental history and affordability for our patients.
In addition to pathology tests, the packages also include radiology tests such as ECG, X-ray, ultra-sound and stress test.
14. CTP per laboratory is calculated as number of CTPs divided by number of laboratories.
15. Number of tests per patient visit is calculated as number of tests performed divided by number of patients served.

Competitive Strengths

Experienced pan-India diagnostics service provider with a diversified presence and a growing network that is
well positioned to capitalize on the expected growth in the Indian diagnostics industry

We commenced operations in 1995, and for over 28 years, have built a legacy of expertize, experience and trust
with patients, doctors and healthcare providers by conducting diagnostics tests, providing quality diagnosis and
upgrading our technology in response to the changing customer needs. We were ranked second in terms of revenue
from operations among diagnostic companies in India in Fiscal 2023 (Source: CRISIL Report). We were also
awarded the “Diagnostic Chain of the Year - National” by the Economic Times in Fiscal 2023 and “Excellence in
Pan India Diagnostics (Pathology)” title at the Businessworld Healthcare Excellence Awards 2022. We are the
largest diagnostics company in India in terms of number of laboratories as of March 31, 2023 (Source: CRISIL
Report). With a widespread network of 413 laboratories as of March 31, 2023, we served 16.62 million patients
in Fiscal 2023 and conducted an average of 107,043 diagnostics tests per day in Fiscal 2023. Moreover, our
diagnostics laboratory network is supported by 4,614 medical and scientific professionals including 438 doctors
(comprising pathologists, radiologists and scientists) and 4,176 technicians and paramedical staff, as of March 31,
2023. Our diagnostics laboratory network operates on a ‘hub-and-spoke’ model, whereby specimens are collected
across multiple locations within an area or region for delivery/ shipment to our reference/ clinical laboratories for
centralized diagnostics testing. Our GRL is located in Mumbai in Maharashtra and five RRLs are located in
Gurugram in Haryana, Bengaluru in Karnataka, Chennai in Tamil Nadu, Kolkata in West Bengal and Cochin in
Kerala, supported by 67 medium laboratories, 210 stat laboratories and 3,757 CTPs, as of March 31, 2023. This
model offers a scalable platform for the continued growth of our business, provides greater economies of scale,
enhances consistency of our testing procedures and enables for quick and efficient delivery of services through
our widespread diagnostics network, which is spread across 25 states and five union territories covering over
1,000 towns and cities and 532 districts in India, as of March 31, 2023. In addition, we also have a laboratory in
Dubai, two laboratories and 17 collection centers in Nepal and over 800 pick-up points spread across the Middle
East, Sub-Saharan Africa, Commonwealth of Independent States and the SAARC region, as of March 31, 2023.

We have implemented an asset light model that enables us to grow our service network in a cost-effective manner
and focus on delivering our services to our customers. All our laboratories (apart from our GRL), patient service
centers and wellness centers are operated on leased or licensed premises and we also majorly use equipment
provided by our vendors under equipment placement agreements for conducting tests and providing our offerings.
For more details, see “- Description of our Business - Equipment Maintenance” on page 189. We have also grown
our service network by contracting with franchisees to operate our collection centers and 37 laboratories, as of
March 31, 2023. Our network of CTPs has increased significantly by 66.98% from 2,250 CTPs as of March 31,
2021 to 3,757 CTPs as of March 31, 2023, out of which 3,248 were operated by franchisees. For catering to the
requirements of our institutional customers, we had over 12,000 pick-up points, as of March 31, 2023 which

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included healthcare facilities such as hospitals, clinics, laboratories and nursing homes that outsource their testing
requirements to us. In addition, we provide last-mile service delivery to our patients through our home collection
service available in over 80 cities in India, as of March 31, 2023.

Set out below is a pictorial representation of our operational network as of March 31, 2023:

Note: Map not to scale

Our well-diversified geographical presence has no significant dependence on any particular region within India
making our operations resilient to regional macro-economic factors while benefitting from the competitive
advantages of each region. Set out below is the revenue from operations by regions/ geographies for the years
indicated:
Fiscal
2021 2022 2023
Region % of revenue % of revenue % of revenue
Amount from Amount from Amount from
operations operations operations
(₹ million) (%) (₹ million) (%) (₹ million) (%)
India
North(1) 4,190.15 40.48% 5,077.43 31.64% 4,387.05 32.56%
South(2) 1,037.86 10.03% 4,523.30 28.18% 3,788.05 28.11%
East(3) 1,413.68 13.66% 1,994.81 12.43% 1,863.03 13.83%
West(4) 3,480.08 33.62% 3,936.88 24.53% 3,105.72 23.05%
Rest of the 228.97 2.21% 516.70 3.22% 330.76 2.45%
world
Total 10,350.73 100.00% 16,049.11 100.00% 13,474.62 100.00%
Notes:
1. North India includes the states of Jammu and Kashmir, Himachal Pradesh, Punjab, Haryana, National Capital Region of Delhi, Uttar
Pradesh, Rajasthan, Uttarakhand, Bihar, Chhattisgarh, Jharkhand and Madhya Pradesh as well as the Union Territories of Chandigarh
and Ladakh.
2. South India includes the states of Kerala, Andhra Pradesh, Telangana, Karnataka and Tamil Nadu as well as the Union Territories of
Lakshadweep, Puducherry and Andaman and Nicobar Islands.
3. East India includes the states of West Bengal, Odisha, Sikkim, Manipur, Meghalaya, Mizoram, Tripura, Arunachal Pradesh and Assam.
4. West India includes the states of Maharashtra, Gujarat and Goa as well as the Union Territories of Daman and Diu, and Dadar and
Nagar Haveli.

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Comprehensive test offerings providing one stop solution for diagnostic requirements

We offer a comprehensive test menu across pathology and radiology segments, with over 3,600 tests, as of March
31, 2023, comprising routine and specialized tests and have performed over 300.00 million tests since 2008. In
Fiscals 2021, 2022 and 2023, we performed 23.53 million, 44.18 million and 39.07 million tests, respectively.
Our test menu includes: (i) pathology tests ranging from routine tests such as basic to esoteric tests in biochemistry,
haematology, microbiology, genetics, immunology and clinical pathology; specialized tests such as advanced
molecular diagnostics tests, including protein chemistry, cellular immunology, flowcytometry, genetics,
cytogenetics, immunohistochemistry and advanced microbiology tests; and (ii) radiology tests ranging from
routine tests such as basic echocardiograms, X-rays and ultrasounds; and specialized tests such as advanced
radiology tests including MRI and CT. Also, see “Description of our Business – Clinical Laboratory Services” on
page 182. In Fiscal 2023, our aggregate revenue generated from routine and specialized tests accounted for 52.77%
and 38.07%, respectively, of our revenue from operations.

Our wellness services and preventive care health packages cater to different customer needs and preferences. We
operate 25 wellness centers that provide comprehensive and holistic wellness and preventive healthcare services
including pathology tests, radiology tests and certain other services such as audiometry, pulmonary function test,
treadmill test, dexa scan, basic eye and dental check-up, physician consultation and gynaecologist consultation,
as of March 31, 2023. According to the CRISIL Report, there has been a significant increase in health awareness
and a growing emphasis on preventive healthcare in India, especially following the COVID-19 pandemic, which
has increased the importance of healthcare including early detection and regular heath check-ups. The overall
market for wellness and preventive diagnostics accounts for approximately 19% of the total pathology diagnostics
segment in Fiscal 2023 and is expected to grow at a rate of 13.5-15.5% between Fiscals 2023 and 2028. By
leveraging our experience and technological capabilities, we have been able to develop a wide range of wellness
profiles and preventive care health packages according to the individual needs of our customers as well as offer
testing services that help with the early and accurate detection of certain types of health conditions. Such packages
also serve to our advantage in terms of better pricing and high brand visibility, and facilitates cross-selling of our
offerings to customers. Revenue generated from wellness packages increased from 5.83% of our revenue from
operations in Fiscal 2021 to 9.16% of our revenue from operations in Fiscal 2023.

Through our comprehensive test offering, wellness services, widespread operational network and last-mile service
delivery network, we are therefore able to act as a one-stop solution for customers to serve their pathology and
radiology testing needs. This also prevents multiple customer visits or unnecessary travel to more than one facility,
thereby offering convenience to our customers and decreasing their costs and time delays.

Advanced information technology platform supported by integrated systems enabling customer-centric

initiatives

Our centralized information technology platform, CLIMS, enables: (a) automation of our laboratories, CTPs and
other business processes; (b) seamless customer experience by centralizing the home visit bookings and
allocations; and (c) seamless integration with other information technology systems. Further, the growth of our
network is supported by the scalability of our technology platform, which can readily adapt to the increased data
requirements of additional clinical laboratories and CTPs. We were also the first laboratory chain in India to
integrate its own laboratory management system with Ayushman Bharat Digital Mission under the National
Health Authority in Fiscal 2021 (Source: CRISIL Report). In Fiscal 2021, we won the “Excellence in Healthcare
Innovation” award by CII Institute of Logistics at the Supply Chain and Logistics Excellence Awards 2021.

Our technology infrastructure is supported by logistics efficiencies, such as route planning and optimization,
integrated systems for registration (bar-coding), billing, analysis reporting and delivery of reports that enable us
to reduce human error, deliver faster TAT and enhance customer experience.

We have also recently partnered with a global image sharing platform for pathology that enables specialist
pathologists at our reference laboratories to provide pathology consultation instantly on cases uploaded from
remote locations in our laboratory network. We are committed to delivering a customer-centric experience through
an integrated and seamless customer experience enabled through our technology platforms and data-driven
actionable insights. We have also implemented a WhatsApp Chat-bot feature for our patients to: (a) digitally book
tests for home visit or lab visit; (b) retrieve lab reports; (c) locate nearest lab or collection center; and (d) address
any other queries related to our service. We have also received the “Patient Centricity for Diagnostic Labs” award
at the IHW Patient First Awards 2022. Set out below is the customer engagement journey through our digital
ecosystem:

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Well-balanced B2C and B2B revenue mix

We stand to benefit from both the B2C and B2B segments due to our well-balanced revenue mix. According to
the CRISIL Report, in the diagnostics services industry, the B2C segment provides higher brand visibility with
repeat customer relationships, while the B2B segment provides access to hospital infrastructure including an
established doctor network and higher volumes of tests. Set out below is the revenue from operations by customer
segment for the years indicated:
Fiscal
Segment
2021 2022 2023
% of total % of total % of total
Revenue from Revenue from Revenue from
revenue revenue revenue
operations operations operations
from from from
(₹ million) (₹ million) (₹ million)
operations operations operations
B2C 5,025.12 48.55% 8,759.24 54.58% 7,317.52 54.31%
B2B 5,325.61 51.45% 7,289.87 45.42% 6,157.10 45.69%
Total 10,350.73 100.00% 16,049.11 100.00% 13,474.62 100.00%

B2C. Our customer-centric approach coupled with our quality diagnostics healthcare services has helped us in
establishing ourselves as a consumer healthcare brand in the diagnostics services industry, providing us with
significant advantages in terms of generating additional revenue by cross-selling our holistic wellness offerings.
Our processes are designed with a focus on customer convenience across all stages of our operations. For the
convenience of our customers, we have enhanced our last-mile service delivery services by increasing our network
from 2,250 CTPs, as of March 31, 2021 to 3,757 CTPs as of March 31, 2023, and the scope of our home collection
services to over 80 cities, as of March 31, 2023. We have developed various user-friendly digital access modes
such as our mobile application and website which help customers in, among others, booking tests, accessing test
reports and locating nearest test centers. In addition, we offer technology-enabled customer support through call,
email and WhatsApp chat bot, which our customers can avail from the convenience of their homes. We also offer
“Smart+ Reports” that provide detailed insights including diet and lifestyle interventions, live tracking of
phlebotomists, and have implemented quick-responsive (QR) codes on laboratory reports to ensure authenticity.

B2B. We have tie-ups with independent private healthcare set ups including large and small-scale hospitals,
nursing homes, private laboratories, radiology centers, diagnostics centers, IVF centers and other healthcare
service providers. Such institutional customers require diagnostics services (pathology and/or radiology services)
and the samples collected by them are sent to our laboratories for analysis. As of March 31, 2023, we had over
12,000 pick-up points for collection of test samples to cater to our institutional customers’ needs. We also provide
corporate wellness services including pre-employment health check-ups, annual employee health check-ups,
occupational health, safety and wellness and regular health check-ups. Further, we provide hospital laboratory
management services to 81 private healthcare providers (including 24 laboratories in hospitals operated by our
Promoter, Fortis), as of March 31, 2023, wherein we operate and manage ‘in-hospital’ clinical laboratories. In
addition, our Company and one of our Subsidiaries, Agilus Pathlabs Reach Limited, have entered into PPPs with

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the governments of New Delhi and Jharkhand, respectively, to set up and manage their diagnostics laboratory
centers. Moreover, we conduct clinical trial studies for contract research organizations and pharmaceutical
manufacturers.

Quality network of accredited laboratories supported by R&D capabilities focused on genomics and next-
generation diagnostics

For over 28 years, we have established a pathology and radiology practice in India, offering quality and advanced
diagnostics healthcare services. We had the largest NABL accredited network of laboratories in India, as of March
31, 2023 (Source: CRISIL Report). As of March 31, 2023, 43 of our laboratories have obtained accreditations
from NABL in the field of medical testing. Three of our laboratories in India have also been recognized under
“NABL Medical (Entry Level) Testing Labs ("NABL M(EL)T Labs") Program and our laboratories in Mumbai
in Maharashtra and Dubai have also been accredited by CAP. According to the CRISIL Report, our laboratories
were the first in India to have received accreditations from NABL and CAP in 1999 and 2002, respectively.
Moreover, two of our laboratories in India are affiliated with the National Tuberculosis Elimination Programme
(“NTEP”) for tuberculosis drug resistance testing. Such accreditations assist in obtaining referrals from
physicians, hospitals and other healthcare service providers, and enable us to be chosen by our customers including
government agencies as their diagnostics healthcare service provider.

We are focused on R&D to diagnose health concerns accurately and timely, and help patients and healthcare
providers deal with various growing health ailments. Our R&D division seeks to identify new business areas
including pharmacogenomics and preventive medicine, expand its existing test menu and develop new tests and
assays in diagnostics, in order to improve sensitivity, specificity, time or costs as compared to available
conventional tools. In particular, we focus on developing advanced solutions in diagnostics testing, laboratory
efficiency and clinical decision support with a special focus on genomics and next-generation diagnostics. In
Fiscal 2023, we introduced over 200 new tests including niche specialized tests such as ‘Tuberculosis Whole
Genome Sequencing’, ‘Chromosomal Microarray’, ‘Complete Care Geno – Wellness’, ‘Dual Marker (FMF)’ by
TRF Method and ‘Fatty Liver Index’. Further, our focus on specialized testing, particularly genomics, provides
us with a significant competitive advantage. Moreover, our R&D division is ISO certified and has been recognized
by the Department of Scientific and Industrial Research under the Government of India. We also operate three
CoEs at Mumbai in Maharashtra and Gurugram in Haryana, as of March 31, 2023, which provide services in
relation to histopathology (includes cancer diagnosis and second opinion cases), transplant immunology (includes
tests related to solid organ transplant and hematopoietic stem cell transplant) and molecular pathology (includes
both high-end genomic tests as well as complete molecular work-up of infectious diseases comprising viral,
bacterial and parasitic infections).

Our R&D team also undertakes clinical research studies, co-marketing projects, contract evaluation and
collaborations with various national laboratory network, technology providers and other advanced research
centers on various areas with direct or indirect impact on healthcare. We regularly participate in scientific and
academic conferences in India which has helped us in strengthening our brand recall and relationship with doctors.
We are supported by a scientific team led by Dr. Avinash Phadke (President – Technical and Mentor, Clinical
Pathology). We also offer a fellowship program to medical students that imparts applied knowledge of molecular
pathology in cancers, genetic disorders, and infectious diseases. For further details in relation to our scientific
team, see “Description of our Business – Research and Development” on page 188.

Strong parentage and experienced management team with significant industry experience

We derive benefit from the lineage of our Promoter, Fortis, by leveraging its long-standing legacy in healthcare
services, in-depth understanding, and operational experience, in the healthcare industry, corporate governance
standards, values and trust. Fortis is one of the leading players in the Indian healthcare delivery market in India in
terms of revenue from operations in Fiscal 2023 (Source: CRISIL Report).

We have an experienced management team led by our Managing Director & Chief Executive Officer, Anand
Kuppuswamy, who has over 25 years of experience in the healthcare industry. Anand Kuppuswamy was conferred
with the “Healthcare CEO of the Year Award” in 2022. Our management team consists of professionals with
skills in diagnostics and healthcare management, R&D, international business and finance, marketing and human
resources. Our Board of Directors includes a combination of management executives and experts from the
healthcare industry. The experience and diversity of our management team and Board of Directors give us the
ability to operate successfully in our competitive industry and in the changing market environment, implement

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our strategies and successfully integrate any acquired businesses. For further information, see “Our Management”
on page 212.

Strategies

Continue to grow and deepen our network across India and international markets

We intend to continue expanding our diagnostics laboratory network in new regions as well as further strengthen
our presence in the regions in which we operate, particularly in Tier II and Tier III cities across India. According
to the CRISIL Report, diagnostics services are under-penetrated in non-metro regions in India. For instance, while
metro regions have a penetration of 1,500-2,000 tests per 1,000 population, non-metro regions have a penetration
of only 500-600 tests per 1,000 population, despite non-metro regions occupying 85-90% of the total tests (Source:
CRISIL Report). Our aim is to grow our presence in such regions in both the B2B and B2C segments. We aim to
open new patient service centers and collection centers to increase our last-mile service delivery reach to
customers, establish more stat laboratories in under-penetrated and under-served areas, undertake integrated brand
building campaigns to promote our brand further, continue to improve our customer experience and raise
awareness among doctors on the quality and comprehensive nature of our service offerings in such regions.
Further, we intend to continue to focus on our asset-light expansion strategy and grow our CTP network largely
through franchisees. We also intend to expand by managing more in-hospital laboratory services, working with
healthcare providers from both the private and public sectors (through PPPs), by leveraging the scale and
efficiency of our network.

In addition to the growth opportunities in India, we see opportunities to grow and deepen our international
operations, particularly in the markets we currently operate in, through the management of third-party laboratories
and operating collection centers. We also intend to partner with healthcare organizations in the international
market for their specialized tests outsourcing requirements.

The scale of our established operations, widespread presence, leadership position, ability to offer quality and
accurate diagnostics test results and service delivery coupled with brand-building activities will aid in cost-
effective organic expansion with deeper penetration as well as increase our customer base.

Drive further utilization of existing infrastructure to yield operating leverage

In order to maintain profitability and improve our margins, it is critical for us to increase the utilization of our
existing operational network. We intend to drive further utilization of our existing network of laboratories by
increasing tie-ups with healthcare service providers such as hospitals, private laboratories and standalone
diagnostics centers, and other institutions such as corporations and pharmaceutical and insurance companies.
According to the CRISIL Report, increasing competition has prompted industry players to adopt various
techniques to differentiate themselves in terms of bandwidth, such as providing home pick-up and point-of-contact
testing. As of March 31, 2023, our home collection services are available in over 80 cities. We plan to continue
to increase our home collection services to reach out to more customers which will help in increasing the utilization
of our laboratories. Further, we will continue to focus on increasing our network of CTPs in order to make our
service offerings more accessible to customers and increase our efficiency as well as further solidify our presence.

Innovate and develop improvements to existing tests and create new tests

We believe that a key factor to succeed and to sustain and strengthen our business will be our ability to innovate
and develop improvements to existing tests and to create and introduce new tests that will meet or create demands
which are not presently being satisfied by available tests, thereby expanding the range and scope of our services
to our customers in India and internationally. Accordingly, we intend to continue our focus on tests in relation to
genomics, molecular pathology for cancer, reproductive medicine, rare diseases and inherited disorders.

According to the CRISIL Report, the healthcare industry is expected to focus more on treating illness to promoting
wellness, prioritizing diagnosis, and delivering care in the patient’s home rather than in a healthcare facility.
Further, the COVID-19 pandemic has resulted in an increased awareness of self-testing, particularly in relation to
preventive and wellness services. Moreover, there is a growing preference for evidence based treatment and
personalized medicine which will expand the role that diagnostics play in clinical decision-making (Source:
CRISIL Report). Accordingly, we intend to offer more preventive and wellness packages, preventive health
screenings and chronic and lifestyle disease management services to individual and corporate customers by
leveraging our wellness centers as well as expand our home collection services to reach out to more customers.

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Moreover, we are also in the process of getting a Central Drugs Standard Control Organisation registration for
conducting contract validations of diagnostics kits and equipment. We have also been included in the INSACOG,
which has been approved by Department of Biotechnology, Ministry of Science and Technology and final process
for acceptance of terms and conditions has been initiated.

By leveraging our R&D capabilities, expertize of skilled scientific and medical team, extensive operational
network and advanced infrastructure, we aim to launch diagnostics solutions that not only meet the challenges of
today but also anticipate future needs.

Focus on technology to enhance customer experience

We intend to continue our business transformation, improve customer experience and create a more convenient
one-stop solution for all patients’ diagnostics needs through the integration of digital technology, artificial
intelligence and machine learning. According to the CRISIL Report, diagnostic players are leveraging technology
and digital media to enable data-driven business decisions to enhance performance marketing, improve customer
experience through operational agility and customer loyalty, open up new revenue channels and aid in hyper local
digital campaigns.

We intend to increase our touch points and engagement with customers through various digital and technological
initiatives. We are constantly enhancing and upgrading our mobile application and website in order to ensure a
smooth and seamless experience for our customers. We are also working on providing longitudinal reports and
trends for individual patients as well as communities apart from providing data-driven actionable insights to our
doctors based on the large repository of test results that we have. We also intend to use such detailed data from
various segments and regions to support and develop solutions based on artificial intelligence in pathology and
radiology. Moreover, we continue to optimize our processes through digitization during sample collection and
logistics, laboratory automation at the pre-analytical phase, and reporting.

Supplement organic growth with selective strategic acquisitions and partnerships

To complement our organic growth and internal expertize, we may explore and selectively pursue acquisitions,
strategic alliances, franchising, joint ventures and other alliances that are opportunistic rather than need-based. In
addition, we may consider such expansion to realize any potential significant first-mover advantages in any
specific geography in India or other international markets. We believe such acquisitions and strategic partnerships
will: (a) help us enter in newer markets; (b) increase our customer base to consolidate our position in markets in
which we currently operate; (c) strengthen or expand our diagnostics offerings and technological capabilities; and
(d) enable us to achieve operating leverage by unlocking potential efficiency and synergy benefits.

According to the CRISIL Report, the Indian diagnostics industry is highly fragmented. Despite continued
consolidation whereby large diagnostic chains acquire standalone diagnostic centres as well as regional diagnostic
chains, diagnostic chains contributed only 16-20% of the total diagnostics industry in India in Fiscal 2023. We
have a track record of successfully acquiring and integrating companies to grow our laboratory network,
geographical reach, customer base and portfolio of tests. For instance, we acquired the diagnostics services
business of Piramal Healthcare Limited in 2011, which according to the CRISIL Report, is the largest acquisition
prior to Fiscal 2020, in the Indian diagnostics industry. Further, we acquired 100% equity shareholding in DDRC
Agilus Pathlabs Limited (“DDRC”) in Fiscal 2022, pursuant to which, we became one of the largest among the
key pathology diagnostics companies in south India in terms of revenue, according to CRISIL Report. Given our
track record of successfully integrating our businesses following our acquisitions in the past, we are well
positioned to take advantage of the expected consolidation opportunities and the shift towards organized providers
in the Indian diagnostics market.

Description of our Business

Our Operational Network in India

We have an extensive diagnostics network in India spread across 25 states and five union territories covering over
1,000 towns and cities and over 532 districts, as of March 31, 2023.

Clinical Laboratories

Global Reference Laboratory (GRL)

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We operate one central GRL at Mumbai in Maharashtra, which was set up in 1996 and is spread over an area of
76,000 sq. ft. of super built up area of land owned by us. It acts as the main ‘processing hub’ for our entire
diagnostics laboratory network, and is equipped to conduct a majority of the tests offered by us. GRL is also the
only laboratory within our network to conduct certain specialized tests such as chromosomal microarray, carrier
screening and genetics testing. In addition to serving walk-in patients, GRL receives specimens for testing from
our home collection services, other clinical laboratories, CTPs and pick-up points. GRL has obtained
accreditations from authorities such as CAP and NABL and operates various analytical departments including:
(a) hematology; (b) clinical biochemistry; (c) clinical pathology; (d) microbiology; (e) cyto-genetics; (f) molecular
oncology; (g) radiodiagnosis and imaging; (h) molecular genomics; and (i) histopathology. GRL also has a
department dedicated towards clinical research and research services and innovation. It also operates two CoEs in
histopathology and molecular pathology.

Regional Reference Laboratories (RRLs)

We operate five RRLs, which are strategically located at Gurugram in Haryana, Bengaluru in Karnataka, Chennai
in Tamil Nadu, Kolkata in West Bengal and Cochin in Kerala. RRLs act as the main processing hub for the specific
regions in which they operate and conduct all routine and a majority of specialized tests. Similar to GRL, in
addition to serving walk-in patients, the RRLs help to process specimens for specialized testing delivered by our
clinical laboratories, CTPs and pick-up points as well as through our home collection services. Each of our RRLs
have been accredited by NABL, with the RRL located at Gurugram in Haryana also operating a CoE in transplant
immunology.

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Other Clinical Laboratories

Medium Laboratories

Our medium laboratories are strategically located to serve as “mini-hubs” to surrounding CTPs (comprising
collection centers and patient service centers) and pick-up points, and are spread across major cities in India.
These laboratories, in addition to the delivery of specimens through home collection services, receive test requests
and related specimens from our collection centers, patient service centers and pick-up points along with serving
walk-in patients. They are also equipped to conduct and process the majority of the routine diagnostics tests and
certain specialized tests onsite. As of March 31, 2023, we had a total of 67 medium laboratories.

Stat Laboratories

Our stat laboratories are relatively smaller laboratories located strategically to provide a deeper penetration in
under-served areas. Such laboratories are equipped to conduct various routine tests, enabling us to provide faster
TAT for certain tests. These laboratories process specimens received through home collection services, collection
centers, patient service centers and pick-up points along with serving walk-in patients. As of March 31, 2023, we
had a total of 210 stat laboratories.

Customer Touch Points (CTPs)

CTPs include collection centers, which are centers operated by franchisees, laboratories with walk-in facilities
and patient service centers, which are centers operated by us. As of March 31, 2023, we had 3,757 CTPs, out of
which 3,248 were collection centers operated by our franchisees, 318 were laboratories with walk-in facilities and
191 were patient service centres.
Collection Centers

Our collection centers are standalone specimen collection points that are operated by third party franchisees in
accordance with our quality standards specified in the SOPs and the terms set out in their respective franchisee
agreement. While we provide technical and marketing support to these centers, rent and personnel expenses are
borne by our franchisees operating such collection centers. As of March 31, 2023, our network included a total of
3,248 collection centers. Depending on the type and difficulty of the tests needed, the specimens collected at such
collection centers are sent to our GRL, RRLs or other clinical laboratories for processing. Further, these centers
typically have basic equipment such as refrigerators and centrifuges and employ minimal staff including
receptionists, laboratory technician attendants and delivery staff.

Patient Service Centers

Our patient service centers, which are operated by us, collect specimens from individual patients. Typically,
individual patients visit patient service centers either on their own or with a prescribed test request from a
physician, another qualified healthcare professional, hospital, clinic or nursing home. The collected specimens are
then transported to our GRL, RRLs or other clinical laboratories for processing, depending on the nature and
complexity of the tests required. As of March 31, 2023, we operated 191 patient service centers.

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Home Collection Service

In order to provide enhanced convenience to our patients, we provide home collection services of specimens in
over 80 cities in India, as of March 31, 2023. These services complement our traditional business model, under
which specimens are collected from the patients’ locations, such as their homes or offices, by in-house and third-
party phlebotomists. Our patients are able to avail such services through our digital platforms including our
website, WhatsApp chat bot and mobile application. The collected specimens are then transported in a specially
designed transportation box to the designated hub for specimen preparation, which are then delivered to our GRL,
RRLs or other clinical laboratories for processing, depending on the nature and complexity of the tests required.
We have set up a separate department to provide home collection service at each of our laboratories, to ensure
quality service to our customers.

International Operations

We commenced our international operations in 2003 by setting up a reference laboratory in Dubai. As of March
31, 2023, we had one laboratory at Dubai in United Arab Emirates which is a CAP accredited laboratory and two
laboratories in the cities of Kathmandu and Biratnagar in Nepal. Further, we have over 800 pick-up points spread
across the Middle East, Sub-Saharan Africa, Commonwealth of Independent States and the SAARC region and
17 collection centers in Nepal.

Our logistics network enables our international collection centers to transfer specimens in temperature controlled
environments to our GRL, RRLs and other clinical laboratories in India, which process the specimens and make
the reports available on a real-time basis using our IT systems. Along with laboratory services (including both
radiology and pathology), we also assist our international clients and partners in the planning and implementation
of laboratory management services, together with complete IT support through our laboratory management
software, CLIMS. The specimens we receive from our international centers are imported in compliance with the
Indian Council of Medical Research (“ICMR”) guidelines for the import of test specimens.

Clinical Laboratory Services

Pathology Services

Routine Testing: Routine tests include: (a) basic bio-chemistry tests such as blood sugar for diabetes and creatinine
for kidney function; (b) basic haematology tests such as blood count; and (c) clinical pathology tests such as
routine urine examinations.

Specialized Testing: Specialized tests are clinical laboratory tests that are not routine. Specialized tests include
molecular diagnostics, protein chemistry, cellular immunology, flow-cytometry, genetics, cytogenetics,
immunohistochemistry and advanced microbiology tests. They also include anatomic pathology testing for the
diagnosis of cancer and other medical conditions through the examination of tissue and cell samples taken from
patients, and include the disciplines of histopathology, cytopathology, clinical pathology and immunopathology.
Due to their complexity, these tests may require professional attention from skilled personnel and typically require
more sophisticated technology, equipment and materials and are performed less frequently than routine tests. It is
not practical, from a cost-effectiveness or infrastructure perspective, for most hospital, clinic or physician’s office
laboratories to develop and perform a broad menu of specialized tests, or to perform low-volume specialized
testing in-house. As a result, such tests are often referred by such healthcare providers to independent laboratories,
like ours, which possess the capabilities to perform more complex testing. Certain commonly ordered specialized
tests include viral and bacterial detection tests, drug therapy monitoring tests, gene-based tests (genomics),
autoimmune panels and complex cancer evaluations. In addition, we also provide digital pathology services under
specialized testing services.

Genomics Capabilities: We offer various advanced genomic tests including precision oncology, reproductive
genomics, transplant immunology, molecular infectious disease detection and rare disorders identification.
According to the CRISIL Report, genetic and genomic testing, facilitated by next-generation sequencing
technologies, has revolutionised genetic analysis, enabling the identification of specific genetic variations
associated with various diseases. Our infrastructure is equipped with latest genomics platforms such as Real-Time
PCR, Pyrosequencing, Sanger Sequencers and Next-Generation Sequencers, which enable our healthcare
professionals to make informed decisions and improve patient outcomes, thereby strengthening our genetic
diagnostics services to patients.

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Advanced Radiology Services

We provide our advanced radiology services through our diagnostics centers located in Vadodara in Gujarat,
Indore in Madhya Pradesh and Mysuru in Karnataka, and a hospital at Mumbai in Maharashtra. Our radiology
services include magnetic resonance imaging (“MRI”) scans, computed tomography (“CT”) scans, X-rays,
electrocardiogram (ECG), mammography, ultra sound, stress tests and echo cardiography.

Wellness and Preventive Healthcare Packages

Our experience in diagnostics and related healthcare testing and services has allowed us to selectively combine
diagnostics tests into diverse profiles to assist patients seeking to monitor their health and to prevent or treat
diseases and other health conditions. These packages are a combination of a variety of early detection and
diagnostics tests to screen selected diseases and disorders with primary focus on lifestyle diseases. We offer
several packages which are a combination of tests based on age, sex, clinical history, parental history and
affordability for our patients. In addition to pathology tests, the packages also include radiology tests such as ECG,
X-ray, ultra-sound and stress test, and certain other services including audiometry, pulmonary function test,
treadmill test, dexa scan, basic eye and dental check-up, physician consultation and gynaecologist consultation.
The reports issued by us also include preliminary medical advice.

In addition to our services to individual patients, we provide corporate wellness services including pre-
employment health check-ups, annual employee health check-ups, occupational health, safety and wellness and
regular health check-ups.

As of March 31, 2023, we had a total of 25 wellness centers in India, which are operated by us. Each of our
wellness centers includes a dedicated team of radiologists, cardiologists and gynaecologists.

Our Customer Segments

B2C Segment

Individual patients that either walk in to our diagnostics laboratories or CTPs, use our home collection services or
avail our services through our digital platforms (such as our website, WhatsApp chat bot and mobile application),
comprise our B2C segment. We bill such patients on a per test basis and in accordance with our laboratories’
customer fee schedule.
B2B Segment

B2B segment comprises institutional customers: (i) physician offices; (ii) independent private healthcare providers
(such as including large and small-scale private and public sector hospitals, nursing homes, private laboratories,
radiology centers and diagnostics centers) whose patients require diagnostics services; (iii) other institutions (such
as corporate employers, pharmaceutical companies and insurance companies); (v) private healthcare providers
(under laboratory management agreements) and public health agencies (under PPPs) for whom we operate and
manage in-house clinical laboratories; and (vi) contract research organizations and pharmaceutical manufacturers
for whom we conduct studies.

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Pick-up Points

We service independent private healthcare providers including large and small-scale hospitals, clinics, nursing
homes, private laboratories, radiology centers, diagnostics centers, IVF centers and other healthcare service
providers, through over 12,000 pick-up points, as of March 31, 2023, from where we collect test samples on a
daily basis and transport them to our GRL, RRLs or other clinical laboratories for processing. While some of such
healthcare service providers are equipped to process their own specimens for certain tests, they outsource their
specialized testing requirements to us. We enter into agreements with such independent private healthcare.

Hospital and Clinical Laboratory Management

We enter into laboratory management agreements with private hospitals in relation to setting up and managing
“in-hospital” clinical laboratories and conduct onsite testing. Such agreements are typically long-term and are
entered into for terms ranging between one to ten years. We also provide offsite support for more complex testing
needs through our GRL and RRLs as well as other clinical laboratories. Pursuant to the terms of our agreements,
the customer typically provides rent-free space and access to its utilities and other infrastructure, and we provide
the diagnostics equipment and are responsible for all costs relating to personnel, consumables, transportation of
samples and quality control management of the laboratory. Further, we are required to pay a monthly commission
as a percentage of net revenues to the relevant hospital/ institution under such agreements. As of March 31, 2023,
we operate and manage 91 in-hospital laboratories, out of which 10 laboratories are operated under the PPP
contract with the Government of Jharkhand, 24 in-hospital laboratories are operated in Fortis hospitals and 57 in-
hospital laboratories are operated for other private hospitals.

Master Service Agreement with our Promoter, Fortis

Our Company has entered into a master service agreement dated June 2, 2014 (“Master Service Agreement”)
with our Promoter, pursuant to which we operate in-hospital laboratories and conduct on-site testing for our
Promoter and its affiliates. Pursuant to the Master Service Agreement we provide pathology and diagnostic
services at certain hospitals operated by our Promoter and its affiliates, as per the standard service level
requirements and qualitative standards laid down in the Master Service Agreement. We are entitled to a
consideration based on agreed rates linked to the net revenue generated by the laboratories on a monthly basis as
described in the Master Service Agreement. This Master Service Agreement entitles either party to unilaterally
terminate the agreement in the event of, amongst others, a material breach of the provisions of the master service
agreement. The agreement may also be terminated upon mutual consent of the parties or can be extended on
mutually agreed terms. Set out below are details of revenue generated from operating in-hospital laboratories at
hospitals operated by our Promoter and its affiliates for the years indicated:

Fiscal
2021 2022 2023
Particulars % of revenue % of revenue
(₹ (₹ (₹ % of revenue
from from
million) million) million) from operations
operations operations
Revenue from Fortis 1,287.85 12.44% 1,516.84 9.45% 1,622.37 12.04%
Group Entities

The Master Service Agreement is valid until March 31, 2024. Our Company and our Promoter have executed a
binding term sheet dated September 25, 2023 for operating in-hospital laboratories and conducting on-site testing
at certain hospitals operated by our Promoter and its affiliates. In this regard, see “Risk Factors – Internal Risks -
We have entered into a master service agreement with our Promoter and certain other letters/agreements with
our Promoter and its affiliates in respect of providing certain laboratory management services to them and are
dependent on them for a portion of our revenues. Any non-performance, non-renewal/ revision, substantial change
in the agreed rates or termination of such agreements may adversely affect our business, results of operations
and financial condition.” on page 44.

Public-Private Partnership Projects (PPP)

Similar to our laboratory management agreements with private hospitals, we also enter into PPPs with public
agencies to among others, set up and manage “in-hospital” clinical laboratories and conduct diagnostic tests. As
of March 31, 2023, we have two subsisting PPP agreements with the governments of Delhi and Jharkhand for
terms of two and ten years, respectively, which may be extended in accordance with the terms of the agreements.
In the past, we have operated in-hospital clinical laboratories through PPPs in Uttar Pradesh and Himachal

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Pradesh. Pursuant to the PPP agreement entered into between our Subsidiary, Agilus Pathlabs Reach Limited and
the Government of Jharkhand, we operate ten in-hospital clinical laboratories owned by the Government of
Jharkhand and undertake at our own costs, the development, engineering, financing, equipping, operation and
maintenance of the such facilities. Upon the termination of this agreement in the future, we will be required to
transfer the facilities to the Government of Jharkhand. These facilities are advertised under our brand, “Agilus
Diagnostics”. We also pay an annual concession fee to the Government of Jharkhand against the grant of this PPP
contract, which is subject to an annual fee escalation clause. However, we retain the sole right to collect fees for
the services provided to patients. Further, under the PPP agreement with the Government of Delhi, we provide
diagnostic tests, together with laboratory consumables and our phlebotomists, as required for the collection of
specimens by the relevant government health facilities. This agreement contemplates payments to us by such
government health facilities on a monthly basis.

In addition, we were the laboratory diagnostics partner for the Indian Olympic Association for the Tokyo 2020
Olympics and have been selected as their laboratory diagnostics partner for the Paris 2024 Olympics.

Laboratories on Franchise Model

As of March 31, 2023, 37 laboratories out of our total number of 413 laboratories were operated and managed by
our franchise partners. Under this model, the laboratories are operated under our brand name, in accordance with
our standards of operating procedures and quality controls. Such laboratories are operated pursuant to revenue-
sharing arrangements, which are dependent on the revenues for specialized tests versus routine tests performed,
as a function of tests performed at the franchisees’ laboratories versus our laboratories. The franchisees are
responsible for the costs of operating and maintaining their respective laboratories, including for the purchase of
consumables from the list of recommended manufacturers/brands in accordance with the terms of the agreements.
Our franchise agreements are effective unless terminated in accordance with the provisions of the agreements.

Laboratories under regional brands

As of March 31, 2023, we operate certain of our laboratories under our sub-brands due to their popularity in their
respective regions across the country, such as “Dr. Phadke Labs”, “R K Diagnostix” and “Nidanpath” in Mumbai,
“Drs. Tribedi & Roy Diagnostic Laboratory” in Kolkata, “Matrix” in Nasik, “Lifeline Laboratory” in Delhi and
“DDRC” in Kerala.

Clinical Trials and Research

We conduct clinical trials by undertaking diagnostic tests for contract research organizations and pharmaceutical
manufacturers. We have conducted feasibility studies for certain clinical trial requests. Further, we completed
various evaluation and co-marketing studies in relation to diagnostic kits, technologies and tests during the same
period. In addition, we also supported CRO-sponsored clinical trials and provided clinical research studies to
pharmaceutical companies which involves services such as site initiation, specimen analysis, reporting, long term
specimen storage service, data management, EDI and co-ordination among all parties involved in the study.

Logistics and Procedures

Logistics

Our services include: (i) supply of pre-analytical and packing material to all stakeholders in our operational
network; (ii) pick-up of specimen from the site of collection and transportation to our clinical laboratories; and
(iii) delivery of test results to patients- upon request. In order to maintain specimen integrity, we ensure that the
specimens are packed in International Air Transport Association approved packing and are temperature controlled
during long distance transportation.

Our operations are serviced through our own in-house and third party logistics team, locations within each
catchment area are connected through a logistics network comprising a team of third-party couriers and supported
by independent air-freight couriers for longer distance transport. The specimens collected are transported, under
the requisite temperature controlled conditions, to our laboratories via airline, road and rail networks.

Sample Receipt, Registration and Barcoding

Each of our clinical laboratories has an accession department, where specimens are received from our network

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through our internal and external logistics team and home service executives. Specimens delivered to our
laboratories are required to be accompanied by a test request form, which includes information such as test to be
performed and the necessary demographic, medical and billing information of the patients/customers. Each
specimen and its test request form is rechecked for completeness and is then registered into CLIMS, our laboratory
information management system, if not pre-registered at the time of collecting the specimen. CLIMS assigns a
unique identification number and barcode to each specimen, which helps control and manage the entire process
from specimen collection until the release of the test report. The barcode generated is pasted on to the appropriate
patient tubes and the test requisition form. The registration and barcoding is re-checked by a supervisor. Our
accession staff follows specimen acceptance and rejection criteria laid down by our quality team, to ensure that
poor quality or insufficient specimens are not processed. If the specimens are found to be in order, they are
distributed to the relevant department. Further, in the event the specimens are found not to be in order, the patients
are notified through email or call for collection of fresh specimens.

Testing Procedures

A majority of our tests are conducted through fully automated systems. The specimens are placed in the testing
equipment, which can take instructions from CLIMS after reading the sample barcode and automatically connects
to CLIMS for patient and test details. Once the equipment concludes the testing, the results are automatically
uploaded into CLIMS against the relevant barcode. The supervisor of the relevant department closely monitors the
results and order re-checks, as needed. Validated results, if relevant, are then transferred into CLIMS for a medical
review by doctors. Specialty doctors, hematopathologists, pathologists or histopathologists review the results
against the patient’s history and demographics before authorizing the results. If the results in the report are within
the normal reference ranges, the report is auto-authorized by certain of our laboratories and subsequently
automatically uploaded for patients/customers to view through website, mobile application, email or WhatsApp
and can be downloaded by customers. Reports containing results outside reference ranges are reviewed by the
respective doctors prior to being authorized. As part of our standard operating procedure, we select certain test
results for re-testing with no additional cost to customers. To facilitate additional tests and re-checks, we store
specimens for a specified length of time in accordance with our internal policy. Pursuant to our waste management
agreements with authorized third parties, specimens are disposed of through a waste management system that
complies with applicable environment and health and safety laws.

Report

The results from different departments are combined in our system into one test report, which covers result trend
analysis and patient specific interpretations and comments by our doctors in some cases. We prepare detailed
reports for ease of interpretation by doctors and patients. Once the results are uploaded onto our website, the CTPs
or the clinical laboratory that collected the specific specimen, also have access to the reports online. We also offer
health reports called “Smart+ Reports” that provide detailed insights including diet and lifestyle interventions.
We have also implemented quick-responsive (QR) codes on laboratory reports to ensure authenticity.

Sales and Marketing

As of March 31, 2023, our sales and marketing teams comprised over 500 personnel. Our sales and marketing
department is engaged in developing and implementing strategies relating to our services, their pricing and
promotion of such services. This team is responsible for generating new business, identifying new opportunities,
maintaining existing relationships and generating additional revenues from existing customers. It undertakes
planning, budgeting, organizing, implementation, and control of sales programs.

As part of our ethical marketing practices and to disseminate information about new diagnostics modalities and
algorithms, in Fiscal 2023, we engaged with various specialist and super-specialist doctors in “Continuing Medical
Education”. Moreover, we also launched our e-DoS (Directory of Service) in which is a one-stop solution for any
test-related query and is accessible through our website.

In addition, we re-launched our loyalty program as Club Agilus. Customers are entitled to join this program at no
fee and in turn can avail certain privileges such as award of reward points, profile completion and completion of
every transaction with us or through other activities which are periodically introduced in the program. These
reward points can be subsequently redeemed for discounts and privileges at our diagnostics centers and associated
partners.

Further, we have also conducted various health camps in India as well as an “India Fights Diabetes” campaign.

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We have also published a video series about “diagnostics intricacies”, hosted by our doctors, which aims to raise
awareness about lesser-known diagnostics tests and their uses in patient management and diagnosis. We have held
live webinars titled “Let's Talk INext” on various social media platforms for World Cancer Day and Breast Cancer
Awareness Month in collaboration with a regional newspaper agency.

Quality Assurance

We had the largest network of NABL accredited laboratories in India, as of March 31, 2023 (Source: CRISIL
Report). As of March 31, 2023, 43 of our laboratories have obtained accreditations from NABL in the field of
medical testing. Three of our laboratories in India have also been recognized under the NABL M(EL)T Labs and
our laboratories in Mumbai and Dubai have also been accredited by CAP. Moreover, two of our laboratories in
India are certified by National Mycobacteriology Certification System of the Central TB Division, Ministry of
Health, Government of India for Tuberculosis Drug Susceptibility testing by Liquid Culture. Such accreditations
and certifications assist in obtaining referrals from physicians, hospitals and other healthcare service providers,
and choosing us as their diagnostics healthcare service provider.

Our quality (audit, compliance and accreditation) teams play a pivotal role in ensuring the implementation of all
good laboratory practices, ISO 15189 standards, accreditation guidelines and local regulatory requirements across
our laboratories. In order to institute higher level of quality compliance, we follow a concept of “three circles of
quality”. Our lab managers and our local business managers oversee the innermost circle where they undertake
self-audits of laboratories and sample collection facilities. The second circle is managed by the quality assurance
compliance team where they follow an annual calendar of internal audits at all our laboratories and collection
points. The third circle is the assessment through external agency audits, including NABL, CAP and any other
external audits.

Training (onsite, group training, monthly webinars and online modules) of our phlebotomists, laboratory teams,
and channel partners personnel is an integral activity for our quality maintenance. In order to spread awareness
on quality among our employees, we issue various newsletters and other publications including the quarterly e-
newsletter “Quality Compliance Communique” and our monthly e-poster “Quality Cognizance”. In addition, we
are in the process of introducing and implementing the ISO 15189:2022 standard and conduct in-house
comprehensive training programs for the new standard across all our internal laboratory stakeholders.

Information Technology

We leverage our information technology (“IT”) capabilities to enable superior care for our patients and
convenience at affordable prices. Our IT infrastructure is designed to satisfy the requirements of our operations
and support the growth of our business. It helps to ensure the reliability of our operations as well as the security
of patient information.

CLIMS: We have adopted a standardized system approach for delivering core business services including
laboratory, data and billing platforms, through our laboratory management system, CLIMS, which completely
automates our laboratory operations from sample registration to report delivery. This software aims at providing
our customers quality reports with faster TAT. It stores and manages all clinical laboratory data, including patient
demographic, reference details and test results. All our clinical laboratories are connected directly to the main data
center through Internet Protocol Security (IPSec) network tunnels and other secured network tunnels. CTPs
connect to our network via a third-party cloud service. CLIMS also integrates SAP ERP Version 6, an enterprise
software application. While patient test requests are registered in CLIMS, test order details are transferred to SAP
through a middleware for billing and other processes. The National Health Authority has also awarded us with the
“ABDM Integration Completion Certificate” together with “ABDM Integrated” logo for successful initial
integration of laboratory management system, CLIMS, with ABDM.

Data privacy and recovery: Data security and privacy of customer data is an integral part of our information
management. Customer demographic and test results captured as part of the registration and testing process are
stored in a highly secure network and server within our designated datacenter/laboratories, which are assessable
only to authorized personnel. We ensure data loss prevention, data protection and business continuity through
streamlined backup, high availability of redundant application/database servers, dedicated disaster recovery
infrastructure and other strategies including advanced AES 256 bit encryption technologies. Backups are taken at
regular intervals and stored at multiple locations enabling point in time data recovery. In Fiscal 2023, our IT
systems located in Mumbai at Maharashtra and Gurugram at Haryana at “Datacenters” were recertified for ISO

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27001: 2013.

Process automation: We have developed several software tools that take care of small to medium process
automation. This includes customer relationship management (CRM) or service operation, workflow automation
system and human resource management system (HRMS) for appraisals as well as ensuring maximum
productivity of our team and enabling them to perform skilled tasks.

Data collection and analytics: We capture and store a considerable amount of demographic data and test results
in our secured servers during the registration and testing process. Periodic analysis of this data gives us insights
into the prescription patterns and seasonal trends which helps us to improve our operational efficiency. Analytics
also helps us to offer bundled wellness and preventive packages to our customers, which improves our economies
of scale.

Set out below are certain key aspects of our technology infrastructure:

Research and Development

The primary focus of our R&D division is to expand contract research activities fostering specialized business
areas such as genomics, biotechnology and next generation diagnostics. Our R&D team undertakes clinical
research studies, co–marketing projects, contract evaluation, and collaborations. In Fiscal 2023, we launched the
TB whole genome sequencing test. Further, in Fiscal 2023, we collaborated for beta testing of the innovative
Universal Identification test based on the 4th generation sequencing technology, i.e., NANOPORE. Certain recent
undertakings by our R&D division are set out below:

• Central evaluation of kits/reagents for Indian manufacturers on demand:

The following two tests/technologies were undertaken and concluded: (a) Electrolyte Analyzer, DiaSys
Diagnostics India Private Limited; and (b) Molecular Assay kit for Sepsis and Antimicrobial Resistance genes
testing, GeNei Laboratories Private Limited.

• Execution of clinical trials/Co-marketing studies:

We undertook a comparison of antibiotic susceptibility of “Nadifloxacin” with commonly isolated aerobic

micro-organisms, which was a study sponsored by the Dr. Reddy’s Laboratories. Further, we carried out a
growth factor estimation in “Platelet Rich Plasma” using four different brands of PRP vacutainers, which was

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 a study sponsored by Wockhardt Regenerative.

Our skilled medical and scientific team includes distinguished individuals. For instance, Dr. Avinash Phadke is
the President – Technical and Mentor (Clinical Pathology). He has been associated with our Company for 13
years. He has experience as a pathologist and is responsible for the functioning of pathology services of our
Company. Dr. Anurag Bansal is the Technical Director – Agilus Fortis Labs and Agilus Labs (North and East)
and Director – Lab Operations Gurgaon Reference Laboratory. He has been associated with our Company for
more than four years. He has experience in haematology and is responsible for the lab operations in our Company.
Dr. Ajay Phadke is the Director – Strategic Business Development. He has been associated with our Company for
11 years and is responsible for the strategic business development of our Company. Dr. Abha Kullar Sabhikhi is
the Advisor and Mentor - Technical COE & Academics. She has been associated with our Company for more
than 15 years and is responsible for the pathology department of our Company. Dr. Deepakkumar Ramniklal
Sanghavi. He is the Vice President & Chief of Mumbai Reference Lab. He oversees the lab operations including
hematology, flow cytometry, chemistry (routine, special and analytical chemistry), ELISA, IFA, allergy, maternal
screening, therapeutic drug monitoring and test method validation. He has been associated with our Company for
the last two years. Narinder Kumar Mehra is the Mentor HLA and Transplant Immunology. He has industry
experience and is an acclaimed expert in the area of transplant immunology and clinical immunogenetics. He has
been associated with our Company for more than seven years and is responsible for the HLA, transplant
immunology and clinical immunogenetics department of our Company.

Equipment Maintenance

We do not own majority of our laboratory equipment and instead typically source them on a placement basis from
various vendors under equipment and product supply agreements or reagent purchase agreements with terms
ranging between one and seven years. In certain cases, where we purchase the equipment, we are typically
provided with a 12-month supplier warranty for any defects, malfunctions and repairs required. We also enter into
annual maintenance contracts or comprehensive maintenance contracts for most of our equipment with the
respective manufacturers or their authorized dealers, under which the manufacturer or dealer is responsible for the
maintenance and repair of equipment. In addition, such maintenance contracts make the manufacturer or dealer
responsible for replacing spare parts at their own cost.

Competition

The diagnostics services industry is highly competitive. The diagnostics chains face competition among
themselves in terms of patient sample volumes and aggressive pricing of tests, impacting their profitability
(Source: CRISIL Report). We compete with various smaller, independent clinical laboratories as well as
laboratories owned by hospitals and physicians including standalone regional and national players. According to
the CRISIL Report, some of the largest competitors include Dr Lal PathLabs Limited and Metropolis Healthcare
Limited. For further information, see “Industry Overview” on page 121.

We believe that our focus on innovation, patient-centric initiatives and affordable pricing provide us a competitive
advantage over the other players in the diagnostics industry.

Intellectual Property

We have applied for the registration of trademarks in relation to our new brand name and logo, “Agilus
Diagnostics” and “Agilus” which is currently objected/opposed. Please also see “Risk Factors - Our trade mark
applications in relation to our new brand, “Agilus Diagnostics” and “Agilus” are not yet registered, and some
have been objected/opposed by other parties. Any inability to obtain registration or otherwise protect our
intellectual property rights, or any exposure to misappropriation and infringement claims by third parties, could
have an adverse effect on our business, reputation, financial condition and results of operations.” on page 38.
Further, as of date of this Draft Red Herring Prospectus, we have 48 registered trademarks under the Trade Marks
Act, 1999 under various classes, which presently we do not use for our business operations. Further, we have five
registered copyrights under the Copyright Act, 1957 in relation to our computer software.

Environment, Health and Safety Matters

We are committed to our sustainability roadmap with the aim to reduce our carbon footprint. We place key focus
on energy management across all our facilities and carry out regular monitoring of energy consumption trends for
key centers. We leverage our latest technology to achieve energy conservation and subsequent savings.

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In addition, we have undertaken steps for utilizing alternate sources of energy and have undertaken capital
investment on energy conservation equipment. These include a transition to the latest VRV technology,
installation of capacitor banks, timer-based AC operation, a transition to the latest rotary type compressor, a
transition to modular UPS, installation of LEDs and planned preventive maintenance of electrical utilities.

We are subject to Indian laws and regulations relating to the protection of the environment, human health and
safety, and laws and regulations relating to the handling, transportation and disposal of medical specimens,
infectious and hazardous waste and radioactive materials. All our laboratories are subject to applicable laws and
regulations relating to biohazard disposal of all laboratory specimens. For further information, see “Key
Regulations and Policies” on page 192.

Corporate Social Responsibility

In accordance with the Companies Act, 2013 and the rules thereunder, we have a formal Corporate Social
Responsibility (“CSR”) policy, approved by our Board of Directors. Our CSR policy strives towards building and
sustaining a healthier populace. The policy elucidates the concept of growing our business in a socially and
environmentally responsible manner, actively empowering communities and driving social development and
positive change.

In Fiscals 2021, 2022 and 2023, we spent ₹29.55 million, ₹40.86 million and ₹51.27 million, respectively, towards
our CSR initiatives. In Fiscal 2023, our Company contributed ₹50.97 million to IIT Madras for the Sudha
Gopalakrishnan Brain Centre, In Fiscal 2022, our Company contributed our CSR fund to “PM CARES Fund”
which has the primary objective of dealing with and providing relief to emergency or distress situations, such as
the COVID-19 pandemic. Further, our Company contributed ₹22.10 million to the Indian Council of Medical
Research in Fiscal 2021.

Employees

As of March 31, 2023, we had a total of 7,061 employees, including 438 doctors, 4,176 technicians and
paramedical staff and 2,447 support staff located in India, and 84 full-time employees located outside India. As
of the same date, 48.14% of our total employees were women. Out of our 438 doctors, 336 doctors are engaged
as consultants with our Company as of March 31, 2023. As of the date of this Draft Red Herring Prospectus, none
of our employees were members of labor unions.

Set out below are our employee details as of March 31, 2023:

Employee function Number of employees

Lab Operation 6,033
Imaging 300
Sales and marketing 506
Other functions 222
Total 7,061

Training and Development

We undertake regular training of our phlebotomists, laboratory teams including technicians, and channel partners
which includes our franchisees using onsite, group training, monthly webinars and online modules. We undertake
various training and development initiatives such as: (i) Nneev, a training program, focused on the on-boarding of
new employees and providing a business/functions overview and technical training to the laboratory operations
team; (ii) Tech Talk, for our technical team members focused on knowledge and insights across departments and
is typically conducted by technologists under the guidance of the laboratory heads; and (iii) Mission Shunya
program, which is focused on educating our technologists and other staff to reduce pre-analytical errors. We also
maintain a focus on ensuring a safe workplace for our employees and regularly organize seminars/ online
refreshers on the prevention of sexual harassment-related practices.

Insurance

Our laboratories, diagnostics centers and other office locations, including our Registered Office and Corporate
Office, are insured against fire, riots and certain special perils, including earthquakes and terrorism damage. We

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also have several other insurance policies covering our employees against loss of life, accidents and medical
claims, equipment and machinery, money-transit, fidelity guarantee and statutory employee liability insurance,
risks relating to computer systems equipment including data breach and cyber-attack, burglary causing loss of
inventory, and uncertain claims from customers and external entities. We have also procured professional
indemnity, errors and omissions policy, directors’ and officers’ liability insurance policy for claims made against
our employees, directors and officers.

Property

Our Company’s Registered Office is located at Fortis Hospital, Sector-62, Phase-VIII, Mohali - 160062, Punjab,
India and our Corporate Office is located at 306, Tower-A, 3rd Floor, Unitech Cyber Park, Sector-39, Gurugram
– 122 002, Haryana, India. Our Registered Office is owned by Escorts Heart and Super Specialty Hospital Limited,
a member of our Promoter Group, which is occupied by us on a leasehold basis. In this regard, our Company and
Escorts Heart and Super Specialty Hospital Limited have entered into a lease deed dated September 25, 2023
which is valid for a period of 11 months. See “Risk Factors – Internal Risks - Our Registered Office, Corporate
Office and most of our laboratories and other facilities are not owned by us and are leased by us. Any failure to
enforce or renew our lease agreements, may have an adverse impact on our business, results of operations and
financial condition” on page 59. As of March 31 2023, apart from our GRL in Mumbai and a patient service centre
in Kolkata, all other laboratories and patient service centers are operated pursuant to lease or leave and license
agreements.

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 KEY REGULATIONS AND POLICIES

Given below is a summary of certain major sector specific and relevant statutes, rules and/or policies, which are
applicable to our business operations in India. Taxation statutes such as the Income-tax Act, 1961, Customs Act,
1962, the Central Goods and Service Tax Act, 2017, and other miscellaneous regulations and statutes apply to us
as they do to any Indian company.

The information in this section has been obtained from various statutes, rules and/or local legislations available
in the public domain. The description of the applicable statutes, rules and/or local legislations as given below has
been provided in a manner to provide general information to the investors and may not be exhaustive and is
neither designed nor intended to be a substitute for professional legal advice. The indicative summary is based
on the current provisions of applicable law, which are subject to change or modification or amended by
subsequent legislative, regulatory, administrative, or judicial decisions.

Under the provisions of various Central Government and State Government statutes and legislations, our
Company is required to obtain and regularly renew certain licenses or registrations and to seek statutory
permissions to conduct our business and operations. For details, see the section titled “Government and Other
Approvals” on page 375.

Key Legislations Applicable to our Company and Material Subsidiaries

The Clinical Establishments (Registration and Regulation) Act, 2010 (“CERR Act”)

The CERR Act is a central legislation which provides for the registration and regulation of clinical establishments.
Defined under the CERR Act, a clinical establishment includes a place established in connection with the
diagnosis or treatment of diseases where pathological, bacteriological, genetic, radiological, chemical, biological
investigations or other diagnostic or investigative services with the aid of laboratory or other medical equipment,
are usually carried on. The CERR Act mandates the registration of a clinical establishment. Every clinical
establishment is mandated to obtain a certificate of provisional registration and thereafter, upon fulfilment of
prescribed standards, a certificate of permanent registration from the district registering authority which is valid
for five years from the date of issue. Further, the councils established at the national and state levels under the
CERR Act are, inter alia, required to maintain registers, develop and periodically review the minimum standards
to be followed by the clinical establishments and hearing appeals against orders of the district registering authority.

In addition, most of the States in India where we operate have legislated their own clinical establishment laws.
These legislations are inter alia the (i) Bombay Nursing Homes Registration Act, 1949; (ii) West Bengal Clinical
Establishments (Registrations, Regulation and Transparency) Act, 2017; (iii) Tamil Nadu Clinical Establishments
(Regulation) Act, 1997; (iv) Punjab State Nursing Home Registration Act, 1991, (v) Delhi Nursing Homes
Registration Act, 1953 and (vi) Karnataka Private Medical Establishments Act, 2007, as amended.

The Clinical Establishments (Central Government) Rules, 2012 (“CECG Rules”)

The CECG Rules inter alia provide for conditions for registration and continuation of clinical establishments. In
terms of the CECG Rules, clinical establishments are required to (i) charge rates for each type of procedure and
service within the range of rates determined by the Central Government, (ii) display the rates in a local language
as well as in English language in a conspicuous place, (iii) ensure compliance with the standard treatment
guidelines issued by the Central Government and state governments, (iv) maintain electronic medical and health
records of patients and statistics.

The Ministry of Health and Family Welfare (“MHFW”) vide its notifications dated May 18, 2018 and February
14, 2020 amended the CECG Rules. Through the amendment in 2018, the MHFW introduced minimum standards
for medical diagnostic laboratories (or pathological laboratories), stipulated that each clinical establishment
undertaking diagnosis or treatment of diseases, pathological, bacteriological, genetic, radiological, chemical,
biological investigations or other diagnostic or investigative services should carry on such services with the aid
of laboratory or other medical equipment, to comply with the minimum standards of facilities and services.
Through the amendment in 2020, the MHFW substituted schedule III relating to human resources and modified
the specifications therein.

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Certain States in India have framed rules under the CERR Act or under the respective state legislations for clinical
establishments, prescribing inter alia the powers of the registration authority, procedure for registration of clinical
establishments and applicable fee.

The Preconception and Pre-Natal Diagnostic Techniques (Prohibition of Sex Selection) Act, 1994 (“PCPNDT
Act”)

The PCPNDT Act was enacted to provide for the prohibition of sex selection, before or after conception and for
the regulation of pre-natal diagnostic techniques for the purposes of detecting genetic abnormalities or metabolic
disorders or chromosomal abnormalities or certain congenital malformations or sex-linked disorders and for the
prevention of their misuse for sex determination leading to female foeticide. The PCPNDT Act regulates the
registration of genetic counselling centres, laboratories or clinics, and lays down conditions for performing pre-
natal diagnostic techniques. The PCPNDT Act prohibits any person, organisation, including genetic counselling
centre, laboratory or clinic from issuing, publishing or distributing any advertisement regarding facilities of pre-
natal determination of sex at the genetic counselling centres, genetic laboratories or genetic clinics. The central
supervisory board constituted under the PCPNDT Act is authorised to lay down a code of conduct to be observed
by persons working in any genetic counselling centre, genetic laboratory or genetic clinic. The appropriate
authority appointed by Central Government and the respective State Governments are conferred with powers inter
alia to grant, suspend or cancel the registration certificate of a genetic counselling centre, laboratory or clinic. The
PCPNDT Act lays down instances under which penal action may be taken against genetic counselling centres,
genetic laboratories and genetic clinics including non-registration, communicating to the pregnant woman
concerned or her relatives or any other person the sex of the foetus by words, signs or in any other manner by the
person conducting pre-natal procedures or any other person. Contravention of any of the provisions of the
PCPNDT Act shall be punishable with imprisonment for a term which may extend to three years and with fine
which may extend to ten thousand rupees and on any subsequent conviction, with imprisonment which may extend
to five years and with fine which may extend to fifty thousand rupees. The PCPNDT Act was amended by the
Pre-Natal Diagnostic Techniques (Regulation and Prevention of Misuse) Amendment Act, 2002.

The Preconception and Pre-Natal Diagnostic Techniques (Prohibition of Sex Selection) Rules, 1996
(“PCPNDT Rules”)

The PCPNDT Rules prescribe qualifications of employees, requirement of equipment for a genetic counselling
centre, genetic laboratory, genetic clinic, ultrasound clinic and imaging centre. The PCPNDT Rules stipulate the
format in which an application for registration should be made by such centre, laboratory or clinic before the
appropriate authority appointed under the PCPNDT Act and lays down the manner in which records are to be
maintained and preserved by such genetic counselling centre, genetic laboratory or genetic clinic. The PCPNDT
Rules provide for a code of conduct and conditions to be followed by owners, employees or any other persons
associated with a genetic counselling centre, genetic laboratory and genetic clinic registered under the PCPNDT
Act.

National Accreditation Board for Hospitals and Healthcare Providers (“NABH”) Policies

NABH is a constituent board of the Quality Council of India, set up to establish and operate accreditation
programme for healthcare organisations. NABH is structured to cater to much desired needs of the consumers and
to set benchmarks for progress of health industry. NABH undertakes the accreditation of hospitals and healthcare
organisations through certain policies including the policies & procedures for assessment, surveillance and
reassessment of healthcare organisations, policy and guidelines for use of NABH accreditation/ certification mark.
NABH offers a certification programme for laboratories that conduct biological, microbiological, immunological,
chemical, haematological, pathological, cytological or other examination of materials derived from the human
body for the purpose of providing information for the diagnosis, prevention and treatment of disease.

National Accreditation Board for Testing and Calibration Laboratories (“NABL”)

NABL is an autonomous body established under the aegis of the Department of Science and Technology,
Government of India. NABL provides the government, regulators and the diagnostic industry with a set of policies
for laboratory accreditation through third-party assessment including policy on accreditation process and
procedure, specific criteria for accreditation of calibration laboratories (mechanical, fluid flow, radiological,
electro-technical & thermal calibration). Through these measures, NABL formally recognizes the quality and
technical competence of testing and calibration laboratories in accordance with international standards ISO 15189:
2012. NABL certification is a mandatory eligibility condition for diagnostic centres to be empanelled under the

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Central Government Health Scheme. Diagnostic laboratories which are not accredited by NABL may also
participate in application and get empanelled under the Central Government Health Scheme but their empanelment
is provisional till they are inspected by the Quality Council of India or NABL and are recommended for
continuation of empanelment under the Central Government Health Scheme, however, there is no legal obligation
to obtain certification from NABL.

ICMR Guidelines for Good Clinical Laboratory Practices, 2021 (“GCLP Guidelines”)

The GCLP Guidelines issued by the Indian Council of Medical Research (“ICMR”) are with the objective of
promoting uniformity in maintaining quality of laboratory services. The first GCLP guidelines were issued in the
year 2008. The GCLP Guidelines are a set of principles that define the quality system for the organisational
process and conditions under which laboratory studies are planned and performed. The GCLP Guidelines aim to
establish minimum criteria which should be followed by clinical and research laboratories involved in examining
human samples, in routine healthcare delivery and clinical research, respectively. The GCLP Guidelines regulate
the (i) infrastructure, (ii) personnel training, (iii) equipment, (iv) examination processes, (v) sample storage and
disposal, (vi) safety and hygiene measure, (vii) ethical considerations, and (viii) quality control and management.

The Atomic Energy Act, 1962 (“AE Act”)

In order to ensure the safe disposal of radioactive waste and public safety, including that of persons handling
radioactive substances, the AE Act empowers the Central Government to regulate the disposal of minerals,
concentrates and other materials which contain uranium in excess of the prescribed proportion. The AE Act states
that the Central Government may prohibit acquisition, production, possession, use, disposal, export or import of
any prescribed equipment or substance, except under a license granted by it to that effect. Further, the AE Act
enables the Central Government to make rules regarding premises or places where radioactive substances are
manufactured, produced, mined, treated, stored or used or radiation generating plant, equipment or appliance is
used. Where an offence under the AE Act has been committed by a company, every person who at the time the
offence was committed was in charge of, and was responsible to, the company for the conduct of the business of
the company as well as the company, shall be deemed to be guilty of the offence and shall be liable to be proceeded
against and punished accordingly. The AE Act was amended in 2015 vide the Atomic Energy (Amendment) Act,
2015.

The Atomic Energy (Radiation Protection) Rules, 2004 (“AERP Rules”)

The AERP Rules stipulate that every person intending to use any radioactive material for any purpose, in any
location and in any quantity, has to comply with the requirements of AE Act. The AERP Rules mandate every
person handling radioactive material or operating any radiation generating equipment to apply for a license which
may be subsequently modified, revoked or withdrawn at the discretion of the competent authority and such license
is valid for a period of five years from the date of its issue. The AERP Rules lay down conditions precedent to the
issue of a license as well as various compliance measures regarding inter alia maintenance of radiation protection
equipment and health surveillance of workers. The AERP Rules also prescribe certain general safety guidelines,
directives for emergency preparedness and accidents.

The AERP Rules also require every licensee to comply with the surveillance procedures, safety codes and safety
standards specified by the Atomic Energy Regulatory Board (“AERB”). Every license issued, unless otherwise
specified, is valid for a period of five years from the date of issuance of such license. The AERP Rules provide
for radiation surveillance requirements that provide that the siting, design, construction, commission, operation,
servicing and maintenance and decommissioning of facilities involving the use of radiation should be done in
accordance to the specifications laid down by competent authority in the relevant safety codes and standards; the
workers should be subjected to personnel monitoring and health surveillance and appropriate record of the same
to be maintained; the transport of radioactive material in public domain should be in accordance to the relevant
regulations pertaining to transport by different modes; and appropriate quality assurances of the premises must be
maintained.

The Atomic Energy (Safe Disposal of Radioactive Wastes) Rules, 1987 (“AE Rules”)

The AE Rules have been framed to ensure the safe disposal of radioactive wastes. Under the AE Rules, an
authorization from the competent authority as per the prescribed procedure is necessary for any person to dispose
of radioactive waste, and the waste may only be disposed off in accordance with the terms and conditions of such
authorization. The competent authority constituted under AE Act can suspend, cancel authorisation in event that

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the authorised person fails to comply with the conditions of the authorisation or with any provisions of the AE
Act or the AE Rules. The AE Rules lay down specific duties for the authorised person and various safety measures
to be adhered to for discharging radioactive waste and the procedure to be followed in the event of accidental
release. Further, records are required to be maintained all disposals and handling of radioactive waste and the
persons carrying it out.

The Radiation Surveillance Procedure for Medical Applications of Radiation, 1989 (“Surveillance
Procedures”)

The Surveillance Procedures seek to ensure that procedures and operations involving radiation installation,
radiation equipment and radioactive materials are performed in conjunction with a pre-planned surveillance
programme approved by the competent authority to ensure adequate protection. Any person desirous of handling
any radioactive material or radiation equipment is required to obtain prior permission in the form of either a license
or an authorization from the competent authority. The Surveillance Procedures prescribe the working conditions
that are to be ensured at every medical radiation installation and provide safety guidelines regarding, inter alia,
design safety of equipment, planning of radiation instalments, commissioning of radiation equipment or
installations, maintenance of records and isolation and disposal of radioactive effluents or damaged radioactive
material.

Atomic Energy Regulatory Board – Safety Code for Manufacture, Supply and Use of Medical Diagnostic X-
Ray Equipment dated October, 2016 (“X-ray Code”)

The X-Ray Code, issued by the AERB, governs radiation safety in design, installation and operation of X-ray
generating equipment for medical diagnostic purposes. The X-Ray Code stipulates that all medical X-ray
machines are required to be operated in accordance with the requirements stipulated therein and that it is the
responsibility of the employer, employee and end user of medical X-ray installation equipment to ensure
compliance with the stipulated provisions. The X-Ray Code mandates that only the medical X-ray machines
approved by the AERB can be installed for use in compliance with the specific requirements of the X-Ray Code,
including in relation to location and orientation.

Atomic Energy Regulatory Board – The Safety Code for Nuclear Medicine Facilities, 2011 (“Nuclear Medicine
Facilities Code”)

The Nuclear Medicine Facilities Code, issued by the AERB, governs the operations of a nuclear medicine facility
from the setting up to decommissioning of such facility. Nuclear medicine utilizes radio-pharmaceuticals to
investigate disorders of anatomy, physiology and patho-physiology, for diagnosis or treatment of diseases or both.
The Nuclear Medicine Facilities Code stipulates that a nuclear medicine facility can be commissioned,
decommissioned or re-commissioned only with the prior approval of the AERB. The Nuclear Medicine Facilities
Code further stipulates that radioactive material can only be procured after obtaining a license from the AERB. In
addition to this, the Nuclear Medicines Facilities Code stipulates the requisite qualifications and responsibilities
of employers, licensees, nuclear medicine physicians and technologists and the radiological safety officers. The
Nuclear Medicines Facilities Code also provides a framework for preparing an emergency preparedness plan to
deal with a radiation emergency.

Epidemic Disease Act, 1897 as amended by the Epidemic Diseases (Amendment) Act, 2020 (“Epidemic
Diseases Act”),

The Epidemic Diseases Act is a central legislation that provides for the prevention of spread of a dangerous
epidemic disease. It prescribes certain powers to the State government and Central Government to take special
measures to prevent the spread of epidemic diseases. The Epidemic Diseases Act lays down certain enforcement
measures which the State government can take to protect clinical establishments and healthcare service personnel
from acts of violence including levying penalty and punishment.

Guidelines relating to import of blood samples

The Guidelines for Exchange of Human Biological Material for Biomedical Research Purposes issued by the
Central Government on November 19, 1997 authorise the ICMR to set up a committee for consideration of
proposals relating to the import of biological materials, such as blood samples, for commercial purposes and/or
evaluation of cases involving transfer of infectious biological material, human biological waste or other cases for
commercial purposes from foreign research centres to Indian diagnostic laboratories.

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The Transplantation of Human Organs Act, 1994 (“Transplantation Act”)

An act to provide for the regulation of removal, storage and transplantation of human organs for therapeutic
purposes and for the prevention of commercial dealings in human organs. As per the Transplantation Act, a
hospital which is engaged in the removal, storage or transplantation of human organs must be registered under the
Transplantation Act. The Central Government and State Government are empowered to constitute an appropriate
authority to regulate the grant of registration, enforce standards, investigate complaints and inspect hospitals.

The Medical Termination of Pregnancy Act, 1971 (“MTP Act”)

An act to provide for the termination of certain pregnancies by medical practitioners. The Act stipulates the
timelines and conditions for the termination of pregnancies. The MTP Act was further amended in 2021 pursuant
to the Medical Termination of Pregnancy (Amendment) Act, 2021. The MTP Act is to be read with the Medical
Termination of Pregnancy Rules, 2003 (“MTP Rules”). The MTP Rules stipulate the constitution of a district
committee to perform certain functions and lay down the conditions for registration of places for conducting
termination and their cancellation.

Key environmental legislations

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. EP Act empowers the
Central Government and State Government to take all measures to protect and improve the quality of environment,
such as laying down standards for emission and discharge of environmental pollutants. It is in the form of an
umbrella legislation designed to provide a framework for Central Government to coordinate the activities of
various central and state authorities established under previous laws. Further, the EP Rules specify, inter alia, the
standards for emission or discharge of environmental pollutants and restrictions on the handling of hazardous
substances in different areas. The EP Rules have been amended pursuant to the Environment Protection (Second)
Amendment Rules, 2022. 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.

Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) and Air (Prevention and Control of
Pollution) Rules, 1982 (“Air Rules”)

The Air Act was enacted to provide for the prevention, control and abatement of air pollution in India. It is a
specialised legislation which was enacted to take appropriate steps for the preservation of natural resources of the
earth, which among other things include the preservation of the quality of air and control of air pollution. The Air
Act requires that establishments must apply for and obtain consent from the State pollution control board (“State
PCB”) prior to commencing any activity. We are required to obtain consents under the Air Act.

Water (Prevention and Control of Pollution) Act, 1974 (the “Water Act”) and Water (Prevention and Control
of Pollution) Board, 1975 (“Water Rules”)

The Water Act was enacted to control and prevent water pollution and for maintaining and restoring of
wholesomeness of water in the country. The Water Act was enacted to control and prevent water pollution and
for maintaining or restoring the purity of water in India. The objective of this legislation is to ensure that domestic
and industrial pollutants are not discharged into streams and wells without adequate treatment. The Water Act
requires that establishments must apply for and obtain consent from the State PCB prior to commencing any
activity or opening of any new outlets or discharges, which are likely to discharge sewage or effluent. We are
required to obtain consents under the Water Act.

The 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
authorization 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

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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 authorization, 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.

Drugs and Cosmetics Act, 1940 (“Drugs Act”)

The Drugs Act regulates the import, manufacture, distribution and sale of drugs and cosmetics. As per the Drugs
Act, drugs include all medicines for internal and external use, substances used for diagnosis and treatment and
cosmetics means any articles to be rubbed, poured, sprinkled or sprayed on the human body for altering
appearance. The Drugs Act lays down certain standards of quality for drugs and cosmetics to be imported,
manufactured, sold and distributed, respectively. The Drugs Act also lays down penalties for certain offences.

Key labour-related legislation

The various labour and employment related legislations that may apply to our operations, from the perspective of
protecting the workers’ rights and specifying registration, reporting and other compliances, and the requirements
that may apply to us as an employer, would include, among others, the following: (i) Contract Labour (Regulation
and Abolition) Act, 1970; (ii) relevant State specific shops and commercial establishment legislations; (iii)
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952; (iv) Employees’ State Insurance Act, 1948;
(v) Minimum Wages Act, 1948; (vi) Payment of Bonus Act, 1965; (vii) Payment of Gratuity Act, 1972; (viii)
Payment of Wages Act, 1936; (ix) Maternity Benefit Act, 1961; (x) Apprenticeship Act, 1961; (xi) Equal
Remuneration Act, 1976; (xii) Employees’ Compensation Act, 1923; and (xiii) Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.

In order to rationalize and reform labour laws in India, the Government has enacted the following codes, which
will be brought into force on a date to be notified by the Central Government:

(a) Code on Wages, 2019, which regulates and amalgamates wage and bonus payments and subsumes four
existing laws namely – the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of
Bonus Act, 1965 and the Equal Remuneration Act, 1976. It regulates, inter alia, the minimum wages payable
to employees, the manner of payment and calculation of wages and the payment of bonus to employees. The
Central Government has notified certain provisions of the Code on Wages, mainly in relation to the
constitution of the central advisory board.

(b) Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the
conditions of employment in industrial establishments and undertakings, and the investigation and settlement
of industrial disputes. It subsumes and simplifies the Trade Unions Act, 1926, the Industrial Employment
(Standing Orders) Act, 1946 and the Industrial Disputes Act, 1947.

(c) Code on Social Security, 2020, which amends and consolidates laws relating to social security, and subsumes
various social security related legislations, inter alia including the Employee’s State Insurance Act, 1948, the
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961,
Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Payment of Gratuity Act, 1972.
It governs the constitution and functioning of social security organisations such as the Employee’s Provident
Fund Organisation and the Employee’s State Insurance Corporation, regulates the payment of gratuity, the
provision of maternity benefits and compensation in the event of accidents that employees may suffer, among
others.

(d) The Occupational Safety, Health and Working Conditions Code, 2020, consolidates and amends the laws
regulating the occupational safety and health and working conditions of the persons employed in an
establishment. It replaces 13 old central labour laws including the Factories Act, 1948, Contract Labour
(Regulation and Abolition) Act, 1970, the Building and Other Construction Workers (Regulation of
Employment and Conditions of Service) Act, 1996 and the Inter-State Migrant Workmen (Regulation of
Employment and Conditions of Service) Act, 1979.

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Certain portions of the Code on Wages, 2019 and Code on Social Security, 2020, have come into force upon
notification by the Ministry of Labour and Employment. The remaining provisions of these codes shall become
effective as and when notified by the Government of India.

Foreign Investment Laws

Foreign investment in India is governed by the provisions of the FEMA Non-Debt Instruments Rules along with
the FDI Policy issued by the DPIIT, from time to time. Further, the RBI has enacted the Foreign Exchange
Management (Mode of Payment and Reporting of Non-Debt Instruments) Regulations, 2019 which regulate the
mode of payment and reporting requirements for investments in India by a person resident outside India. The
DPIIT on October 29, 2020, has issued the consolidated Foreign Direct Investment Policy of 2020, which lays
down certain guidelines and conditions for foreign direct investment in various sectors.

Foreign trade in India is governed by the provisions of the Foreign Trade (Development and Regulation) Act,
1992 (“FTA”), read along with the Foreign Trade (Regulation) Rules, 1993, provide for the development and
regulation of foreign trade by facilitating imports into, and augmenting exports from, India. The FTA authorize
the government to formulate as well as announce the export and import policy and to keep amending the same on
a timely basis. The FTA read with the Foreign Trade Policy, 2023, prohibit anybody from undertaking any import
or export except under an importer-exporter code (“IEC”) number granted by the Director General of Foreign
Trade.

Overseas Direct Investment (“ODI”)

RBI and Ministry of Finance (“MoF”) has combined erstwhile FEMA (Transfer or Issue of Foreign Security)
Regulations, 2004 and FEMA (Acquisition and Transfer of immovable property outside India) Regulations, 2015
into FEMA (Overseas Investment) Regulations, 2022, FEMA (Overseas Investment) Rules, 2022 and Foreign
Exchange Management (Overseas Investment) Directions, 2022, in terms of which an Indian entity is allowed to
make ODI under the automatic route up to limits prescribed by the RBI, which currently should not exceed 400%
of its net worth as on the date of the last audited balance sheet.

Other applicable legislations

Consumer Protection Act, 2019 (“CPA”)

The CPA, which repealed the Consumer Protection Act, 1986, was enacted to provide for protection of the
interests of consumers and for the said purpose, to establish authorities for timely and effective administration and
settlement of consumers' disputes. Further, the definition of “consumer” has been expanded under the CPA to
include persons engaged in online and offline transactions through electronic means or by tele-shopping, or direct-
selling or multi-level marketing. The CPA empowers the Central Government to constitute the Central Consumer
Protection Authority to be known as the Central Authority to regulate matters relating to the violation of rights of
consumers, unfair trade practices and false or misleading advertisements which are prejudicial to the interests of
the public and consumers, and to promote, protect and enforce the rights of consumers as a class, and conduct
inquiries or investigations under the CPA. In cases of manufacturing for sale or storing, selling or distributing or
importing products containing an adulterant, the imprisonment may vary between six months to seven years and
fine between one lakh to ten lakh depending upon the nature of injury to the consumer.

Trade Marks Act, 1999 (“Trademarks Act”) and the Trade Marks Rules, 2017 (“Trademarks Rules”)

The Trademarks Act provides for the application and registration of trademarks in India for granting exclusive
rights to marks such as a brand, label and heading and obtaining relief in case of infringement of such marks. The
Trademarks Act permits registration of trademarks for goods and services and prohibits any registration of
deceptively similar trademarks or compounds, among others. It also covers infringement of trademarks and
falsifying and falsely applying for trademarks. As per the Trademarks Act, any person found to be falsifying
trademarks shall be punishable with imprisonment for a term which shall not be less than six months but which
may extend to three years and with fine which shall not be less than fifty thousand rupees but which may extend
to two lakh rupees. The Trademarks Rules provide for inter alia the procedures for filing an application for
registration of trademarks to the Trade Marks Registry (“Registry”) and for filing an opposition to any application
for registration of a trademark.

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The Patents Act, 1970 (“Patents Act”)

The Patents Act governs the patent regime in India. A patent is an intellectual property right relating to inventions
and grant of exclusive right, for limited period, provided by the Government to the patentee, for excluding others
from making, using, selling and importing the patented product or process or produce that product. In addition to
the broad requirement that an invention must satisfy the requirements of novelty, utility and non-obviousness in
order for it to avail patent protection, the Patents Act further provides that patent protection may not be granted to
certain specified types of inventions and materials even if they satisfy the above criteria.

Information Technology Act, 2002 (“IT Act”) Information Technology (Reasonable security practices and
procedures and sensitive personal data on information) Rules, 2011 (“IT Rules”)

The IT Act and IT Rules aim to protect sensitive personal data such as medical records and history which is
collected by an individual or a person who is involved in commercial or professional activities. Further, the IT
Rules pose an obligation on such persons to provide a privacy policy for handling of or dealing in sensitive
personal data. Such policy should be made available and should also be published on the website of the persons
collecting such information.

The Digital Personal Data Protection Act, 2023 (“Data Protection Act”)

The Data Protection Act provides for collection and processing of digital personal data by companies. According
to the Data Protection Act, the individual to whom the data relates is termed as the data principal and any person
who determines the purpose and means of processing of personal data is a data fiduciary. The Central Government
may notify any data fiduciary or class of data fiduciaries as a significant data fiduciary, based on an assessment
of such relevant factors as it may determine. These significant data fiduciaries will be required to fulfil certain
additional obligations under the Data Protection Act including appointment of a data protection officer who will
be the point of contact between such fiduciaries and individuals for grievance redressal. Further such data
fiduciaries will also be required to appoint an independent data auditor who will evaluate their compliance with
the Data Protection Act. The provisions of the Data Protection Act shall come into force upon being notified by
the Central Government.

Other Indian laws

In addition to the above, our Company is also required to comply with other applicable laws and regulations
imposed by the Central and State Governments and other authorities for its day-to-day operations, including the
Companies Act and rules framed thereunder, various central and state tax laws, municipal laws, fire safety laws
and legal metrology laws, to the extent applicable.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief history of our Company

Our Company was originally incorporated as “Specialty-Ranbaxy Private Limited” in Delhi, a private limited
company under the Companies Act, 1956, pursuant to a certificate of incorporation dated July 7, 1995 issued by
the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. On March 30, 1996, our Company
became a deemed public limited company and the endorsement to this effect was made on March 30, 1996 on the
original certificate of incorporation dated July 7, 1995. The name of our Company was first changed to “SRL
Ranbaxy Limited” pursuant to a special resolution dated June 3, 2002 and the certificate of incorporation dated
December 13, 2002 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana at New Delhi. This change
was consequent to the termination of the joint venture agreement with Specialty Laboratories Asia Pte. Limited
and Ranbaxy Laboratories Limited on January 18, 2002. Thereafter, the name of our Company was changed to
“Super Religare Laboratories Limited” pursuant to a special resolution dated August 14, 2008 and the certificate
of incorporation dated August 28, 2008 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana at
New Delhi, to reflect the correct identity and business of the Company. The name of our Company was further
changed to “SRL Limited” pursuant to the special resolution dated June 28, 2012 and the certificate of
incorporation dated July 6, 2012 issued by the Registrar of Companies, N.C.T. of Delhi and Haryana at New
Delhi, to reflect the abbreviation of our previous name. Recently, the name of our Company was changed to its
present name, “Agilus Diagnostics Limited”, pursuant to a special resolution dated May 21, 2023 and the fresh
certificate of incorporation dated May 31, 2023 issued by the Registrar of Companies, Punjab and Chandigarh at
Chandigarh, consequent to the expiry of the brand license agreement dated November 10, 2015.

Changes in the registered office of our Company

Except as disclosed below, our Company has not changed its registered office since its incorporation.

Date of change Details of change Reasons for change

May 8, 2002 The registered office of our Company was changed from 25, To expand the business operations of
Nehru Place, New Delhi, 110019, India to B-9, Maharani Bagh, our Company in north India and to
New Delhi, 110065, India. create additional space for staff to be
appointed.
February 14, The registered office of our Company was changed from B-9, To facilitate better control,
2006 Maharani Bagh, New Delhi, 110065, India to Piccadily House, administration and management of
275-276, 4th Floor, Captain Gaur Marg, Srinivas Puri, New the business operations.
Delhi, 110065, India.
February 2, 2009 The registered office of our Company was changed from For administrative convenience.
Piccadily House, 275-276, 4th Floor, Captain Gaur Marg,
Srinivas Puri, New Delhi, 110065, India to 3rd Floor, 6 Devika
Tower, Nehru Place, New Delhi, 110019, India
January 1, 2010 The registered office of our Company was changed from 3rd For administrative convenience.
Floor, 6 Devika Tower, Nehru Place, New Delhi, 110019, India
to Plot No. D-3, A Wing, 2nd Floor, District Centre, Saket, New
Delhi,110017, India.
December 20, The registered office of our Company was changed from Plot No. To exercise better administrative and
2016 D-3, A Wing, 2nd Floor, District Centre, Saket, New economic control, reduce overheads,
Delhi,110017, India to Fortis Hospital, Sector 62, Phase – VIII, eliminate duplication of records,
Mohali, 160062, Punjab, India. rationalise and streamline the
operations, management of affairs of
our business and to enable better
administration and easier supervision
of our statutory records.

Main Objects of our Company

The main objects contained in the Memorandum of Association of our Company are as mentioned below:

“III (A) 1. To establish, maintain and manage clinical reference laboratories to provide testing, diagnostic and
prognostic monitoring services.

III (A) 2. To establish, provide, maintain and conduct the business of research laboratories and workshops for
clinical, diagnostic and prognostic tests.

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III (A) 3. To provide medical and/or surgical methods of treatments for diseases.

III (A) 4. To manufacture, buy, sell, import, export, hire, let on lease, maintain, repair, service or otherwise deal
in any or all kinds of diagnostic aids, machinery, apparatus, equipments, spare parts, instruments or accessories,
required for clinical reference laboratories, testing, diagnostic and prognostic monitoring services.

III (A) 5. To carry on and undertake the business of acting in any capacity as corporate agents for activities such
as but not limited to financial services, insurance companies, pension companies and to carry out all incidental
& allied activities related thereto to prospective investors, depositors, insurance client, customer, client for any
type of financial and saving instruments including fixed deposits, postal savings, bonds, debentures, units and
other securities, mutual funds, equity and preference shares and other type of securities of companies, life and
non-life insurance products, and other products of similar type and description.”

The main objects as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out.

Amendments to our Memorandum of Association

Set out below are the amendments to our Memorandum of Association in the ten years preceding the date of this
Draft Red Herring Prospectus:

Date of Shareholders’
Nature of amendment
resolution
December 2, 2016 Clause V of our Memorandum of Association was amended to reflect the re-classification of
the authorised share capital of ₹ 960,000,000 comprising of 61,333,334 equity shares of ₹ 10
each, 10,000,000 redeemable preference shares of ₹ 10 each and 12,333,333 compulsorily
convertible preference shares of ₹ 20 each into ₹ 960,000,000 comprising of 71,333,334 equity
shares of ₹ 10 each and 12,333,333 compulsorily convertible preference shares of ₹ 20 each.
December 2, 2016 Clause V of our Memorandum of Association was amended to reflect the increase in our
authorised share capital from ₹ 960,000,000 comprising of 71,333,334 equity shares of ₹ 10
each and 12,333,333 compulsorily convertible preference shares of ₹ 20 each to ₹ 970,000,000
comprising of 72,333,334 equity shares of ₹ 10 each and 12,333,333 compulsorily convertible
preference shares of ₹ 20 each.
December 2, 2016 Clause V of our Memorandum of Association was amended to reflect the re-classification of
the authorised share capital of ₹ 970,000,000 comprising of 72,333,334 equity shares of ₹ 10
and 12,333,333 compulsorily convertible preference shares of ₹ 20 each into of ₹ 970,000,000
comprising of 89,000,000 Equity Shares of ₹ 10 each and 4,000,000 Compulsorily Convertible
Preference Shares of ₹ 20 each.
December 2, 2016 Clause II of our Memorandum of Association was amended to reflect the shift in registered
office from National Capital Territory of Delhi to the State of Punjab.
May 21, 2023 Clause I, the name clause of our Memorandum of Association was amended to reflect the new
name of our Company, “Agilus Diagnostics Limited”.
May 21, 2023 Clause C of our Memorandum of Association containing details of other objects of our
Company was deleted to align our Memorandum of Association with the requirements of the
Companies Act, 2013.

Major events and milestones of our Company

The table below sets forth the key events in the history of our Company:

Calendar Year Events

1996 Commenced laboratory operations in Mumbai, Maharashtra, India.
1999 Mumbai laboratory received NABL accreditation and our Company became the first diagnostic
player in India to receive accreditation for its labs from the NABL (Source CRISIL Report).
2002 Mumbai laboratory received CAP accreditation.
2005 Commenced clinical trial service.
2006 Established and launched the regional reference laboratory in Gurugram, Haryana.
2007 Established and launched the regional reference laboratory in Kolkata, West Bengal.
2007 Commenced partnership with Mayo Clinic Laboratories for testing services.
2009 Invested in Agilus Diagnostics Nepal Private Limited and executed the joint venture agreement to
establish a joint venture.

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 Calendar Year Events
2009 Commenced H1N1 testing in India.
2010 Acquired Agilus Pathlabs Private Limited to establish a wholly owned subsidiary.
2012 Received a grant of recognition from the Maharashtra University of Health Sciences and commenced
the fellowship course on molecular pathology.
2013 Entered into a memorandum of agreement with the Government of Himachal Pradesh Department
of Health and Family Welfare and Rogi Kalyan Samities to establish and operate pathology
laboratories in 23 government hospitals in Himachal Pradesh.
2013 Launched Next Generation Sequencing.
2013 Launched Sanger Sequencing Based Assays.
2015 Established Agilus Pathlabs Reach Limited as a wholly owned subsidiary of the Company.
2015 Entered into a public private partnership with the government of Uttar Pradesh to provide diagnostic
services at district hospitals in the State.
2016 Acquired 100% shareholding in Agilus Diagnostics FZ LLC Dubai, pursuant to which Agilus
Diagnostics FZ LLC Dubai became a wholly owned subsidiary of our Company.
2018 Executed an agreement with a global health organisation on April 30, 2018 for providing diagnostics
services on a pan India level for a project.
2018 Entered into a consortium agreement for collaborating on the use of AI for health services with a
leading technology company.
2020 Launched 19 RT-PCR laboratories for COVID-19 testing.
2020 Launched Smart health reports with actionable health insights for better health and wellness
outcomes.
2021 Acquired the remaining 50% shareholding in DDRC Agilus Pathlabs Limited, pursuant to which
DDRC Agilus Pathlabs Limited became a wholly owned subsidiary of our Company.
2021 Chosen to be the ‘Lab Diagnostics Partner’ of the Indian Olympic Association for the 2020 Tokyo
Olympic games and 2024 Paris Olympic games.
2021 Became the first laboratory chain in India to integrate its laboratory management system with
Ayushman Bharat Digital Mission under the national health authority (Source CRISIL Report).
2022 Acquired the brand and business of Dr. Ponkshe Pathlab, one of the pathologists in Nagpur,
Maharashtra, India.
2023 Awarded a tender floated by the Government of N.C.T. of Delhi, Directorate General of Health
Services for providing laboratory services and setting up extension counters at its various patient
health centres, mohalla clinics and government health facilities hospitals.
2023 Acquired the business of Lifeline Laboratory, a diagnostics company based in New Delhi, India.
2023 Changed the name of the Company and launched the new brand identity of “Agilus Diagnostics
Limited”.

Key awards, accreditations or recognitions

The following are the key awards, accreditations and recognitions received by our Company:

Calendar Year Awards, accreditations and recognitions

2011 Our Company won the “Diagnostic Service Provider: Company of the Year” award by Frost &
Sullivan in 2011.
2013 Our Company won the “Operational Excellence in Diagnostics” award at the FICCI Healthcare
Excellence Awards, 2013.
2018 Our Company won the “Best Diagnostics Centre” award at the CNBC-TV18 India Healthcare and
Wellness Awards, 2017-18.
2020 Our Company won with the “Diagnostic Chain of the Year (National)” award at the ET Healthworld
India Diagnostics Award, 2020 hosted by the Economic Times.
2021 Our Company won the “Driving Healthcare Innovation” award at the Supply Chain Logistics
Excellence Awards, 2021 hosted by the CII Institute of Logistics.
2021 Our Company won the “bronze” award in “COVID Diagnostics Brand Award” at the India Health
and Wellness Summit, 2021.
2022 Our Company won the “Excellence in Pan India Diagnostics (Pathology)” award at the Healthcare
Excellence Awards, 2022 hosted by Businessworld.
2022 Our Company won the “Diagnostic Chain of the Year” award at the national level at the Economic
Times Healthcare Summit, 2022.
2022 Our Company won the “gold” award in “Excellence in Pathology Services” at the India Health &
Wellness Summit, 2022.
2022 Our Company won the “silver” award in “Excellence in Home Diagnostics Services” at the India
Health & Wellness Summit, 2022.
2022 Our Company won the “Bronze” award for Best Learning Management System at the Economic
Times Future Skills Awards, 2022.

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 Calendar Year Awards, accreditations and recognitions
2023 Our Company won the “Best Customer Experience in Service Sector” award at the Customer Fest
Leadership Awards, 2023.
2023 Our Company won the “Outstanding Pathology Services” and “Excellence in High-End Diagnostics”
awards at the Elets Global Healthcare Summit and Awards, Dubai, 2023.

For details in relation to key accreditations received by our Company, see “Our Business - Quality Assurance” on
page 187.

Significant financial and/or strategic partners

Our Company does not have any significant financial and/or strategic partners as on the date of this Draft Red
Herring Prospectus.

Time and/or cost overruns

There have been no time or cost overruns in the setting up of projects by our Company since incorporation.

Launch of key products or services, entry in new geographies or exit from existing markets, capacity /
facility creation and location of plants

For details of key products or services launched by our Company, capacity or facility creation, entry in new
geographies or exit from existing markets by our Company, see “– Major Events and Milestones of our Company”
and “Our Business” on pages 201 and 170, respectively.

Defaults or rescheduling / restructuring of borrowings with financial institutions / banks

As on the date of this Draft Red Herring Prospectus, there are no instances of defaults, restructuring or
rescheduling of borrowings availed by our Company from financial institutions or banks.

Details regarding material acquisition or divestment of business or undertakings in the last 10 years

Except as disclosed below, there are no material acquisitions or divestments of business or undertakings by our
Company in the last 10 years preceding the date of this Draft Red Herring Prospectus:

Share Purchase Agreement dated March 24, 2021 by and between DDRC Agilus Pathlabs Limited, certain
individual sellers and our Company (“DDRC SPA”).

Pursuant to a joint venture agreement dated January 6, 2006 read with the addendum dated January 23, 2012
between Elsy Joseph, Ajith Joy Kizhakkebhagathu, and Joy Joseph Kizhakkebhagathu (“DDRC Group”) and our
Company, (“DDRC JV Agreement”), DDRC Agilus Pathlabs Limited was established as a joint venture entity,
with our Company and the DDRC Group having equal shareholding and board representation. Thereafter, as per
the terms of the DDRC SPA, our Company purchased 250,000 equity shares of face value of ₹ 10 each to acquire
the remaining 50% shareholding in DDRC Agilus Pathlabs Limited from the DDRC Group for a consideration of
3,500 million. As part of the acquisition, the intellectual property rights of “DDRC” were assigned to our
Company. To enable the consummation of the acquisition and record the mutual understanding of the parties, our
Company and the DDRC Group also entered into the joint venture termination agreement dated April 5, 2021
(“DDRC JV Termination Agreement”) to terminate the DDRC JV Agreement. Consequent to the execution of
the DDRC SPA and the DDRC JV Termination Agreement, DDRC Agilus Pathlabs Limited has been classified
as a wholly owned subsidiary of our Company.

Share Sale and Purchase Agreement dated June 30, 2016 by and between Fortis Healthcare International Pte.
Limited, Agilus Diagnostics FZ LLC and our Company (“Agilus Diagnostics FZ LLC SSPA”)

As per the terms of the Agilus Diagnostics FZ LLC SSPA, our Company acquired 300 equity shares of face value
AED 1,000 each of Agilus Diagnostics FZ LLC from Fortis Healthcare International Pte. Limited for a
consideration of USD 2,000,000. Pursuant to the acquisition, Agilus Diagnostics FZ LLC has become a wholly
owned subsidiary of our Company.

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Details of subsisting Shareholders’ agreements

Except as disclosed below, our Company does not have any subsisting shareholders’ agreements among our
Shareholders vis-a-vis our Company:

Share Subscription Agreement dated June 12, 2012 by and between International Finance Corporation
(“IFC”), NYLIM Jacob Ballas India Fund III LLC (“NJBIF”), Avigo PE Investments Limited (now known
as Resurgence PE Investments Limited) (“Resurgence”), Spring Healthcare India Trust (“Spring Domestic”),
Spring Healthcare (P) Limited (“Spring Offshore”), Sabre Capital (Mauritius) Limited (“SCML”), our
Promoter and our Company (“SSA”).

Pursuant to the SSA, IFC and NJBIF agreed to subscribe to fully paid up compulsorily convertible preference
shares of our Company of par value of ₹ 20 each issued at a premium of ₹ 280 each (“CCPS”). IFC agreed to
subscribe to 4,000,000 CCPS for a subscription price of ₹ 300 per CCPS aggregating to ₹ 1,200.00 million and
NJBIF agreed to subscribe to 8,333,333 CCPS for a subscription price of ₹ 300 per CCPS aggregating to ₹
2,500.00 million. Pursuant to such subscription and purchase of CCPS, IFC and NJBIF acquired 32% and 68% of
the preference share capital of our Company. The SSA provides the conditions of subscription, particulars of the
use of proceeds and mandatory conversion process of the CCPS. Further, SCML, Resurgence, Spring Domestic
and Spring Offshore had entered into share subscription agreements dated April 11, 2011 and April 27, 2011
(“Existing SSAs”) with our Company, pursuant to which they were issued Equity Shares. The SSA supersedes
such Existing SSAs.

Shareholders’ agreement dated June 12, 2012, between NJBIF, IFC, SCML, Resurgence, Spring Domestic,
Spring Offshore, the Promoter and the Company (“2012 Shareholders’ Agreement”) read with amendment
agreement dated March 30, 2021 (“Amendment Agreement”) and waiver cum amendment agreement dated
September 29, 2023 (“Waiver cum Amendment Agreement”). The 2012 Shareholders’ Agreement, Amendment
Agreement and the Waiver cum Amendment Agreement are together referred to as the “Shareholders’
Agreement”.

NJBIF, IFC, SCML, Resurgence, Spring Domestic, Spring Offshore, the Promoter and our Company entered into
the 2012 Shareholders’ Agreement to record the terms and conditions governing the parties to the 2012
Shareholders’ Agreement, their respective rights, obligations, shareholding and provisions relating to management
of the Company. Subsequently, our Company, Promoter, IFC, Resurgence and NJBIF entered into the
Amendment Agreement, consequent to the transfer of Equity Shares that were held by SCML, Spring Domestic
and Spring Offshore in our Company and their consequent cessation as shareholders of our Company. The
Amendment Agreement also amended certain terms of the 2012 Shareholders’ Agreement including rights of IFC,
Resurgence and NJBIF (together, “Investors") and the Promoter in the Company.

Pursuant to the 2012 Shareholders’ Agreement read with the Amendment Agreement, the Investors have certain
rights such as (i) right to nominate directors on our Board; (ii) transfer restriction rights along with tag along
rights; (iii) information, reporting and inspection rights; and (iv) consent right in case of certain reserved matters
such as amendment of any charter document of the Company, any merger, de-merger, voluntary winding up or
dissolution, and authorising or undertaking any reduction of capital or share repurchase or buy back of shares by
the Company. The Promoter’s rights include, inter alia, the (i) right to nominate a majority of the directors on our
Board, (ii) right of first offer, (iii) inspection rights and (iv) pre-emptive rights in relation to anti-dilution of
shareholding in the Company. The 2012 Shareholders’ Agreement read with the Amendment Agreement also has
certain other provisions in relation to the management of our Company such as procedure for holding board and
shareholder meetings and the quorum for such meetings.

The 2012 Shareholders’ Agreement read with the Amendment Agreement provides for an exit option to the
Investors by way of a third party sale right, pursuant to which, if the Company has not undertaken necessary steps
towards consummation of an initial public offer in accordance with the terms of the 2012 Shareholders’
Agreement read with the Amendment Agreement, the Investors have (i) a right to issue a notice to the Company
to initiate a process to identify a suitable buyer for all or a portion of their equity shares (“Third Party Sale
Right”), and (ii) in case there is no ongoing process under the Third Party Sale Right, a put option right against
the Promoter, pursuant to which each Investor has the right to deliver a written notice to the Promoter (within a
certain exercise period) informing the Promoter that it wishes to sell all equity shares held by it to the Promoter
or any person identified by the Promoter and the Promoter or the person identified by the Promoter shall be
obligated to purchase such equity shares at the fair market value determined by an independent valuer (“Put
Option”). The Third Party Sale Right and the Put Option are together referred to as “Exit Rights”.

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Pursuant to the Waiver cum Amendment Agreement, to the extent waivers are necessary to facilitate the Offer,
the parties have agreed to waive certain of their rights such as right of first offer, transfer by Investors, information,
reporting and inspection rights at the stage of filing the Draft Red Herring Prospectus / Red Herring Prospectus,
as applicable. The Waiver cum Amendment Agreement gives a right to each Investor to appoint one observer at
the meetings of the IPO Committee.

In terms of the Waiver cum Amendment Agreement, the Investors have agreed to suspend the Exit Rights until
the earlier of (i) April 4, 2024, or such other further date as may be mutually agreed in writing, among the parties;
or (ii) the date of the withdrawal of the Offer, in accordance with the Waiver cum Amendment Agreement, subject
to applicable laws. In the event final observations from SEBI on the DRHP are issued by March 31, 2024, or such
other further date as may be mutually agreed in writing among the Parties, the Investors have agreed that the Exit
Rights shall automatically get suspended further until the earlier of (i) expiry of a period of six months from the
date of issue of final observations by SEBI on the DRHP or such other further date as may be mutually agreed in
writing among the parties; or (ii) the date of the withdrawal of the Offer in accordance with the Waiver cum
Amendment Agreement, after prior good faith consultation with the Investors, subject to applicable law.

Further, in terms of the Waiver cum Amendment Agreement, our Company and IFC have agreed to enter into a
policy rights agreement (“Policy Rights Agreement”) which shall be executed prior to filing of the Red Herring
Prospectus, pursuant to which our Company has agreed to certain covenants and to provide certain information
pertaining to matters relating to inter alia, litigation, environmental compliance, insurance, anti-corruption and
certain inspection rights, subject to applicable laws. The Policy Rights Agreement will be effective from the date
of receipt of final listing and trading approvals from the Stock Exchanges for listing and trading of the Equity
Shares pursuant to the Offer, until the date when IFC holds Equity Shares of our Company, which shall be subject
to applicable laws, to the extent applicable.

In accordance with the Waiver cum Amendment Agreement, from the date of filing of the Red Herring Prospectus
with the RoC, Part B of the Articles of Association shall automatically terminate, without any further action by
the Company or Shareholders.

The 2012 Shareholders’ Agreement read with the Amendment Agreement and the Waiver cum Amendment
Agreement shall automatically terminate, including all rights available to the Promoter and/or the Investors under
the 2012 Shareholders’ Agreement read with the Amendment Agreement and the Waiver cum Amendment
Agreement, upon the receipt of final listing and trading approvals from the Stock Exchanges in relation to the
Offer, except for certain clauses related to confidentiality, dispute resolution and governing law that will continue
to survive termination.

From the date of receipt of final listing and trading approvals from the Stock Exchanges in relation to the Offer,
the Promoter intends to continue with its right to appoint majority of directors on the Board of our Company,
provided that such right shall be effective only from the date of receipt of approval of the Shareholders of the
Company by way of a special resolution at the Shareholders’ meeting held by the Company post listing of the
Equity Shares pursuant to the Offer and incorporation of such right in the Articles of Association. The Board of
Directors of the Company shall initiate necessary actions in this regard post listing of the Equity Shares on the
Stock Exchanges, in accordance with applicable laws.

Other Material Agreements

Except as disclosed above in this section and as follows, our Company has not entered into any subsisting material
agreement, including with strategic partners, joint venture partners and/or financial partners, other than in the
ordinary course of business.

Joint Venture Agreement dated April 23, 2009 by and between Life Care Services Private Limited and our
Company read with the amendment agreement dated November 19, 2010, the addendum dated September 25,
2011 (“Addendum”) and the amendment to the Addendum dated March 12, 2015 (“Amendment”) (the “Agilus
Nepal JV Agreement”).

As per the terms of the Agilus Nepal JV Agreement, Agilus Diagnostics Nepal Private Limited, a joint venture
company was incorporated. The objective of establishing the joint venture company was for operating pathology
laboratories and diagnostic centres in the territory of Nepal by combining our Company’s expertise, know-how
and brand name with the local knowledge and distribution capacity of Life Care Services Private Limited in Nepal.

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Our Company and Life Care Services Private Limited have equal shareholding and board representation of two
directors each, in Agilus Diagnostics Nepal Private Limited. The chairman of the board of directors and the
managing director of Agilus Diagnostics Nepal Private Limited are to be alternatively appointed by our Company
and Life Care Services Private Limited. Further capital infusion in Agilus Diagnostics Nepal Private Limited is
to be done by our Company and Life Care Services Private Limited through either equity or debt in proportion to
their existing holding in Agilus Diagnostics Nepal Private Limited. The Agilus Nepal JV Agreement may be
terminated mutually by the parties or upon an event of default by either party. To further the objective of Agilus
Diagnostics Nepal Private Limited and to overcome the lack of availability of equipment, expertise and
technologies for pathology testing in Nepal, the Agilus Nepal JV Agreement was amended in 2011 and 2015to
allow such test samples to be sent to India for tests which could not be done in Nepal.

Details regarding mergers or amalgamation in the last 10 years

Our Company has not been party to any merger or amalgamation in the 10 years preceding the date of this Draft
Red Herring Prospectus.

Details regarding revaluation of assets in the last 10 years

Our Company has not revalued its assets in the 10 years preceding the date of this Draft Red Herring Prospectus.

Guarantees given by our Promoter Selling Shareholders

Our Promoter is not a Selling Shareholder in the Offer.

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 OUR HOLDING COMPANY, OUR SUBSIDIARIES, AND OUR JOINT VENTURE

As on date of this Draft Red Herring Prospectus, our Company has one Holding Company, four Subsidiaries and
one Joint Venture.

Holding Company of our Company

Fortis Healthcare Limited is our Promoter and Holding Company. For details in relation to its nature of business,
capital structure and shareholding pattern see, “Our Promoter and Promoter Group – Details of our Promoter”
on page 232.

Subsidiaries of our Company

As on the date of this Draft Red Herring Prospectus, our Company has four Subsidiaries (two of which are Material
Subsidiaries), the details of which are below.

1. Agilus Pathlabs Private Limited

Corporate information

Agilus Pathlabs Private Limited was incorporated as a private limited company under the name ‘Drs. Tribedi
& Roy Diagnostic Laboratories Private Limited’ under the Companies Act, 1956, pursuant to a certificate of
incorporation dated May 20, 1999, issued by the Registrar of Companies, Maharashtra at Mumbai. It became
a deemed public limited company and the word private was deleted from its name with effect from August 7,
1999. On September 12, 2001 the word ‘Private’ was added and it became a private limited company. It was
subsequently renamed ‘NPIL Laboratories and Diagnostics Private Limited’ and a fresh certificate of
incorporation was issued on December 16, 2003. It was subsequently renamed ‘Piramal Diagnostic Services
Private Limited’ and a fresh certificate of incorporation was issued on May 15, 2008. It was subsequently
renamed ‘SRL Diagnostics Private Limited’ and a fresh certificate of incorporation was issued on June 21,
2011 by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi. It was
subsequently renamed ‘Agilus Pathlabs Private Limited’ and a fresh certificate of incorporation was issued
on July 27, 2023. Its CIN is U85195DL1999PTC217659, and its registered office is situated at Plot No. 160
(Ground and First Floor), Pocket D-11, Sector 8, Rohini, New Delhi – 110 085, Delhi, India.

Nature of business

Agilus Pathlabs Private Limited is engaged in the business of running, owning, managing, administering,
establishing diagnostic centers, scan centers, clinical pathological testing laboratories, medical centers and
nursing homes and conducting research laboratories and experimental workshops for scientific and technical
researches.

Capital structure

No. of equity shares of face value of

Particulars
₹ 10 each
Authorised equity share capital of ₹ 50,000,000 5,000,000
Issued, subscribed and paid-up equity share capital of ₹ 39,582,000 3,958,200

Shareholding pattern

The shareholding pattern of Agilus Pathlabs Private Limited as on the date of this Draft Red Herring
Prospectus is as follows:

S. No. of equity shares of Percentage of total equity

Name of the shareholder
No. face value ₹ 10 each share capital (%)
1. Company 39,58,180 99.99
2. Fortis Healthcare Limited* 15 Negligible
3. Fortis Hospitals Limited* 1 Negligible
4. Hiranandani Healthcare Private Limited* 1 Negligible
5. Agilus Pathlabs Reach Limited* 1 Negligible

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 S. No. of equity shares of Percentage of total equity
Name of the shareholder
No. face value ₹ 10 each share capital (%)
6. Escorts Heart Institute and Research Centre 1 Negligible
Limited*
7. Adayu Mindfulness Limited (formerly Fortis La 1 Negligible
Femme Limited)*
Total 3,958,200 100.00
*Nominee of our Company

2. DDRC Agilus Pathlabs Limited

Corporate information

DDRC Agilus Pathlabs Limited was incorporated as a private limited company under the name ‘DDRC
Wellspring Pathlabs Private Limited’ under the Companies Act, 1956, pursuant to a certificate of
incorporation dated April 28, 2006, issued by the Registrar of Companies, Maharashtra at Mumbai. It was
subsequently renamed ‘DDRC Piramal Diagnostic Services Private Limited’ and a fresh certificate of
incorporation was issued on January 29, 2009. It was subsequently renamed ‘DDRC SRL Diagnostics
Private Limited’ and a fresh certificate of incorporation was issued on August 8, 2011. It was converted into
a public limited company, ‘DDRC SRL Diagnostics Limited’, and a fresh certificate of incorporation was
issued on June 8, 2022 by the Registrar of Companies, Maharashtra at Mumbai. It was subsequently renamed
‘DDRC Agilus Pathlabs Limited’ and a fresh certificate was issued on July 26, 2023. Its CIN is
U85190MH2006PLC161480, and its registered office is situated at 4th Floor, Prime Square, Plot No.1
Gaiwadi Industrial Estate, S.V. Road, Goregaon (West), Mumbai – 400 062, Maharashtra, India.

Nature of business

DDRC Agilus Pathlabs Limited is engaged in the business of establishing, acquiring, running, owning,
managing, administering diagnostic centers, clinical pathological testing laboratories and medical centers.

Capital structure

No. of shares of face value of ₹ 10

Particulars
each
Authorised equity share capital of ₹ 10,000,000 1,000,000
Authorised preference share capital of ₹ 115,000,000 11,500,000
Issued, subscribed and paid-up equity share capital of ₹ 5,000,000 500,000

Shareholding pattern

The shareholding pattern of DDRC Agilus Pathlabs Limited as on the date of this Draft Red Herring
Prospectus is as follows:

Percentage of total
S. No. of equity shares of
Name of the shareholder equity share capital
No. face value ₹ 10 each
(%)
1. Company 249,995 49.99
2. Agilus Pathlabs Private Limited 250,000 50.00
3. Hiranandani Healthcare Private Limited* 1 Negligible
4. Escorts Heart Institute and Research Centre Limited* 1 Negligible
5. Fortis Hospitals Limited* 1 Negligible
6. Agilus Pathlabs Reach Limited* 1 Negligible
7. Adayu Mindfulness Limited (formerly Fortis La Femme 1 Negligible
Limited)*
Total 500,000 100.00
*Nominee of our Company

3. Agilus Pathlabs Reach Limited

Corporate information

Agilus Pathlabs Reach Limited was incorporated as a public limited company under the name ‘SRL Reach

208
 Limited’ under the Companies Act, 2013, pursuant to a certificate of incorporation dated May 1, 2015, issued
by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New Delhi. It was
subsequently renamed ‘Agilus Pathlabs Reach Limited’ and a fresh certificate of incorporation was issued
on July 5, 2023 by the Registrar of Companies, National Capital Territory of Delhi and Haryana at New
Delhi. Its CIN is U85100DL2015PLC279712, and its registered office is situated at Plot No. 160 (Ground
and First Floor), Pocket D-11, Sector 8, Rohini, New Delhi-110085, Delhi, India.

Nature of business

Agilus Pathlabs Reach Limited is engaged in the business of establishing, developing, operating, maintaining
and managing pathology laboratories to provide testing and diagnostic services.

Capital structure

No. of equity shares of face value of

Particulars
₹ 10 each
Authorised equity share capital of ₹ 80,000,000 8,000,000
Issued, subscribed and paid-up equity share capital of ₹ 80,000,000 8,000,000

Shareholding pattern

The shareholding pattern of Agilus Pathlabs Reach Limited as on the date of this Draft Red Herring
Prospectus is as follows:

Percentage of total
S. No. of equity shares of
Name of the shareholder equity share capital
No. face value ₹ 10 each
(%)
1. Company 7,999,994 99.99
2. Fortis Healthcare Limited* 1 Negligible
3. Hiranandani Healthcare Private Limited * 1 Negligible
4. Agilus Pathlabs Private Limited* 1 Negligible
5. Fortis Hospitals Limited* 1 Negligible
6. Adayu Mindfulness Limited (formerly Fortis La Femme 1 Negligible
Limited)*
7. Escorts Heart Institute and Research Centre Limited* 1 Negligible
Total 8,000,000 100.00
*Nominee of our Company

4. Agilus Diagnostics FZ LLC

Corporate information

Agilus Diagnostics FZ LLC was incorporated on February 11, 2009 as a free zone entity with a limited
liability under the name of ‘Super Religare Laboratories International FZ-LLC’ under commercial license
number 358 issued by the Dubai Healthcare City Authority of the Government of Dubai. It was subsequently
renamed ‘SRL Diagnostics FZ-LLC’ and a certificate of name change was issued on March 6, 2014. It was
subsequently renamed ‘Agilus Diagnostics FZ LLC’ and a certificate of company name change was issued
by the Dubai Healthcare City Authority of the Government of Dubai on July 3, 2023. Its registered office is
situated at Units No. 1018 and 1019, Building No. 64, Dubai Healthcare City, P.O. Box: 505 143, Dubai,
United Arab Emirates.

Nature of business

Agilus Diagnostics FZ LLC is authorised under its memorandum of association to carry on all business
permitted under the commercial license issued to it by the Dubai Healthcare Authority of the Government of
Dubai and is engaged in the business of operating as diagnostic center and medical laboratories.
Capital structure

No. of equity shares of face value of

Particulars
AED 1,000 each
Authorised equity share capital of AED 1,471,000 1,471

209
 No. of equity shares of face value of
Particulars
AED 1,000 each
Issued, subscribed and paid-up equity share capital of AED 1,471,000 1,471

Shareholding pattern

The shareholding pattern of Agilus Diagnostics FZ LLC as on the date of this Draft Red Herring Prospectus
is as follows:

S. No. of equity shares of face Percentage of total equity

Name of the shareholder
No. value AED 1,000 each share capital (%)
1. Company 1,471 100.00
Total 1,471 100.00

Joint Venture of our Company

As on the date of this Draft Red Herring Prospectus, our Company has one Joint Venture, the details of which are
provided below.

1. Agilus Diagnostics Nepal Private Limited

Corporate information

Agilus Diagnostics Nepal Private Limited was incorporated as a private limited company under the name
‘Super Religare Reference Laboratories (Nepal) Private Limited’ pursuant to a certificate of incorporation
dated August 7, 2009, issued by the Office of the Company Registrar, Nepal. Its registration number is
64795/066/067. It was subsequently renamed ‘SRL Diagnostics (Nepal) Private Limited’ and a fresh
certificate of incorporation was issued on January 27, 2013. It was subsequently renamed ‘Agilus Diagnostics
Nepal Private Limited’ and a fresh certificate of incorporation was issued on July 26, 2023. Its registered
office is situated at Ward No 3, Maharanjgunj, Kathmandu, Nepal.

Nature of business

Agilus Diagnostics Nepal Private Limited is engaged in the business of operating pathology lab relating to
human health.

Capital structure

No. of equity shares of face value of

Particulars
Nepalese Rupees 100 each
Authorised equity share capital of Nepalese Rupees 70,000,000 700,000
Issued, subscribed and paid-up equity share capital of Nepalese Rupees 480,000
48,000,000

Shareholding pattern

The shareholding pattern of Agilus Diagnostics Nepal Private Limited as on the date of this Draft Red Herring
Prospectus is as follows:

No. of equity shares of Percentage of total

S.
Name of the shareholder face value Nepalese equity share capital
No.
Rupees 100 each (%)
1. Company 240,000 50.00
2. Life Care Services Private Limited 240,000 50.00
Total 480,000 100.00

Accumulated profits or losses

As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses of our Subsidiaries
and Joint Venture, which are not accounted for by our Company in its Restated Consolidated Financial
Information.

210
Common pursuits

All of our Subsidiaries and our Joint Venture are engaged in the same line of business as that of our Company and
accordingly, there are certain common pursuits between our Subsidiaries, our Joint Venture and our Company.
However, there is no conflict of interest amongst our Subsidiaries and Joint Venture and our Company. Our
Company will adopt the necessary procedures and practices as permitted by law and regulatory guidelines to
address any conflict situations as and when they arise.

Business interest between our Company and our Subsidiaries and our Joint Venture

Except as stated in “Our Business” and “Restated Consolidated Financial Information – Note 39 – Related party
disclosures” on pages 170 and 279, respectively, none of our Subsidiaries and our Joint Venture have any business
interest in our Company.

Other confirmations

The equity shares of our Holding Company are listed on the Stock Exchanges. However, none of our Subsidiaries
are listed on any stock exchange in India or abroad. Further, none of our Subsidiaries have been refused listing in
the last ten years by any stock exchange in India or abroad, nor have any of our Subsidiaries failed to meet the
listing requirements of any stock exchange in India or abroad.

211
 OUR MANAGEMENT

Board of Directors

The Companies Act, 2013 and the Articles of Association of our Company require that our Board shall comprise
of not less than three Directors and not more than 15 Directors, provided that our Shareholders may appoint more
than 15 Directors after passing a special resolution in a general meeting.

As on the date of filing this Draft Red Herring Prospectus, we have six Directors on our Board, including one
Executive Director, three Non-Executive Directors and two Independent Directors. Additionally, out of the two
Independent Directors, one is an independent woman director.

The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus:

Name, designation, date of birth, address, occupation, Age

Other directorships
current term, period of directorship and DIN (years)
Ravi Rajagopal 68 Indian Companies

Designation: Chairman and Independent Director ▪ Agilus Pathlabs Private Limited

▪ ECL Finance Limited
Date of birth: January 29, 1955 ▪ Fortis Healthcare Limited
▪ Fortis Hospitals Limited
Address: Flat 96, Eyre Court 3-21, Finchley Road, London – ▪ Fortis Malar Hospitals Limited
NW89TX, United Kingdom
Foreign Companies
Occupation: Professional
▪ Airtel Africa Plc, UK
Current term: For a period of five years with effect from June ▪ Peabody Housing Limited, United Kingdom
23, 2023 till June 22, 2028, not liable to retire by rotation

Period of directorship: Since June 23, 2018

DIN: 00067073
Anand Kuppuswamy 50 Indian Companies

Designation: Managing Director and Chief Executive Officer ▪ Agilus Pathlabs Private Limited
▪ DDRC Agilus Pathlabs Limited
Date of birth: July 16, 1973
Foreign Companies
Address: Plot No. 7, Door No. 17/26, Swamy Nagar Extension,
First Street, Ullagaram, Chennai – 600091, Tamil Nadu, India ▪ Agilus Diagnostics Nepal Private Limited

Occupation: Service

Current term: For a period of three years with effect from

August 4, 2023 to August 3 2026, not liable to retire by rotation

Period of directorship: Since August 4, 2023

DIN: 02427196
Dr. Ashutosh Raghuvanshi 61 Indian Companies

Designation: Non-Executive Director ▪ Fortis Healthcare Limited

▪ Fortis Hospotel Limited
Date of birth: August 11, 1962
Foreign Companies
Address: UD-02-1202, 1050/1, Survey Park, Udita Complex, E
M Bypass, Santoshpur, Circus Avenue, Kolkata-700075, West Nil
Bengal, India

Occupation: Service

Current term: Liable to retire by rotation

Period of directorship: Since March 20, 2019

212
 Name, designation, date of birth, address, occupation, Age
Other directorships
current term, period of directorship and DIN (years)
DIN: 02775637
Dilip Kadambi 49 Indian Companies

Designation: Non-Executive Director ▪ Fortis Healthcare Limited

Date of birth: August 2, 1974 Foreign Companies

Address: 7-25 Grange Heights, 21 St Thomas Walk Singapore ▪ Andaman Alliance Healthcare Limited
– 238145 ▪ Gleneagles International Pte. Ltd.
▪ Gleneagles Management Services Pte. Ltd.
Occupation: Professional ▪ Gleneagles Pharmacy Pte. Ltd.
▪ IHH Financial Services Pte. Ltd.
Current term: Liable to retire by rotation ▪ iXchange Pte. Ltd.
▪ M&P Investments Pte. Ltd.
Period of directorship: Since April 6, 2021 ▪ Medical Resources International Pte. Ltd.
▪ Parkway Healthcare Indo-China Pte. Ltd.
DIN: 02148022 ▪ Parkway Hospitals Singapore Pte. Ltd.
▪ Parkway Promotions Pte. Ltd.

Ashok Pandit 57 Indian Companies

Designation: Additional Non-Executive Director* ▪ Fortis Healthcare Limited

Date of birth: December 24, 1965 Foreign Companies

Address: 82 Grange Road #08-02 Singapore – 249587 ▪ Gleneagles International Pte. Ltd.
▪ IHH Laboratories Holdings Sdn Bhd
Occupation: Professional ▪ IHH Laboratories Pte. Ltd.
Current Term: Liable to retire by rotation ▪ Lucence Life Sciences Pte. Ltd.
▪ M&P Investments Pte. Ltd.
Period of directorship: Since September 15, 2023 ▪ Medical Resources International Pte. Ltd.
▪ Parkway Healthcare Indo-China Pte. Ltd.
DIN: 09279899 ▪ Parkway Healthcare (Mauritius) Limited
▪ Parkway HK Holdings Limited
▪ Parkway Medical Services (Hong Kong)
Limited
▪ PCH Holding Pte. Ltd.
Suvalaxmi Chakraborty 57 Indian Companies

Designation: Independent Director ▪ Fortis Healthcare Limited

▪ Espandere Advisors Private Limited
Date of birth: July 22, 1966 ▪ Kaleidofin Private Limited
▪ Finreach Solutions Private Limited
Address: Flat No. B/1607, 16th Floor, Ashok Towers, Dr.
Ambedkar Road, next to ITC Grand Central Hotel, Parel Foreign Companies
Mumbai – 400012
Nil
Occupation: Professional

Current Term: For a period of five years with effect from June
23, 2023 till June 22, 2028, not liable to retire by rotation

Period of directorship: Since June 23, 2018

DIN: 00106054
* The appointment and term of the Director is subject to approval by our Shareholders in the next general meeting of our
Company.

Brief profiles of our Directors

213
Ravi Rajagopal is the Chairman and Independent Director of our Company. He holds a bachelor’s degree in
commerce from the University of Madras. He is a chartered accountant and cost and works accountant. Previously,
he has been associated with Vedanta Resources Plc as a non-executive director and was also associated with
Diageo Plc for 16 years. He was appointed as a trustee of the Science Museum Foundation in 2018. He serves as
a director on the board of various companies including, amongst others, Fortis Healthcare Limited as the
Chairman, Fortis Malar Hospitals Limited, Peabody Housing Limited, United Kingdom and Airtel Africa Plc,
United Kingdom.

Anand Kuppuswamy is the Managing Director and Chief Executive Officer of our Company. He joined our
Company on August 5, 2020. He oversees the business and operations in our Company. He holds a bachelor’s
degree in science with a specialisation in medical lab technology from the Pondicherry University and a post
graduate diploma in management from the Academic Council of the International Institute of Advanced
Marketing. He has also completed a program on strategies for growth from the Indian Institute of Management,
Ahmedabad. He has approximately 25 years of experience in the healthcare industry. Prior to joining our
Company, he worked with Metropolis Health Services (India) Limited, Neuberg Diagnostics Private Limited and
Apollo Health and Lifestyle Limited. He serves as a director on the board of various companies including Agilus
Diagnostics Nepal Private Limited, DDRC Agilus Pathlabs Limited and Agilus Pathlabs Private Limited.

Dr. Ashutosh Raghuvanshi is a Non-Executive Director of our Company. He holds a bachelor’s degree in
medicine and surgery and a degree in master's of surgery in general surgery, both, from the Nagpur University.
Further, he holds a master’s of chirurgiae cardio thoracic surgery from the Bombay Hospital Institute of Medical
Sciences, University of Bombay. Previously, he has been associated with Narayana Hrudalayala Limited in
various managerial positions. He serves as a director on the board of various companies including Fortis
Healthcare Limited and Fortis Hospotel Limited. He has been awarded the CEO of the year award at the Health
Care Leadership Awards, 2015 organised by the Stars of the Industry Group.

Dilip Kadambi is a Non-Executive Director of our Company. He holds a bachelor’s degree in commerce from
the University of Madras and a post graduate diploma in business administration from the ICFAI Business School.
Previously, he has been associated with Kotak Mahindra Capital Company Limited and is currently associated
with IHH Financial Services Pte. Ltd. as the group head of corporate finance treasury. He serves as a director on
the board of Fortis Healthcare Limited.

Ashok Pandit is an Additional Non-Executive Director of our Company. He holds a bachelor’s degree in
engineering (mechanical) from the University of Delhi and post graduate diploma in management from the Indian
Institute of Management, Bangalore. Previously, he has been associated with Tata Engineering and Locomotive
Company Limited, The Credit Rating Information Services of India Limited, Kotak Mahindra Finance Limited,
Kotak Mahindra Capital Company, ANZ Grindlays Bank Limited, ABN AMRO Asia Equities (India) Limited,
ABN AMRO Asia Corporate Finance (I) Private Limited, ABN AMRO Asia Corporate Finance Limited, ABN
AMRO Bank N.V., Hong Kong Deutsche Bank AG, Hong Kong and Deutsche Bank AG, Singapore. He serves
as a director on the board of various companies including, amongst others, Gleneagles International Pte. Ltd., IHH
Laboratories Holdings Sdn Bhd and IHH Laboratories Pte. Ltd. He is the group chief strategy and business
development officer at IHH Healthcare Berhad.

Suvalaxmi Chakraborty is an Independent Director of our Company. She holds a bachelor’s degree in commerce
from the University of Calcutta. She is a qualified chartered accountant. Previously, she has been associated with
Barclays Bank Plc., State Bank of Mauritius Limitedand ICICI Bank Limited. She serves as a director on the
board of various companies including Finreach Solutions Private Limited as the managing director and chief
executive officer, Fortis Healthcare Limited, Espandere Advisors Private Limited and Kaleidofin Private Limited.

Details of directorships in companies suspended or delisted

None of our Directors is or was a director on the board of any listed company, whose shares have been or were
suspended from being traded on any stock exchanges, in the last five years prior to the date of this Draft Red
Herring Prospectus, during the term of their directorship in such company.

None of our Directors is, or was, a director on the board of any listed company, which has been or was delisted
from any stock exchange during the term of their directorship in such company.

None of our Directors, Key Managerial Personnel and Senior Management Personnel are related to each other.

214
Arrangement or understanding with major Shareholders, customers, suppliers or others

Except for Dr. Ashutosh Raghuvanshi, Dilip Kadambi, Ashok Pandit and Anand Kuppuswamy, who have been
appointed on account of our Promoter’s majority shareholding and as per the terms of the Shareholders’
Agreement, none of our Directors have been appointed on our Board pursuant to any arrangement or
understanding with our major Shareholders, customers, suppliers or others.

Service contracts with Directors

Our Company has not entered into any service contracts with our Directors which provide for benefits upon the
termination of their employment.

Terms of appointment of our Directors

Terms of appointment of our Executive Director

Anand Kuppuswamy

Our Board at its meeting held on August 4, 2023 approved the appointment of Anand Kuppuswamy as the
Managing Director and Chief Executive Officer of our Company for a period of three years. The Shareholders
through postal ballot on September 8, 2023 have approved his appointment for a period of three years with effect
from August 4, 2023. For details in relation to the appointment of Anand Kuppuswamy as the chief executive
officer of our Company, see “Our Management – Key Managerial Personnel” on page 229. In accordance with
the resolution of our Shareholders dated September 8, 2023, Anand Kuppuswamy is entitled to remuneration
and employee benefits with effect from August 4, 2023, as set forth in the table below:
(₹ in million)
Sr.
Category Remuneration
No.
1. Annual remuneration (basic pay) 45.14

Terms of appointment of our Non-Executive Directors

Our Non-Executive Directors are not entitled to receive sitting fees for attending meetings of the Board, and
meetings of the committees of the Board.

Independent Directors

Pursuant to the Board resolution dated June 23, 2018, each Independent Director, is entitled to receive sitting fees
of ₹ 100,000 per meeting for attending meetings of the Board and ₹ 100,000 per meeting for attending meetings
of the committees of the Board of Directors.

Payments or benefits to our Directors

Our Company has not entered into any contract appointing or fixing the remuneration of a Director, whole-time
director, or manager in the two years preceding the date of this Draft Red Herring Prospectus.

In Fiscal 2023, our Company has not paid any compensation or granted any benefits on an individual basis to any
of our Directors (including contingent or deferred compensation) other than the remuneration paid to them for
such period. The remuneration paid to our Directors in Fiscal 2023 is as follows:

Executive Director

Our Company has not paid any remuneration (including professional fees, sitting fees, salaries, commission and
perquisites) to our Executive Director in Fiscal 2023 since our Executive Director, namely Anand Kuppuswamy,
was appointed in Fiscal 2024. For details in relation to the remuneration paid to Anand Kuppuswamy as the
chief executive officer of our Company, see “Our Management – Key Managerial Personnel” on page 229

215
Non-Executive Directors (including Independent Directors)

The details of payments (including sitting fees, salaries, commission and perquisites) and professional fees, paid
to our Non-Executive Directors (including Independent Directors) during Fiscal 2023 are as follows:

S. No. Name of the Director Amount paid for Fiscal 2023 (in ₹ million)
1. Ravi Rajagopal 1.30
2. Dr. Ashutosh Raghuvanshi Nil
3. Dilip Kadambi Nil
4. Ashok Pandit Nil
5. Suvalaxmi Chakraborty 1.77

Remuneration paid or payable to our Directors by our Subsidiaries

None of our Directors have received or were entitled to receive any remuneration, sitting fees or commission from
our Subsidiaries in Fiscal 2023.

Contingent and deferred compensation payable to the Directors

As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation payable to
the Directors, which does not form part of their remuneration.

Bonus or profit-sharing plan for our Directors

Our Company does not have any performance linked bonus or a profit-sharing plan for our Directors.

Shareholding of Directors in our Company

Our Articles of Association do not require our Directors to hold qualification shares.

None of our Directors hold Equity Shares as on date of this Draft Red Herring Prospectus.

Borrowing Powers

Pursuant to our Articles of Association, the applicable provisions of Companies Act, 2013, and the resolution
passed by our Shareholders at their Annual General Meeting held on September 22, 2014, our Board may borrow
moneys from time to time, together with the monies already borrowed by our Company whether by way of term
loan / equipment finance, cash credit facilities or the like including borrowing through issuance of debentures,
bonds and / or other instruments or non-fund based facilities or in any other form (apart from the temporary loans
obtained or to be obtained from our Company’s banker in the ordinary course of business) from the banks,
financial institutions, investment institutions, mutual funds, trusts, other body corporate or from any other source,
located in India or abroad, whether secured or unsecured, on such terms and conditions as may be considered
suitable by the Board, for an aggregate amount outstanding at any point of time not exceeding ₹ 6,000.00 million,
irrespective of the fact that such aggregate amount of borrowings outstanding at any time may exceed the
aggregate of the paid-up share capital and free reserves of our Company.

Interest of Directors

All our Independent Directors may be deemed to be interested to the extent of sitting fees payable, to them for
attending meetings of our Board and/or committees thereof, and reimbursement of expenses available to them.
Our Executive Director may be deemed to be interested to the extent of remuneration, professional fees and
reimbursement of expenses payable to them. For further details, see ‘Related Party Transactions’ on page 314.

None of our Directors have any interest in the promotion or formation of our Company.

Our Directors may be interested to the extent of Equity Shares, if any, held by them, their relatives (together with
other distributions in respect of Equity Shares), or held by the entities in which they are associated as partners,
promoters, directors, proprietors, members or trustees, or that may be subscribed by or allotted to the companies,
firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or
trustees, pursuant to the Offer and any dividend and other distributions payable in respect of such Equity Shares.

216
All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be
entered into by our Company with any company which is promoted by them or in which they hold directorships
or any partnership firm in which they are partners in the ordinary course of business. Further, the Directors may
be deemed to be interested to the extent of the payments made by our Company, if any, to entities with which our
Company has had related party transactions and where the Director is also director on the board, or is a shareholder
or partners of such entities.

None of our Directors hold any shares in our Subsidiaries, as on date of this Draft Red Herring Prospectus.

There is no material existing or anticipated transaction whereby Directors will receive any portion of the proceeds
from the Offer.

None of the relatives of the Directors have been appointed to an office or place of profit in our Company or its
Subsidiaries.

Our Directors do not have any interest in any property acquired or proposed to be acquired of or by our Company.
Further, 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 in the ordinary course of business and as disclosed in
“Related Party Transactions” on page 314, our Directors do not have any other business interest in our Company.
No loans have been availed or extended by our Directors from, or to, our Company or the Subsidiaries.

Other confirmations

No consideration, either in cash or shares or in any other form has been paid or agreed to be paid to any of our
Directors or to the firms, trusts or companies in which they have an interest in, as a member, by any person, either
to induce any of our Directors to become or to help any of them qualify as a Director, or otherwise for services
rendered by them or by the firm, trust or company in which they are interested, in connection with the promotion
or formation of our Company.

None of our Directors have been identified as Wilful Defaulters or Fraudulent Borrowers as defined under the
SEBI ICDR Regulations.

Changes to our Board in the last three years

Except as mentioned below, there have been no changes in our Board of Directors in the last three years
preceding the date of this Draft Red Herring Prospectus:

Designation (at the time of Date of appointment /

Name of Director appointment / change in change in designation / Reason
designation / cessation) cessation
Sim Heng Joo Joe Non-Executive Director March 31, 2021 Resignation under section 168
of the Companies Act, 2013
Sim Heng Joo Joe Non-Executive Director April 6, 2021 Appointed as an alternate
director to Dr. Kelvin Loh
Chi-Keon.
Dilip Kadambi Non-Executive Director April 6, 2021 Appointment as a Non-
Executive Director
Mousum Pal Choudhury Non-Executive Director January 10, 2022 Appointed as an alternate
director to Praneet Singh
Mousum Pal Choudhury Non-Executive Director March 15, 2022 Vacation of office due to the
arrival of the original director
Sim Heng Joo Joe Non-Executive Director May 3, 2022 Vacation of office due to the
arrival of the original director
Kelvin Loh Chi-Keon Non-Executive Director February 22, 2023 Resignation under section 168
of the Companies Act, 2013
Sim Heng Joo Joe Non-Executive Director June 8, 2023 Appointed with effect from
June 8, 2023.
Anand Kuppuswamy Managing Director and August 4, 2023 Appointed with effect from
Chief Executive Officer August 4, 2023.
Sim Heng Joo Joe Non-Executive Director September 1, 2023 Sim Heng Joo Joe resigned
from IHH Healthcare Berhad
as group chief operating

217
 Designation (at the time of Date of appointment /
Name of Director appointment / change in change in designation / Reason
designation / cessation) cessation
officer. Accordingly, he also
resigned from our Company
as a director.
Ashok Pandit Non-Executive Director September 15, 2023 Appointed with effect from
September 15, 2023.
Praneet Singh Non-Executive Director September 24, 2023 Praneet Singh was appointed
as a director in accordance
with the Shareholders’
Agreement. Pursuant to the
decision of Resurgence PE
Investments Limited, Praneet
Singh has resigned from the
Board.
Srinivas Chidambaram Non-Executive Director September 24, 2023 Srinivas Chidambaram was
appointed as a director in
accordance with the
Shareholders’ Agreement.
Pursuant to the decision of
NYLIM Jacob Ballas India
Fund III LLC, Srinivas
Chidambaram has resigned
from the Board.
Note: This table does not include details of regularisations of additional Directors.

Corporate Governance

The provisions of the Companies Act, 2013 along with the SEBI Listing Regulations, with respect to corporate
governance, will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock
Exchanges. Our Company is in compliance with the requirements of the applicable requirements for corporate
governance in accordance with the SEBI Listing Regulations, and the Companies Act, 2013, including those
pertaining to the constitution of the Board and committees thereof.

Committees of our Board

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following Board committees:

(a) Audit Committee

(b) Nomination and Remuneration Committee
(c) Stakeholders’ Relationship Committee
(d) Corporate Social Responsibility Committee
(e) Risk Management Committee

For purposes of the Offer, our Board has also constituted an IPO Committee.

(a) Audit Committee

The Audit Committee, originally constituted as the audit and risk management committee on August 2, 2019,
was reconstituted by a resolution of our Board dated September 23, 2023. It is in compliance with Section
177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The current constitution of the
Audit committee is as follows:

Name of Director Position in the Committee Designation

Suvalaxmi Chakraborty Chairperson Independent Director
Ravi Rajagopal Member Independent Director
Ashok Pandit Member Additional Non-Executive Director

The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI Listing Regulations. Its terms of reference are as follows:

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Powers of Audit Committee

The Audit Committee shall have powers, including the following:

(1) To investigate any activity within its terms of reference;

(2) To seek information that it properly requires from any employee of the Company or any associate or
subsidiary, joint venture Company in order to perform its duties and all employees are directed by the Board
to co-operate with any request made by the Committee from such employees;
(3) To obtain outside legal or other professional advice;

(4) To secure attendance of outsiders with relevant expertise, if it considers necessary and to seek their advice,
whenever required;

(5) To approve the disclosure of the Key Performance Indicators to be disclosed in the documents in relation to
the initial public offering of the equity shares of the Company; and

(6) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

Role of Audit Committee

The role of the Audit Committee shall include the following:

(1) Oversight of the Company’s financial reporting process, examination of the financial statement and the
auditors’ report thereon and the disclosure of its financial information to ensure that the financial statement
is correct, sufficient, and credible;

(2) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment
of auditors of the Company and the fixation of audit fee;

(3) Approval of payments to statutory auditors for any other services rendered by the statutory auditors of the
Company;

(4) Reviewing, with the management, the annual financial statements and auditor’s report thereon before
submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the Director’s Responsibility Statement to be included in the
Board’s report in terms of section 134 of the Companies Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(c) Major accounting entries involving estimates based on the exercise of judgment by the management
of the Company;

(d) Significant adjustments made in the financial statements arising out of audit findings;

(e) Compliance with listing and other legal requirements relating to financial statements;

(f) Disclosure of any related party transactions; and

(g) modified opinion(s) in the draft audit report.

(5) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;

(6) Monitoring the end use of funds raised through public offers and reviewing, 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

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 proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps
in this matter. This also includes monitoring the use/ application of the funds raised through the proposed
initial public offer by the Company in accordance with applicable law;

(7) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

(8) Formulating a policy on related party transactions, which shall include materiality of related party
transactions and the definition of material modifications of related party transactions;

(9) Approval of any subsequent modifications of transactions of the Company with related parties and omnibus
approval (in the manner specified under the SEBI Listing Regulations and Companies Act) for related party
transactions proposed to be entered into by the Company. Provided that only those members of the
committee, who are independent directors, shall approve related party transactions;

Explanation: The term "related party transactions" shall have the same meaning as provided in Regulation
2(1)(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies
Act.

(10) Approval of related party transactions to which the subsidiary(ies) of the Company is party but the Company
is not a party, if the value of such transaction whether entered into individually or taken together with
previous transactions during a financial year exceeds 10% of the annual consolidated turnover as per the last
audited financial statements of the Company, subject to such other conditions prescribed under the SEBI
Listing Regulations;

(11) Review, 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;

(12) Scrutiny of inter-corporate loans and investments;

(13) Valuation of undertakings or assets of the company, wherever it is necessary;

(14) Evaluation of internal financial controls and risk management systems;

(15) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;

(16) 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;

(17) Discussion with internal auditors of any significant findings and follow up there on;

(18) 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;

(19) Discussion with 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;

(20) 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;

(21) Reviewing the functioning of the whistle blower mechanism;

(22) Approval of the appointment of the Chief Financial Officer of the Company (“CFO”) (i.e., the whole-time
finance director or any other person heading the finance function or discharging that function) after assessing
the qualifications, experience and background, etc., of the candidate;

(23) To formulate, review and make recommendations to the Board to amend the Audit Committee’s terms of
reference from time to time;

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(24) Overseeing a vigil mechanism established by the Company, providing for adequate safeguards against
victimisation of employees and directors who avail of the vigil mechanism and also provide for direct access
to the Chairperson of the Audit Committee for directors and employees to report their genuine concerns or
grievances;

(25) Reviewing the utilization of loans and/or advances from / investment by the 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;

(26) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders;

(27) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and

(28) Carrying out any other functions and roles as provided under the Companies Act, the SEBI Listing
Regulations, each as amended and other applicable laws or by any regulatory authority and performing such
other functions as may be necessary or appropriate for the performance of its duties.

The Audit Committee shall mandatorily review the following information:

(a) Management discussion and analysis of financial condition and results of operations;

(b) Management letters/letters of internal control weaknesses issued by the statutory auditors of the Company;

(c) Internal audit reports relating to internal control weaknesses;

(d) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the Audit Committee;

(e) Statement of deviations:

(i) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations; and

(ii) annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations.”

(f) To carry out such other functions as may be specifically referred to the Committee by the Board of Directors
and/or other Committees of Directors of the Company; and

(g) To make available its terms of reference and review periodically those terms of reference and its own
effectiveness and recommend any necessary changes to the Board.

The Company Secretary of our Company shall serve as the secretary of the Audit Committee.

The Audit Committee is required to meet at least four times in a year under Regulation 18(2)(a) of the SEBI
Listing Regulations. The quorum for a meeting of the Audit Committee shall be two members or one third of the
members of the audit committee, whichever is greater, with at least two independent directors.

(b) Nomination and Remuneration Committee

The Nomination and Remuneration committee was reconstituted by a resolution of our Board dated
September 23, 2023. The Nomination and Remuneration Committee is in compliance with Section 178 of
the Companies Act and Regulation 19 of the SEBI Listing Regulations. The current constitution of the
Nomination and Remuneration committee is as follows:

Name of Director Position in the Committee Designation

Suvalaxmi Chakraborty Chairperson Independent Director
Ravi Rajagopal Member Independent Director

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 Name of Director Position in the Committee Designation
Ashok Pandit Member Additional Non-Executive Director

The scope and function of the Nomination and Remuneration Committee is in accordance with Section
178 of the Companies Act, 2013, read with Regulation 19 of the SEBI Listing Regulations. Its terms of
reference are as follows:

(1) Formulation of 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/Senior Management Personnel and other employees;

The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

(i) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the Company successfully;

(ii) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and

(iii) remuneration to directors, key managerial personnel and Senior Management Personnel involves a
balance between fixed and incentive pay reflecting short and long term performance objectives
appropriate to the working of the Company and its goals.

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.

(2) Formulation of criteria for evaluation of performance of independent directors and the Board;

(3) Devising a policy on Board diversity;

(4) Identifying persons who are qualified to become directors of the Company and who may be appointed in
senior management in accordance with the criteria laid down and recommend to the Board their appointment
and removal;

(5) Analysing, monitoring and reviewing various human resource and compensation matters;

(6) Determining the Company’s policy on specific remuneration packages for executive directors including
pension rights and any compensation payment, and determining remuneration packages of such directors;

(7) Recommending the remuneration, in whatever form, payable to the senior management personnel and other
staff (as deemed necessary);

(8) Reviewing and approving compensation strategy from time to time in the context of the then current Indian
market in accordance with applicable laws;

(9) Determining 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;

(10) Perform such functions as are required to be performed by the compensation committee under the Securities
and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

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(11) Administering, monitoring and formulating the employee stock option scheme/plan approved by the Board
and shareholders of the Company in accordance with the applicable laws:

(i) Determining the eligibility of employees to participate under the ESOP Scheme;

(ii) Determining the quantum of option to be granted under the ESOP Scheme per employee and in
aggregate;

(iii) Date of grant;

(iv) Determining the exercise price of the option under the ESOP Scheme;

(v) The conditions under which option may vest in employee and may lapse in case of termination of
employment for misconduct;

(vi) The exercise period within which the employee should exercise the option and that option would
lapse on failure to exercise the option within the exercise period;

(vii) The specified time period within which the employee shall exercise the vested option in the event of
termination or resignation of an employee;

(viii) The right of an employee to exercise all the options vested in him at one time or at various points of
time within the exercise period;

(ix) Re-pricing of the options which are not exercised, whether or not they have been vested if stock option
rendered unattractive due to fall in the market price of the equity shares;

(x) The grant, vest and exercise of option in case of employees who are on long leave;

(xi) Allow exercise of unvested options on such terms and conditions as it may deem fit;

(xii) The procedure for cashless exercise of options;

(xiii) Forfeiture/ cancellation of options granted;

(xiv) Formulate the procedure for buy-back of specified securities issued under the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, if
to be undertaken at any time by the Company, and the applicable terms and conditions, including:

• permissible sources of financing for buy-back;

• any minimum financial thresholds to be maintained by the Company as per its last financial
statements; and

• limits upon quantum of specified securities that the Company may buy-back in a financial year.

(xv) Formulating and implementing the procedure for making a fair and reasonable adjustment to the
number of options and to the exercise price in case of corporate actions such as rights issues, bonus
issues, merger, sale of division and others. In this regard following shall be taken into consideration:

• the number and the price of stock option shall be adjusted in a manner such that total value of
the option to the employee remains the same after the corporate action;

• for this purpose, global best practices in this area including the procedures followed by the
derivative markets in India and abroad may be considered; and

• the vesting period and the life of the option shall be left unaltered as far as possible to protect
the rights of the employee who is granted such option.

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(12) Construing and interpreting the ESOP Scheme and any agreements defining the rights and obligations of the
Company and eligible employees under the ESOP Scheme, and prescribing, amending and/or rescinding
rules and regulations relating to the administration of the ESOP Scheme;

(13) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended;

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to the Securities Market) Regulations, 2003, as amended;

(c) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

by the Company and its employees, as applicable.

(14) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under
any law to be attended to by the Nomination and Remuneration Committee;

(15) Such terms of reference as may be prescribed under the Companies Act, SEBI Listing Regulations and other
applicable laws or by any regulatory authority and performing such other functions as may be necessary or
appropriate for the performance of its duties.

The Nomination and Remuneration Committee is required to meet at least once in a year under Regulation 19(3A)
of the SEBI Listing Regulations.

The quorum for a meeting of the Nomination and Remuneration Committee shall be two members or one third
of the members of the committee, whichever is greater, including at least one independent director.

(c) Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee was reconstituted by a resolution of our Board dated September
25, 2023. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the Companies
Act and Regulation 20 of the SEBI Listing Regulations. The current constitution of the Stakeholders’
Relationship Committee is as follows:

Name of Director Position in the Committee Designation

Dr. Ashutosh Raghuvanshi Chairperson Non-Executive Director
Ravi Rajagopal Member Independent Director
Anand Kuppuswamy Member Managing Director and Chief Executive
Officer

The scope and function of the Stakeholders’ Relationship Committee is in accordance with Regulation 20
of the SEBI Listing Regulations. Its terms of reference are as follows:

(1) Redressal of all security holders’ and investors’ grievances such as complaints related to
transfer/transmission of shares, including non-receipt of share certificates and review of cases for refusal of
transfer/transmission of shares and debentures, non-receipt of balance sheet, non-receipt of declared
dividends, non-receipt of annual reports, general meetings etc., and assisting with quarterly reporting of such
complaints;

(2) Reviewing of measures taken for effective exercise of voting rights by shareholders;

(3) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities;

(4) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-
materialisation of shares, split and issue of duplicate/consolidated/new share certificates, compliance with
all the requirements related to shares, debentures and other securities from time to time;

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(5) Reviewing the measures and initiatives taken by the Company for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the
shareholders of the Company;

(6) Reviewing the adherence to the service standards by the Company with respect to various services rendered
by the registrar and transfer agent of the Company and to recommend measures for overall improvement in
the quality of investor services;

(7) Considering and specifically looking into various aspects of interest of shareholders, debenture holders or
holders of any other securities;

(8) Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests
received from shareholders from time to time;

(9) To further delegate all or any of the power to any other employee(s), officer(s), representative(s),
consultant(s), professional(s) or agent(s); and

(10) Carrying out such other functions as may be specified by the Board from time to time or specified/provided
under the Companies Act or SEBI Listing Regulations, or by any other regulatory authority.

The Stakeholders’ Relationship Committee is required to meet at least once in a year under Regulation 20(3A) of
the SEBI Listing Regulations.

(d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was reconstituted by a resolution of our Board dated
September 25, 2023. The current constitution of the Corporate Social Responsibility Committee is as follows:

Name of Director Position in the Committee Designation

Dr. Ashutosh Raghuvanshi Chairperson Non-Executive Director
Suvalaxmi Chakraborty Member Independent Director
Anand Kuppuswamy Member Managing Director and Chief Executive Officer

The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135
of the Companies Act, 2013. Its terms of reference are as follows:

(a) To formulate and recommend to the board, a corporate social responsibility policy which shall indicate
the activities to be undertaken by the Company as specified in Schedule VII of the Companies Act and
the rules made thereunder, monitor the implementation of the same from time to time and make any
revisions therein as and when decided by the Board;

(b) To identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;

(c) To review and recommend the amount of expenditure to be incurred for the corporate social
responsibility activities and the distribution of the same to various corporate social responsibility
programmes undertaken by the Company;

(d) To formulate and recommend to the Board, an annual action plan in pursuance to the Corporate Social
Responsibility Policy, which shall include the following, namely:

(i) the list of Corporate Social Responsibility projects or programmes that are approved to be
undertaken in areas or subjects specified in the Schedule VII of the Companies Act, 2013;
(ii) the manner of execution of such projects or programmes as specified in Rule 4 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014;

(iii) the modalities of utilization of funds and implementation schedules for the projects or
programmes;

225
 (iv) monitoring and reporting mechanism for the projects or programmes; and

(v) details of need and impact assessment, if any, for the projects undertaken by the company.

Provided that the Board may alter such plan at any time during the financial year, as per the
recommendations of the Corporate Social Responsibility Committee, based on the reasonable
justification to that effect.

(e) To delegate responsibilities to the corporate social responsibility team and supervise proper execution
of all delegated responsibilities;

(f) To review and monitor the implementation of corporate social responsibility programmes and issuing
necessary directions as required for proper implementation and timely completion of corporate social
responsibility programmes; and

(g) To perform such other duties and functions as the Board may require the corporate social responsibility
committee to undertake to promote the corporate social responsibility activities of the Company and
exercise such other powers as may be conferred upon the CSR Committee in terms of the provisions of
Section 135 of the Companies Act and the Companies (Corporate Social Responsibility Policy) Rules,
2014 or other applicable law.

(e) Risk Management Committee

The Risk Management Committee was constituted by a resolution of our Board dated September 25, 2023.
The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing Regulations. The
current constitution of the Risk Management Committee is as follows:

Name of Director Position in the Committee Designation

Dr. Ashutosh Raghuvanshi Chairperson Non-Executive Director
Ravi Rajagopal Member Independent Director
Anand Kuppuswamy Member Managing Director and Chief
Executive Officer

The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the SEBI
Listing Regulations. The Risk Management Committee shall be responsible for, among other things, the following:

(1) To formulate a detailed risk management policy which shall include:

• framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, Environmental, Social
and Governance (ESG) related risks), information, cyber security risks or any other risk as may be
determined by the Committee;

• Measures for risk mitigation including systems and processes for internal control of identified risks;
and

• Business continuity plan.

(2) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;

(3) To review and recommend potential risk involved in any new business plans and processes;

(4) To review the Company’s risk-reward performance to align with the Company’s overall policy objectives;
(5) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;

(6) To periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity;

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(7) To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken;

(8) The appointment, removal and terms of remuneration of the Chief Risk Officer shall be subject to review by
the Risk Management Committee;

(9) To seek information from any employee, obtain outside legal or other professional advice and secure
attendance of outsiders with relevant expertise, if it considers necessary.

(10) Laying down risk assessment and minimization procedures and the procedures to inform Board of the same;

(11) Framing, implementing, reviewing and monitoring the risk management plan for the Company and such
other functions, including cyber security; and

(12) Performing such other activities as may be delegated by the Board and/or are statutorily prescribed under
any law to be attended to by the Risk Management Committee or by any regulatory authority and performing
such other functions as may be necessary or appropriate for the performance of its duties.

The Risk Management Committee is required to meet at least twice in a year under Regulation 21(3A) of the SEBI
Listing Regulations.

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Management organization chart

228
Key Managerial Personnel

The details of our Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are as set forth
below:

Anand Kuppuswamy is the Managing Director and Chief Executive Officer of our Company since August 4,
2023. He joined our Company as the Chief Executive Officer on August 5, 2020. In Fiscal 2023, he received
compensation of ₹ 47.36 million* in his capacity as Chief Executive Officer of our Company.

For further details in relation to the profile of Anand Kuppuswamy, our Managing Director and Chief Executive
Officer, see “Our Management – Brief profiles of our Directors” on page 213.

Mangesh Shirodkar is the Chief Financial Officer of our Company since January 1, 2020. He joined our
Company on February 11, 2019. He oversees the finance, legal, commercial, mergers and acquisitions operations
in our Company. He holds a bachelor’s degree in commerce from the University of Mumbai. He is a member of
the Institute of Chartered Accountants of India. He has experience in finance and accounts. Prior to joining our
Company, he worked with Hiranandani Healthcare Private Limited, Fortis Healthcare Limited, Wockhardt
Hospitals Limited, Talwalkars Better Value Fitness Limited and Praxair India Private Limited. In Fiscal 2023, he
received compensation of ₹ 16.71 million*.

Trapti is the Company Secretary and Compliance Officer of our Company since September 25, 2023. She
oversees the corporate governance functions in our Company. She holds a bachelor's degree in commerce from
the University of Kota. She is an associate member of the Institute of Company Secretaries of India. She has
experience in legal and secretarial. Prior to joining our Company, she worked with Varun Beverages Limited,
Aviva Life Insurance Company (India) Limited, Fortis Healthcare Limited and International Hospital Limited.
Since she has been appointed as our Company Secretary and Compliance Officer in Fiscal 2024, she did not
receive any remuneration from our Company in Fiscal 2023.

Senior Management Personnel

In addition to our Chief Executive Officer, Chief Financial Officer and Company Secretary and Compliance
Officer, whose details are disclosed under “– Key Managerial Personnel” on page 229, the details of our Senior
Management Personnel as on the date of this Draft Red Herring Prospectus are as set forth below:

Ashish Bhatia is the Chief Operating Officer of our Company since April 27, 2023. He oversees the sales function
in our Company. He holds a bachelor’s degree in technology from Nagpur University and a post graduate diploma
in management from the S.P. Jain Institute of Management and Research, Mumbai. He has experience in
operations management. Prior to joining our Company, he worked with Castrol India Limited, Sistema Shyam
Teleservices Limited, SITI Networks Limited, Max Healthcare Institute Limited, Max Lab Limited, Tata
Teleservices Limited. Since he has been appointed as our Chief Operating Officer in Fiscal 2024, he did not
receive any remuneration from our Company in Fiscal 2023.

Radhakrishna Pillai is the Chief Information Technology Officer of our Company since September 22, 2006.
He joined our Company on January 19, 1998. He oversees the information technology function in our Company.
He holds a bachelor’s degree in science with a specialisation in statistics from the University of Kerala and a
diploma is marketing management from the Institute of Management and Professional Studies, Bombay. He has
over 25 years of experience in information technology. Prior to joining our Company, he worked with Transpower
Engineering Limited, Nimbus Communications Limited, Vadilal Dairy International Limited, Frisco International
Private Limited in Fiscal 2023, he received compensation of ₹ 8.99 million*.

Piyush Jain is the Chief Digital Officer of our Company since May 4, 2022. He oversees the marketing function
in our Company. He holds a bachelor’s degree in electronics and communication engineering from Hemwati
Nandan Bahuguna Garhwal University Srinagar (Garhwal), Uttaranchal, a post graduate diploma is management
(information technology) from the Institute of Management Technology, Ghaziabad and an exchange program at
KEDGE Business School (formerly known as Euromed Marseille Ecole de Management). He has over 12 years
of experience in marketing. Prior to joining our Company, he worked with Double You Technologies Private
Limited, U2opia Mobile Private Limited, McKinsey & Company India LLP and Google India. In Fiscal 2023, he
received compensation of ₹ 18.11 million*.

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Varun Mehta is the Director - Human Resources of our Company since January 1, 2012. He joined our Company
on October 1, 2011. He oversees the human resources and administration function in our Company. He holds a
bachelor’s degree in science and a master’s degree in business administration, both from Kurukshetra University.
He has over 20 years of experience in human resources. Prior to joining our Company, he worked with Convergys
India Services Private Limited and Religare Enterprises Limited. In Fiscal 2023, he received compensation of ₹
8.21 million*.
*
Including performance link bonus payment and proportionate retention bonus for Fiscal 2023 paid in Fiscal 2024 (as may be applicable)
and excluding performance link bonus payment for Fiscal 2022 paid in Fiscal 2023 (as may be applicable).

Arrangements or understanding with major Shareholders, customers, suppliers or others

None of our Key Managerial Personnel or Senior Management Personnel have been selected pursuant to any
arrangement or understanding with any major Shareholders, customers or suppliers of our Company, or others.

Changes in the Key Managerial Personnel and Senior Management Personnel in last three years

Except as mentioned below, and as specified in “– Changes to our Board in the last three years” on page 217,
there have been no changes in the Key Managerial Personnel and Senior Management Personnel in the last three
years preceding the date of this DRHP:

Name Date of change Reason

Key Managerial Personnel
Sumit Goel April 18, 2022 Resigned as company secretary to embark on
new challenges
Murlee Jain May 20, 2022 Appointed as company secretary of the
Company
Murlee Jain September 23, 2023 Resigned as company secretary to focus on
his role in Fortis Healthcare Limited, given
the extended responsibilities in relation to the
proposed initial public offering of Agilus
Diagnostics Limited
Trapti September 25, 2023 Appointed as the Company Secretary and
Compliance Officer of the Company
Senior Management Personnel
Pralabh Verma February 8, 2021 Appointed as chief marketing officer
Vikram Alhuwalia March 31, 2021 Resigned as director – marketing due to
personal reasons
Sameer Anjaria June 1, 2021 Appointed as chief operating officer
Anindya Chowdhury June 15, 2021 Resigned as regional chief operating officer
due to personal reasons
Ravi Aggarwal August 31, 2021 Resigned as regional chief operating officer
due to personal reasons
Piyush Jain May 4, 2022 Appointed as Chief Digital Officer
Pralabh Verma August 22, 2022 Resigned as chief marketing officer for better
opportunities
Sameer Anjaria February 14, 2023 Resigned as chief operating officer due to
personal reasons
Ashish Bhatia April 27, 2023 Appointed as Chief Operating Officer

The attrition of our Key Managerial Personnel and Senior Management Personnel is not high compared to the
industry.

Status of Key Managerial Personnel and Senior Management Personnel

As on the date of this Draft Red Herring Prospectus, all our Key Managerial Personnel and Senior Management
Personnel are permanent employees of our Company.

Retirement and termination benefits

Our Key Managerial Personnel and Senior Management Personnel have not entered into any service contracts
with our Company which include termination or retirement benefits. Except gratuity and other statutory benefits

230
upon termination of their employment in our Company or superannuation, none of the Key Managerial
Personnel or Senior Management Personnel are entitled to any benefit upon termination of employment or
superannuation.

Shareholding of our Key Managerial Personnel and Senior Management Personnel

None of our Key Managerial Personnel and Senior Management Personnel hold any Equity Shares in our
Company. Our Chief Information Technology Officer holds 52,534 employee stock options under ESOP 2009
and 20,000 employee stock options under ESOP 2013.

Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management
Personnel

As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation which
accrued to our Key Managerial Personnel and Senior Management Personnel for Fiscal 2023, which does not
form part of their remuneration for such period.

Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Personnel

Other than the performance linked bonus payment and proportionate retention bonus payment as a component of
the remuneration, as on the date of this Draft Red Herring Prospectus, our Company has no bonus or profit-sharing
plan in which the Key Managerial Personnel and Senior Management Personnel participate.

Our Company may explore a cash bonus payment plan to incentivise and retain employees including certain Key
Managerial Personnel and Senior Management Personnel wherein such bonus payments to identified employees
would be linked to the Company achieving certain financial parameters (“Bonus Plan”). The Bonus Plan once
formulated, shall be subject to approval of the Nomination and Remuneration Committee.

Interest of Key Managerial Personnel and Senior Management Personnel

For further details of the interest of our Executive Director in our Company, see “Our Management – Interest
of Directors” on page 216.

Our Key Managerial Personnel and Senior Management Personnel are interested in our Company 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 their service. For further details see “Financial
Information - Restated Consolidated Financial Information- Note 39 - Related party disclosures” on page 279.

Our Key Managerial Personnel and Senior Management may be interested to the extent of employee stock
options that may be granted to them from time to time under the ESOP 2009 and ESOP 2013 and other employee
stock option schemes that may be formulated by our Company from time to time.

No loans have been availed by our Key Management Personnel or Senior Management Personnel from our
Company as on the date of this Draft Red Herring Prospectus.

Payment or Benefit to officers of our Company (non-salary related)

No non-salary related amount or benefit has been paid or given within the two years preceding the date of the
Draft Red Herring Prospectus or is intended to be paid or given to any officer of our Company, including our
Directors and Key Managerial Personnel and Senior Management Personnel.

Employee Stock Option Plan

For details of our Company’s employee stock option plan, see “Capital Structure – Employee Stock Option
Schemes” on page 95.

231
 OUR PROMOTER AND PROMOTER GROUP

Our Promoter

The Promoter of our Company is Fortis Healthcare Limited. As on the date of this Draft Red Herring Prospectus,
Fortis Healthcare Limited holds 45,236,779 Equity Shares representing 57.68% of the pre-Offer issued,
subscribed and paid-up Equity Share capital of our Company. For further details, see “Capital Structure – Build-
up of the Promoter’s shareholding in our Company” on page 92.

Details of our Promoter

Fortis Healthcare Limited (“Fortis”)

Corporate information and brief history

Fortis was incorporated on February 28, 1996, as ‘Rancare Limited’ as a public limited company under the
Companies Act, 1956. Fortis’ name was subsequently changed to ‘Fortis Healthcare Limited’ pursuant to
shareholders resolution dated June 7, 1996 and a fresh certificate of incorporation was issued on June 20, 1996.
Further, Fortis’ name was changed to ‘Fortis Healthcare (India) Limited’ pursuant to a shareholders resolution
dated February 21, 2011 and a fresh certificate of incorporation was issued on March 7, 2011. Subsequently,
Fortis’ name was changed to its present name pursuant to a shareholders resolution dated February 23, 2012, and
a fresh certificate of incorporation was issued on March 6, 2012.

The equity shares of Fortis are listed on the Stock Exchanges. The registered office of Fortis is situated at Fortis
Hospital, Sector-62 Phase-VIII, Mohali 160 062, Punjab India.

Fortis is engaged in the business of providing integrated healthcare delivery services such as healthcare,
diagnostics and related businesses, including that of managing and operating a network of multi-speciality
hospitals and providing preventive healthcare as authorized under the objects clause of its memorandum of
association. Fortis has not changed its activities from the date of its incorporation.

Capital structure

Aggregate Nominal Value (₹ in

Particulars
million)
Authorised share capital
850,000,000 equity shares of ₹10 each and 76,000,200 preference shares comprising 9,280.00
of 200 Class ‘A’ non-cumulative redeemable preference shares of ₹100,000 each,
11,498,846 Class ‘B’ non-cumulative redeemable preference shares of ₹10 each, and
64,501,154 Class ‘C’ cumulative redeemable preference shares of ₹10 each
Issued, subscribed and paid-up share capital
754,958,148 equity shares of ₹10 each 7,549.58

Board of Directors

The Board of Directors of Fortis comprise of the following:

S. No. Name Designation

1. Ravi Rajagopal Chairman and independent director
2. Dr. Ashutosh Raghuvanshi Managing director and chief executive officer
3. Indrajit Banerjee Independent director
4. Suvalaxmi Chakraborty Independent director
5. Shailaja Chandra Independent director
6. Lim Tsin Lin Non-executive director
7. Dilip Kadambi Non-executive director
8. Ashok Pandit Additional non-executive director
9. Mehmet Ali Aydinlar Non-executive director
10. Joerg Ayrle Non-executive director
11. Tomo Nagahiro Non-executive director

232
 The shareholding pattern of Fortis as on June 30, 2023, is as follows:

Shareholdin Number of Number of Equity

Number of voting rights held in each class of Numbe
g as a % locked in Equity Shares pledged or
securities r of
assuming Shares otherwise encumbered
(IX) Equity
Shareholdi full (XII) (XIII)
Shares
ng as a % Number of voting rights conversion
underl
of total of
Number Total ying
Number of number of convertible Number of
Number of of partly number of outstan
Number shares shares securities Equity Shares
Category of fully paid-up paid-up Equity ding
Category of underlying (calculated (as a held in
Shareholder Equity Equity Shares held convert As a % As a %
(I) Sharehol depository as per percentage dematerialized
(II) Shares held Shares (VII) ible of total of total
ders (III) receipts SCRR, Class eg: Class Total as a % of diluted Number form
(IV) held =(IV)+(V)+ securiti Equity Number (a) Equity
(VI) 1957) Equity eg: Total of (A+B+ C) Equity (a) (XIV)
(V) (VI) es Shares Shares
(VIII) As a Shares others Share
(includi held (b) held (b)
% of capital)
ng
(A+B+C2) (XI)=
warran
(VII)+(X)
ts)
As a % of
(X)
(A+B+C2)
(A) Promoter and 1 235,294,11 0 0 235,294,11 31.17 235,294,11 - 235,294,11 235,294,11 0 31.17 0 0 0 0 235,294,117
Promoter 7 7 7 7 7
Group
(B) Public 135,046 519,664,03 0 0 519,664,03 68.83 519,664,03 - 519,664,03 519,664,03 0 68.83 0 0 0 0 518,853,702
1 1 1 1 1
(C)(1) Non 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Promoter-
Non Public
(C)(2) Shares 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
underlying
DRs
Total 135,047 754,958,14 0 0 754,958,14 100 754,958,14 0 754,958,14 754,958,14 0 100 0 0 0 0 754,147,819
8 8 8 8 8

233
Our Company confirms that the PAN, CIN, bank account number of our Promoter and the details of the Registrar
of Companies, Punjab and Chandigarh at Chandigarh, where our Promoter is registered will be submitted to the
Stock Exchanges, at the time of filing of this Draft Red Herring Prospectus with the Stock Exchanges.

Details of the promoter of Fortis

The promoter of Fortis is Northern TK Venture Pte. Ltd. (“Northern TK”). Northern TK was incorporated in
Singapore on May 29, 2017, as a private company under the Companies Act, 1967 of Singapore. Presently, no
natural person holds fifteen percent or more of the voting rights in Northern TK.

Board of directors of Northern TK

As on the date of this Draft Red Herring Prospectus, the board of directors of Northern TK comprises of the
following:

S. No. Name Designation

1. Joerg Ayrle Director
2. Aanchal Agarwal Director
3. Dr. Prem Kumar Nair Director

Details of acquisition of control, date of acquisition, terms of acquisition and consideration paid for
acquisition

While our Promoter is not the original promoter of our Company, there has been no change in control of our
Company in the last five years preceding the date of the DRHP. However, pursuant to a resolution of the Board
of Directors dated September 29, 2018, the shareholding of Arjun Sodhi (trustee) on behalf of MnJ Trust was
reclassified from the ‘Promoter and promoter group’ shareholding category to the ‘Public’ shareholding category
of our Company. For further details of acquisition of Equity Shares by our Promoter, see “Capital Structure -
Details of Shareholding of our Promoter and members of the Promoter Group in our Company” on 91.

Change in control in the last three years

There has been no change in the control of our Promoter in the last three years preceding the date of this Draft
Red Herring Prospectus.

Interests of Promoter

Our Promoter is interested in our Company: (i) to the extent that it is the promoter of our Company; and (ii) to the
extent of its shareholding in and control over our Company and the dividend payable upon such shareholding and
any other distributions in respect of their shareholding in our Company. For further details, see “Capital Structure”
on page 84. Additionally, our Promoter may be interested in transactions entered into by our Company with it, or
other entities (i) in which our Promoter holds shares, or (ii) which are controlled by our Promoter. For further
details, see “Restated Consolidated Financial Information – Note 39 - Related party disclosures” on page 279.

Except in the ordinary course of business and as stated in the “Restated Consolidated Financial Information –
Note 39 - Related party disclosures” on page 279, our Company has not entered into any contract, agreements or
arrangements in which our Promoter is directly or indirectly interested, and no payments have been made to our
Promoter in respect of the contracts, agreements or arrangements which are proposed to be made with it.

No sum has been paid or agreed to be paid by our Company, to our Promoter or to such firm or company in cash
or shares wherein our Promoter is interested as member, or promoter or otherwise as an inducement by any person
for services rendered by our Promoter or by such firm or company in connection with the promotion or formation
of our Company.

Our Promoter has no interest, whether direct or indirect, in any property acquired by our Company in the three
years preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company, or in
any transaction by our Company for acquisition of land, construction of building or supply of machinery.

234
Payment or benefits to our Promoter or Promoter Group in the last two years

Except as disclosed herein and as stated in “Restated Consolidated Financial Information- Note 39 - Related party
disclosures” on page 279, there has been no amount or benefits paid or given by our Company to our Promoter
and our Promoter Group during the two years preceding the date of this Draft Red Herring Prospectus nor is there
any intention to pay or give any amount or benefits to our Promoter or Promoter Group as on the date of this Draft
Red Herring Prospectus.

Companies or firms with which our Promoter has disassociated in the last three years

Except as disclosed below, our Promoter has not disassociated itself from any other company or firm in the three
years preceding the date of this Draft Red Herring Prospectus:

Name of company/firm Reasons and circumstances of disassociation Date of disassociation

Sunrise Medicare Private Limited Strike-off August 17, 2021

Material guarantees given by our Promoter with respect to the Equity Shares

As on the date of this Draft Red Herring Prospectus, our Promoter has not given any material guarantee to any
third party with respect to the Equity Shares.

Promoter Group

In addition to our Promoter, Subsidiaries and Joint Venture, the entities that form a part of the Promoter Group of
our Company in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:

1. IHH Healthcare Berhad;

2. Integrated Healthcare Holdings Limited;
3. Parkway Pantai Limited;
4. Northern TK Venture Pte. Ltd.;
5. Fortis Hospotel Limited;
6. International Hospital Limited;
7. Escorts Heart and Super Specialty Hospital Limited;
8. Fortis Health Management Limited;
9. Hospitalia Eastern Private Limited;
10. Hiranandani Healthcare Private Limited;
11. Adayu Mindfulness Limited (formerly knowns as Fortis La Femme Limited);
12. Fortis Healthcare International Limited;
13. Fortis Hospitals Limited;
14. Fortis C-Doc Healthcare Limited;
15. Fortis Health Management (East) Limited;
16. Fortis Cancer Care Limited;
17. Fortis Malar Hospitals Limited;
18. Malar Stars Medicare Limited;
19. Birdie & Birdie Realtors Private Limited;
20. Stellant Capital Advisory Services Private Limited;
21. RHT Health Trust Manager Pte. Limited;
22. Fortis Global Healthcare (Mauritius) Limited;
23. Fortis Emergency Services Limited;
24. Escorts Heart Institute and Research Centre Limited;
25. Fortis HealthStaff Limited;
26. Fortis Asia Healthcare Pte. Limited
27. Mena Healthcare Investment Company Limited;
28. Medical Management Company Limited;
29. Fortis CSR Foundation; and
30. The Lanka Hospitals Corporation Plc.

235
 GROUP COMPANIES

As per the SEBI ICDR Regulations, for the purpose of identification of group companies, our Company has
considered companies (other than our Subsidiaries and Promoter) with which our Company has entered into (i)
related party transactions during the period for which the Restated Consolidated Financial Information has been
included in this Draft Red Herring Prospectus, i.e., Fiscals 2021, 2022 and 2023, as covered under the applicable
accounting standards, and (ii) such other companies as considered material by the Board, in accordance with the
Materiality Policy.

For the purposes of (ii) above, in terms of the Materiality Policy, a company (other than our Subsidiaries, our
Promoter and the companies covered under (i) above) shall be considered material and disclosed as a group
company if it is a member of the Promoter Group in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations,
and our Company has entered into one or more transactions with such company during the last completed fiscal
year, which individually or cumulatively in value exceeds 10% of the revenue from operations of our Company
for the last completed fiscal year as per the Restated Consolidated Financial Information.

Accordingly, based on the parameters outlined above, as on the date of this Draft Red Herring Prospectus, our
Company has the following Group Companies:

1. Agilus Diagnostics Nepal Private Limited

2. Apollo Hospitals Enterprise Limited

3. Apollo Multispeciality Hospitals Limited (Formerly, Apollo Gleneagles Hospital Limited)

4. Bharat Certis Agriscience Limited (Formerly, Bharat Insecticides Limited)

5. Centre for Digestive and Kidney Diseases (India) Private Limited

6. Continental Hospitals Private Limited

7. Escorts Heart Institute & Research Centre Limited

8. Fortis C-DOC Healthcare Limited

9. Fortis Health Management Limited

10. Fortis Hospitals Limited

11. Fortis Malar Hospitals Limited

12. Hiranandani Healthcare Private Limited

13. International Hospital Limited

14. Lanka Hospitals Diagnostics (Private) Limited

15. Ravindranath GE Medical Associates Private Limited

16. Trivitron Health Care Private Limited

Details of our top five Group Companies

Our top five Group Companies, in accordance with the SEBI ICDR Regulations, comprise of Apollo Hospitals
Enterprise Limited, Fortis Malar Hospitals Limited, Fortis Hospitals Limited, Trivitron Health Care Private
Limited and Apollo Multispeciality Hospitals Limited (formerly, Apollo Gleneagles Hospital Limited).

In accordance with the SEBI ICDR Regulations, details of our top five Group Companies have been set out below
and certain financial information in relation to these entities for the last three Financial Years, extracted from their
respective audited financial statements is available on the websites indicated below.

236
1. Apollo Hospitals Enterprise Limited (“AHEL”)

Registered Office

The registered office of AHEL is situated at No. 19 Bishop Gardens, Raja Annamalaipuram, Chennai –
600 028, Tamil Nadu, India.

Financial information

Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, earnings per
share, diluted earnings per share and net asset value, derived from the audited standalone financial
statements of AHEL for the last three Financial Years are available on its website at
[Link].

2. Fortis Malar Hospitals Limited (“FMHL”)

Registered Office

The registered office of FMHL is situated at Fortis Hospital, Sector-62, Phase-VIII, Mohali, Punjab,
160062, India.

Financial information

Information with respect to reserves (excluding revaluation reserves), revenue from operations, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the audited standalone
financial statements of FMHL for the last three Financial Years are available on its website at
[Link]/investor-relations.

3. Fortis Hospitals Limited (“FHsL”)

Registered Office

The registered office of FHsL is situated at Escorts Heart Institute and Research Centre, Okhla Road, New
Delhi, 110025, India.

Financial information

Information with respect to reserves (excluding revaluation reserves), revenue from operations, profit after
tax, earnings per share, diluted earnings per share and net asset value, derived from the audited standalone
financial statements of FHsL for the last three Financial Years are available on the website of our Company
at [Link]

4. Trivitron Health Care Private Limited (“THCPL”)

Registered Office

The registered office of THCPL is situated at Trivitron Sapthagiri Bhawan, 15, IV Street Abhiramapuram,
Chennai - 600018, Tamil Nadu, India.

Financial information

Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, earnings per
share, diluted earnings per share and net asset value, derived from the audited standalone financial
statements of THCPL for the last three Financial Years are available on the website of our Company at
[Link]

5. Apollo Multispeciality Hospitals Limited (formerly, Apollo Gleneagles Hospital Limited) (“AMHL”)

Registered Office

237
 The registered office of AMHL is situated at 58, Canal Circular Road, Kolkata – 700054, West Bengal,
India.

Financial information

Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, earnings per
share, diluted earnings per share and net asset value, derived from the audited standalone financial
statements of AMHL for the last three Financial Years are available on the website of our Company at
[Link]

Details of other Group Companies

1. Agilus Diagnostics Nepal Private Limited (“ADNPL”)

The registered office of ADNPL is situated at Maharajgunj, ward No. 3 (Opposite US Embassy) P.O. Box
275 Kathmandu, Nepal.

2. Bharat Certis Agriscience Limited (Formerly, Bharat Insecticides (“BCAL”)

The registered office of BIL is situated at Office Unit 301, 3rd Floor, Worldmark 3, Asset No.7, Hospitality
District, Aerocity, NH-8, NA New Delhi– 110037, India.

3. Centre for Digestive and Kidney Diseases (India) Private Limited (“CDKDPL”)

The registered office of CDKDPL is situated at Global Hospital, Super-Speciality & Transplant Centre, 35,
Dr E. Borges Rd, Hospital Avenue, Parel Mumbai, Maharashtra - 400012, India.

4. Continental Hospitals Private Limited (“CHPL”)

The registered office of CHPL is situated at Plot No.3, Road No. 2, IT & Financial District, Gachibowli,
Hyderabad - 500035, Telangana, India.

5. Escorts Heart Institute & Research Centre Limited (“EHIRCL”)

The registered office of EHIRCL is situated at SCO-11, Sector 11-D, Chandigarh - 160011, India.

6. Fortis C-DOC Healthcare Limited (“FCDOC”)

The registered office of FCDOC is situated at Escorts Heart Institute and Research Centre Ltd, Okhla Road,
New Delhi - 110025, India.

7. Fortis Health Management Limited (“FHML”)

The registered office of FHML is situated at Escorts Heart Institute and Research Centre, Okhla Road, New
Delhi - 110025, India.

8. Hiranandani Healthcare Private Limited (“HHPL”)

The registered office of HHPL is situated at Mini Seashore Road, Sector-10A, Plot No. 28, Vashi Navi
Mumbai, Mumbai - 400703, Maharashtra, India.

9. International Hospital Limited (“IHL”)

The registered office of IHL is situated at Fortis Memorial Research Institute, Sector – 44, Gurgaon,
122002, Haryana, India.

10. Lanka Hospitals Diagnostics (Private) Limited (“LHDL”)

The registered office of LHDL is situated at No. 578, Elvitigala Mawatha, Colombo 05, Sri Lanka.

11. Ravindranath GE Medical Associates Private Limited (“RGMAPL”)

The registered office of RGMAPL is situated at Plot No. 439, Cheran Nagar, Perumbakkam, Chennai,
Tamil Nadu - 600100, India.

238
Nature and extent of interest of our Group Companies

In the promotion of our Company

None of our Group Companies have an interest in the promotion of our Company.

In the properties acquired by our Company in the past three years before filing this Draft Red Herring
Prospectus or proposed to be acquired by our Company

None of our Group Companies are interested in any property acquired by our Company in the three years
preceding the date of this Draft Red Herring Prospectus or proposed to be acquired by our Company.

In transactions for acquisition of land, construction of building and supply of machinery, etc.

None of our Group Companies are interested in any transaction for acquisition of land, construction of building
or supply of machinery, etc entered into by our Company.

Common pursuits among our Group Companies and our Company

As on date of this Draft Red Herring Prospectus, Agilus Diagnostics Nepal Private Limited is engaged in the same
line of business as that of our Company and accordingly, there are certain common pursuits between our Company
and such Group Company. However, there is no conflict of interest between such Group Company and our
Company. We shall adopt necessary procedures and practices as permitted by law to address any conflict of
interest, if and when they may arise.

Other than the above, our Group Companies are not involved in any common pursuits with our Company as on
date of this Draft Red Herring Prospectus.

Related business transactions within the group and significance on the financial performance of our
Company

Except as disclosed in “Restated Consolidated Financial Information – Note 39 - Related party disclosures” on
page 279, there are no other related business transactions with our Group Companies which are significant to the
financial performance of our Company.

Litigation

Except for the litigations involving EHIRCL and FHsL disclosed in “Outstanding Litigation and Other Material
Developments – Litigation Involving Our Group Companies which may have a Material Impact on Our Company”
on page 373, as on the date of this Draft Red Herring Prospectus, there is no other pending litigation involving
our Group Companies which will have a material impact on our Company.

Business interest of our Group Companies

Except in the ordinary course of business and as disclosed in “Restated Consolidated Financial Information –
Note 39 - Related party disclosures” on page 279, none of our Group Companies have any business interest in our
Company.

Other confirmations
Except for Fortis Malar Hospitals Limited and Apollo Hospitals Enterprise Limited, none of our Group Companies
have any securities listed on any stock exchange.

239
 DIVIDEND POLICY

The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, in accordance with provisions of our Articles of Association
and applicable law, including the Companies Act.

The dividend policy of our Company was adopted pursuant to the resolution of our Board dated May 20, 2022
(“Dividend Distribution Policy”). In terms of the Dividend Distribution Policy, our Board will consider various
external and internal factors including financial parameters before declaring or recommending dividend to
Shareholders, including, amongst others, the financial performance, the cash flow and liquidity position of our
Company, the distributable surplus available under law, the retained earnings that shall be utilized to meet business
expansion including growth plans (organic and inorganic), mergers and acquisitions, additional investment in
subsidiaries/ joint ventures/ associates, prevailing economic and market conditions, financial capacity needed to
address any contingencies that may arise in the future including foreseeable opportunities and threats in the
globalized competitive context. Our ability to pay dividend may be impacted by a number of factors, including
restrictive covenants under the loan or financing arrangements which our Company is currently a party to or may
enter into from time to time. For more information on restrictive covenants under our loan agreements, see
“Financial Indebtedness” on page 350.

The past trend in relation to our payment of dividends is not necessarily indicative of our dividend trend or
Dividend Distribution Policy, in the future, and there is no guarantee that any dividends will be declared or paid
in the future. For further details in relation to the risk involved, see “Risk Factors – Internal Risks - Our ability to
pay dividends in the future will depend on our earnings, financial condition, working capital requirements, capital
expenditures and restrictive covenants of our financing arrangements.” on page 56.

Except as disclosed below, our Company has not paid any dividends on the Equity Shares during the last three
Fiscals, and for period beginning on April 1, 2023, until the date of this Draft Red Herring Prospectus:

Period in which dividend was paid

Particulars
April 1, 2023 until the
Fiscal 2021 Fiscal 2022 Fiscal 2023
date of this DRHP
Number of Equity Shares 78,425,542 78,425,542 78,425,542 78,425,542
Face value per Equity 10 10 10 10
Share (in ₹)
Total dividend paid (in ₹ - - 372.52 233.71
million)
Dividend per Equity Share - - 4.75 2.98
(in ₹)*
Rate of dividend (%)$ - - 47.50 29.80
Mode of payment of - - Banking Channel Banking Channel
dividend
Dividend distribution tax - - - -
(%)
* Dividend per equity share = Total dividend/ Number of equity shares
$ Rate of dividend = Dividend per equity share/ Face value per equity share

240
 SECTION VI – FINANCIAL INFORMATION

RESTATED CONSOLIDATED FINANCIAL INFORMATION

The remainder of this page has intentionally been left blank

241
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED CONSOLIDATED
FINANCIAL INFORMATION

The Board of Directors

Agilus Diagnostics Limited (Formerly known as SRL Limited)
Fortis Hospital, Sector 62,
Phase VIII, Mohali,
Punjab - 160062

Dear Sirs,

1. We, B S R & Co. LLP, Chartered Accountants (“we” or “us” or “B S R”), have examined the attached
Restated Consolidated Financial Information of Agilus Diagnostics Limited (Formerly known as SRL
Limited) (the “Company” or the “Holding Company” or the “Issuer”), its subsidiaries (the Company
and its subsidiaries together referred to as the “Group"), and its joint ventures, comprising the Restated
Consolidated Statement of Assets and Liabilities as at 31 March 2023, 31 March 2022 and 31 March
2021, the Restated Consolidated Statement of Profit and Loss (including other comprehensive income),
the Restated Consolidated Statement of Changes in Equity, the Restated Consolidated Statement of
Cash Flows for the years ended 31 March 2023, 31 March 2022 and 31 March 2021, the Summary of
Significant 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 25 September 2023 for the purpose of inclusion in the Draft Red Herring
Prospectus (“DRHP”) prepared by the Company in connection with its proposed Initial Public Offer
of equity shares (“IPO”) prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act”);
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“ICDR Regulations”); and
c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

2. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated
Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and
Exchange Board of India (“SEBI”), the stock exchanges where the equity shares of the Company are
proposed to be listed (“Stock Exchanges”) and the Registrar of Companies, National Capital
Territory of Delhi and Haryana, situated at New Delhi (“ROC”) in connection with the proposed
IPO. The Restated Consolidated Financial Information have been prepared by the management of the
Company on the basis of preparation stated in Note 2(a) of Annexure V to the Restated Consolidated
Financial Information.

The respective Board of Directors of the companies included in the Group and of its joint ventures
are responsible for designing, implementing and maintaining adequate internal control relevant to
the preparation and presentation of the Restated Consolidated Financial Information. The respective
Board of Directors are also responsible for identifying and ensuring that the Group and its joint
ventures complies with the Act, ICDR Regulations and the Guidance Note.

242
3. We have examined such 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 07 August 2023 in connection with the proposed IPO of equity shares of
the Company.
b) The Guidance Note. 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 Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the
proposed IPO.

4. These Restated Consolidated Financial Information have been compiled by the management from the
audited consolidated financial statements of the Group and its joint ventures as at and for the years
ended 31 March 2023, 31 March 2022 and 31 March 2021 prepared in accordance with the Indian
Accounting Standards (referred to as “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 (the “consolidated financial statements”), which have been approved by
the Board of Directors of the Company at their meetings held on 18 May 2023, 20 May 2022 and 20
May 2021, respectively.

5. For the purpose of our examination, we have relied on auditor’s report issued by us dated 18 May 2023,
20 May 2022 and 20 May 2021 respectively on the consolidated financial statements as at and for the
years ended 31 March 2023, 31 March 2022 and 31 March 2021 respectively as referred in Paragraph
4 above. The auditor’s reports on the consolidated financial statements of the Group and its joint
ventures as at and for the year ended 31 March 2023, 31 March 2022 and 31 March 2021 included the
following audit qualifications and emphasis of matter (“EOM”) paragraphs (as described in Annexure
VI to the Restated Consolidated Financial Information):

(i) our audit of the consolidated financial statements as of and for the year ended 31 March 2023
which includes reference to:
a. Emphasis of matter paragraph related to ongoing investigation:
We draw attention to Note 56 and 57 of the consolidated financial statements which
deals with various matters including the ongoing investigation by Serious Fraud
Investigation Office ("SFIO") on Fortis Healthcare Limited ("FHL" or the "Parent
Company") and its subsidiaries ("the Fortis Group") regarding alleged improper
transactions and non-compliances with laws and regulations including Companies Act,
2013. These transactions and non-compliances relate to or originated prior to take over
of control of Parent Company by its reconstituted board of directors in the year ended
31 March 2018. As mentioned in the note, the Group has been submitting information
required by SFIO and is also cooperating in the regulatory investigations.
As explained in the said note, the Fortis Group had recorded significant adjustments/
provisions in its books of account during the year ended 31 March 2018. The Parent
Company has launched legal proceedings and has also filed a complaint with the
Economic Offences Wing (‘EOW’) against erstwhile promoters and their related

243
 entities based on the findings of the investigation conducted by the Fortis Group. Based
on management's detailed analysis and consultation with external legal counsel, any
further financial impact, to the extent it can be reliably estimated as at present, is not
expected to be material.
Our opinion is not modified in respect of this matter.
b. Audit qualification relating to maintenance of proper books of account:
In our opinion, proper books of account as required by law relating to preparation of the
aforesaid consolidated financial statements have been kept so far as it appears from our
examination of those books and the reports of the other auditors except that the back-up of
the books of account and other relevant books and papers in electronic mode for one of the
Group's laboratory has not been kept on servers physically located in India on a daily basis.
(ii) our audit of the consolidated financial statements as of and for the year ended 31 March 2022
which includes reference to:
a. Emphasis of matter paragraph related to ongoing investigation:

We draw attention to Note 56 and 57 of the consolidated financial statements which deals
with various matters including the ongoing investigation by Serious Fraud Investigation
Office ("SFIO") on Fortis Healthcare Limited ("FHL" or the "Parent Company") and its
subsidiaries ("the Fortis Group") regarding alleged improper transactions and non-
compliances with laws and regulations including Companies Act, 2013. These transactions
and non-compliances relate to or originated prior to take over of control of Parent Company
by its reconstituted board of directors in the year ended 31 March 2018. As mentioned in
the note, the Group has been submitting information required by SFIO and is also
cooperating in the regulatory investigations.
As explained in the said note, the Fortis Group had recorded significant adjustments/
provisions in its books of account during the year ended 31 March 2018. The Parent
Company has launched legal proceedings and has also filed a complaint with the Economic
Offences Wing ('EOW') against erstwhile promoters and their related entities based on the
findings of the investigation conducted by the Fortis Group. Based on management's
detailed analysis and consultation with external legal counsel, any further financial impact,
to the extent it can be reliably estimated as at present, is not expected to be material.
Our opinion is not modified in respect of this matter.
(iii) our audit of the consolidated financial statements as of and for the year ended 31 March 2021
which includes reference to:
a. Emphasis of matter paragraph related to ongoing investigation:
We draw attention to Note 54 and 55 of the consolidated financial statements which deals
with various matters including the ongoing investigation by Serious Fraud Investigation
Office ("SFIO") on Fortis Healthcare Limited ("FHL" or the ''Parent Company") and its
subsidiaries (the "Fortis Group") regarding alleged improper transactions and non-
compliances with laws and regulations including Companies Act, 2013 and SEBI laws and
regulations. These transactions and non-compliances relate to or originated prior to take
over of control of Parent Company by its reconstituted board of directors in the year ended
31 March 2018. As mentioned in the note, the Fortis Group has been submitting information
required by SFIO and is cooperating in the regulatory investigations.

244
 As explained in the said note, the Fortis Group had recorded significant adjustments/
provisions in its books of account during the year ended 31 March 2018. The Parent
Company has launched legal proceedings and has also filed a complaint with the Economic
Offences Wing ('EOW') against erstwhile promoters and their related entities based on the
findings of the investigation conducted by the Fortis Group. Based on management's
detailed analysis and consultation with external legal counsel, any further financial impact,
to the extent it can be reliably estimated as at present, is not expected to be material.
Our opinion is not modified in respect of this matter.
b. Emphasis of matter paragraph related to civil suit:
As explained in Note 56 of the consolidated financial statements, a Civil Suit claiming Rs.
2,534.40 million was filed by a third party against various entities including the Company
and certain entities within the Fortis Group relating to "Fortis, SRL and La-Femme" brands.
Based on legal advice of external legal counsel, the Management believes that the claims
are without legal basis and not tenable. Further, as mentioned in Note 56 of the consolidated
financial statements, the tenure of brand license agreement entered by the Company has
expired and the Parent Company has filed an application before the Hon'ble Supreme Court
of India seeking permission for change of company name, brand and logo. The matter is
currently sub-judice.
Our opinion is not modified in respect of this matter.

6. As indicated in our audit reports referred above:

We did not audit the financial statements of one subsidiary (as mentioned in Annexure A), included in
the Group, as of and for the years ended 31 March 2023, 31 March 2022 and 31 March 2021, whose
financial statements reflect total assets, total revenues and net cash inflows / (outflows) included in the
Audited Consolidated Financial Statements, for the relevant years as tabulated below. Further, we did
not audit the financial statements of one joint venture for the years ended 31 March 2023 and 31 March
2022 and two joint ventures for the year ended 31 March 2021 (as mentioned in Annexure A) whose
financial statements reflect the consolidated entities’ share of profits (and other comprehensive income),
for the relevant years as tabulated below. These financial statements have been audited by other auditors
whose reports have been furnished to us by the Company’s management and our opinion, in so far as
it relates to the amounts and disclosures included in respect of such subsidiary and joint ventures, is
based solely on the reports of the other auditors.
(Rs. in million)
Particulars As at and for the year ended
31 March 2023 31 March 2022 31 March 2021
Total assets 214.06 334.81 252.84
Total revenue 144.14 378.03 154.68
Net cash inflows/ (outflows) (34.13) (57.60) 108.63
Share of profit in its joint 0.10 3.07 436.30
ventures

Out of these, one subsidiary and one joint venture are located outside India whose financial statements
and other financial information have been prepared in accordance with accounting principles generally
accepted in their respective countries and which have been audited by other auditors under generally
accepted auditing standards applicable in their respective countries. The Company's management has
converted the financial statements of such subsidiary and joint venture located outside India from
accounting principles generally accepted in their respective countries to accounting principles generally

245
 accepted in India. We have audited these conversion adjustments made by the Company's management.
Our opinion in so far as it relates to the balances and affairs of such subsidiary and joint venture located
outside India is based on the reports of other auditors and the conversion adjustments prepared by the
management of the Company and audited by us.
` Our opinion on the Restated Consolidated Financial Information is not modified in respect of these
matters.
7. Based on our examination and according to the information and explanations given to us, we report
that the Restated Consolidated Financial Information:
a) has been prepared after incorporating adjustments for the changes in accounting policies, material
errors and regrouping / reclassifications retrospectively in the financial years ended 31 March 2022
and 31 March 2021 to reflect the same accounting treatment as per the accounting policies and
grouping/classifications followed as at and for the year ended 31 March 2023;
b) does not contain any qualifications requiring adjustments. Moreover, those qualifications in the
Companies (Auditor’s Report) Order, 2016 and 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
do not require any corrective adjustments in the Restated Consolidated Financial Information have
been disclosed in Annexure VI to the Restated Consolidated Financial Information; and
c) been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.

8. We have not audited any financial statements of the Group and its joint ventures as of any date or
for any period subsequent to 31 March 2023. Accordingly, we express no opinion on the financial
position, results of operations, cash flows and statement of changes in equity of the Group and its
joint ventures as of any date or for any period subsequent to 31 March 2023.

9. The Restated Consolidated Financial Information does not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the consolidated financial statements, respectively
mentioned in paragraph 4 above.

10. 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 nor should this report be construed as a new opinion on any of the
consolidated financial statements referred to herein.

11. We have no responsibility to update our report for events and circumstances occurring after the date
of the report.

12. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to be filed
with Securities and Exchange Board of India (“SEBI”), the stock exchanges where the equity shares
of the Company are proposed to be listed (“Stock Exchanges”) and the Registrar of Companies,
Punjab and Chandigarh situated at Chandigarh (“ROC”) in connection with the proposed IPO. 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.

246
 For B S R & Co. LLP
Chartered Accountants
Firm Registration No: 101248W/W-100022

Rahul Nayar
Partner
Place: Gurugram Membership No:508605
Date: 25 September 2023 UDIN:23508605BGZYIU4077

247
Annexure-A

As at and for the year ended 31 March 2023

Company Name Relationship Auditor

Agilus Diagnostics FZ LLC (Formerly known as ‘SRL Subsidiary Crowe Mak
Diagnostics FZ-LLC’)
Agilus Diagnostics Nepal Private Limited (Formerly known Joint Venture S. Bishal & Associates
as ‘SRL Diagnostics (Nepal) Private Limited’)

As at and for the year ended 31 March 2022

Company Name Relationship Auditor

Agilus Diagnostics FZ LLC (Formerly known as ‘SRL Subsidiary Crowe Mak
Diagnostics FZ-LLC’)
Agilus Diagnostics Nepal Private Limited (Formerly known Joint Venture Kripa Shrestha &
as ‘SRL Diagnostics (Nepal) Private Limited’) Associates

As at and for the year ended 31 March 2021

Company Name Relationship Auditor

Agilus Diagnostics FZ LLC (Formerly known as ‘SRL Subsidiary Crowe Mak
Diagnostics FZ-LLC’)
Agilus Diagnostics Nepal Private Limited (Formerly known Joint Venture Kumud Tripathy &
as ‘SRL Diagnostics (Nepal) Private Limited’) Co.
DDRC Agilus Pathlabs Limited (Formerly known as ‘DDRC Joint Venture R.G.N. Price & Co.
SRL Diagnostics Limited’)

248
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure I - Restated Consolidated Statement of Assets and Liabilities
(All amounts in Rupees millions, unless otherwise stated)
As at As at As at
Notes 31 March 2023 31 March 2022 A 31 March 2021
ASSETS s
Non-current assets
(a) Property, plant and equipment 5 3,110.93 2,943.07 2,611.26
(b) Capital work-in-progress 5 13.32 21.20 11.14
(c) Right-of-use assets 40 1,018.65 865.38 543.18
(d) Goodwill 6 8,507.65 8,329.84 4,191.78
(e) Other intangible assets 6 4,105.46 3,067.77 182.45
(f) Investments accounted for using the equity method 7 32.00 31.90 558.75
(g) Financial assets
(i) Loans 8 8.19 2.09 1.31
(ii) Other financial assets 9 257.59 245.03 98.80
(h) Deferred tax assets (net) 10 406.97 409.16 245.83
(i) Other tax assets (net) 11 628.53 495.65 381.02
(j) Other non-current assets 12 520.93 474.05 393.00
Total non-current assets 18,610.22 16,885.14 9,218.52
Current assets
(a) Inventories 13 609.73 567.30 375.88
(b) Financial assets
(i) Trade receivables 14 1,431.49 1,495.46 1,442.12
(ii) Cash and cash equivalents 15 1,137.44 1,035.78 2,266.16
(iii) Bank balances other than (ii) above 16 2,099.42 2,586.44 1,336.43
(iv) Loans 17 2.20 1.87 1,098.30
(v) Other financial assets 18 167.44 113.52 47.25
(c) Other current assets 19 129.50 114.12 78.46
Total current assets 5,577.22 5,914.49 6,644.60

Total assets 24,187.44 22,799.63 15,863.12

EQUITY AND LIABILITIES

EQUITY
(a) Equity share capital 20 784.26 784.26 784.26
(b) Other equity 18,671.51 17,877.28 12,329.56
Total equity 19,455.77 18,661.54 13,113.82

LIABILITIES
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 21 18.96 16.12 9.70
(ii) Lease liabilities 40 812.86 667.07 397.06
(iii) Other financial liabilities 22 192.58 32.15 58.68
(b) Provisions 23 305.19 311.05 249.20
(c) Deferred tax liabilities 10 672.42 688.30 -
Total non-current liabilities 2,002.01 1,714.69 714.64

Current liabilities
(a) Financial liabilities
(i) Borrowings 24 9.33 6.39 2.83
(ii) Lease liabilities 40 252.96 243.61 172.67
(iii) Trade payables 25
- Total outstanding dues of micro enterprises and small enterprises 166.10 83.53 28.14
- Total outstanding dues of creditors other than micro enterprises and 1,228.62 1,209.61 1,135.95
small enterprises
(iv) Other financial liabilities 26 695.86 551.30 385.10
(b) Other current liabilities 27 284.90 246.73 240.39
(c) Provisions 28 79.10 77.61 69.58
(d) Current tax liabilities (net) 29 12.79 4.62 -
Total current liabilities 2,729.66 2,423.40 2,034.66

Total liabilities 4,731.67 4,138.09 2,749.30

Total equity and liabilities 24,187.44 22,799.63 15,863.12

The above Annexures should be read with Summary of Significant Accounting Policies appearing in Annexure V, Statement of adjustments to Restated Consolidated Financial Information in
Annexure VI and Notes to the Restated Consolidated Financial Information in Annexure VII.

As per our examination report of even date attached

810,998 810,998
For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Agilus Diagnostics Limited (formerly known as SRL Limited)
ICAI Firm's Registration No.:101248W/W-100022

Rahul Nayar Anand K Dr. Ashutosh Raghuvanshi

Partner Managing Director & Chief Executive Officer Director
Membership Number:508605 DIN: 02427196 DIN:02775637

Place: Gurugram Trapti Chief

Mangesh
Financial
Shirodkar
Officer
Date : 25 September 2023 Company Secretary Chief Financial Officer

Place: Gurugram
Date : 25 September 2023

249
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure II - Restated Consolidated Statement of Profit and Loss
(All amounts in Rupees millions, unless otherwise stated)

Year ended Year ended Year ended

Notes
31 March 2023 31 March 2022 31 March 2021
Income
Revenue from operations 30 13,474.62 16,049.11 10,350.73
Other income 31 236.40 134.36 256.21
Total income 13,711.02 16,183.47 10,606.94

Expenses
Cost of materials consumed 32 3,159.79 3,991.36 2,876.20
Cost of tests outsourced 169.78 145.53 121.24
Employee benefits expense 33 3,078.82 3,072.57 2,434.95
Finance costs 34 154.51 157.64 117.93
Depreciation and amortisation expense 35 889.70 802.77 520.65
Other expenses 36 4,676.47 4,720.52 3,168.21
Total expenses 12,129.07 12,890.39 9,239.18

Restated profit before share of profit of equity accounted investees, exceptional 1,581.95 3,293.08 1,367.76
items and tax

Share of profit of equity accounted investees (net of income tax) 51 0.10 9.03 435.70

Restated profit before exceptional items and tax 1,582.05 3,302.11 1,803.46

Exceptional items 50A - 3,061.43 -

Restated profit before tax 1,582.05 6,363.54 1,803.46
Tax expense
Current tax 37 431.80 967.12 407.84
Deferred tax (credit)/charge 37 (16.11) (150.66) 83.17
Total tax expense 415.69 816.46 491.01
Restated profit for the year 1,166.36 5,547.08 1,312.45
Restated other comprehensive income
A (i) Items that will not be reclassified to profit or loss
(a) Remeasurements of the defined benefit plans of the Company and 43 9.70 9.12 (0.41)
its subsidiaries
(b) Remeasurements of the defined benefit plans of joint ventures 53 - - 0.81
(ii) Income tax relating to items that will not be reclassified to profit or loss
(a) Income tax on remeasurements of the defined benefit plans of the Company 37 (2.42) (2.32) 0.13
and its subsidiaries
(b) Income tax on remeasurements of the defined benefit plans of joint ventures 53 - - (0.20)

7.28 6.80 0.33

B (i) Items
Items that
that will
will not be reclassified
be reclassified to profit
to profit or loss
or loss
(a) Exchange differences in translating the financial statements of foreign (6.89) (6.16) 5.16
operations
Restated total other comprehensive income (net of income tax) (A(i+ii)+B(i)) 0.39 0.64 5.49
Restated total comprehensive income for the year 1,166.75 5,547.72 1,317.94

Restated profit for the year attributable to:

- Owners of the Company 1,166.36 5,547.08 1,312.45
Restated other comprehensive income for the year attributable to:
- Owners of the Company 0.39 0.64 5.49
Restated total comprehensive income for the year attributable to:
- Owners of the Company 1,166.75 5,547.72 1,317.94
Earnings per equity share (Face value of Rs. 10 each)
(i) Basic (in Rupees) 38 14.87 70.73 16.74
(ii) Diluted (in Rupees) 38 14.76 70.21 16.62

The above Annexures should be read with Summary of Significant Accounting Policies appearing in Annexure V, Statement of adjustments to Restated Consolidated Financial Information in
Annexure VI and Notes to the Restated Consolidated Financial Information in Annexure VII.
As per our examination report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Agilus Diagnostics Limited (formerly known as SRL Limited)
ICAI Firm's Registration No.:101248W/W-100022

Rahul Nayar Anand K Dr. Ashutosh Raghuvanshi

Partner Managing Director & Chief Executive Officer Director
Membership Number:508605 DIN: 02427196 DIN:02775637

Place: Gurugram Trapti Mangesh Shirodkar

Date : 25 September 2023 Company Secretary Chief Financial Officer

Place: Gurugram
Date : 25 September 2023

250
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure III - Restated Consolidated Statement of Changes in Equity
(All amounts in Rupees millions, unless otherwise stated)

a. Equity Share capital

Particulars Amount
Balance as at 1 April 2020 784.26
Changes in share capital during the year -
Balance as at 31 March 2021 784.26
Changes in share capital during the year -
Balance as at 31 March 2022 784.26
Changes in share capital during the year -
Balance as at 31 March 2023 784.26

b. Other Equity attributable to equity holders Reserves and surplus Other

Comprehensive
Income
Total other
Particular Notes Securities Share options Retained Capital General Foreign currency
equity
premium * outstanding earnings *** reserve **** reserve translation reserve
account ** ****** *****

Balance at 1 April 2022 6,942.51 30.68 9,551.83 1,418.11 33.36 (99.21) 17,877.28

Restated profit for the year - - 1,166.36 - - - 1,166.36

Other comprehensive income for the year, (net of income tax) :
Remeasurements of the defined benefit liability - - 7.28 - - - 7.28
Exchange differences in translating the financial statements of foreign operations - - - - - (6.89) (6.89)
Total comprehensive income for the year - - 1,173.64 - - (6.89) 1,166.75

Dividend payment to shareholders 55 (A) - - (372.52) - - - (372.52)

Balance at 31 March 2023 6,942.51 30.68 10,352.95 1,418.11 33.36 (106.10) 18,671.51

Balance at 1 April 2021 6,942.51 33.78 3,997.95 1,418.11 30.26 (93.05) 12,329.56
Restated profit for the year - - 5,547.08 - - - 5,547.08
Other comprehensive income for the year, (net of income tax) :
Remeasurements of the defined benefit liability - - 6.80 - - - 6.80
Exchange differences in translating the financial statements of foreign operations - - - - - (6.16) (6.16)
Total comprehensive income for the year - - 5,553.88 - - (6.16) 5,547.72

Employee stock option forfeited 46 - (3.10) - - 3.10 - -

Balance at 31 March 2022 6,942.51 30.68 9,551.83 1,418.11 33.36 (99.21) 17,877.28

Restated balance at 1 April 2020 6,942.51 54.92 2,685.17 1,418.11 18.55 (98.21) 11,021.05
Restated profit for the year - - 1,312.45 - - - 1,312.45
Other comprehensive income for the year, (net of income tax) :
Remeasurements of the defined benefit liability - - 0.33 - - - 0.33
Exchange differences in translating the financial statements of foreign operations - - - - - 5.16 5.16
Total comprehensive income for the year - - 1,312.78 - - 5.16 1,317.94

Recognition / (reversal) of share-based payments expense 46 - (9.43) - - - - (9.43)

Employee stock option forfeited 46 - (11.71) - - 11.71 - -

Balance at 31 March 2021 6,942.51 33.78 3,997.95 1,418.11 30.26 (93.05) 12,329.56

251
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure III - Restated Consolidated Statement of Changes in Equity
(All amounts in Rupees millions, unless otherwise stated)

* The unutilized accumulated excess of issue price over face value on issue of shares. This reserve is utilised in accordance with the provisions of the Companies Act 2013.
** The fair value of the equity settled share based payment transactions with employees is recognised in the Restated Consolidated Statement of Profit and Loss with corresponding credit to share options outstanding account.
*** Retained earnings are the accumulated profits earned by the Group till date.
**** Capital reserve represents the equity and reserves of Agilus Diagnostics FZ LLC (Formerly known as SRL Diagnostics FZ LLC) acquired during the year 2016-17 through common control business combination.

***** This foreign currency translation reserve represents the cumulative translation differences on foreign operations (i.e. Agilus Diagnostics FZ LLC, Dubai).

****** In respect of Nil (31 March 2022 : 25,000 ; 31 March 2021 : 231,000) options forfeited during the year, amount aggregating Rs. Nil (31 March 2022: Rs. 3.10 million ; 31 March 2021 : Rs. 11.71 million) has been
transferred to general reserve (refer note 46).

The above Annexures should be read with Summary of Significant Accounting Policies appearing in Annexure V, Statement of adjustments to Restated Consolidated Financial Information in Annexure VI and Notes to the Restated
Consolidated Financial Information in Annexure VII.

As per our examination report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Agilus Diagnostics Limited (formerly known as SRL Limited)
ICAI Firm's Registration No.:101248W/W-100022

Rahul Nayar Anand K Dr. Ashutosh Raghuvanshi

Partner Managing Director & Chief Executive Officer Director
Membership Number:508605 DIN: 02427196 DIN:02775637

Place : Gurugram Trapti Mangesh Shirodkar

Date : 25 September 2023 Company Secretary Chief Financial Officer

Place: Gurugram
Date : 25 September 2023

252
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure IV - Restated Consolidated Statement of Cash Flows
(All amounts in Rupees millions, unless otherwise stated)

Notes Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021
A Cash flows from operating activities
Restated profit before tax 1,582.05 6,363.54 1,803.46
Adjustments for:
Depreciation and amortisation expense 35 889.70 802.77 520.65
Loss/ (Gain) on disposal of property, plant and equipment (net) 31 and 36 (32.95) 3.45 (1.13)
Share of profit of equity accounted investees (net of income tax) 51 (0.10) (9.03) (435.70)
Loss allowance for deposits and advances 36 1.36 1.60 5.64
Loss allowance for trade receivables 36 143.65 76.55 142.67
Advances written off 36 - - 1.08
Exceptional items 50A - (3,061.43) -
Equity settled share based payment 33 - - (9.43)
Liabilities/provisions no longer required written back 30 (47.32) (88.43) (49.48)
Finance costs 34 154.51 157.64 117.93
Gain on sale of investment 31 (7.40) - -
Gain on termination of leases 31 (18.25) - -
Interest income 31 (154.26) (120.55) (235.69)

Operating profit before changes in assets and liabilities 2,510.99 4,126.11 1,860.00

(Increase) in inventories (41.80) (112.26) (70.23)

(Increase) in trade receivables (65.12) (50.03) (120.88)
(Increase)/decrease in loans and other financial assets (45.27) (33.29) 242.97
(Increase) in other assets (20.46) (22.49) (6.90)
Increase in trade payables 124.38 58.61 263.00
(Decrease)/increase in other financial liabilities (23.21) 101.37 35.90
(Decrease)/increase in Provisions (11.21) 7.87 11.05
Increase/(decrease) in other liabilities 35.59 (68.06) 2.60
Cash generated from operations 2,463.89 4,007.83 2,217.51

Direct taxes paid (net) (552.54) (1,059.33) (451.30)

Net cash generated from operating activities 1,911.35 2,948.50 1,766.21

B Cash flows from investing activities

Interest received 134.72 127.55 229.78
Investment in equity shares (refer note 50A) (125.00) (3,375.00) -
Fixed deposits made during the year (6,493.47) (5,166.52) (1,698.72)
Fixed deposits matured during the year 6,949.93 3,865.85 1,917.53
Repayment of loan given to fellow subsidiaries - 1,071.70 -
Purchase of current investment (1,209.94) - -
Proceeds from sale of current investment 1,217.34 -
Dividend from joint venture - 110.45 280.00
Payments for purchase of property, plant and equipment and intangible assets (1,466.60) (629.03) (372.41)
Payment of purchase consideration in business combination (Refer note 50B, 50C and 50D) (138.93) - (7.00)
Proceeds from disposal of property, plant and equipment 59.97 11.35 25.47
Net cash (used in)/generated from investing activities (1,071.98) (3,983.65) 374.65

C Cash flows from financing activities*

Proceeds from borrowings 15.28 14.03 12.46
Repayment of borrowings (9.60) (4.10) (1.10)
Principal payment of lease liabilities (256.29) (225.75) (185.15)
Interest paid on lease liabilities (88.64) (80.02) (63.03)
Dividend paid (372.52) - -
Finance cost paid (29.89) (39.30) (27.12)
Net cash used in financing activities (741.66) (335.14) (263.94)

Net increase/(decrease) in cash and cash equivalents [A+B+C] 97.71 (1,370.29) 1,876.92
Cash and cash equivalents at the beginning of the year 1,035.78 2,266.16 391.72
Effect of movements in exchange rates 3.95 2.76 (2.48)
Add: Cash and cash equivalents in respect of acquisitions (refer note 50A) - 137.15 -
Cash and cash equivalents at the end of the year 15 1,137.44 1,035.78 2,266.16

*Changes in financial liabilities arising from financing activities

Particulars Borrowings (including Lease liabilities

interest accrued)

As at 01 April 2020 1.19 648.50

Addition during the year 12.46 152.25
Derecognition of lease liability - (44.93)
Interest cost 0.43 63.03
Payment of lease liabilities (including interest of Rs. 63.03 million) - (248.18)
Effect of changes in foreign exchange rates (0.03) (0.95)
Repayments of borrowings (1.10) -
Finance cost paid (0.36) -
As at 31 March 2021 12.59 569.72
As at 01 April 2021 12.59 569.72
Addition during the year 14.03 503.91
Addition on acquisitions (Refer Note 50A) - 65.10
Derecognition of lease liability - (3.38)
Interest cost 1.28 80.02
Payment of lease liabilities (including interest of Rs. 80.02 million) - (305.77)
Effect of changes in foreign exchange rates 0.06 1.06
Repayments of borrowings (4.10) -
Finance cost paid (1.24) -
As at 31 March 2022 22.62 910.66
As at 01 April 2022 22.62 910.66
Addition during the year 15.28 490.94
Addition on acquisitions (Refer Note 50B and 50C) - 17.10
Derecognition of lease liability - (98.63)
Interest cost 1.93 88.64
Payment of lease liabilities (including interest of Rs. 88.64 million) - (344.93)
Effect of changes in foreign exchange rates 0.10 2.04
Repayments of borrowings (9.60) -
Finance cost paid (1.86) -
As at 31 March 2023 28.47 1,065.82

253
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure IV - Restated Consolidated Statement of Cash Flows
(All amounts in Rupees millions, unless otherwise stated)

Note :
1 During the year ended 31 March 2023, the Group paid Rs. 51.27 million (31 March 2022: Rs. 40.86 million ; 31 March 2021: Rs. 29.55 million) towards corporate social responsibility
expenditure (refer note 44).
2 The statement of cash flows for operating activities has been prepared in accordance with the "Indirect Method" as set out in the Ind AS 7 "Statement of Cash Flows".

The above Annexures should be read with Summary of Significant Accounting Policies appearing in Annexure V, Statement of adjustments to Restated Consolidated Financial
Information in Annexure VI and Notes to the Restated Consolidated Financial Information in Annexure VII.

As per our examination report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Agilus Diagnostics Limited (formerly known as SRL Limited)
ICAI Firm's Registration No.:101248W/W-100022

Rahul Nayar Anand K Dr. Ashutosh Raghuvanshi

Partner Managing Director & Chief Executive Officer Director
Membership Number:508605 DIN: 02427196 DIN:02775637

Place: Gurugram Trapti Mangesh Shirodkar

Date : 25 September 2023 Company Secretary Chief Financial Officer

Place: Gurugram
Date : 25 September 2023

254
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VI - Statement of adjustments to Restated Consolidated Financial Information
(All amounts in Rupees millions, unless otherwise stated)

Part A: Statement of adjustments to Restated Consolidated Financial Information

a) Reconciliation between total equity as per audited financial statements and restated consolidated statement of assets and liabilities
Year ended Year ended Year ended
Particulars 31 March 2023 31 March 2022 31 March 2021

Total equity (as per audited financial statements) 19,455.77 18,661.54 13,113.82
Adjustments - - -
Total impact of adjustments - - -

Total equity as per restated consolidated statement of assets and liabilities 19,455.77 18,661.54 13,113.82

b) Reconciliation between profit after tax as per audited financial statements and restated consolidated statement of profit and loss

Year ended Year ended Year ended

Particulars 31 March 2023 31 March 2022 31 March 2021

Profit for the year (as per audited financial statements) 1,166.36 5,547.08 1,312.45
Adjustments - - -
Total impact of adjustments - - -

Restated profit for the year 1,166.36 5,547.08 1,312.45

Part B - Material Regrouping

1. No material regroupings have been made in the Restated Consolidated Financials Information.

2. Appropriate regroupings and reclassification have been made in the Restated Consolidated Statement of Assets and Liabilities, Restated Consolidated Statement of Profit and Loss and Restated
Statement of Cash flows, wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cashflows, pursuant to amendment in Schedule III to the
Companies Act, 2013 effective from 1 April 2021. Refer note 55D.

3. Further, certain immaterial regroupings have been made in the Restated Consolidated Statement of Assets and Liabilities, Restated Consolidated Statement of Profit and Loss and Restated
Statement of Cash flows, by reclassification of the corresponding items of income, expenses, assets, liabilities and cashflows to conform with the latest period classification and presentation. Refer note
55E

Part C - Non adjusting events (reproduced as per the signed financial statements for respective years)
Emphasis of matter paragraphs, audit qualifications and material uncertainty related to going concern paragraph for the year, which do not require any corrective adjustments in the Restated
Consolidated Financial Information are as follows:

For the year ended 31 March 2023

Agilus Diagnostics Limited (Consolidated Financial statements)

Emphasis of matter paragraph in auditor’s report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information

We draw attention to Note 56 and Note 57 of the consolidated financial statements which deals with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO")
on Fortis Healthcare Limited ("FHL" or the "Parent Company") and its subsidiaries (the "Fortis Group") regarding alleged improper transactions and non-compliances with laws and regulations including
Companies Act, 2013. These transactions and non-compliances relate to or originated prior to take over of control of Parent Company by its reconstituted board of directors in the year ended 31 March
2018. As mentioned in the note, the Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

As explained in the said note, the Fortis Group had recorded significant adjustments/provisions in its books of account during the year ended 31 March 2018. The Parent Company has launched legal
proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entities based on the findings of the investigation conducted by the
Fortis Group. Based on management's detailed analysis and consultation with external legal counsel, any further financial impact, to the extent it can be reliably estimated as at present, is not expected
to be material.

Our opinion is not modified in respect of this matter.

Audit qualification in auditor's report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information.

Audit qualification relating to maintainance of proper books of account

In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated financial statements have been kept so far as it appears from our examination of those
books and the reports of the other auditors except that the back-up of the books of account and other relevant books and papers in electronic mode for one of the Group's laboratory has not been kept
on servers physically located in India on a daily basis.

Statements / comments included in the Companies (Auditor’s Report) Order, 2020, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (xxi) of Companies (Auditor’s Report) Order, 2020

In our opinion and according to the information and explanations given to us, following companies incorporated in India and included in the consolidated financial statements, have unfavourable
remarks, qualification or adverse remarks given by the respective auditors in their reports under the Companies (Auditor’s Report) Order, 2020 (CARO):

Sr. No. Name of the entities CIN Holding Company/ Clause number of the CARO report which
Subsidiary is unfavourable or qualified or adverse

1 Agilus Diagnostics Limited U74899PB1995PLC045956 Holding Company 3(ii)(b),3(vii)(a)

2 Agilus Pathlabs Private Limited (Formerly known as SRL U85195DL1999PTC217659 Subsidiary 3 (i)(c),3 (vii)(a)
Diagnostics Private Limited)

3 Agilus Pathlabs Reach Limited (Formerly known as SRL U85100DL2015PLC279712 Subsidiary 3(vii)(a)
Reach Limited)
4 DDRC Agilus Pathlabs Limited (Formerly known as DDRC U85190MH2006PTC161480 Subsidiary 3(vii)(a)
SRL Diagnostics Limited)

255
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VI - Statement of adjustments to Restated Consolidated Financial Information
(All amounts in Rupees millions, unless otherwise stated)

Agilus Diagnostics Limited (Standalone Financial statements)

Emphasis of matter paragraph in auditor’s report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information

We draw attention to Note 56 and Note 57 of the standalone financial statements which deals with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO") on
Fortis Healthcare Limited ("FHL" or the "Parent Company") and its subsidiaries (the "Fortis Group") regarding alleged improper transactions and non-compliances with laws and regulations including
Companies Act, 2013. These transactions and non-compliances relate to or originated prior to take over of control of Parent Company by its reconstituted board of directors in the year ended 31 March
2018. As mentioned in the note, the Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

As explained in the said note, the Fortis Group had recorded significant adjustments/provisions in its books of account during the year ended 31 March 2018. The Parent Company has launched legal
proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entities based on the findings of the investigation conducted by the
Fortis Group. Based on management's detailed analysis and consultation with external legal counsel, any further financial impact, to the extent it can be reliably estimated as at present, is not expected
to be material.

Our opinion is not modified in respect of this matter.

Statements / comments included in the Companies (Auditor’s Report) Order, 2020, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (ii) (b) of Companies (Auditor’s Report) Order, 2020

According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has been sanctioned working capital limits in excess of five
crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our opinion, the quarterly returns or statements filed by the Company with such banks or
financial institutions are in agreement with the books of account of the Company except as follows:

Quarter Particulars Name of bank Amount as per Amount as Amount of difference Whether
books of account reported in the return/statement
quarterly return/ subsequently
statement rectified
Inventory 388.66 350.40 38.26 No
Jun-22
Creditors 353.74 351.40 2.34 No
Inventory 380.28 336.40 43.88 No
Sep-22 Axis Bank Limited, Kotak Mahindra Bank Limited,
Creditors 531.77 527.20 4.57 No
DBS Bank India Limited, HDFC Bank Limited
Dec-22 Inventory 416.87 371.60 45.27 No
Inventory 443.48 394.40 49.08 No
Mar-23
Creditors 434.42 430.70 3.72 No

Clause (vii) (a) of Companies (Auditor’s Report) Order, 2020

The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into
GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in
respect of undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of customs, Cess or other statutory dues have generally been
regularly deposited by the Company with the appropriate authorities, though there have been slight delays in a few cases of Provident Fund.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax,
Provident Fund, Employees State Insurance, Income-Tax, Duty of Custom, Cess or other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they
became payable, except as mentioned below:

Name of statute Nature of the dues Period to which the Amount Due date Date of payment
amount relates

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident Fund March 2019 3.11 15 April 2019 Not yet paid

Provident Fund April to September 15th day of following

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 5.18 Not yet paid
2022 month

256
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VI - Statement of adjustments to Restated Consolidated Financial Information
(All amounts in Rupees millions, unless otherwise stated)

Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private Limited)

Emphasis of matter paragraph in auditor’s report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information

We draw attention to Note 47 and Note 48 of the financial statements which deals with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO") on Fortis
Healthcare Limited ("FHL" or the "Parent Company") and its subsidiaries ("the Group") regarding alleged improper transactions and non-compliances with laws and regulations including Companies Act,
2013. These transactions and non-compliances relate to or originated prior to take over of control of Parent Company by its reconstituted board of directors in the year ended 31 March 2018. As
mentioned in the note, the Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

As explained in the said note, the Group had recorded significant adjustments/provisions in its books of account during the year ended 31 March 2018. The Parent Company has launched legal
proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entities based on the findings of the investigation conducted by the
Group. Based on management's detailed analysis and consultation with external legal counsel, any further financial impact, to the extent it can be reliably estimated as at present, is not expected to be
material.

Our opinion is not modified in respect of this matter.

Audit qualification in auditor's report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information.

Audit qualification with respect to Other Legal and Regulatory Requirements

In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except that the back-up of the books of account
and other relevant books and papers in electronic mode for one of the Company's laboratory has not been kept on servers physically located in India on a daily basis.

Statements / comments included in the Companies (Auditor’s Report) Order, 2020, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (i) (c) of Companies (Auditor’s Report) Order, 2020

According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than immovable properties
where the Company is the lessee and the leases agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company, except for the
following which are not held in the name of the Company:

Description of Gross carrying value Held in the name of Whether promoter, Period held- Reason for not being held in the name of the Company. Also
property (Rs. in million) director or their relative indicate range, indicate if in dispute
or employee where appropriate

Sub-division 0.55 Drs. Tribedi & Roy No 18 November 1999 The deed of conveyance of freehold land is in the name of Drs.
Layout Plot No. Diagnostics Tribedi & Roy Diagnostics Laboratories Limited, erstwhile name of
22 forming part Laboratories Limited the Company which was changed to NPIL Laboratories and
of Final Gat No. Diagnostics Private Limited on 16 December 2003. Subsequently,
249 of Survey the name was changed to Piramal Diagnostic Services Private
No. 120 Limited on 15 May 2008 and changed to SRL Diagnostics Private
admeasuring Limited on 21 June 2011.
408 Sq. Yds. Fresh certificate of incorporation consequent upon change of name
equivalent to dated 16 December 2003 and 15 May 2008 respectively was
341.12 Sq. Yds. issued by the Registrar of Companies, Maharashtra, Mumbai and
situated at dated 21 June 2011 issued by the Registrar of Companies, National
Village Capital Territory of Delhi and Haryana.
Dongergaon,
Taluka Mawal,
District Pune

Clause (vii) (a) of Companies (Auditor’s Report) Order, 2020

The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into
GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in
respect of undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax or other statutory dues have generally been regularly deposited with
the appropriate authorities, though there have been slight delays in a few cases of Income Tax and Labour Welfare Fund. Further in respect of Professional Tax, the Company has been irregular in
depositing the sum due throughout the year and the amount involved is Rs. 0.05 million.

As explained to us, the Company did not have any dues on account of Duty of Customs or Cess.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax,
Provident Fund, Employees State Insurance, Income-Tax or other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable, except
as mentioned below:

Name of statute Nature of the dues Period to which Amount Due date Date of payment
the amount relates (Rs. in million)

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident Fund March 2019 1.65 15 April 2019 Not yet paid

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident Fund April 2022 0.05 15 May 2022 Not yet paid

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident Fund May 2022 0.05 15 June 2022 Not yet paid

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident Fund June 2022 0.05 15 July 2022 Not yet paid

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident Fund July 2022 0.05 15 August 2022 Not yet paid

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident Fund August 2022 0.05 15 September 2022 Not yet paid

257
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VI - Statement of adjustments to Restated Consolidated Financial Information
(All amounts in Rupees millions, unless otherwise stated)

Agilus Pathlabs Reach Limited (Formerly known as SRL Reach Limited)

Statements / comments included in the Companies (Auditor’s Report) Order, 2020, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (vii) (a) of Companies (Auditor’s Report) Order, 2020

The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into
GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in
respect of undisputed statutory dues including Goods and Services Tax, Provident Fund, Employees State Insurance, Income-Tax, Duty of Customs or Cess or other statutory dues have been regularly
deposited by the Company with the appropriate authorities.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax,
Provident Fund, Employees State Insurance, Income-Tax, Duty of Custom or Cess or other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they
became payable, except as mentioned below:

Name of statute Nature of the dues Period to which Amount Due date Date of payment
the amount relates (Rs. in million)

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident Fund March 2019 0.08 15 April 2019 Not yet paid

DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL Diagnostics Limited)

Statements / comments included in the Companies (Auditor’s Report) Order, 2020, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (vii) (a) of Companies (Auditor’s Report) Order, 2020

The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into
GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in
respect of undisputed statutory dues including Goods and Service Tax, Provident Fund, Employees State Insurance, Income-Tax or other statutory dues have generally been regularly deposited with the
appropriate authorities, though there have been slight delays in a few cases of Provident Fund and Labour Welfare Fund.

As explained to us, the Company did not have any dues on account of Duty of Customs or Cess.
According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of Goods and Service Tax,
Provident Fund, Employees State Insurance, Income-Tax or other statutory dues were in arrears as at 31 March 2023 for a period of more than six months from the date they became payable.

Agilus Diagnostics FZ LLC (Formerly known as SRL Diagnostics FZ LLC)

Material uncertainity related to going concern

We draw attention to Note 2 to these financial statements which explains that the entity incurred a loss of AED 1,919,982 (Rs. 41.98 million) [2022: profit AED 6,130,321 (Rs. 124.35 million)] during
the year ended March 31, 2023 and had accumulated losses of AED 101,746,111, (Rs. 1,737.55 million) a deficit in the equity of AED 5,496,455 (Rs. 123.10 million) [2022: AED 3,576,473 (Rs. 74.23
million)] and net current liabilities of AED 4,806,768 (Rs. 107.65 million) as of that date. These conditions indicate that a material uncertainty exists that may cast significant doubt on the Entity's
ability to continue as a going concern. Our opinion is not qualified in respect of this matter.

For the year ended 31 March 2022

Agilus Diagnostics Limited (Consolidated Financial statements)

Emphasis of matter paragraph in auditor’s report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information

We draw attention to Note 56 and Note 57 of the consolidated financial statements which deals with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO")
on Fortis Healthcare Limited ("FHL" or the "Parent Company") and its subsidiaries (the "Fortis Group") regarding alleged improper transactions and non-compliances with laws and regulations including
Companies Act, 2013. These transactions and non-compliances relate to or originated prior to take over of control of Parent Company by its reconstituted board of directors in the year ended 31 March
2018. As mentioned in the note, the Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

As explained in the said note, the Fortis Group had recorded significant adjustments/provisions in its books of account during the year ended 31 March 2018. The Parent Company has launched legal
proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entities based on the findings of the investigation conducted by the
Fortis Group. Based on management's detailed analysis and consultation with external legal counsel, any further financial impact, to the extent it can be reliably estimated as at present, is not expected
to be material.

Our opinion is not modified in respect of this matter.

Statements / comments included in the Companies (Auditor’s Report) Order, 2020, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (xxi) of Companies (Auditor’s Report) Order, 2020

In our opinion and according to the information and explanations given to us, following companies incorporated in India and included in the consolidated financial statements, have unfavourable
remarks, qualifications or adverse remarks given by the respective auditors in their reports under the Companies (Auditor’s Report) Order, 2020 (CARO):

Sr. No. Name of the entities CIN Holding Clause number of the CARO report which
Company/Subsidiar is unfavourable or qualified or adverse
y
1 Agilus Diagnostics Limited U74899PB1995PLC045956 Holding Company 3 (vii)(a)
2 Agilus Pathlabs Private Limited U85195DL1999PTC217659 Subsidiary 3 (vii)(a)
3 Agilus Pathlabs Reach Limited U85100DL2015PLC279712 Subsidiary 3 (vii)(a), (xvii)

258
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VI - Statement of adjustments to Restated Consolidated Financial Information
(All amounts in Rupees millions, unless otherwise stated)

Agilus Diagnostics Limited (Standalone Financial statements)

Emphasis of matter paragraph in auditor’s report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information

We draw attention to Note 56 and Note 57 of the standalone financial statements which deals with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO") on
Fortis Healthcare Limited ("FHL" or the "Parent Company") and its subsidiaries (the "Fortis Group") regarding alleged improper transactions and non-compliances with laws and regulations including
Companies Act, 2013. These transactions and non-compliances relate to or originated prior to take over of control of Parent Company by its reconstituted board of directors in the year ended 31 March
2018. As mentioned in the note, the Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

As explained in the said note, the Fortis Group had recorded significant adjustments/provisions in its books of account during the year ended 31 March 2018. The Parent Company has launched legal
proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entities based on the findings of the investigation conducted by the
Fortis Group. Based on management's detailed analysis and consultation with external legal counsel, any further financial impact, to the extent it can be reliably estimated as at present, is not expected
to be material.

Our opinion is not modified in respect of this matter.

Statements / comments included in the Companies (Auditor’s Report) Order, 2020, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (vii) (a) of Companies (Auditor’s Report) Order, 2020

The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into
Goods and Services Tax.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in
respect of undisputed statutory dues including Goods and Services Tax ('GST'), Provident fund, Employees' State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues have been
regularly deposited by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Goods and Service Tax ('GST'), Provident fund, Employees' State Insurance, Income-Tax, Duty
of Customs, Cess and other statutory dues were in arrears as at 31 March 2022 for a period of more than six months from the date they became payable, except as mentioned below:

Name of statute Nature of the dues Period to which the Amount Due date Date of payment
amount relates (Rs. in million)

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident fund Refer Note 42 March 2019 3.11 15 April 2019 Not yet paid
(iii)

Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private Limited)

Emphasis of matter paragraph in auditor’s report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information

We draw attention to Note 47 and Note 48 of the financial statements which deals with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO") on Fortis
Healthcare Limited ("FHL" or the "Parent Company") and its subsidiaries (the "Group") regarding alleged improper transactions and non-compliances with laws and regulations including Companies Act,
2013. These transactions and non-compliances relate to or originated prior to take over of control of Parent Company by its reconstituted board of directors in the year ended 31 March 2018. As
mentioned in the note, the Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

As explained in the said note, the Group had recorded significant adjustments/provisions in its books of account during the year ended 31 March 2018. The Parent Company has launched legal
proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entities based on the findings of the investigation conducted by the
Group. Based on management's detailed analysis and consultation with external legal counsel, any further financial impact, to the extent it can be reliably estimated as at present, is not expected to be
material.

Our opinion is not modified in respect of this matter.

Statements / comments included in the Companies (Auditor’s Report) Order, 2020, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (vii) (a) of Companies (Auditor’s Report) Order, 2020

The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into
GST.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in
respect of undisputed statutory dues including Goods and Services Tax ('GST'), Provident fund, Employees' State Insurance, Duty of Customs, Cess and other statutory dues have generally been
regularly deposited with the appropriate authorities; though there have been slight delay in a few cases of income tax.

According to the information and explanations given to us, no undisputed amounts payable in respect of Goods and Service Tax ('GST'), Provident fund, Employees' State Insurance, Income-Tax, Duty
of Customs, Cess and other statutory dues were in arrears as at 31 March 2022 for a period of more than six months from the date they became payable, except as mentioned below:

Name of statute Nature of the dues Period to which the Amount Due date Date of payment
amount relates (Rs. in million)

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident Fund Refer Note 39 March 2019 1.65 15 April 2019 Not yet paid
(b)

259
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VI - Statement of adjustments to Restated Consolidated Financial Information
(All amounts in Rupees millions, unless otherwise stated)

Agilus Pathlabs Reach Limited (Formerly known as SRL Reach Limited)

Statements / comments included in the Companies (Auditor’s Report) Order, 2020, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (vii) (a) of Companies (Auditor’s Report) Order, 2020

The Company does not have liability in respect of Service tax, Duty of excise, Sales tax and Value added tax during the year since effective 1 July 2017, these statutory dues has been subsumed into
GST

According to the information and explanations given to us and on the basis of our examination of the records of the Company, in our opinion amounts deducted / accrued in the books of account in
respect of undisputed statutory dues including Goods and Services Tax ('GST'), Provident fund, Employees' State Insurance, Income-Tax, Duty of Customs, Cess and other statutory dues have been
regularly deposited by the Company with the appropriate authorities.

According to the information and explanations given to us, no undisputed amounts payable in respect of Goods and Service Tax ('GST') , Provident fund, Employees' State Insurance, Income-Tax, Duty
of Customs, Cess and other statutory dues were in arrears as at 31 March 2022 for a period of more than six months from the date they became payable, except as mentioned below:

Name of statute Nature of the dues Period to which the Amount Due date Date of payment
amount relates (Rs. in million)

The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 Provident fund Refer Note 36 March 2019 0.08 15 April 2019 Not yet paid

Clause (xvii) of Companies (Auditor’s Report) Order, 2020

The Company has incurred cash losses of Rs. 17.93 million only during the immediately preceding financial year but has not incurred any cash losses during the current financial year.

Agilus Diagnostics FZ LLC (Formerly known as SRL Diagnostics FZ LLC)

Material uncertainity relating to going concern

We draw attention to Note 2 to these financial statements which explains that the entity incurred a profit of AED 6,130,321 (Rs. 124.35 million) [2021: loss AED 7,565,124 (Rs. 153.03 million)] during
the year ended March 31, 2022 and had accumulated losses of AED 99,826,129 (Rs. 1,695.57 million), a deficit in the equity of AED 3,576,473 (Rs. 74.23 million) [2021: AED 9,706,794 (Rs. 192.42
million)] and net current liabilities of AED 2,589,261 (Rs. 53.74 million) as of that date. These conditions indicate that a material uncertainty exists that may cast significant doubt on the Entity's ability
to continue as a going concern. Our opinion is not qualified in respect of this matter.

260
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VI - Statement of adjustments to Restated Consolidated Financial Information
(All amounts in Rupees millions, unless otherwise stated)

For the year ended 31 March 2021

Agilus Diagnostics Limited (Consolidated Financial statements)

Emphasis of matter paragraph in auditor’s report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information

(1) We draw attention to Note 54 and Note 55 of the consolidated financial statements which deals with various matters including the ongoing investigation by Serious Fraud Investigation Office
("SFIO") on Fortis Healthcare Limited ("FHL" or the "Parent Company") and its subsidiaries (the "Fortis Group") regarding alleged improper transactions and non-compliances with laws and regulations
including Companies Act, 2013 and SEBI laws and regulations. These transactions and non-compliances relate to or originated prior to take over of control of Parent Company by its reconstituted board
of directors in the year ended 31 March 2018. As mentioned in the note, the Fortis Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

As explained in the said note, the Fortis Group had recorded significant adjustments/provisions in its books of account during the year ended 31 March 2018. The Parent Company has launched legal
proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entities based on the findings of the investigation conducted by the
Fortis Group. Based on management's detailed analysis and consultation with external legal counsel, any further financial impact, to the extent it can be reliably estimated as at present, is not expected
to be material.

Our opinion is not modified in respect of this matter.

(2) As explained in Note 56 of the consolidated financial statements, a Civil Suit claiming Rs. 2,534.4 million was filed by a third party against various entities including the Company and certain entities
within the Fortis Group relating to "Fortis, SRL and La-Femme" brands. Based on legal advice of external legal counsel, the Management believes that the claims are without legal basis and not tenable.
Further, as mentioned in Note 56 of the consolidated financial statements, the tenure of brand license agreement entered by the Company has expired and the Parent Company has filed an application
before the Hon'ble Supreme Court of India seeking permission for change of company name, brand and logo. The matter is currently sub-judice.

Our opinion is not modified in respect of this matter.

Agilus Diagnostics Limited (Standalone Financial statements)

Emphasis of matter paragraph in auditor’s report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information

(1) We draw attention to Note 47 and Note 48 of the standalone financial statements which deals with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO")
on Fortis Healthcare Limited ("FHL" or the "Parent Company") and its subsidiaries (the "Fortis Group") regarding alleged improper transactions and non-compliances with laws and regulations including
Companies Act, 2013 and SEBI laws and regulations. These transactions and non-compliances relate to or originated prior to take over of control of Parent Company by its reconstituted board of
directors in the year ended 31 March 2018. As mentioned in the note, the Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

As explained in the said note, the Fortis Group had recorded significant adjustments/provisions in its books of account during the year ended 31 March 2018. The Parent Company has launched legal
proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entities based on the findings of the investigation conducted by the
Fortis Group. Based on management's detailed analysis and consultation with external legal counsel, any further financial impact, to the extent it can be reliably estimated as at present, is not expected
to be material.

Our opinion is not modified in respect of this matter.

(2) As explained in Note 49 of the standalone financial statements, a Civil Suit claiming Rs. 2,534.40 million was filed by a third party against various entities including the Company and certain entities
within the Fortis Group relating to "Fortis, SRL and La-Femme" brands. Based on legal advice of external legal counsel, the Management believes that the claims are without legal basis and not tenable.
Further, as mentioned in Note 49 of the standalone financial statements, the tenure of brand license agreement entered by the Company has expired and the Parent Company has filed an application
before the Hon'ble Supreme Court of India seeking permission for change of company name, brand and logo. The matter is currently sub-judice.

Our opinion is not modified in respect of this matter.

Statements / comments included in the Companies (Auditor’s Report) Order, 2016, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (vii) (a) of Companies (Auditor’s Report) Order, 2016

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of
undisputed statutory dues including provident fund, employees’ state insurance, income-tax, goods and services tax , duty of customs, cess and other material statutory dues have generally been
regularly deposited during the year with the appropriate authorities though there has been a slight delay in a few cases of deposit of goods and service tax. As explained to us, the Company did not
have any dues on account of sales tax, value added tax, duty of excise and service tax.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of provident fund, employees’
state insurance, income tax, goods and services tax, duty of customs, cess and other material statutory dues were in arrears as at 31 March 2021 for a period of more than six months from the date
they became payable.

261
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VI - Statement of adjustments to Restated Consolidated Financial Information
(All amounts in Rupees millions, unless otherwise stated)

Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private Limited)

Emphasis of matter paragraph in auditor’s report for the respective year which do not require any corrective adjustments in the Restated Consolidated Financial Information

(1) We draw attention to Note 44 and Note 45 of the financial statements which deals with various matters including the ongoing investigation by Serious Fraud Investigation Office ("SFIO") on Fortis
Healthcare Limited ("FHL" or the "Parent Company") and its subsidiaries ("the Group") regarding alleged improper transactions and non-compliances with laws and regulations including Companies Act,
2013 and SEBI laws and regulations. These transactions and non-compliances relate to or originated prior to take over of control of Parent Company by the reconstituted board of directors in the year
ended 31 March 2018. As mentioned in the note, the Group has been submitting information required by SFIO and is also cooperating in the regulatory investigations.

As explained in the said note, the Group had recorded significant adjustments/provisions in its books of account during the year ended 31 March 2018. The Parent Company has launched legal
proceedings and has also filed a complaint with the Economic Offences Wing ('EOW') against erstwhile promoters and their related entities based on the findings of the investigation conducted by the
Group. Based on management's detailed analysis and consultation with external legal counsel, any further financial impact, to the extent it can be reliably estimated as at present, is not expected to be
material.

Our opinion is not modified in respect of this matter.

(2) As explained in Note 46 of the financial statements, a Civil Suit claiming Rs. 2,534.40 million was filed by a third party against various entities including the Company and certain entities within the
Fortis Group relating to "Fortis, SRL and La-Femme" brands. Based on legal advice of external legal counsel, the Management believes that the claims are without legal basis and not tenable. Further,
as mentioned in Note 46 of the financial statements, the tenure of brand license agreement entered by the Company has expired and the Parent Company has filed an application before the Hon'ble
Supreme Court of India seeking permission for change of Company name, brand and logo. The matter is currently sub-judice.

Our opinion is not modified in respect of this matter.

Statements / comments included in the Companies (Auditor’s Report) Order, 2016, which do not require any corrective adjustments in the Restated Consolidated Financial
Information

Clause (vii) (a) of Companies (Auditor’s Report) Order, 2016

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of
undisputed statutory dues including provident fund, employees’ state insurance, income-tax, goods and services tax, duty of customs, cess and other material statutory dues have generally been
regularly deposited during the year with the appropriate authorities though there has been a slight delay in a few cases of deposit of provident fund. As explained to us, the Company did not have any
dues on account of sales tax, value added tax, duty of excise and service tax.

Agilus Pathlabs Reach Limited (Formerly known as SRL Reach Limited)

Statements / comments included in the Companies (Auditor’s Report) Order, 2016, which do not require any corrective adjustments in the Restated Consolidated Financial
Information.

Clause (vii) (a) of Companies (Auditor’s Report) Order, 2016

According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted / accrued in the books of account in respect of
undisputed statutory dues including provident fund, employees’ state insurance, income-tax, goods and services tax , duty of customs, cess and other material statutory dues have generally been
regularly deposited during the year with the appropriate authorities though there have been a slight delay in a few cases of deposit of provident fund. As explained to us, the Company did not have any
dues on account of sales tax, value added tax, duty of excise and service tax.

According to the information and explanations given to us and on the basis of our examination of the records of the Company, no undisputed amounts payable in respect of provident fund, employees’
state insurance, income tax, goods and services tax, duty of customs, cess and other material statutory dues were in arrears as at 31 March 2021 for a period of more than six months from the date
they became payable.

Agilus Diagnostics FZ LLC (Formerly known as SRL Diagnostics FZ LLC)

Material uncertainity relating to going concern

We draw attention to Note 2 to these financial statements which explains that the entity incurred a loss of AED 7,565,124 (Rs. 153.03 million) [2020: AED 3,887,269 (Rs. 75.07 million)] during the year
ended March 31, 2021 and had accumulated losses of AED 105,956,450 (Rs. 1,819.92 million), a deficit in the equity of AED 9,706,794 (Rs. 192.42 million) [2020: AED 8,001,474 (Rs. 162.38 million)]
and net current liabilities of AED 8,301,032 (Rs. 164.55 million), as of that date. These conditions indicate that a material uncertainty exists that may cast significant doubt on the Entity's ability to
continue as going concern. We have not qualified our opinion in this matter.

262
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

5. Property, plant and equipment and Capital work in progress

Buildings Freehold land Leasehold Plant and machinery Air conditioners Computers and Office Furniture and Vehicles* Total Capital work-in-
improvements (including Laboratory accessories equipment fittings progress
equipments)

Gross carrying amount

At 1 April 2020 458.45 1208.79 352.13 1,310.35 68.87 164.78 82.18 75.88 28.67 3,750.10 29.01
Additions 2.42 - 55.79 268.21 10.40 51.00 7.53 1.66 14.98 411.99 363.92
Acquisitions through business combinations
- - - 0.75 0.03 0.03 0.12 0.05 - 0.98 -
(refer note 50D)
Disposals - - (7.31) (56.37) (1.14) (2.34) (8.26) (5.65) (0.30) (81.37) (354.48)
Exchange translation adjustments - - (4.08) (2.47) - (0.27) - (0.04) (0.03) (6.89) -
At 31 March 2021 460.87 1,208.79 396.53 1,520.47 78.16 213.20 81.57 71.90 43.32 4,074.81 38.45
At 1 April 2021 460.87 1,208.79 396.53 1,520.47 78.16 213.20 81.57 71.90 43.32 4,074.81 38.45
Additions - - 43.40 156.29 7.01 53.46 9.50 3.75 17.61 291.02 223.27
Acquisitions through business combinations
- - 157.15 219.27 14.51 12.10 6.08 30.84 2.59 442.54 -
(refer note 50A)
Disposals - - (2.93) (24.95) (0.45) (3.89) (0.82) (0.30) (6.12) (39.46) (213.21)
Exchange translation adjustments - - 8.21 4.86 - 0.58 0.01 0.10 0.06 13.82 -
At 31 March 2022 460.87 1,208.79 602.36 1,875.94 99.23 275.45 96.34 106.29 57.46 4,782.73 48.51
At 1 April 2022 460.87 1,208.79 602.36 1,875.94 99.23 275.45 96.34 106.29 57.46 4,782.73 48.51
Additions - - 156.13 194.07 19.54 91.47 16.56 8.32 22.76 508.85 218.38
Acquisitions through business combinations
- - - 9.55 0.11 0.54 0.56 0.48 - 11.24 -
(Refer note 50B and 50C)
Disposals - - (22.00) (244.50) (5.91) (5.30) (4.02) (2.72) (8.87) (293.32) (226.26)
Exchange translation adjustments - - 14.52 8.89 - 1.27 0.01 0.18 0.12 24.99 -
At 31 March 2023 460.87 1,208.79 751.01 1,843.95 112.97 363.43 109.45 112.55 71.47 5,034.49 40.63

Accumulated Depreciation and

impairment
At 1 April 2020 84.32 - 274.96 650.62 49.24 113.10 51.49 51.55 15.29 1,290.57 27.31
Charge for the year 17.96 - 46.65 122.35 4.71 32.03 10.31 6.79 5.01 245.81 -
Disposals - - (6.98) (44.30) (1.02) (1.85) (6.48) (5.10) (0.27) (66.00) -
Exchange translation adjustments - - (4.03) (2.46) - (0.27) - (0.04) (0.03) (6.83) -
At 31 March 2021 102.28 - 310.60 726.21 52.93 143.01 55.32 53.20 20.00 1,463.55 27.31
At 1 April 2021 102.28 - 310.60 726.21 52.93 143.01 55.32 53.20 20.00 1,463.55 27.31
Charge for the year 13.09 - 138.15 156.40 7.70 42.16 10.08 10.99 8.55 387.12 -
Disposals - - (2.76) (12.71) (0.35) (3.05) (0.53) (0.23) (5.03) (24.66) -
Exchange translation adjustments - - 8.06 4.87 - 0.56 0.01 0.09 0.06 13.65 -
At 31 March 2022 115.37 - 454.05 874.77 60.28 182.68 64.88 64.05 23.58 1,839.66 27.31
At 1 April 2022 115.37 - 454.05 874.77 60.28 182.68 64.88 64.05 23.58 1,839.66 27.31
Charge for the year 8.23 - 63.16 155.27 9.21 56.90 11.60 10.03 11.45 325.85 -
Disposals - - (19.91) (225.51) (4.90) (4.22) (3.42) (1.76) (6.58) (266.30) -
Exchange translation adjustments - - 14.39 8.61 - 1.05 0.02 0.18 0.10 24.35 -
At 31 March 2023 123.60 - 511.69 813.14 64.59 236.41 73.08 72.50 28.55 1,923.56 27.31

Net carrying value

At 31 March 2021 358.59 1,208.79 85.93 794.26 25.23 70.19 26.25 18.70 23.32 2,611.26 11.14
At 31 March 2022 345.50 1,208.79 148.31 1,001.17 38.95 92.77 31.46 42.24 33.88 2,943.07 21.20
At 31 March 2023 337.27 1,208.79 239.32 1,030.81 48.38 127.02 36.37 40.05 42.92 3,110.93 13.32

Notes:

*Refer to note 21 (Non current borrowings) for disclosure of assets held as security.

During the year ended 31 March 2023, the Holding Company has closed its operations at certain laboratories. Accordingly, an accelerated depreciation of Rs. 3.62 million (31 March 2022: Rs. 2.50 million ;31 March 2021: Nil) was charged during the year on assets relating to
these locations.

263
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

Capital work in progress ageing

Amount in CWIP for a period of
Particulars Total
Less than 1 year 1-2 years 2-3 years More than 3 years
Projects in progress
March 2023 6.43 5.01 1.88 - 13.32
March 2022 18.71 2.17 0.32 - 21.20
March 2021 10.79 0.35 - 11.14

Projects temporarily suspended*

March 2023 - - - - -
March 2022 - - - - -
March 2021 - - - - -

There are no projects where completion is overdue or has exceeded its cost compared to its original plan.

* The above disclosure is net of provision for impairment of Rs. 27.31 million (31 March 2022: Rs. 27.31 million ;31 March 2021: 27.31 Million). Also refer note 56(C).

264
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

6. Goodwill and Other intangible assets

Other intangible assets

Software Trademark and Non Customer Trademark Intangible assets - Total
Goodwill
compete relationships (Indefinite useful Assay developed
life)
Gross carrying amount
At 1 April 2020 4,182.26 256.21 585.82 - - 95.77 937.80
Acquisition through business combination (Refer note 9.52 - 4.05 - - - 4.05
50D)
Additions - 23.56 - - - - 23.56
Disposals - (0.04) - - - - (0.04)
At 31 March 2021 4,191.78 279.73 589.87 - - 95.77 965.37
At 1 April 2021 4,191.78 279.73 589.87 - - 95.77 965.37
Acquisition through business combination (Refer note 4,138.06 7.32 74.62 573.31 2,150.00 - 2,805.25
50A)
Additions - 20.53 212.40 - - - 232.93
Disposals - - - - - - -
At 31 March 2022 8,329.84 307.58 876.89 573.31 2,150.00 95.77 4,003.55
At 1 April 2022 8,329.84 307.58 876.89 573.31 2,150.00 95.77 4,003.55
Acquisition through business combination (Refer note 177.81 0.14 32.41 - - - 32.55
50B and 50C)
Additions (refer note below) - 4.24 1,272.09 - - - 1,276.33
Disposals - (0.19) - - - - (0.19)
At 31 March 2023 8,507.65 311.77 2,181.39 573.31 2,150.00 95.77 5,312.24

Accumulated amortisation
At 1 April 2020 - 220.38 399.36 - - 95.30 715.04
Amortisation - 23.11 44.34 - - 0.47 67.92
Disposals - (0.04) - - - - (0.04)
At 31 March 2021 - 243.45 443.70 - - 95.77 782.92
At 1 April 2021 - 243.45 443.70 - - 95.77 782.92
Amortisation - 25.89 88.75 38.22 - - 152.86
Disposals - - - - - - -
At 31 March 2022 - 269.34 532.45 38.22 - 95.77 935.78
At 1 April 2022 - 269.34 532.45 38.22 - 95.77 935.78
Amortisation - 24.46 208.51 38.22 - - 271.19
Disposals - (0.19) - - - - (0.19)
At 31 March 2023 - 293.61 740.96 76.44 - 95.77 1,206.78

Net carrying value

At 31 March 2021 4,191.78 36.28 146.17 - - - 182.45
At 31 March 2022 8,329.84 38.24 344.44 535.09 2,150.00 - 3,067.77
At 31 March 2023 8,507.65 18.16 1,440.43 496.87 2,150.00 - 4,105.46
Notes:-
Goodwill

Goodwill includes the excess consideration paid by Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private Limited) and Agilus Diagnostics Limited on the net assets of diagnostics businesses
acquired by it respectively. Additions to Goodwill represents the excess consideration paid for acquisition of businesses in current and previous years. (Refer Note 50A, 50B, 50C and 50D).

The Group’s goodwill and intangible assets having indefinite useful life (Refer Note 50A) are tested for impairment annually at the year-end or more frequently if there are indications that aforementioned assets
may be impaired. Based on management's assessment, the Group has divided its business into two cash generating units ("CGU"). The carrying value of goodwill and other intangible assets with indefinite
useful life are allocated between these two CGU's and separately tested for impairment. DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL Diagnostics Limited) (Subsidiary of Agilus Diagnostics
Limited) is considered as a separate cash generating unit (CGU) [Goodwill: Rs. 4,138.06 million, Trademarks: Rs. 2,150.00 million] and the Group's remaining business excluding DDRC Agilus Pathlabs Limited
is considered as a seperate CGU [Goodwill: Rs. 4,369.59 million].
The recoverable amounts of the CGUs are determined from value-in-use calculations. The key assumptions for the value-in-use calculations are those regarding the discount rates, growth rates and expected
changes to selling prices and direct costs during the year. Management estimates discount rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The
growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.

The Group made an assessment of recoverable amount of the CGUs based on value-in-use calculations (level 3 fair value) which uses cash flow projections based on financial budgets approved by management
covering a five-year period. Cash flows beyond the five-year period were extrapolated using estimate rates stated below.

Key Assumptions used for value in use calculations are as follows:

Particulars As at As at As at
31 March 2023 31 March 2022 31 March 2021
Revenue growth rate for five years (31 March 2022: 5 years; 31 March 9%-19% p.a. 10%-19% p.a. 10%-19% p.a.
2021: 5 years)
Growth rate used for extrapolation of cash flow projections beyond five-year
period (31 March 2022: 5 years ; 31 March 2021: 5 years) 4%-5% 4% 4%

Discount rate (Pre tax rate) 19% 17% 17%

Management believes that any reasonable possible change in any of these assumptions would not cause the carrying amount to exceed its recoverable amount.

Revenue growth rates - Average annual revenue growth rate over the five year forecast period is based on past performance, current industry trend, management expectation of market development
(including long term inflation forecast).

Discount rates - Management estimates discount rates using pre-tax rates that reflect current market assessments of the risks specific to the CGU, taking into consideration the time value of money and
individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments
and is derived from its weighted average cost of capital (WACC).

Growth rates - The growth rates are based on industry growth forecasts. Management determines the budgeted growth rates based on past performance and its expectations of market development. The
weighted average growth rates used were consistent with industry reports.

Note:
During the year ended 31 March 2023, the Group has extended its business arrangement with certain doctors. Under the said arrangement, the Group has a right to use a registered trademark and restrict these
doctors from entering in pathology business (non-compete). In consideration, the Group is required to make payment of Rs. 1,272.09 million. The same is recorded as additions to Intangible Assets (Trademark
and Non-compete) in the current year.

265
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

As at As at As at
31 March 2023 31 March 2022 31 March 2021
7. Investments accounted for using the equity method

Interest in joint ventures (Unquoted)

Agilus Diagnostics Nepal Private Limited (Formerly known as SRL Diagnostics

(Nepal) Private Limited)
240,000 (31 March 2022: 240,000 ; 31 March 2021: 240,000) equity shares of Nepalese 32.00 31.90 28.84
Rs 100 each fully paid-up (refer note 52)
DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL Diagnostics Limited)
Nil (31 March 2022: Nil ;31 March 2021: 250,000) equity shares of Rs. 10 each, fully paid - - 529.91
up (refer note 53)

Total investments (carrying value) 32.00 31.90 558.75

8. Loans (Non- current)

(Unsecured considered good unless otherwise stated)

Loans to employees 8.19 2.09 1.31

Total 8.19 2.09 1.31

9. Other financial assets (Non-Current)

(Unsecured considered good unless otherwise stated)
Security deposits
- Considered good 245.94 241.74 96.03
- Credit impaired 1.86 1.86 1.86
Less: loss allowance (1.86) (1.86) (1.86)

Balances with banks

- held as margin money* 11.65 3.29 2.77
Total 257.59 245.03 98.80

* includes interest accrued of Rs 0.38 million (31 March 2022: 0.14 million ; 31 March 2021: 0.10 million)

266
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

As at As at As at
31 March 2023 31 March 2022 31 March 2021
10. Deferred tax
Deferred tax assets 406.97 409.16 245.83
Deferred tax liabilities (672.42) (688.30) -
Deferred tax assets (net) (265.45) (279.14) 245.83
2,458.26
The following is the component wise break up of deferred tax assets/ (liabilities) presented in the financial statements:
2022-2023
As at Recognised in Business combination Recognised in other As at
01 April 2022 profit or loss (Refer Note 50B &C) comprehensive income 31 March 2023

Deferred tax asset

Property, plant & equipment and other intangible assets 116.62 (13.71) - - 102.91
Loss allowance for deposits and advances 20.90 (4.50) - - 16.40
Loss allowance for trade receivables 145.72 23.15 - - 168.87
Lease liability 221.68 28.51 4.30 - 254.49
Provision for gratuity 64.78 4.06 - (2.42) 66.42
Provision for compensated absences 24.87 (1.39) - - 23.48
Expenditure allowed on actual payment basis 16.38 3.13 - - 19.51
Others - 7.51 - 7.51
Total deferred tax asset 610.95 46.76 4.30 (2.42) 659.59

Deferred tax liability

Right-of-use assets (201.08) (27.08) (4.30) - (232.46)
Property, plant & equipment and other intangible assets (0.71) (19.45) - - (20.16)
Total deferred tax liability (201.79) (46.53) (4.30) - (252.62)

Deferred tax asset (net) 409.16 0.23 - (2.42) 406.97

Deferred tax liability on consolidation

Trademark (Indefinite useful life) (541.11) - - - (541.11)
Customer relationships (134.67) 9.62 - - (125.05)
Trademark and non compete (12.52) 6.26 - - (6.26)
Total deferred tax liability (688.30) 15.88 - - (672.42)

Total (279.14) 16.11 - (2.42) (265.45)

2021-22
As at Recognised in Business combination Recognised in other As at
01 April 2021 profit or loss (refer note 50A) comprehensive income 31 March 2022

Deferred tax asset

Property, plant & equipment and other intangible assets 93.35 8.63 14.64 - 116.62
Loss allowance for deposits and advances 20.50 0.40 - - 20.90
Loss allowance for trade receivables 131.96 13.72 0.04 - 145.72
Lease liability 136.32 68.98 16.38 - 221.68
Provision for gratuity 48.55 4.39 14.18 (2.32) 64.78
Provision for compensated absences 21.78 3.09 - - 24.87
Expenditure allowed on actual payment basis 18.54 (2.16) - - 16.38

Total deferred tax asset 471.00 97.05 45.24 (2.32) 610.95

Deferred tax liability

Right-of-use assets (124.09) (62.64) (14.35) - (201.08)
Property, plant & equipment and other intangible assets (2.80) 2.09 - - (0.71)
Undistributed profits of subsidiaries (98.28) 98.28 - - -
Total deferred tax liability (225.17) 37.73 (14.35) - (201.79)

Deferred tax asset (net) 245.83 134.78 30.89 (2.32) 409.16

Deferred tax liability on consolidation

Trademark (Indefinite useful life) - - (541.11) - (541.11)
Customer relationships - 9.62 (144.29) - (134.67)
Trademark and non compete - 6.26 (18.78) - (12.52)
Total deferred tax liability - 15.88 (704.18) - (688.30)

Total 245.83 150.66 (673.29) (2.32) (279.14)

267
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

2020-21
As at Recognised in other As at
01 April 2020 Recognised in profit or loss comprehensive income 31 March 2021

Deferred tax asset

Property, plant & equipment and other intangible assets 108.90 (15.55) - 93.35
Loss allowance for deposits and advances 19.08 1.42 - 20.50
Loss allowance for trade receivables 106.62 25.34 - 131.96
Lease liability 149.92 (13.60) - 136.32
Provision for gratuity 43.61 4.81 0.13 48.55
Provision for compensated absences 21.93 (0.15) - 21.78
Expenditure allowed on actual payment basis 22.79 (4.25) - 18.54
Total deferred tax asset 472.85 (1.98) 0.13 471.00

Deferred tax liability

Intangible assets- Assay developed (0.12) 0.12 - -
Right-of-use assets (143.43) 19.34 - (124.09)
Property, plant & equipment and other intangible assets - (2.80) - (2.80)
Undistributed profits of subsidiaries* - (98.28) - (98.28)
Others (0.43) 0.43 - -
Total deferred tax liability (143.98) (81.19) - (225.17)

Deferred tax asset (net) 328.87 (83.17) 0.13 245.83

*Subsequent to 31 March 2021, Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private Limited), a subsidiary of the Company, declared interim dividend of Rs. 390.48 million. On
the undistributed profits amount, deferred tax liabilities of Rs. 98.28 million was recognised.

The Group has not recognised deferred tax asset pertaining to Agilus Pathlabs Reach Limited (formerly known as SRL Reach Limited) (subsidiary company) considering the lack of probability of future
taxable profits. Following is component wise breakup:

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Deferred tax asset
Loss allowance for trade receivables 14.19 12.79 11.43
Provision for gratuity 0.65 0.55 0.43
Provision for compensated absences 0.36 0.37 0.26
Expenditure allowed on actual payment basis 0.34 0.35 0.42
Unabsorbed depreciation and brought forward loss 3.57 7.28 9.00
19.11 21.34 21.54
Deferred tax liability
Property, plant and equipment and intangible assets (0.33) (0.44) (0.56)
(0.33) (0.44) (0.56)

Net Deferred tax assets 18.78 20.90 20.98

Deferred tax assets recognised to the extent of Deferred tax liability 0.33 0.44 0.56

Net deferred tax assets recognised - - -

Details of losses and unabsorbed depreciation on which deferred tax asset is not recognised are as follows:
As at As at As at
31 March 2023 31 March 2022 31 March 2021
Expire Unused losses Tax Unused losses Tax Unused losses Tax

Business loss
2023-24 - - - - 4.29 1.08
2024-25 - - 6.24 1.57 9.46 2.38
2028-29 0.90 0.23 9.43 2.37 8.68 2.18

Never expire
Unabsorbed depreciation 13.28 3.34 13.28 3.34 13.33 3.35

Deferred tax assets has not been recognized on temporary differences in relation to indexation benefit of investment in joint ventures, as the Group is able to control the timing of the reversal of these
temporary differences and it is probable that these differences will not reverse in foreseeable future.

268
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

As at As at As at
31 March 2023 31 March 2022 31 March 2021
11. Other tax assets (net)

Advance tax and tax deducted at source* 628.53 495.65 381.02

Total 628.53 495.65 381.02

*Net of provision for tax 5,002.01 4,460.59 3,241.46

12. Other non-current assets

(Unsecured considered good unless otherwise stated)
Capital advances
- Considered good 108.58 66.78 8.01
- Considered doubtful (Refer Note 56(C)) 30.34 30.34 30.34
Less: Loss allowance (30.34) (30.34) (30.34)

Prepaid expenses 2.43 0.67 3.50

Deposit against cases with income tax authorities 409.92 406.60 381.49
Total 520.93 474.05 393.00

13. Inventories
(lower of cost and net realisable value)
Consumables : Reagents, chemicals and others 609.73 567.30 375.88
Total 609.73 567.30 375.88

269
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

As at As at As at
31 March 2023 31 March 2022 31 March 2021

14. Trade receivables

Secured, considered good 68.52 90.36 100.20
Unsecured, considered good 1,731.12 1,615.23 1,471.20
Unsecured, credit impaired 91.16 88.13 90.54
Less: Allowance for expected credit loss (756.70) (612.90) (561.51)
1,134.10 1,180.82 1,100.43

Due from related parties (refer note 39)

Unsecured, considered good 297.39 314.64 341.69
Unsecured, credit impaired 28.71 26.61 25.41
Less: Allowance for expected credit loss (28.71) (26.61) (25.41)
297.39 314.64 341.69

Total 1,431.49 1,495.46 1,442.12

Gross Trade Receivables 2,216.90 2,134.97 2,029.04

Less: Allowance for expected credit loss (785.41) (639.51) (586.92)
Net Trade Receivables 1,431.49 1,495.46 1,442.12

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Trade receivables ageing
Outstanding for following periods from due date of payment

Undisputed trade receivables- considered good

Not Due 745.23 821.83 750.08
Less than 6 Months 414.81 437.79 460.23
6 Months-1 years 162.98 175.12 165.28
1-2 years 216.51 177.42 190.59
2-3 years 151.14 133.00 156.87
More than 3 years 392.17 262.56 176.65
Total (A) 2,082.84 2,007.72 1,899.70

Undisputed trade receivables– credit impaired

Less than 6 Months - - -
6 Months-1 years - - -
1-2 years - - -
2-3 years 0.17 - -
More than 3 years 28.71 26.61 25.41

Total (B) 28.88 26.61 25.41

Disputed trade receivables- credit impaired

Less than 6 Months 0.01 0.14 3.39
6 Months-1 years 0.17 0.02 0.67
1-2 years 3.17 6.07 9.87
2-3 years 6.88 9.31 28.54
More than 3 years 80.76 72.59 48.07
Total (C) 90.99 88.13 90.54

Trade receivable - unbilled (D)

Less than 6 Months 14.19 12.51 13.39

Total (A+B+C+D) 2,216.90 2,134.97 2,029.04

Notes:

(a) Credit risk arising from trade receivables is managed in accordance with the Group’s established policy with regard to credit limits, control and approval procedures. The concentration of credit risk is
limited due to the fact that the customer base is large. The Group further limits its credit risk by establishing a maximum credit period upto 90 days for all its customers (other than related parties).
There are no customers which represent more than 5% of the total balance of trade receivables except as mentioned below.

Customer Name As at As at As at
31 March 2023 31 March 2022 31 March 2021

Fortis Hospitals Limited 140.16 147.99 123.79

Hiranandani Healthcare Private Limited - - 79.82

270
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

(b) In accordance with Ind AS 109, the Group applied Expected Credit Loss (ECL) model for measurement and recognition of impairment loss towards expected risk of delays and default in collection. The
Group has used a practical expedient by computing the expected credit loss allowance based on a provision matrix. Management makes specific provision in cases where there are known specific risks
of customer default in making the repayments. The provision matrix takes into account historical credit loss experience and adjusted for forward- looking information. The expected credit loss
allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix. The provision matrix at the end of the reporting period is as follows:

Ageing Expected credit

loss (%)
Not Due 0% - 13%
0-1 year 0% - 41%
1-2 years 28% - 100%
2-3 years 38% - 100%
More than 3 Years 80% - 100%

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Movement in expected credit loss allowance
Balance at the beginning of the year 639.51 586.92 466.24
Add: Recognised during the year 143.65 76.55 142.67
Add: Acquisition through business combination - 0.17 -
Add: Exchange loss on translation 10.61 6.08 (3.01)
Less: Bad debts during the year (8.36) (30.21) (18.98)
Balance at end of the year 785.41 639.51 586.92

Information about Groups's exposure to credit risk and currency risk is disclosed in Note 45(C)

As at As at As at
31 March 2023 31 March 2022 31 March 2021

15. Cash and cash equivalents

Balances with banks
- On current accounts 501.63 519.48 1,431.85
- Deposits with original maturity of three months or less* 625.88 503.69 815.69
Cheques on hand 0.29 0.40 2.07
Cash on hand 9.64 12.21 16.55
Total 1,137.44 1,035.78 2,266.16

* includes interest accrued of Rs 3.55 million (31 March 2022: 1.32 million ; 31 March 2021: 2.86 million)

16. Bank balances other than cash and cash equivalents

Balances with banks*
- held as margin money 13.90 13.29 19.36
- deposits with original maturity of more than 3 months but less than 12 months 2,085.52 2,573.15 1,317.07
2,099.42 2,586.44 1,336.43
* includes interest accrued of Rs 20.59 million (31 March 2022: 17.74 million ; 31 March 2021: 9.63 million)

271
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)
As at As at As at
31 March 2023 31 March 2022 31 March 2021
17. Loans (Current)
(Unsecured considered good unless otherwise stated)
Loan to Employees
- Considered good 2.20 1.87 -
- Credit impaired 0.29 0.29 -
Less: Loss allowance (0.29) (0.29) -
Loans to related parties (includes interest accrued)** - - 1,098.30
Total 2.20 1.87 1,098.30

The particulars of loans given as required to be disclosed by Section 186 (4) of Companies Act 2013 are as below:
**Loans outstanding from :
Fortis Hospitals Limited - - 767.72
Escorts Heart Institute and Research Limited - - 193.08
Hiranandani Healthcare Private Limited - - 137.50
The loans were given to meet working capital requirement (refer note 39)
Interest rate (p.a.) - - 10.50%
Repayment terms - - 10th June 2021

As at As at As at
31 March 2023 31 March 2022 31 March 2021
18. Other financial assets (Current)
(Unsecured considered good unless otherwise stated)
Security deposits
- Considered good 77.71 47.46 41.65
- Credit impaired (Refer Note 56(c)) 37.24 37.24 37.24
Less:- Loss allowance (37.24) (37.24) (37.24)

Advances recoverable:
- Considered good * 1.92 3.79 5.60
- Credit impaired 18.31 36.17 34.86
Less:- Loss allowance (18.31) (36.17) (34.86)

Balances with Banks #

- held as margin money - 0.44 -
- deposits with remaining maturity of less than 12 months from the 87.81 61.83 -
reporting date
Total 167.44 113.52 47.25

* includes advances to related party (refer note 39) 0.40 0.40 1.21
# includes interest accrued of Rs 2.41 million (31 March 2022: Rs 2.17 million ;31 March 2021: Rs Nil)

As at As at As at
31 March 2023 31 March 2022 31 March 2021

19. Other current assets

(Unsecured considered good unless otherwise stated)
Prepaid expenses :
- Considered good 55.39 79.80 53.56
- Considered doubtful 0.93 0.93 0.93
Less:- Loss allowance (0.93) (0.93) (0.93)

Advances to supplier and employees :

- Considered good 73.44 33.63 24.38
- Considered doubtful 3.18 3.18 2.74
Less:- Loss allowance (3.18) (3.18) (2.74)

Balance with statutory authorities 0.67 0.69 0.52

Total 129.50 114.12 78.46

272
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions except data on number of shares, unless otherwise stated)

20. Equity share capital

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Number of shares Amount Number of shares Amount Number of shares Amount

Authorised share capital

Equity Shares of Rs. 10 each 89,000,000 890.00 89,000,000 890.00 89,000,000 890.00
Compulsorily convertible preference shares of Rs. 20 each 4,000,000 80.00 4,000,000 80.00 4,000,000 80.00
Total 93,000,000 970.00 93,000,000 970.00 93,000,000 970.00
Issued and subscribed share capital
Equity Shares of Rs.10 each fully paid up shares for consideration in cash 60,017,582 600.18 60,017,582 600.18 60,017,582 600.18
Equity Shares of Rs.10 each fully paid up shares for consideration other than cash 18,407,960 184.08 18,407,960 184.08 18,407,960 184.08
Total 78,425,542 784.26 78,425,542 784.26 78,425,542 784.26

a) Reconciliation of shares outstanding at the beginning and at the end of the year
Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021
Number of shares Amount Number of shares Amount Number of shares Amount
Equity shares
Outstanding at the beginning of the year 78,425,542 784.26 78,425,542 784.26 78,425,542 784.26
Outstanding at the end of the year 78,425,542 784.26 78,425,542 784.26 78,425,542 784.26

b) Rights, preferences and restrictions attached to equity shares

The Company has only one class of equity shares having a par value of Rs. 10 each. In the event of liquidation of the Company, the holder of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. Each holder of
equity share is entitled to one vote per share.

c) Shares held by holding Company/ultimate holding company and/or its subsidiaries

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Promoter's Name Number of shares Amount % of Total shares Number of shares Amount % of Total shares Number of shares Amount % of Total shares
Equity shares of Rs. 10 each
Fortis Healthcare Limited (holding company) 45,236,779 452.37 57.68% 45,236,779 452.37 57.68% 45,236,779 452.37 57.68%

Fortis Healthcare Limited is the promoter of the Group. There has been no change in promoter shareholding during the three years ended 31 March 2023.

d) Details of shares held by each shareholder holding more than 5% shares

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Equity shares of Rs. 10 each No. of shares held % of Holding No. of shares held % of Holding No. of shares held % of Holding

Fortis Healthcare Limited 45,236,779 57.69% 45,236,779 57.69% 45,236,779 57.69%

Resurgence PE Investments Limited (Formerly known as Avigo PE Investments Ltd) 6,310,315 8.05% 6,310,315 8.05% 6,310,315 8.05%
NYLIM Jacob Ballas India Fund III LLC 12,437,811 15.86% 12,437,811 15.86% 12,437,811 15.86%
International Finance Corporation 5,970,149 7.61% 5,970,149 7.61% 5,970,149 7.61%
Axis Bank Limited 4,300,000 5.48% 4,300,000 5.48% 4,300,000 5.48%
e) Share options under the Company's employee share option plan
a) Under the ‘Super Religare Laboratories Limited Employee Stock Option Plan 2009’ (the ‘Scheme’) as at 31 March 2023 - 513,209 (31 March 2022: 513,209 ; 31 March 2021: 487,018) outstanding options are convertible into 513,209 (31 March 2022: 513,209 ; 31 March 2021:
487,018) equity shares. (refer note 46).

b) Under the ‘SRL Limited Employee Stock Option Scheme 2013’ (the ‘Scheme’) as at 31 March 2023 - 271,500 (31 March 2022: 271,500 ; 31 March 2021: 296,500) outstanding options are convertible into 271,500 (31 March 2022: 271,500 ; 31 March 2021: 296,500) equity
shares. (refer note 46).

f) Aggregate number of equity shares issued for consideration other than cash during the period of five year immediately preceding the reporting date

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Number of Shares Number of Shares Number of Shares

Equity Shares of Rs.10 each fully paid up shares for consideration other than cash 5,970,149 18,407,960 18,407,960

During the year 2016-17, NYLIM Jacob Ballas India Fund III LLC (NJBIF) exercised their right to convert the Compulsorily convertible preference shares (CCPS) into equity shares of the Company vide their request letter dated 21 September 2016. Board of directors in their meeting
held on 08 November 2016, had approved allotment of 12,437,811 equity shares to NJBIF pursuant to such conversion at premium of Rs. 3.40 per share.

During the year 2017-18, International Finance Corporation (IFC) have exercised their right to convert Compulsorily convertible preference shares (CCPS) into equity shares of the Company vide their request letter dated 29 May 2017. Board of directors in their meeting held on 30
May 2017, had approved allotment of 5,970,149 equity shares to IFC pursuant to such conversion at premium of Rs. 3.40 per share.
273
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

As at As at As at
31 March 2023 31 March 2022 31 March 2021
21. Borrowings (Non - Current)

Term loans
Vehicle loans (Secured)**
From Banks 25.43 17.78 6.42
From Financial Institution 1.72 3.62 5.01

From related parties (Unsecured)

Fellow Subsidiary* 1.32 1.22 1.17

Less: Current maturities classified as current borrowings (Refer Note 24) (9.33) (6.39) (2.83)
Less: Interest accrued but not due on borrowings (Refer Note 26) (0.18) (0.11) (0.07)
Total 18.96 16.12 9.70

*Group has obtained interest free loan without any fixed payment term from "Medical Management Company Limited" (subsidiary of Parent company).

**The Group has taken vehicle loans on the following terms:

Rate of interest 7.00% - 9.25% p.a. 7.00% - 8.65% p.a. 7.70% - 8.65% p.a.
Loan repayable in 48 monthly instalments 48 monthly instalments 48 monthly instalments

The vehicle loan is secured by hypothecation of respective assets (vehicles).

Information about the Group's exposure to interest rate and liquidity risks is included in Note 45 (Ç) .

22. Other financial liabilities

Non-Current
Payable towards purchase of intangible assets 192.58 32.15 58.68
Total 192.58 32.15 58.68

23. Provisions
Non-current
Provision for employee benefits
Provision for gratuity (refer note 43) 231.25 233.89 183.13
Provision for compensated absences 73.94 77.16 66.07
Total 305.19 311.05 249.20

24. Borrowings - Current

Current maturities of non-current borrowings (Refer note 21) 9.33 6.39 2.83
-Total
Cash credit facility from banks * -
9.33 -
6.39 2.83

25. Trade Payables

(i) total outstanding dues of micro enterprises and small enterprises (refer note 49) 166.10 83.53 28.14
(ii) total outstanding dues of creditors other than micro enterprises and small enterprises 1,228.62 1,209.61 1,135.95

1,394.72 1,293.14 1,164.09

Trade payables ageing-Undisputed

Outstanding for following periods from due dates of payments

Micro enterprises and small enterprises (MSME)- Undisputed

Not due 74.58 28.34 10.87
Less than 1 year 81.61 53.23 16.52
1-2 year 8.00 1.93 0.18
2-3 year 0.80 0.01 0.13
More than 3 year 1.11 0.02 0.44
Total (A) 166.10 83.53 28.14

Others- Undisputed
Not due 243.91 148.70 203.74
Less than 1 year 553.56 775.62 527.17
1-2 year 155.55 120.38 181.23
2-3 year 156.81 93.06 128.18
More than 3 year 118.79 71.85 95.63
Total (B) 1,228.62 1,209.61 1,135.95

Total (A+B) 1,394.72 1,293.14 1,164.09

Information about the Group's exposure to foreign currency and liquidity risks is included in Note 45(C).
The Group does not have any disputed dues which are payable as at the year end.
Refer note 39 for related party disclosures

274
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

As at As at As at
31 March 2023 31 March 2022 31 March 2021
26. Other financial liabilites - Current
Deposits from customers 166.34 186.06 180.49
Employee benefits payable 176.12 178.45 148.65
Payable towards purchase of property, plant and equipment and intangible assets 262.20 53.76 47.17
Liability against indemnification (refer note below)* 7.47 7.47 7.47
Deferred/contingent purchase consideration (refer note 50A, 50B and 50C) 82.68 124.90 -
Payable to related parties (refer note 39) 0.87 0.55 1.25
Interest accrued but not due on borrowings (refer note 21) 0.18 0.11 0.07
Total 695.86 551.30 385.10

*At the time of acquisition of Piramal labs [Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private Limited)], it was agreed that any charge relating to tax
litigations before the date of acquisition shall be indemnified to Holding Company. Accordingly, the amount paid by Piramal to Agilus Diagnostics Limited (Holding Company),
has been shown under liability against indemnification till tax litigations are settled.

27. Other current liabilities

Advances from customers * 137.97 103.61 81.55
Statutory dues payables 123.52 111.94 133.97
Liability towards customer loyalty program** 17.24 24.72 15.19
Deferred revenue (refer note 48) 6.17 6.46 9.68
Total 284.90 246.73 240.39
* includes advances from related party (refer note 39) 0.65 0.02 0.02
**The movement during the year is as below :
Opening balance 24.72 15.19 12.52
Addition during the year 24.54 37.01 38.65
Utilised during the year (32.02) (27.48) (35.98)
Closing balance 17.24 24.72 15.19

28. Provisions
Provision for employee benefits
Provision for gratuity (refer note 43) 40.41 36.69 28.82
Provision for compensated absences 21.61 24.42 24.79

Provision for contingencies

Provision for litigation * 17.08 16.50 15.97
Total 79.10 77.61 69.58

*The movement during the year is below :

Opening balance 16.50 15.97 15.40
Addition during the year 0.58 0.53 0.57
Paid during the year - - -
Closing balance 17.08 16.50 15.97

* In earlier periods, ESI Corporation has passed an order stating that the Kolkata operations in Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private
Limited) are covered under the provisions of ESI Act. Subsequently, Agilus Pathlabs Private Limited received an order from ESI Corporation in which demand amounting to Rs.
1.71 million was raised for the period from April 2007 to March 2008. The Group has disputed the said orders and filed an appeal with ESI Court which is pending for disposal.
Pending settlement of the matter, the Group is recognizing provision in books for ESI liability for the period subsequent to 1 April 2007. The same will be paid once the matter is
settled.

29 Current tax liabilities (net)

Income tax payable * 12.79 4.62 -
Total 12.79 4.62 -

*Net of advance tax 165.43 283.22 -

275
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021
30. Revenue from operations
Sale of services (refer note 48) 13,323.55 15,875.70 10,211.79
Other operating revenues
- Management fees 96.09 84.98 79.23
- Business support service - - 10.23
- Liabilities/provisions no longer required written back 47.32 88.43 49.48
- Others 7.66 - -
Total 13,474.62 16,049.11 10,350.73

31. Other income

Interest income earned on financial assets measured at amortised cost:
- Bank deposits 137.85 96.02 98.66
- Loans to fellow subsidiaries - 13.70 124.09
- Security deposits 12.25 10.54 12.44
Interest income on:
- Income tax refund 3.97 0.08 0.03
- Others 0.19 0.21 0.47
Gain on sale of investment 7.40 - -
Gain on termination of lease 18.25 - -
Exchange differences (net) 17.50 11.06 -
Gain on disposal of property, plant and equipment (net) 32.95 - 1.13
Miscellaneous income 6.04 2.75 19.39
Total 236.40 134.36 256.21

32. Cost of materials consumed

Reagents, chemicals and consumables
Inventories at the beginning of the year 567.30 375.88 305.65
Add: Purchase during the year (net) 3,202.22 4,182.78 2,946.43
3,769.52 4,558.66 3,252.08
Less: Inventories at the end of the year (609.73) (567.30) (375.88)
Total 3,159.79 3,991.36 2,876.20
33. Employee benefits expense
Salaries and wages 2,809.07 2,818.36 2,247.43
Share based payments to employees (refer note 46) - - (9.43)
Contribution to provident and other funds (refer note 43) 181.74 166.47 129.53
Gratuity expense (refer note 43) 41.96 39.01 34.60
Staff welfare expenses 46.05 48.73 32.82
Total 3,078.82 3,072.57 2,434.95
34. Finance costs
Interest expense on financial liabilities measured at amortised cost:
- borrowings 1.93 1.28 0.43
- security deposit 0.14 3.20 4.04
Interest expense on:
- net defined benefit obligation (refer note 43) 16.54 14.81 9.69
- lease liability (refer note 40) 88.64 80.02 63.03
- deferred purchase consideration / liability towards intangibles 19.24 13.06 -
- others 5.65 10.41 13.96
Bank Charges 22.37 34.86 26.78
Total 154.51 157.64 117.93

35. Depreciation and amortisation expense

Depreciation of property, plant and equipment 325.85 387.12 245.81
Depreciation of right-of-use assets (refer note 40) 292.66 262.79 206.92
Amortisation of intangible assets 271.19 152.86 67.92
Total 889.70 802.77 520.65

36. Other expenses

Power and fuel 207.98 196.04 150.34
Rent and hire charges (Refer Note 40) 305.92 279.35 145.22
Rates and taxes 28.99 21.09 26.61
Insurance 32.54 41.29 22.91
Repairs and maintenance:
- Plant and machinery 202.44 198.50 142.55
- Buildings 16.20 11.60 11.45
- Others 47.57 39.46 33.68
Advertisement and sales promotion 503.36 545.03 290.89
Postage and courier 447.22 392.51 306.88
Travelling and conveyance 112.43 103.23 62.28
Printing and stationery 84.80 116.21 67.30
Communication 40.01 45.49 34.93
Fees to collection centers 1,140.39 1,232.98 690.23
Legal and professional (refer note below for payment to auditors) 209.85 246.35 193.10
Professional fees to doctors 950.57 977.21 689.25
Net foreign exchange loss - - 8.28
Corporate social responsibility expenses (refer note 44) 51.27 40.86 29.55
Loss on disposal of property, plant and equipment (net) - 3.45 -
Advances written off - - 1.08
Loss allowance for deposits and advances 1.36 1.60 5.64
Loss allowance for trade receivables (refer note 14) 143.65 76.55 142.67
Housekeeping expenses 34.81 28.51 23.43
Security services expenses 36.45 33.95 21.51
Miscellaneous expenses 78.66 89.26 68.43
Total 4,676.47 4,720.52 3,168.21

276
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)
Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021

Note: Payment to auditors comprises (net of tax):

As auditor
Statutory audit* 7.87 8.85 6.70
Limited review 5.67 5.40 5.40
Tax audit 1.15 1.10 0.89
Certification 0.32 0.20 0.20

In other capacity
Reimbursement of expenses 0.87 0.26 0.68
15.88 15.81 13.87
* Payment made to auditors for the year ended March 2022 includes Rs. 0.27 million paid to previous auditors.

37. (a) Income taxes recognised in restated consolidated statement of Year ended Year ended Year ended
profit and loss : 31 March 2023 31 March 2022 31 March 2021

Current tax
Current tax 431.80 967.12 407.84
Deferred tax (credit)/charge (16.11) (150.66) 83.17
Total 415.69 816.46 491.01

(b) Recognised in other comprehensive income :

Tax expense related to items that will not be reclassified to profit or loss 2.42 2.32 0.07

Total 2.42 2.32 0.07

(c) The income tax expense for the year reconciled to the accounting Tax Year ended Tax Year ended Tax Year ended
profit as follows: Rate 31 March 2023 Rate 31 March 2022 Rate 31 March 2021

Profit before tax 1,582.05 6,363.54 1,803.46

Tax using Company's domestic tax rate @ 25.17% 25.17% 398.20 25.17% 1,601.70 25.17% 453.93

Tax effect of :
Non deductible expenses (net) 0.44% 6.94 0.30% 18.89 0.65% 11.63
Share of loss/(profits) in equity accounted investees 0.00% (0.02) -0.04% (2.27) -6.08% (109.66)
Differences in tax rates in foreign jurisdiction 0.67% 10.57 -0.49% (31.31) 1.38% 24.82
Current year losses for which no deferred tax asset was recognised - - - - 0.29% 5.18
Change in tax laws - - - - 0.38% 6.83
Undistributed profits of subsidiaries - - - - 5.45% 98.28
Gain on remeasurement of equity interest - - -12.11% (770.55) - -
Income tax expense recognised in restated consolidated statement of profit and 26.28% 415.69 12.83% 816.46 27.23% 491.01
loss

(d) Unrecognised temporary differences

Temporary differences relating to investments in subsidiaries and joint ventures for which deferred tax liabilities have not been recognised.

Undistributed earnings (Before elimination)

Agilus Pathlabs Private Limited (Formerly Known as SRL Diagnostics Private Limited) 1,264.74 1,066.30 981.20
Agilus Diagnostics Nepal Private Limited (Formerly Known as SRL Diagnostics 17.00 16.90 13.83
(Nepal) Private Limited)
DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL Diagnostics Limited) 1,318.72 1,210.73 467.30
2,600.46 2,293.93 1,462.33

Unrecognised deferred tax liabilities relating to the above temporary differences 654.54 577.38 368.07

Subsidiaries and joint venture (amount disclosed above represents Group's share) have undistributed earnings, which, if paid out of dividends, would be subject to tax. An assessable temporary difference
exists and no deferred tax liability has been recognised as the Holding Company is able to control the timings of distributions from these subsidiaries and joint venture.

277
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021
38. Earnings per share (EPS)
Basic earnings per share in rupees (refer details below) 14.87 70.73 16.74
Diluted earnings per share in rupees (refer details below) 14.76 70.21 16.62

Basic earnings per share

The earnings and weighted average number of equity shares used in the
calculation of basic earnings per share are as follows:

Earnings used in the calculation of basic earning per share:

Restated profit for the year attributable to owners of the Company 1,166.36 5,547.08 1,312.45

Weighted average number of equity shares for the purpose of basic EPS 78,425,542 78,425,542 78,425,542

Face value per equity share 10 10 10

Diluted earnings per share

The earnings and weighted average number of equity shares used in the
calculation of diluted earnings per share are as follows:

Earnings used in the calculation of diluted earning per share:

Restated profit for the year attributable to owners of the Company 1,166.36 5,547.08 1,312.45

The weighted average number of equity shares for the purpose of diluted 79,004,021 79,004,021 78,979,410
earnings per share

Reconciliation of weighted average number of equity shares used for

the purpose of diluted EPS with weighted average number of equity
shares used in the calculation of basic EPS :

Weighted average number of equity shares used in the calculation of basic 78,425,542 78,425,542 78,425,542
earnings per share
Shares deemed to be issued in respect of:
- Employee stock options (numbers)* 578,479 578,479 553,868
Weighted average number of equity shares for the purpose of diluted EPS 79,004,021 79,004,021 78,979,410

*The average market value of the Group's shares for the purpose of calculating the dilutive effect of share options was based on fair valuation performed by the Group.

278
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

39. Related party disclosures

I Disclosures post elimination of intra-group transactions

A. Related parties where control exists :

(i) Ultimate holding Company

IHH Healthcare Berhad

(ii) Enterprises having direct control over the Group/ Holding Company
Fortis Healthcare Limited

(iii) Joint venture company

Agilus Diagnostics Nepal Private Limited (Formerly known as SRL Diagnostics (Nepal) Private Limited)
DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL Diagnostics Limited) (upto 04 April 2021)

B. Other related parties with whom transactions have taken place or balances are outstanding at year end:
1. Enterprises owned or controlled by Holding Company (Directly or Indirectly)
Escorts Heart Institute & Research Centre Limited
Fortis Health Management Limited
Fortis Hospitals Limited
Fortis Malar Hospitals Limited
Hiranandani Healthcare Private Limited
Medical Management Company Limited, BVI
Mena Healthcare Investment Company Limited, BVI
International Hospital Limited

2. Enterprises owned or controlled/ significantly influenced by ultimate holding company (Directly or Indirectly)
Apollo Gleneagles Hospital Limited (upto 22 April 2021)
Apollo Hospitals Enterprises Limited (upto 22 April 2021)
Centre for Digestive and Kidney Diseases (India) Private Limited
Bharat Insecticides Limited
Continental Hospitals Private Limited (upto 13 December 2021)
Ravindranath GE Medical Associates Private Limited

3. Enterprise significantly influenced by the Holding company

Lanka Hospitals Diagnostics (Pvt) Ltd

4. Enterprise jointly controlled by the Holding company

Fortis C-DOC Healthcare Limited

5. Entities having a common director

Jacob Ballas Capital India Private Limited
Trivitron Health Care Private Limited (upto 19 May 2020)

C. Key Management Personnel

Mr. Ravi Rajagopal, Independent Director
Ms. Suvalaxmi Chakraborty, Independent Director
Mr. Anand K, Chief Executive Officer
Mr. Arindam Haldar, Chief Executive Officer (upto 4 August 2020)
Mr. Mangesh Shrikant Shirodkar, Chief Financial Officer
Mr. Sumit Goel, Company Secretary (upto 18 April 2022)
Mr. Murlee Manohar Jain, Company Secretary (from 20 May 2022)

279
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

D. Transactions with related parties

Nature of transaction / Name of the Related party
Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021
(a) Rendering of services:
Escorts Heart Institute & Research Centre Limited 175.35 166.75 133.66
Fortis C-DOC Healthcare Limited 8.47 7.94 5.98
Fortis Health Management Limited 21.09 18.09 13.56
Fortis Healthcare Limited 170.85 142.07 147.91
Fortis Hospitals Limited 1,140.58 1,051.93 884.30
Fortis Malar Hospitals Limited 34.60 37.21 27.65
Hiranandani Healthcare Private Limited 57.93 80.70 62.79
Agilus Diagnostics Nepal Private Limited 23.43 21.42 17.64
DDRC Agilus Pathlabs Limited - - 10.14
International Hospital Limited 13.50 12.16 12.00
Apollo Gleneagles Hospital Limited - 0.32 5.63
Apollo Hospitals Enterprises Limited - 0.11 4.32
Lanka Hospitals Diagnostics (Pvt) Ltd 4.69 4.21 6.51
Centre for Digestive and Kidney Diseases (India) Private Limited - 10.05 1.87
Ravindranath GE Medical Associates Private Limited - 0.18 -
Bharat Insecticides Limited - 0.02 0.15
Continental Hospitals Private Limited - 0.14 -
1,650.49 1,553.30 1,334.11

Other income:
DDRC Agilus Pathlabs Limited - 0.14 12.60

(b) Receiving of services

Cost of test outsourced
Fortis Hospitals Limited 4.82 6.22 4.12
Fortis Healthcare Limited 0.62 0.13 0.02
Fortis Health Management Limited - 1.55 0.43
Escorts Heart Institute & Research Centre Limited 0.02 0.02 0.03
5.46 7.92 4.60

(c) Reimbursement of expenses to:

Escorts Heart Institute & Research Centre Limited - 5.40 12.19
Fortis Healthcare Limited 3.85 2.37 1.92
Fortis Hospitals Limited 5.59 5.59 6.46
Hiranandani Healthcare Private Limited 1.89 7.07 6.53
Agilus Diagnostics Nepal Private Limited 1.90 1.50 0.96
DDRC Agilus Pathlabs Limited - - 1.53
13.23 21.93 29.59

(d) Reimbursement of expenses from:

Escorts Heart Institute & Research Centre Limited - 1.36 1.18
Fortis Healthcare Limited 0.94 2.52 1.12
Fortis Hospitals Limited 0.01 19.39 18.44
Hiranandani Healthcare Private Limited 15.26 31.13 24.40
Fortis Malar Hospitals Limited - 1.53 1.40
Agilus Diagnostics Nepal Private Limited 1.64 0.12 0.23
17.85 56.05 46.77

280
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021
(e) Remuneration to key managerial personnel
Short term employee benefits- Salary and wages
Mr. Anand K, Chief Executive Officer 48.20 32.93 13.83
Mr. Mangesh Shrikant Shirodkar, Chief Financial Officer 15.37 9.53 7.83
Mr. Arindam Haldar, Chief Executive Officer - - 24.50
Mr. Sumit Goel, Company Secretary 0.17 2.37 1.92
Mr. Murlee Manohar Jain, Company Secretary 3.68 - -
Mr. Ravi Rajagopal* 1.30 1.53 2.12
Ms. Suvalaxmi Chakraborty* 1.77 1.65 2.36
70.49 48.01 52.56

Note: The remuneration to the key managerial personnel includes gratuity paid, compensated absences paid and incentives but does not include the provisions made
for gratuity and compensated absences, as they are determined on an actuarial basis for the company as a whole.
* Sitting fees paid

(f) Purchase of reagents and consumables

Fortis Hospitals Limited 2.29 1.46 1.44
Fortis Health Management Limited - 0.05 0.13
Hiranandani Healthcare Private Limited 0.01 0.08 0.03
Trivitron Health Care Private Limited - - 1.73
2.30 1.59 3.33

(g) Sale of property, plant and equipment

Hiranandani Healthcare Private Limited 16.70 - -
16.70 - -

(h) Loans repaid

Fortis Hospitals Limited - 749.20 152.60
Escorts Heart Institute and Research Limited - 188.40 38.80
Hiranandani Healthcare Private Limited - 134.10 36.90
- 1,071.70 228.30
(i) Interest income
Fortis Hospitals Limited - 7.67 86.17
Escorts Heart Institute and Research Limited - 3.66 21.72
Hiranandani Healthcare Private Limited - 2.38 16.20
- 13.71 124.09
(j) Dividend income
DDRC Agilus Pathlabs Limited - 110.45 280.00
- 110.45 280.00

(k) Dividend paid

Fortis Healthcare Limited 214.87 - -
214.87 - -

281
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021
E. Balances outstanding at the year end:

(a) Trade Receivables

Escorts Heart Institute & Research Centre Limited 35.73 30.75 50.56
Fortis C-DOC Healthcare Limited 38.69 32.94 27.73
Fortis Health Management Limited 2.07 1.29 1.40
Fortis Healthcare Limited (Refer note b) 45.91 50.03 31.95
Fortis Hospitals Limited 140.16 147.99 123.79
Fortis Malar Hospitals Limited 2.90 6.81 3.18
Hiranandani Healthcare Private Limited 4.13 28.19 79.82
Agilus Diagnostics Nepal Private Limited 26.68 13.66 15.26
DDRC Agilus Pathlabs Limited - - 0.76
Mena Healthcare Investment Company Limited, BVI 28.71 26.61 25.41
International Hospital Limited 1.04 0.76 2.03
Apollo Gleneagles Hospital Limited - - 2.09
Ravindranath GE Medical Associates Private Limited 0.01 0.08 0.01
Apollo Hospitals Enterprises Limited - - 1.12
Lanka Hospitals Diagnostics (Pvt) Ltd - 2.07 1.25
Bharat Insecticides Limited 0.03 0.03 0.01
Centre for Digestive and Kidney Diseases (India) Private Limited 0.04 0.04 0.73
326.10 341.25 367.10

(b) Trade payable

Fortis Healthcare Limited 0.90 0.30 1.42
Agilus Diagnostics Nepal Private Limited 0.80 - -
1.70 0.30 1.42
(c) Other financial liabilities
Fortis Healthcare Limited 0.87 - 1.25
Agilus Diagnostics Nepal Private Limited - 0.55 -
0.87 0.55 1.25

(d) Borrowings
Medical Management Company Limited, BVI 1.32 1.22 1.17
1.32 1.22 1.17

(e) Loan receivable (including interest accrued)

Fortis Hospitals Limited - - 767.72
Escorts Heart Institute and Research Limited - - 193.08
Hiranandani Healthcare Private Limited - - 137.50
- - 1,098.30
(f) Advances recoverable
Agilus Diagnostics Nepal Private Limited - - 0.81
Lanka Hospitals Diagnostics (Pvt) Ltd 0.40 0.40 0.40
0.40 0.40 1.21

(g) Advance from customers

Lanka Hospitals Diagnostics (Pvt) Ltd 0.63 - -
Jacob Ballas Capital India Private Limited 0.02 0.02 0.02
0.65 0.02 0.02
(h) Expected credit loss allowance
Mena Healthcare Investment Company Limited, BVI 28.71 26.61 25.41
28.71 26.61 25.41

Note:-

Closing balances have not been disclosed for the year ended 31 March 2023 and 31 March 2022 of DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL
Diagnostics Limited) as it has become a subsidiary of Agilus Diagnostics Limited w.e.f. 05 April 2021. (Refer note 50A)

F. Terms and conditions of transactions with related parties

(a) The sale to and purchase from related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at year end are
unsecured, and interest free and settlement occurs in cash. For the year ended 31 March 2023, the group has recorded Rs. 28.71 million (31 March 2022: Rs. 26.61
million: 31 March 2021: Rs. 25.41 million) as provision towards receivables relating to amounts owed by related parties. This assessment is undertaken each
financial year through examining the financial assumptions and the market in which the related parties operates.

(b) During the year ended 31 March 2022 and 31 March 2021, the Company agreed to provide 25% discount to Fortis Healthcare Limited in management fee on account
of impact of COVID-19. The total amount of discount for the year ended 31 March 2022 amounted to Rs. 12.40 million and year ended 31 March 2021 amounted to
Rs. 14.85 million.

282
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

39. Related party disclosures

II Disclosures prior to elimination of intra-group transactions

A. Related parties where control exists :

(i) Ultimate holding Company

IHH Healthcare Berhad

(ii) Enterprises having direct control over the Group/ Holding Company
Fortis Healthcare Limited

(iii) Subsidiary companies

Agilus Pathlabs Private Limited (Formerly Known as SRL Diagnostics Private Limited)
Agilus Pathlabs Reach Limited (Formerly known as SRL Reach Limited)
Agilus Diagnostics FZ LLC (Formerly known as SRL Diagnostics FZ LLC)
DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL Diagnostics Limited (with effect from 05 April 2021)

(iv) Joint venture company

Agilus Diagnostics Nepal Private Limited (Formerly known as SRL Diagnostics (Nepal) Private Limited)
DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL Diagnostics Limited (upto 04 April 2021)

B. Other related parties with whom transactions have taken place or balances are outstanding at year end:
1. Enterprises owned or controlled by Holding Company (Directly or Indirectly)
Escorts Heart Institute & Research Centre Limited
Fortis Health Management Limited
Fortis Hospitals Limited
Fortis Malar Hospitals Limited
Hiranandani Healthcare Private Limited
Medical Management Company Limited, BVI
Mena Healthcare Investment Company Limited, BVI
International Hospital Limited

2. Enterprises owned or controlled/ significantly influenced by ultimate holding company (Directly or Indirectly)
Apollo Gleneagles Hospital Limited (upto 22 April 2021)
Apollo Hospitals Enterprises Limited (upto 22 April 2021)
Centre for Digestive and Kidney Diseases (India) Private Limited
Bharat Insecticides Limited
Continental Hospitals Private Limited (upto 13 December 2021)
Ravindranath GE Medical Associates Private Limited

3. Enterprise significantly influenced by the Holding company

Lanka Hospitals Diagnostics (Pvt) Ltd

4. Enterprise jointly controlled by the Holding company

Fortis C-DOC Healthcare Limited

5. Entities having a common director

Jacob Ballas Capital India Private Limited
Trivitron Health Care Private Limited (upto 19 May 2020)

6. Entities where relative of subsidiary's director is interested (up to 04 April 2022)

Doctors Diagnostic Centre Private Limited
DIAL Scans

7. Person having joint control over the joint venture (DDRC SRL Diagnostics Limited (up to 04 April 2021))
Ajith Joy and Elsy Joseph

C. Key Management Personnel (KMP) - Holding Company

Mr. Ravi Rajagopal, Independent Director
Ms. Suvalaxmi Chakraborty, Independent Director
Mr. Anand K, Chief Executive Officer
Mr. Arindam Haldar, Chief Executive Officer (upto 4 August 2020)
Mr. Mangesh Shrikant Shirodkar, Chief Financial Officer
Mr. Sumit Goel, Company Secretary (upto 18 April 2022)
Mr. Murlee Manohar Jain, Company Secretary (from 20 May 2022)

Key Management Personnel (KMP) - Subsidiary

Ajith Joy (Up to 4 April 2022)
Elsy Joseph (Relative of KMP) (Up to 4 April 2022)
Smitha Ajith (Relative of KMP) (Up to 4 April 2022)
Asha Joseph (Relative of KMP) (Up to 4 April 2022)

283
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

D. Details of transactions and balances of Holding Company with related parties in accordance with Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018

Reporting Entity Nature Transacting entity Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021

Agilus Diagnostics Limited Rendering of services Escorts Heart Institute & Research Centre 175.35 166.75 133.66
Limited
Agilus Diagnostics Limited Rendering of services Fortis C-DOC Healthcare Limited 8.47 7.94 5.98
Agilus Diagnostics Limited Rendering of services Fortis Health Management Limited 21.09 18.09 13.56
Agilus Diagnostics Limited Rendering of services Fortis Healthcare Limited 170.85 142.07 147.91
Agilus Diagnostics Limited Rendering of services Fortis Hospitals Limited 1,140.58 1,051.93 884.30
Agilus Diagnostics Limited Rendering of services Fortis Malar Hospitals Limited 34.60 37.21 27.65
Agilus Diagnostics Limited Rendering of services Hiranandani Healthcare Private Limited 57.93 80.70 62.79
Agilus Diagnostics Limited Rendering of services Agilus Diagnostics FZ LLC 46.69 35.29 24.04
Agilus Diagnostics Limited Rendering of services Agilus Diagnostics Nepal Private Limited 23.43 21.42 17.64
Agilus Diagnostics Limited Rendering of services Agilus Pathlabs Private Limited 24.46 12.78 19.03
Agilus Diagnostics Limited Rendering of services Agilus Pathlabs Reach Limited 6.87 11.52 4.27
Agilus Diagnostics Limited Rendering of services DDRC Agilus Pathlabs Limited 27.03 14.63 10.14
Agilus Diagnostics Limited Rendering of services International Hospital Limited 13.50 12.16 12.00
Agilus Diagnostics Limited Rendering of services Apollo Gleneagles Hospital Limited - 0.32 5.63
Agilus Diagnostics Limited Rendering of services Apollo Hospitals Enterprises Limited - 0.11 4.32
Agilus Diagnostics Limited Rendering of services Lanka Hospitals Diagnostics (Pvt) Ltd 4.69 4.21 6.51
Agilus Diagnostics Limited Rendering of services Centre for Digestive and Kidney Diseases - 10.05 1.87
(India) Private Limited
Agilus Diagnostics Limited Rendering of services Ravindranath GE Medical Associates Private - 0.18 -
Limited
Agilus Diagnostics Limited Rendering of services Bharat Insecticides Limited - 0.02 0.15
Agilus Diagnostics Limited Rendering of services Continental Hospitals Private Limited - 0.14 -
Agilus Diagnostics Limited Receiving of services - Cost of test Fortis Hospitals Limited 4.82 6.22 4.12
outsourced
Agilus Diagnostics Limited Receiving of services - Cost of test Fortis Healthcare Limited 0.62 0.13 0.02
outsourced
Agilus Diagnostics Limited Receiving of services - Cost of test Fortis Health Management Limited - 1.55 0.43
outsourced
Agilus Diagnostics Limited Receiving of services - Cost of test Escorts Heart Institute & Research Centre 0.02 0.02 0.03
outsourced Limited
Agilus Diagnostics Limited Receiving of services - Cost of test Agilus Pathlabs Private Limited 31.56 14.02 15.62
outsourced
Agilus Diagnostics Limited Reimbursement of expenses to Escorts Heart Institute & Research Centre - 5.40 12.19
Limited
Agilus Diagnostics Limited Reimbursement of expenses to Fortis Healthcare Limited 3.85 2.37 1.92
Agilus Diagnostics Limited Reimbursement of expenses to Fortis Hospitals Limited 5.59 5.59 6.46
Agilus Diagnostics Limited Reimbursement of expenses to Hiranandani Healthcare Private Limited 1.89 7.07 6.53
Agilus Diagnostics Limited Reimbursement of expenses to Agilus Pathlabs Private Limited - - 7.72
Agilus Diagnostics Limited Reimbursement of expenses to Agilus Diagnostics Nepal Private Limited 1.90 1.50 0.96
Agilus Diagnostics Limited Reimbursement of expenses to DDRC Agilus Pathlabs Limited 3.38 3.81 1.53
Agilus Diagnostics Limited Reimbursement of expenses from Escorts Heart Institute & Research Centre - 1.36 1.18
Limited
Agilus Diagnostics Limited Reimbursement of expenses from Fortis Healthcare Limited 0.94 2.52 1.12
Agilus Diagnostics Limited Reimbursement of expenses from Fortis Hospitals Limited 0.01 19.39 18.44
Agilus Diagnostics Limited Reimbursement of expenses from Hiranandani Healthcare Private Limited 15.26 31.13 24.40
Agilus Diagnostics Limited Reimbursement of expenses from Fortis Malar Hospitals Limited - 1.53 1.40
Agilus Diagnostics Limited Reimbursement of expenses from Agilus Diagnostics Nepal Private Limited 1.64 0.12 0.23
Agilus Diagnostics Limited Reimbursement of expenses from Agilus Diagnostics FZ LLC 1.42 0.40 0.36
Agilus Diagnostics Limited Reimbursement of expenses from Agilus Pathlabs Private Limited - - 0.25
Agilus Diagnostics Limited Reimbursement of expenses from DDRC Agilus Pathlabs Limited - 1.32 -
Agilus Diagnostics Limited Remuneration to key managerial personnel Mr. Anand K, Chief Executive Officer 48.20 32.93 13.83
Agilus Diagnostics Limited Remuneration to key managerial personnel Mr. Mangesh Shrikant Shirodkar, Chief 15.37 9.53 7.83
Financial Officer
Agilus Diagnostics Limited Remuneration to key managerial personnel Mr. Arindam Haldar, Chief Executive Officer - - 24.50
Agilus Diagnostics Limited Remuneration to key managerial personnel Mr. Sumit Goel, Company Secretary 0.17 2.37 1.92
Agilus Diagnostics Limited Remuneration to key managerial personnel Mr. Murlee Manohar Jain, Company Secretary 3.68 - -
Agilus Diagnostics Limited Remuneration to key managerial personnel Mr. Ravi Rajagopal 1.30 1.53 2.12
Agilus Diagnostics Limited Remuneration to key managerial personnel Ms. Suvalaxmi Chakraborty 1.77 1.65 2.36
Agilus Diagnostics Limited Purchase of reagents and consumables Fortis Hospitals Limited 2.29 1.46 1.44
Agilus Diagnostics Limited Purchase of reagents and consumables Fortis Health Management Limited - 0.05 0.13
Agilus Diagnostics Limited Purchase of reagents and consumables Hiranandani Healthcare Private Limited 0.01 0.08 0.03
Agilus Diagnostics Limited Purchase of reagents and consumables DDRC Agilus Pathlabs Limited 5.71 1.20 -
Agilus Diagnostics Limited Purchase of reagents and consumables Agilus Pathlabs Private Limited - - 1.89
Agilus Diagnostics Limited Purchase of reagents and consumables Trivitron Health Care Private Limited - - 1.73
Agilus Diagnostics Limited Sale of reagents and consumables DDRC Agilus Pathlabs Limited 0.12 - -
Agilus Diagnostics Limited Purchase of property, plant and equipment Agilus Pathlabs Private Limited 2.55 0.41 8.84
Agilus Diagnostics Limited Purchase of property, plant and equipment DDRC Agilus Pathlabs Limited 8.46 4.20 -
Agilus Diagnostics Limited Sale of property, plant and equipment Agilus Pathlabs Private Limited 2.91 0.76 2.20
Agilus Diagnostics Limited Sale of property, plant and equipment Agilus Pathlabs Reach Limited 0.28 0.29 -
Agilus Diagnostics Limited Sale of property, plant and equipment DDRC Agilus Pathlabs Limited 0.18 1.38 -
Agilus Diagnostics Limited Sale of property, plant and equipment Hiranandani Healthcare Private Limited 16.70 - -
Agilus Diagnostics Limited Loans given during the year Agilus Pathlabs Private Limited 250.00 - 100.00
Agilus Diagnostics Limited Loans given during the year Agilus Diagnostics FZ LLC - - 29.84

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CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

Reporting Entity Nature Transacting entity Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021
Agilus Diagnostics Limited Repayments of loans given Agilus Pathlabs Private Limited - 180.00 140.00
Agilus Diagnostics Limited Repayments of loans given Fortis Hospitals Limited - 749.20 152.60
Agilus Diagnostics Limited Repayments of loans given Escorts Heart Institute & Research Centre - 188.40 38.80
Limited
Agilus Diagnostics Limited Repayments of loans given Hiranandani Healthcare Private Limited - 134.10 36.90
Agilus Diagnostics Limited Interest income Fortis Hospitals Limited - 7.67 86.17
Agilus Diagnostics Limited Interest income Escorts Heart Institute & Research Centre - 3.66 21.72
Limited
Agilus Diagnostics Limited Interest income Hiranandani Healthcare Private Limited - 2.38 16.20
Agilus Diagnostics Limited Interest income Agilus Pathlabs Private Limited 99.77 106.60 120.47
Agilus Diagnostics Limited Interest income Agilus Diagnostics FZ LLC 3.13 3.13 0.91
Agilus Diagnostics Limited Dividend income DDRC Agilus Pathlabs Limited 186.26 - -
Agilus Diagnostics Limited Dividend income Agilus Pathlabs Private Limited 186.23 390.48 -
Agilus Diagnostics Limited Dividend paid Fortis Healthcare Limited 214.87 - -
Agilus Diagnostics Limited ESOP stock option to subsidiary Agilus Pathlabs Private Limited - - 0.67
Agilus Diagnostics Limited Impairment in value of investment Agilus Diagnostics FZ LLC 117.84 - -
Agilus Diagnostics Limited Impairment in value of investment Agilus Pathlabs Reach Limited - - 13.79
Agilus Diagnostics Limited Deemed investment Agilus Pathlabs Private Limited 463.05 - -
Agilus Diagnostics Limited Reversal of loss allowance - Trade receivable Agilus Diagnostics FZ LLC 19.48 - -

Agilus Diagnostics Limited Reversal of loss allowance - Trade receivable Agilus Pathlabs Reach Limited 6.81 - -

Agilus Diagnostics Limited Trade Receivables Escorts Heart Institute & Research Centre 35.73 30.75 50.56
Limited
Agilus Diagnostics Limited Trade Receivables Fortis C-DOC Healthcare Limited 38.69 32.94 27.73
Agilus Diagnostics Limited Trade Receivables Fortis Health Management Limited 2.07 1.29 1.40
Agilus Diagnostics Limited Trade Receivables Fortis Healthcare Limited 45.91 50.03 31.95
Agilus Diagnostics Limited Trade Receivables Fortis Hospitals Limited 140.16 147.99 123.79
Agilus Diagnostics Limited Trade Receivables Fortis Malar Hospitals Limited 2.90 6.81 3.18
Agilus Diagnostics Limited Trade Receivables Hiranandani Healthcare Private Limited 4.13 28.19 79.82
Agilus Diagnostics Limited Trade Receivables Agilus Diagnostics FZ LLC 132.61 159.70 138.34
Agilus Diagnostics Limited Trade Receivables Agilus Diagnostics Nepal Private Limited 26.68 13.66 15.26
Agilus Diagnostics Limited Trade Receivables Agilus Pathlabs Reach Limited 16.56 29.59 26.47
Agilus Diagnostics Limited Trade Receivables Agilus Pathlabs Private Limited 7.77 7.07 7.50
Agilus Diagnostics Limited Trade Receivables DDRC Agilus Pathlabs Limited 18.56 0.74 0.76
Agilus Diagnostics Limited Trade Receivables International Hospital Limited 1.04 0.76 2.03
Agilus Diagnostics Limited Trade Receivables Apollo Gleneagles Hospital Limited - - 2.09
Agilus Diagnostics Limited Trade Receivables Ravindranath GE Medical Associates Private 0.01 0.08 0.01
Limited
Agilus Diagnostics Limited Trade Receivables Apollo Hospitals Enterprises Limited - - 1.12
Agilus Diagnostics Limited Trade Receivables Lanka Hospitals Diagnostics (Pvt) Ltd - 2.07 1.25
Agilus Diagnostics Limited Trade Receivables Bharat Insecticides Limited 0.03 0.03 0.01
Agilus Diagnostics Limited Trade Receivables Centre for Digestive and Kidney Diseases 0.04 0.04 0.73
(India) Private Limited
Agilus Diagnostics Limited Trade payables Fortis Healthcare Limited 0.90 0.30 1.42
Agilus Diagnostics Limited Trade payables Agilus Diagnostics Nepal Private Limited 0.80 - -
Agilus Diagnostics Limited Trade payables Agilus Pathlabs Private Limited 14.28 7.88 14.70
Agilus Diagnostics Limited Other financial liabilities Fortis Healthcare Limited 0.87 - 1.25
Agilus Diagnostics Limited Other financial liabilities Agilus Diagnostics Nepal Private Limited - 0.55 -
Agilus Diagnostics Limited Other financial liabilities Agilus Pathlabs Private Limited 1.62 - -
Agilus Diagnostics Limited Other financial liabilities DDRC Agilus Pathlabs Limited 0.36 - -
Agilus Diagnostics Limited Loan receivable (including interest accrued) Agilus Pathlabs Private Limited 1,146.10 870.00 1,050.00
Agilus Diagnostics Limited Loan receivable (including interest accrued) Agilus Diagnostics FZ LLC 30.61 30.61 30.75
Agilus Diagnostics Limited Loan receivable (including interest accrued) Fortis Hospitals Limited - - 767.72
Agilus Diagnostics Limited Loan receivable (including interest accrued) Escorts Heart Institute & Research Centre - - 193.08
Limited
Agilus Diagnostics Limited Loan receivable (including interest accrued) Hiranandani Healthcare Private Limited - - 137.50
Agilus Diagnostics Limited Advances recoverable Agilus Diagnostics Nepal Private Limited - - 0.81
Agilus Diagnostics Limited Advances recoverable Lanka Hospitals Diagnostics (Pvt) Ltd 0.40 0.40 0.40
Agilus Diagnostics Limited Advances recoverable Agilus Diagnostics FZ LLC 1.97 0.17 5.71
Agilus Diagnostics Limited Advances recoverable Agilus Pathlabs Reach Limited 0.18 - -
Agilus Diagnostics Limited Advance from customers Lanka Hospitals Diagnostics (Pvt) Ltd 0.63 - -
Agilus Diagnostics Limited Advance from customers Jacob Ballas Capital India Private Limited 0.02 0.02 0.02
Agilus Diagnostics Limited Expected credit loss allowance - Trade Agilus Diagnostics FZ LLC 94.82 114.30 114.30
Receivable
Agilus Diagnostics Limited Expected credit loss allowance - Trade Agilus Pathlabs Reach Limited - 6.81 6.81
Receivable
Agilus Diagnostics Limited Loss allowance on loan Agilus Diagnostics FZ LLC 29.84 - -
Agilus Diagnostics Limited Impairment in value of investment Agilus Pathlabs Reach Limited 80.00 80.00 80.00
Agilus Diagnostics Limited Impairment in value of investment Agilus Diagnostics FZ LLC 351.45 233.61 233.61

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CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

E. Related party transactions and balances entered with related parties during the year:

Reporting Entity Nature Transacting entity Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021

Agilus Pathlabs Private Limited Rendering of services Agilus Diagnostics Limited 31.56 14.02 15.62
Agilus Pathlabs Private Limited Other income (Miscellaneous income) DDRC Agilus Pathlabs Limited 12.60 12.60 12.60
Agilus Pathlabs Private Limited Receiving of services Agilus Diagnostics Limited 24.46 12.78 19.03
Agilus Pathlabs Private Limited Reimbursement of expenses to Agilus Diagnostics Limited - - 0.25
Agilus Pathlabs Private Limited Reimbursement of expenses from Agilus Diagnostics Limited - - 7.72
Agilus Pathlabs Private Limited Sale of reagents and consumables Agilus Diagnostics Limited - - 1.89
Agilus Pathlabs Private Limited Purchase of property, plant and equipment Agilus Diagnostics Limited 2.91 0.76 2.20

Agilus Pathlabs Private Limited Sale of property, plant and equipment Agilus Diagnostics Limited 2.55 0.41 8.84
Agilus Pathlabs Private Limited Borrowings availed Agilus Diagnostics Limited 250.00 - 100.00
Agilus Pathlabs Private Limited Borrowings repaid Agilus Diagnostics Limited - 180.00 140.00
Agilus Pathlabs Private Limited Interest Expense Agilus Diagnostics Limited 99.77 106.60 120.47
Agilus Pathlabs Private Limited Dividend income DDRC Agilus Pathlabs Limited 186.26 110.45 280.00
Agilus Pathlabs Private Limited Dividend paid Agilus Diagnostics Limited 186.23 390.48 -
Agilus Pathlabs Private Limited Employee stock option expense Agilus Diagnostics Limited - - 0.67
Agilus Pathlabs Private Limited Trade Receivables Agilus Diagnostics Limited 14.28 7.88 7.66
Agilus Pathlabs Private Limited Trade Receivables DDRC Agilus Pathlabs Limited 1.13 1.13 -
Agilus Pathlabs Private Limited Trade payables Agilus Diagnostics Limited 6.15 7.07 7.50
Agilus Pathlabs Private Limited Borrowings (including interest accrued) Agilus Diagnostics Limited 1,146.10 870.00 1,050.00

Agilus Pathlabs Private Limited Advances recoverable Agilus Diagnostics Limited - - 7.04
Agilus Pathlabs Reach Limited Receiving of services Agilus Diagnostics Limited 6.87 11.52 4.27
Agilus Pathlabs Reach Limited Reimbursement of expenses from Agilus Diagnostics Limited 0.23 - -
Agilus Pathlabs Reach Limited Purchase of property, plant and equipment Agilus Diagnostics Limited 0.28 0.29 -

Agilus Pathlabs Reach Limited Trade payables Agilus Diagnostics Limited 16.56 29.59 26.47
Agilus Pathlabs Reach Limited Other financial liabilities Agilus Diagnostics Limited 0.18 - -
DDRC Agilus Pathlabs Limited Rendering of services Agilus Diagnostics Limited - 1.25 -
DDRC Agilus Pathlabs Limited Rendering of services DIAL Scans - 0.39 0.41
DDRC Agilus Pathlabs Limited Rendering of services Doctors Diagnostic Centre Private Limited - 28.94 8.45
DDRC Agilus Pathlabs Limited Receiving of services Agilus Diagnostics Limited 27.03 14.63 10.14
DDRC Agilus Pathlabs Limited Receiving of services - Legal & professional Agilus Pathlabs Private Limited 12.60 12.60 12.60
expenses
DDRC Agilus Pathlabs Limited Receiving of services - Professional fees to Ajith Joy - 32.04 -
doctors
DDRC Agilus Pathlabs Limited Receiving of services - Professional fees to Smitha Ajith - 4.32 4.23
doctors
DDRC Agilus Pathlabs Limited Receiving of services - Managerial Ajith Joy - 1.09 34.08
Remuneration
DDRC Agilus Pathlabs Limited Receiving of services - Managerial Elsy Joseph - - 9.30
Remuneration
DDRC Agilus Pathlabs Limited Receiving of services - Rent Ajith Joy - 10.34 9.50
DDRC Agilus Pathlabs Limited Receiving of services - Rent Elsy Joseph - 0.49 0.48
DDRC Agilus Pathlabs Limited Receiving of services - Rent Asha Joseph - 1.01
DDRC Agilus Pathlabs Limited Reimbursement of expenses from Agilus Diagnostics Limited 3.38 3.81 1.53
DDRC Agilus Pathlabs Limited Purchase of reagents and consumables Agilus Diagnostics Limited - 1.32 -
DDRC Agilus Pathlabs Limited Sale of reagents and consumables Agilus Diagnostics Limited 5.28 - -
DDRC Agilus Pathlabs Limited Purchase of property, plant and equipment Agilus Diagnostics Limited 0.22 1.38 -

DDRC Agilus Pathlabs Limited Sale of property, plant and equipment Agilus Diagnostics Limited 7.16 4.20 -
DDRC Agilus Pathlabs Limited Dividend paid Agilus Diagnostics Limited 186.26 - -
DDRC Agilus Pathlabs Limited Dividend paid Agilus Pathlabs Private Limited 186.26 110.45 -
DDRC Agilus Pathlabs Limited Dividend paid Ajith Joy - 52.47 -
DDRC Agilus Pathlabs Limited Dividend paid Elsy Joseph - 57.99 -
DDRC Agilus Pathlabs Limited Trade payables Agilus Diagnostics Limited 18.59 0.74 0.76
DDRC Agilus Pathlabs Limited Trade payables Agilus Pathlabs Private Limited 1.13 1.13 -
DDRC Agilus Pathlabs Limited Trade payables Ajith Joy - 0.57 -
DDRC Agilus Pathlabs Limited Trade Receivables Doctors Diagnostic Centre Private Limited - 0.61 -
DDRC Agilus Pathlabs Limited Trade Receivables DIAL Scans - 0.03 -
Agilus Diagnostics FZ LLC Receiving of services Agilus Diagnostics Limited 46.69 35.29 24.04
Agilus Diagnostics FZ LLC Reimbursement of expenses to Agilus Diagnostics Limited 1.42 0.40 0.36
Agilus Diagnostics FZ LLC Interest Expense Agilus Diagnostics Limited 3.13 3.13 0.91
Agilus Diagnostics FZ LLC Loan received during the year Agilus Diagnostics Limited - - 29.84
Agilus Diagnostics FZ LLC Trade Receivables Mena Healthcare Investment Company Limited, 28.71 26.61 25.41
BVI
Agilus Diagnostics FZ LLC Trade payables Agilus Diagnostics Limited 132.61 159.70 138.34
Agilus Diagnostics FZ LLC Borrowings (including interest accrued) Agilus Diagnostics Limited 30.61 30.61 30.75

Agilus Diagnostics FZ LLC Borrowings (including interest accrued) Medical Management Company Limited, BVI 1.32 1.22 1.17

Agilus Diagnostics FZ LLC Advances Payable Agilus Diagnostics Limited 1.97 0.17 5.71
Agilus Diagnostics FZ LLC Expected credit loss allowance Mena Healthcare Investment Company Limited, 28.71 26.61 25.41
BVI
Agilus Diagnostics Limited Loss allowance on loan to subsidiary Agilus Diagnostics FZ LLC 29.84 - -

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CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

40. Leases

As lessee
Operating Leases

The Group has obtained lab premises, office premises, godowns, machinery and guest houses on operating lease arrangements. The lease terms varies from 11 months
to 15 years, renewable at the option of the Group. There are no restrictions imposed by the lease arrangements.

(i) Right-of-use assets

(a) Land & Building

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Particulars
Balance at the beginning of the year 825.70 543.18 624.36
Acquisitions (refer note 50A, 50B and 50C) 17.10 59.73 -
Additions to right of use assets 509.12 485.35 171.60
Depreciation charge for the year (283.98) (260.31) (206.92)
Derecognition of right of use assets (82.41) (3.38) (44.86)
Exchange translation adjustments 2.12 1.13 (1.00)
Balance at the end of the year 987.65 825.70 543.18

(b) Plant & Machinery

Plant
Balance at the beginning of the year 39.68 - -
Additions to right of use assets - 42.16 -
Depreciation charge for the year (8.68) (2.48) -
Balance at the end of the year 31.00 39.68 -

Total 1,018.65 865.38 543.18

(ii) Lease liabilities

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Maturity analysis - contractual undiscounted cash flows
Less than one year 329.22 312.34 210.86
One to five years 766.43 690.01 410.60
More than five years 223.67 101.65 33.97
Total undiscounted lease liabilities 1,319.32 1,104.00 655.43

Lease liabilities
Current 252.96 243.61 172.67
Non-current 812.86 667.07 397.06
Total 1,065.82 910.68 569.73

(iii) Amounts recognised in profit or loss

As at As at As at
31 March 2023 31 March 2022 31 March 2021
(Income)/Expenses arising from leases:
Interest on lease liabilities 88.64 80.02 63.03
Expenses relating to short-term leases (including GST) 305.92 279.35 145.22
Income from sub-leasing right-of-use assets presented in other income - - (2.63)

(iv) Amounts recognised in statement of cash flows

As at As at As at
31 March 2023 31 March 2022 31 March 2021

Total cash outflow for lease liabilities (includes interest of Rs. 88.64 million (31 344.93 305.77 248.18
March 2022: Rs. 80.02 million ; 31 March 2021: Rs. 63.03 million)

As at As at As at
31 March 2023 31 March 2022 31 March 2021

As Lessor

Operating lease
Rental income from premises subleased recognised in the Statement of Profit and Loss - - 2.63

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CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

41. Commitments
As at As at As at
31 March 2023 31 March 2022 31 March 2021

Commitments for the acquisition of property, plant and equipment 70.07 171.74 47.14
Lease commitments (refer Note 2 below) 217.56 - -

Note:
1. The Group has other commitments, for purchase/sales orders which are issued after considering requirements per operating cycle for purchase / sale of services,
employee’s benefits. The Group does not have any long term commitments or material non-cancellable contractual commitments/ contracts.

2. The Group has lease contracts that have been committed but not yet commenced as at 31 March 2023. The future lease payments for these non-cancellable lease
contracts amounting to Rs. 217.56 million is payable within next seven years.

42. Contingent liabilities :

Claims against the Group, disputed by the Group, not acknowledged as debt:

(a) Particulars As at As at As at
31 March 2023 31 March 2022 31 March 2021
Income tax 2,712.63 2,620.84 2,535.43
Medical related 560.82 534.11 524.45
Service tax 96.59 96.59 8.14
Others 41.75 17.26 0.50
Customs - 0.14 -
Total 3,411.79 3,268.94 3,068.52

(b) Further, refer claims assessed as contingent liability described in Note 56, 57 and 58

(c) The Group has received a claim of Rs. 93.50 million from an ex-employee alleging certain dues payable by the Group to him in respect to his variable pay,
provident fund and ESOPs. The ex-employee has also filed a similar claim of Rs. 192.30 million on the Parent Company (Fortis Healthcare Limited). Subsequently,
the claimant has filed a petition with National Company Law Tribunal (NCLT) and revised his claim amount to Rs. 363.78 million. The Group has filed the response
to the petition on merits submitting that the Petition is not maintainable either under facts or law. The matter is currently pending with National Company Law
Tribual.

(d) On 28 February 2019, a judgment of the Supreme Court of India interpreting certain statutory defined contribution obligations of employees and employers (the
"India Defined Contribution Obligation") altered historical understandings of such obligations, extending them to cover additional portions of the employee's
income to measure obligations under employees Provident Fund Act, 1952. There are numerous interpretative issues relating to this judgement as to how the
liability should be calculated, including the period of assessment, the application with respect to certain current and former employees and whether interest and
penalties may be assessed. As such, the Group has been legally advised not to consider that there is any probable obligations for periods prior to date of aforesaid
judgment.

(e) Further, refer Note no. 53 for contingent liabilities related to joint venture.

Additionally, the Group is involved in other disputes, lawsuits, claims, governmental and/or regulatory inspections, inquiries, investigations and proceedings,
including commercial matters that arise from time to time in the ordinary course of business.

The Group believes that none of the above matters either individually or in aggregate, are expected to have material adverse effect on its financial statements.
The cash flows in respect of above matters are determinable only on receipt of judgements/decisions pending at various stages/forums.

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CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

43. Employee benefits plans

(i) Defined contribution plans

The Group makes contribution towards employees' provident fund, employees' state insurance plan scheme and labour welfare fund on behalf of the emloyees. Under the schemes, the
Group is required to contribute a specified percentage of payroll cost, as specified in the rules of the scheme. The Group has recognised the following amounts during the year as
expense towards contribution to these plans.
Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021

Provident fund 160.86 146.51 115.55

Employees' state insurance scheme 19.86 19.62 13.92
Labour welfare fund 1.02 0.34 0.06
Total 181.74 166.47 129.53

(ii) Defined benefit plans

Gratuity
The Group has a defined benefit gratuity plan, wherein every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn
salary) for each completed year of service subject to a maximum limit of Rs. 2 million in terms of the provisions of Gratuity Act, 1972. The gratuity plan is unfunded for Agilus
Diagnostics Limied and its subsidiaries except Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private Limited). Accordingly, the disclosure below relates to plan
assets of Agilus Pathlabs Private Limited.

These plans typically exposed the Group to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk.

Investment risk The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at
the end of the reporting period on government bonds.
Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the
plan's debt instruments.
Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both
during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.

Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an
increase in the salary of the plan participants will increase the plan's liability.

The principal assumptions used for the purposes of the actuarial assumptions were as follows:

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021

Discount rate 7.30% - 7.40% p.a. 6.10% - 7.10% p.a. 5.65% p.a.
Expected rate of salary increase 6.00% - 6.50% p.a. 5.00% - 6.50% p.a. 6.50% p.a.
Mortality rate Indian Assured Lives Indian Assured Lives Indian Assured Lives
2012-14 Ultimate 2012-14 Ultimate 2012-14 Ultimate

Employee turnover (attrition rate)

Upto 30 years 22.00% - 30.07% p.a. 22.00% - 30.07% p.a. 22.00% - 27.00% p.a.
31-45 years 7.70% - 20.00% p.a. 7.70% - 20.00% p.a. 18.00% - 20.00% p.a.
45 years and above 1.18% - 12.00% p.a. 1.18% - 16.00% p.a. 13.00% - 16.00% p.a.

The following tables summarise the components of net benefit expense recognised in the Restated Consolidated Statement of Profit and Loss and the amounts recognised in the
Restated Consolidated Statement of assets and liabilities for the gratuity plan.

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021

Net employee benefits expense

Current service cost 41.96 39.01 34.60
Total gratuity expenses included in employee benefit expenses (note 33) 41.96 39.01 34.60
Interest cost on benefit obligation included in finance cost 16.54 14.81 9.69
Recognised in Restated Consolidated statement of profit and loss 58.50 53.82 44.29

Remeasurements on the net defined benefit liability :

- Actuarial losses arising from changes in demographic assumptions - 4.23 -

- Actuarial (gain) arising from changes in financial assumptions (16.50) (8.06) (1.15)
- Actuarial (gain)/ losses arising from experience adjustments 6.80 (4.75) 2.30
- Return on plan assets (excluding amounts included in net interest expense) - (0.54) (0.74)
Recognised in other comprehensive income (9.70) (9.12) 0.41

Total 48.80 44.70 44.70

The current service cost and the net interest expense for the year are included in the 'Employee benefits expense' and 'Finance costs' line item respectively in the Restated Consolidated
Statement of profit and loss. The remeasurement of the net defined benefit liability is included in other comprehensive income.

289
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

The amount included in the Restated Consolidated Statement of assets and liabilities arising from the Group's obligation in respect of its defined benefit plans is as follows:

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Defined benefit obligation
- As per actuarial valuation for Holding company and Indian subsidiaries 311.39 295.06 228.33
Less: Fair value of plan assets (44.90) (35.46) (33.76)
266.49 259.60 194.57

Employee related provisions of Agilus Diagnostics FZ LLC (Formerly known as SRL Diagnostics FZ 5.17 10.99 17.37
LLC)#

Net defined benefit liability 271.66 270.59 211.94

# Obligation has been estimated by the Management basis the contractual liabilities as per laws applicable in United Arab Emirates

Classification of net defined benefit liability as per actuarial valuation

Net defined benefit liability (Non- current) 231.25 233.89 183.13

Net defined benefit liability (current) 40.41 36.69 28.82
271.66 270.58 211.95

Movement in the present value of the defined benefit obligation is as follows: Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021

Opening defined benefit obligation (excluding liability of foreign subsidiary) 295.06 228.33 207.02
Acquisition of subsidiary (refer note 50A) - 56.32 -
Current service cost 40.79 37.29 29.93
Interest expenses 18.77 16.72 11.48
Remeasurement losses:
- Actuarial losses arising from changes in demographic assumptions - 4.23 -
- Actuarial losses/(gains) arising from changes in financial assumptions (16.50) (8.06) (1.15)
- Actuarial (gains)/ losses arising from experience adjustments 6.80 (4.75) 2.30
Benefit payments
- Benefit payments from plan (0.83) (3.55) (1.41)
- Benefit payments from employer (32.70) (31.47) (20.00)
Transfer In - - 0.16
Closing defined benefit obligation (excluding liability of foreign subsidiary) 311.39 295.06 228.33
Add: Closing liability of foreign subsidiary 5.17 10.99 17.37
Closing defined benefit obligation 316.56 306.05 245.70

Changes in the present value of the plan asset are as follows:

Opening fair value of plan assets 35.46 33.76 32.28
Interest income 2.23 1.91 1.79
Remeasurement gain/ (losses):
- Return on plan assets (excluding interest income) - 0.54 0.74
Contributions from the employer
- Contributions from the employer 8.03 2.80 0.36
- Direct benefit payments from employer 3.24 2.32 3.60
Benefit payments from plan assets (0.83) (3.55) (1.41)
Benefit payments from employer (3.23) (2.31) (3.61)
Closing fair value of plan assets 44.90 35.47 33.75

Each year, the management of Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private Limited) reviews the level of funding in the gratuity plan. Such a review
includes asset-liability matching strategy.

The plan assets of the subsidiary company, Agilus Pathlabs Private Limited as on the Balance sheet date are fully invested in Insurer Managed Funds. The details of investments
maintained by LIC are not available and therefore have not been disclosed.

Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and attrition rate. The sensitivity analysis below have been
determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

290
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CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

As at As at As at
31 March 2023 31 March 2022 31 March 2021

If the discount rate increases by 1% 294.31 277.33 217.44

If the discount rate decreases by 1% 330.49 315.12 240.30
If the expected salary growth increases by 1% 329.99 314.67 239.89
If the expected salary growth decreases by 1% 294.38 277.35 217.57
If attrition rate increases by 1% 312.44 295.48 227.37
If attrition rate decreases by 1% 311.24 295.74 229.34

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in
isolation of one another as some of the assumptions may be correlated.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

The weighted average duration of the defined benefit obligation as at 31 March 2023 is 5-8 years (31 March 2022: 5-10 years ;31 March 2021: 5 years).

The defined benefit plans shall mature after year end is as follows:

Expected total benefits payments As at As at As at

31 March 2023 31 March 2022 31 March 2021

Year 1 55.09 41.26 45.11

Year 2 46.36 35.93 35.52
Year 3 40.59 29.49 33.48
Year 4 37.51 27.51 28.10
Year 5 36.51 24.95 24.43
Next 5 years 134.91 91.78 83.70

The estimates of future salary increases, considered in actuarial valuation, take into account the inflation, seniority, promotion and other relevant factors, such as supply and demand in
the employment market.

Experience adjustments Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021

Experience adjustment on plan liabilities - (gain)/loss 6.80 (4.75) 2.30

44. Corporate social responsibility

As per section 135 of the Companies Act, 2013 and the rules therein, the Group is required to spend at least 2% of the average net profit of past three years towards Corporate Social
Responsibility (CSR). Details of the CSR expenses, as certified by Management, are as follows:

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021

(i) Amount required to be spent by the Group during the year, 51.27 40.86 29.55
(ii) Amount approved by the Board to be spent during the year, 51.27 40.86 29.55
(iii) Amount of expenditure incurred, 51.27 40.86 29.55
(iv) Shortfall at the end of the year, - - -
(v) Total of previous years shortfall, - - -
(vi) Reason for shortfall, - - -
(vii) Nature of CSR activities, Contributed to IIT Madras Contributed to PM CARES Contributed to ICMR Fund
engaged in conducting Fund for combating, and to support research and
research in science, containment and relief development projects in the
technology, engineering efforts against the field of science, technology,
and medicine aimed at coronavirus outbreak engineering and
promoting Sustainable medicine.
Development Goals
(SDGs).

(viii) details of related party transactions,e.g, contribution to a trust controlled by the Group in
relation to CSR expenditure as per relevant accounting standard, - - -

(ix) Where a provision is made with respect to a liability incurred by entering into a contractual - - -
obligation, the movements in the provision during the year shall be shown separately.

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Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

45. Financial Instruments

45A. Capital Management
The Group manages its capital to ensure that Group will be able to continue as going concern. The Group's audit committee reviews the capital structure of the Group on periodic basis. As
part of this review, the audit committee considers the cost of capital and the risks associated with each class of capital. The Capital structure of the Group consists of net debt (borrowings
as detailed in notes and offset by cash and bank balances) and total equity of the Group. The Group manages its capital structure and makes adjustments in the light of changes in
economic environment and the requirements of the financial covenants. The Group is not subject to any externally imposed capital requirements.

The Gearing ratio at end of reporting period was as follows:-

As at As at As at
31 March 31 March 31 March 2021
2023 2022

Debt (i) 28.29 22.51 12.53

Cash and cash equivalent (note 15) (1,137.44) (1,035.78) (2,266.16)
Bank balances other than cash & cash equivalent (note 16) (2,099.42) (2,586.44) (1,336.43)
Net Debt (A) (3,208.57) (3,599.71) (3,590.06)

Total equity (B) 19,455.77 18,661.54 13,113.82

Net debt to equity ratio (A/B) Nil Nil Nil

(i) Debt is defined as long-term and short-term borrowings as described in Note 21 and 24

45B. Fair value measurement Carrying value as at Carrying value

Notes As at As at As at As at As at
31 March 31 March 2022 31 March 31 March 31 March 2021
2023 2023 2022
Financial assets
Not Measured at fair value

Loans - non current* (b) 8.19 2.09 8.19 2.09 1.31

Other financial assets - non current (b) 257.59 245.03 257.59 245.03 98.80
Trade Receivables (a) #REF! #REF! 1,431.49 1,495.46 1,442.12
Cash and cash equivalents (a) 1,137.44 1,035.78 1,137.44 1,035.78 2,266.16
Bank balances other than above (a) 2,099.42 2,586.44 2,099.42 2,586.44 1,336.43
Loans - current* (a) 2.20 1.87 2.20 1.87 1,098.30
Other financial assets - current (a) 167.44 113.52 167.44 113.52 47.25

Total #REF! #REF! 5,103.77 5,480.19 6,290.37

Financial liabilities

Measured at fair value

Contingent purchase consideration (d) 54.55 - -

Not Measured at fair value

Borrowings : Non-current** (b) 18.96 16.12 18.96 16.12 9.70
Lease Liabilities - non current (c) 812.86 667.07 812.86 667.07 397.06
Other financial liabilities : Non-current (b) 192.58 32.15 192.58 32.15 58.68
Lease Liabilities - current (c) 252.96 243.61 252.96 243.61 172.67
Borrowings : current** (a) 9.33 6.39 9.33 6.39 2.83
Trade payables (a) 1,394.72 1,293.14 1,394.72 1,293.14 1,164.09
Other financial liabilities - current (a) 695.86 551.30 641.31 551.30 385.10

Total 3,377.27 2,809.78 3,377.27 2,809.78 2,190.13

* Loans include interest free loans given to employees.

**Borrowings primarily include interest bearing loans taken at market rate of interest from Banks and Financial Institutions.

The following methods / assumptions were used to estimate the fair values:
(a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short term maturities of these
instruments.
(b) Fair valuation of non-current financial assets and liabilities have been disclosed to be same as carrying value as there is no significant difference between carrying value and fair value.
The fair valuation model considers the present value of expected payments, discounted using a risk-adjusted discount rate.
(c) Fair value measurement of lease liabilities is not required to be disclosed.
(d) Contingent consideration is payable on achievement of pre-determined business targets. Management has estimated that the target will be achieved basis which the agreed purchase
consideration has been considered as the fair value.
There are no transfer between Level 1, Level 2 and Level 3 during the Year.

45C. Financial risk management objectives and Policies

The Group's financial assets include trade receivables, cash and bank balances, loans and other financial assets that are derived from its operations. The Group’s principal financial liabilities
comprise trade payables, other liabilities, borrowings and lease liabilities. The main purpose of these financial liabilities is to finance the Group's operation. The Group has exposure to the
following risk arising from financial instruments.
(a) Credit risk
(b) Market risk
(c) Liquidity risk

The Group's board of directors manages the financial risk of the Group through internal risk report which analyse exposure by magnitude of risk.

292
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

(a) Credit risk

(i) Trade receivable

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s
receivables from customers. An impairment analysis is performed at each reporting date on an individual basis for major customers. The Group holds certain amounts as collateral in form
of security deposits against certain class of receivables (primarily includes receivable from collection center).
The Group exposure to credit risk is influenced mainly by the individual characteristics of each customer. Also, management considers the factors that may influence the credit risk of its
customer base, including the default risk associated with the individual characteristics of the customers.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the credit worthiness of customers to which the Group grants credit terms in the
normal course of business. Sale limits are established for each customer and reviewed quarterly. Any sales exceeding those limits require an exception approval as per Group policy.

In monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether they are a direct client, collection centre, franchisee, government
agency, history of business with the Group and existence of previous financial difficulties.
Refer note 14 for a summary of Group’s most significant customers and details on impairment losses on financial assets recognised in the profit or loss.

(ii) Current Investments

The Group limits its exposure to credit risk by generally investing in liquid securities. Further, defined limits are in place for exposure to individual counterparties in case of mutual fund
schemes.

(iii) Loans and Other financial assets

Loans and other financial assets mainly consists of loan to employees, security deposits, advances recoverable (employee advances) and bank deposits. Bank deposits are held with banks
with good credit ratings and the Group does not expect any losses. The security deposit pertains to rent deposit given to lessors. The Group does not expect any losses from the non
performance of these counterparties, hence no provision has been considered on balances other than those mentioned below.

The movement in the provision recognised against the above assets which are credit impaired as at the year-end is as follows:

Particulars Amount

As at 31 March 2020 68.14

Written off during the year (0.90)
Provision created 6.72
As at 31 March 2021 73.96
Provision created 1.60
As at 31 March 2022 75.56
Written off during the year (19.22)
Provision created 1.36
As at 31 March 2023 57.70

The Group's maximum exposure to credit risk for each of the above categories of financial assets is the carrying values at the reporting date.

(b) Market risk

Market risk is the risk of loss of future earnings, risk of loss due to change in interest rates, fair values or future cash flows that may result from a change in the price of financial
instrument. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rates, and other market changes that affect market risk
sensitive instruments.

Market risk includes:

(i) Foreign currency risk
(ii) Interest
(iii) rate risk
Other price risk

(i) Foreign currency risk

The Group has limited exposure from foreign currency risk due to limited international operations. The Group has not taken any derivative contracts to hedge the exposure. Exchange rate
exposures are managed within approved policy parameters.

The carrying amounts of the Group's foreign currency denominated monetary assets and monetary liabilities at the end of the reporting year are as follows:
As at 31 March 2023 As at 31 March 2022 As at 31 March 2021
Currency (Rupees in Conversion Amount in (Rupees in Conversion Amount in (Rupees in Conversion Amount in
million) rate foreign million) rate foreign million) rate foreign
currency currency currency
(in million) (in million) (in million)
Trade receivables USD 77.11 82.15 0.94 68.11 75.51 0.90 60.55 73.24 0.83
Cash balances AED* - - - 0.01 20.55 0.00 0.11 19.94 0.01
SGD* 0.02 61.83 0.00 0.02 55.78 0.00 0.02 54.33 0.00
USD* 0.09 82.15 0.00 0.15 75.51 0.00 0.14 73.24 0.00

* Amount not presented due to rounding off.

Foreign currency sensitivity

The following table details the Group's sensitivity to a 10% increase and decrease in the Rupees against the relevant foreign currencies. 10% is the sensitivity rate used when reporting
foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity
analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 10% change in foreign currency rates. A positive
number below indicates an increase in profit and equity where the Rupee strengthens 10% against the relevant currency. For a 10% weakening of the Rupee against the relevant currency,
there would be a comparable impact on the profit & equity and the balances below would be negative.

Currency 2022-23 2021-22 2020-21

10% 10% decrease 10% 10% 10% 10%
increase increase decrease increase decrease
Trade Receivable
USD 7.71 (7.71) 6.81 (6.81) 6.06 (6.06)
Impact on profit/(loss) for the
year 7.71 (7.71) 6.81 (6.81) 6.06 (6.06)

Less: Tax impact (1.94) 1.94 (1.71) 1.71 - 1.53 1.53

Impact on total equity 5.77 (5.77) 5.10 (5.10) 4.53 (4.53)

The sensitivity analysis is unrepresentative of the inherent foreign exchange risk because the exposure at the end of the reporting period does not reflect the exposure during the year.

(ii) Interest rate risk

The Group is not exposed to interest rate risk because the Group has borrowed funds at fixed interest rates.

(iii) Other price risk

The Group's investments are in joint venture company and are held for strategic purposes rather than for trading purposes.

293
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

(c) Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligation associated with it’s financial liabilities that are settled by delivering cash. The Group's ultimate
responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework of the Group's short-term, medium-
term and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities,
by continuously monitoring forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities. Note given below sets out details of additional undrawn
facilities that the Group has at its disposal to further reduce liquidity risk.

The Group's principal sources of liquidity are cash and cash equivalent and cash flow that is generated from operations. In addition, the Group has funding facilities disclosed below
(secured against first pari pasu charge on current assets, thereafter second pari pasu charge over all moveable property, plant and equipment) which can be drawn to meet short term
financial needs.
Financial arrangement:
The Group has access to the following undrawn borrowing facilities at the end of the reporting period.

As at As at As at
31 March 2023 31 March 2022 31 March 2021
Agilus Diagnostics Limited Sanctioned Sanctioned Limit Sanctioned
Limit utilised Limit utilised
limit limit utilised limit
Cash credit facility 511.65 - 519.40 - 20.00 -
Letter of credit 7.50 - 7.50 - 7.50 -
Bank guarantee 33.85 14.46 33.00 7.35 45.00 13.33
553.00 14.46 559.90 7.35 72.50 13.33

The following tables detail the Group's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the earliest date on which the Group can be required to pay.

Contractual cash flows

Particulars 0-1 year Beyond 1 Total Amount Carrying
year Amount

31 March 2023
Non Interest bearing instruments
Borrowings - 1.32 1.32 1.32
Lease liabilities - non current - 990.10 990.10 812.86
Payable on purchase of plant and equipment - non-current - 212.41 212.41 192.58
Lease liabilities - current 329.22 - 329.22 252.96
Trade payables 1,394.72 - 1,394.72 1,394.72
Deposit from customers 166.34 - 166.34 166.34
Employee benefits payable 176.12 - 176.12 176.12
Payable on purchase of plant and equipment - current 272.15 - 272.15 262.20
Deferred/Contingent purchase consideration 82.68 - 82.68 82.68
Liability against indemnification 7.47 - 7.47 7.47
Payable to related parties 0.87 - 0.87 0.87

Fixed interest bearing instruments

Borrowings (including interest accrued) 11.16 19.25 30.41 27.15
2,440.73 1,223.08 3,663.81 3,377.27

31 March 2022
Non Interest bearing instruments
Borrowings - 1.22 1.22 1.22
Lease liabilities - non current - 791.66 791.66 667.07
Payable on purchase of plant and equipment - non-current - 32.15 32.15 32.15
Lease liabilities - current 312.34 312.34 243.61
Trade payables 1,293.14 - 1,293.14 1,293.14
Deposit from customers 186.06 - 186.06 186.06
Employee benefits payable 178.45 - 178.45 178.45
Payable on purchase of plant and equipment - current 53.76 - 53.76 53.76
Deferred purchase consideration 125.00 - 125.00 124.90
Liability against indemnification 7.47 - 7.47 7.47
Payable to related parties 0.55 - 0.55 0.55

Fixed interest bearing instruments

Borrowings (including interest accrued) 7.52 15.87 23.39 21.40
2,164.29 840.90 3,005.19 2,809.78

31 March 2021
Non Interest bearing instruments
Borrowings - 1.17 1.17 1.17
Lease liabilities - non current - 444.57 444.57 397.06
Payable on purchase of plant and equipment - non-current - 58.68 58.68 58.68
Lease liabilities - current 210.86 - 210.86 172.67
Trade payables 1,164.09 - 1,164.09 1,164.09
Deposit from customers 11.74 - 11.74 11.74
Employee benefits payable 148.65 - 148.65 148.65
Payable on purchase of plant and equipment - current 47.17 - 47.17 47.17
Liability against indemnification 7.47 - 7.47 7.47
Payable to related parties 1.25 - 1.25 1.25
Fixed interest bearing instruments
Deposit from customers 173.18 - 173.18 168.75
Borrowings 3.65 9.69 13.35 11.43
1,768.06 514.11 2,282.18 2,190.13
The Group expects to meet its obligations from operating cash flows and proceeds of maturing financial assets.

294
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

46. Employee Stock Option Plans

Agilus Diagnostics Limited ("Agilus Diagnostics") has provided share-based payment scheme to the eligible employees and its then directors, its subsidiary - Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private
Limited), Fortis Healthcare Limited (Parent Company) and RHC Holding Private Limited. The shareholders of Agilus Diagnostics Limited granted approval to ‘Super Religare Laboratories Limited Employee Stock Option Plan 2009’ and ‘SRL
Limited Employee Stock Option Scheme 2013’ . Agilus Diagnostics Limited has granted these options under Equity Settlement method and there are no conditions for vesting other than continued employment with the respective
company. Details of these schemes are as follows :

As at 31 March 2023

Scheme ESOP 2009 ESOP 2013

Date of Board Approval 22 August 2009 23 August 2013
Date of Shareholder’s approval 17 August 2009 20 September 2013
Method of Settlement (Cash/Equity) Equity Equity
Grant I* Grant II Grant III Grant IV Grant V Grant VI Grant VII
Date of grant 22 August 2009 30 September 2013 2 November 2015 8 November 2016 22 March 2017 6 May 2017 2 Aug 2017
Number of options granted 1,517,470 200,000 995,937 75,000 125,000 25,000 25,000
Number of options cancelled 849,545 134,000 724,437 75,000 125,000 25,000 25,000
Number of options exercised 154,716 66,000 - - - - -
Number of options not yet vested - - - - - - -
Number of options not yet exercised 513,209 - 271,500 - - - -

Vesting Period 22 August 2009 to 30 September 2016 to 2 November 2018 to 7 November 2019 to 7 22 March 2020 to 26 May 2020 to 02 August 2020 to
21 August 2012 30 September 2018 1 November 2020 November 2021 22 March 2022 26 May 2022 02 August 2022

Grant value (Rs.) 40 201 428 674 674 674 674

As at 31 March 2022

Scheme ESOP 2009 ESOP 2013

Date of Board Approval 22 August 2009 23 August 2013
Date of Shareholder’s approval 17 August 2009 20 September 2013
Method of Settlement (Cash/Equity) Equity Equity
Grant I* Grant II Grant III Grant IV Grant V Grant VI Grant VII
Date of grant 22 August 2009 30 September 2013 2 November 2015 8 November 2016 22 March 2017 6 May 2017 2 Aug 2017
Number of options granted 1,517,470 200,000 995,937 75,000 125,000 25,000 25,000
Number of options cancelled 849,545 134,000 724,437 75,000 125,000 25,000 25,000
Number of options exercised 154,716 66,000 - - - - -
Number of options not yet vested - - - - - - -
Number of options not yet exercised 513,209 - 271,500 - - - -

Vesting Period 22 August 2009 to 30 September 2016 to 2 November 2018 to 7 November 2019 to 7 22 March 2020 to 26 May 2020 to 02 August 2020 to
22 August 2009 to 30 September 2016 to 2 November 2018 to 7 November 2019 to 7 22 March 2020 to 26 May 2020 to 02 August 2020 to
21 August 2012 30 September 2018 1 November 2020 November 2021 22 March 2022 26 May 2022 02 August 2022

Grant value (Rs.) 40 201 428 674 674 674 674

As at 31 March 2021

Scheme ESOP 2009 ESOP 2013

Date of Board Approval 22 August 2009 23 August 2013
Date of Shareholder’s approval 17 August 2009 20 September 2013
Method of Settlement (Cash/Equity) Equity Equity
Grant I* Grant II Grant III Grant IV Grant V Grant VI Grant VII
Date of grant 22 August 2009 30 September 2013 2 November 2015 8 November 2016 22 March 2017 6 May 2017 2 Aug 2017
Number of options granted 1,517,470 200,000 995,937 75,000 125,000 25,000 25,000
Number of options cancelled 875,736 134,000 724,437 75,000 125,000 25,000 -
Number of options exercised 154,716 66,000 - - - - -
Number of options not yet vested - - - - - - 16,667
Number of options not yet exercised 487,018 - 271,500 - - - 8,333

Vesting Period 22 August 2009 to 30 September 2016 to 2 November 2018 to 7 November 2019 to 7 22 March 2020 to 26 May 2020 to 02 August 2020 to
22 August 2009 to 30 September 2016 to 2 November 2018 to 7 November 2019 to 7 22 March 2020 to 26 May 2020 to 02 August 2020 to
21 August 2012 30 September 2018 1 November 2020 November 2021 22 March 2022 26 May 2022 02 August 2022

Grant value (Rs.) 40 201 428 674 674 674 674

The details of activity under the Plan have been summarized below:
As at As at As at
31 March 2023 31 March 2022 31 March 2021
Number of Options Weighted Average Number of Options Weighted Average Number of Options Weighted Average
exercise price exercise price exercise price

Outstanding at the beginning of the year 784,709 174.24 783,518 194.68 1,031,378 292.11
Granted during the year - - - - - -
Vested during the year - - - - - -
Exercised during the year - - - - - -
Forfeited/ Cancelled during the year - - 25,000 674.00 247,860 600.11
Reinstated during the year - - 26,191 40.00 - -
Outstanding at the end of the year 784,709 174.24 784,709 174.24 783,518 194.68
Exercisable option at the end of the year 784,709 174.24 784,709 174.24 766,851 40.00
Weighted average remaining life (years)** - - -
Range of exercise price 40-428 40-428 40-674

** The Company has extended the exercise period of all outstanding options (Grant I and Grant III) till a future event occurs (i.e. exit of existing private equity investors or any other listing event). Further, employees due to retire or
getting superannuated prospectively will also be entitled to exercise the options before the future event. As there is no fixed time limit for future event, weighted average remaining life of such options has not been disclosed.

There are no options granted in current year. Black-Scholes Option Pricing Model has been used for computing the weighted average fair value considering the following inputs:

Particulars Grant II Grant III Grant IV- V Grant VI- VII

Vesting Schedule 100% 100% 100% 100%
Stock Price (S) 201 428 674 674
Exercise Price (X) 201 428 674 674
Volatility (s) 17.41% 15.54% 15.54% 16.19%
Risk-free Rate 8.70% 7.63% 7.63% 6.95%
Expected Option Life (T) 5yrs 5yrs 5yrs 5yrs
Dividend Yield 1.00% 0.47% 0.47% 0.47%
Option Value 66.32 135.30 213.00 202.61
Exit/Attrition Rate 16.50% 16.50% 16.50% 16.50%
Modified Option Value 55.38 112.98 177.86 169.18

Note:-
i) The (income)/expenses arising from share-based payment transaction recognised in profit or loss as part of employee benefit expense for the year ended 31 March 2023, 31 March 2022 and 31 March 2021 were Rs. Nil, Rs. Nil and Rs.
(9.43) million respectively.

ii) *On the date of transition to Ind AS (i.e. 1 April 2015), the Company had opted for optional exemption available under Ind AS 101 ‘First time adoption’ and not recorded any stock option outstanding account for the options fully
vested (ESOP Scheme 2009) as at transition date.

ii) In respect to Nil (31 March 2022: 25,000; 31 March 2021: 247,860) options forfeited during the current year, amount aggregating Rs. Nil (31 March 2022: Rs. 3.10 million ; 31 March 2021: 11.71 million) has been transferred to
general reserve.

295
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

47. Operating segments

(a) Basis for segmentation

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that
related to transaction with any of the Group’s other components, and for which discrete financial information is available.

The Group is engaged in the business of maintaining and managing clinical reference laboratories, to provide testing and diagnostics on human beings, in the field of both pathology and
radiology. As the Group's business activity primarily falls within a single operating segment i.e. pathology and radiology services, there are no disclosures required to be provided in
terms of Ind AS 108 on 'Operating Segments'.

(b) Geograpical information

The geographical information analyses the Group's revenue and non-current assets by the Group's country of domicile (i.e. India) and other countries. In presenting the geographical
information, segment revenue has been presented based on the geographical location of customers and segment assets which have been presented based on the geographical location
of the assets.

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021
(i) Revenues
India (a) 13,019.62 15,384.13 10,001.96

Other countries
United Arab Emirates 144.14 378.03 154.68
Kenya 42.17 30.53 16.92
Maldives 99.09 58.77 12.89
Nigeria 4.48 3.08 9.93
Sri Lanka 6.00 7.60 7.09
Ethiopia 4.68 8.12 4.80
Others 3.37 5.44 3.52

Total other countries (b) 303.93 491.57 209.83

Total (a+b) 13,323.55 15,875.70 10,211.79

(Revenue excludes other operating income and other income)

(ii) Non - current assets As at As at As at

31 March 2023 31 March 2022 31 March 2021

India 8,597.35 7,171.80 3,423.25

Outside India 27.80 40.06 36.28
Total 8,625.15 7,211.86 3,459.53

Non-current assts exclude deferred tax assets, income tax assets, tax paid in protest, goodwill and investments. Capital advances have been shown in India as the assets against which
advances have been given shall be installed in India though they have been given to parties outside India.

(c) Major customer

The Group does not derive revenue from one customer which would amount to 10 per cent or more of the Group's revenue.

296
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

48 Disclosure as per Ind AS 115 - Revenue from contracts with customers

Particulars As at As at As at
i) 31 March 2023 31 March 2022 31 March 2021

Trade receivables 1,431.49 1,495.46 1,442.12

Contract liabilities 161.38 134.79 106.42

Advances from customers 137.97 103.61 81.55
Deferred revenue 6.17 6.46 9.68
Liability towards customer loyalty program (Also refer note 27) 17.24 24.72 15.19

The amount included in contract liabilities has been recognised as revenue during the year ended 31 March 2023 of Rs. 47.08 million (31 March 2022:
Rs. 44.22 million , 31 March 2021: Rs. 35.81 million).
No information is provided about remaining performance obligations at 31 March 2023 or at 31 March 2022 or at 31 March 2021 that have an original
expected duration of one year or less, as allowed by Ind AS 115.

ii (a) Disaggregation of revenue by Geographical region

Revenue disaggregation by geograpical region is included in segment information (refer note 47)

ii (b) Disaggregation of revenue by sales channel

Particulars Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021

Owned labs 10,477.61 12,132.76 7,630.39

Collection centre 2,599.02 3,554.06 2,441.12
Franchisees 246.92 188.88 140.28
Total 13,323.55 15,875.70 10,211.79

ii (c) Reconciliation of revenue recognised with the contracted price is as follows:

Particulars Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021

Revenue from contract with customer as per the contract price 13,332.00 15,885.23 10,214.46
Adjustment made to contract price on account of:-
Customer loyalty program 7.48 (9.53) (2.67)
Discount/rebate (15.93) - -
Revenue from contract with customer 13,323.55 15,875.70 10,211.79
Other operating revenue 151.07 173.41 138.94
Revenue from operations 13,474.62 16,049.11 10,350.73

297
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

49. Details of dues to Micro and Small Enterprises as per MSMED Act, 2006

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro Enterprises and
Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the
Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at the year end has been made in the financial statements
based on information received and available with the Group.

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021

The principal amount remaining unpaid as at the end of year 157.29 80.36 26.84

Interest due on above principal and remaining unpaid as at the end of the year 2.52 0.51 0.37

The amount of interest paid by the buyer in terms of section 16, of the Micro Small - - -
and Medium Enterprise Development Act, 2006 along with the amounts of the
payment made to the supplier beyond the appointed day during each accounting
year.

The amount of interest due and payable for the period of delay in making payment 3.11 2.66 0.93
(which have been paid but beyond the appointed day during the year) but without
adding the interest specified under Micro Small and Medium Enterprise Development
Act, 2006.

The amount of interest accrued and remaining unpaid at the end of each accounting 8.81 3.17 1.30
year; and

The amount of further interest remaining due and payable even in the succeeding - - -
years, until such date when the interest dues as above are actually paid to the small
enterprise for the purpose of disallowance as a deductible expenditure under section
23 of the Micro Small and Medium Enterprise Development Act, 2006

50 (A) Business combination

(i) During the year ended 31 March 2022, effective from April 05, 2021, the Company acquired 50% stake in DDRC Agilus Pathlabs Limited (Formerly known as
DDRC SRL Diagnostics Limited) ("DDRC") (in which the Company's 100% subsidiary, Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private
Limited), had already held 50% stake), from the joint venture partner. With the completion of this transaction, the aforesaid entity became wholly owned
subsidiary of the Company. The transaction was for a consideration of Rs. 3,500.00 million (Rs. 3,250.00 million upfront and balance in two half yearly tranches
of Rs. 125.00 million each on 04 October 2021 and 04 April 2022) towards acquisition of 50% stake in DDRC Agilus Pathlabs Limited. The transaction was
accounted as business combination and based on purchase price allocation performed, a goodwill of Rs. 4,138.07 million was recorded.

The following table summarizes the recognised amount of assets acquired and liabilities assumed at the date of acquisition in relation to acquisition of balance
50% stake in DDRC Agilus Pathlabs Limited :

Particulars Fair Value

Property, plant and equipment 442.54
Right-of-use assets 59.73
Softwares 7.32
Other non-current financial assets 136.87
Deferred tax assets (net) 30.89
Other non-current assets 25.11
Inventory 79.16
Trade and other receivables 79.86
Cash and cash equivalents 137.15
Current tax assets 17.72
Other assets 7.58
Lease liability (65.10)
Provision for employee benefits (56.32)
Trade payables (70.43)
Other financial liabilities (16.47)
Other liabilities (73.74)
Customer relationships 573.31
Non compete 74.62
Trademarks 2,150.00
Deferred tax liability (704.18)
Net assets acquired 2,835.62

With effect from 5 April 2021 (date of acquisition), DDRC has contributed Rs. 3,130.17 million and Rs. 737.35 million to the Group's restated total revenue and
restated profit before tax respectively for the year ended 31 March 2022.

The management estimates that if the acquisition had occurred on 01 April 2021, restated consolidated revenue and restated consolidated profit before tax and
other comprehensive income for the year ended 31 March 2022 would have been Rs. 16,083.58 million, Rs. 6,373.46 million and Rs. 0.64 million respectively.

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Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

Measurement of fair values

The valuation techniques for measurement of fair value is as follows :

Property, plant and equipment

Cost approach has been adopted to estimate the fair value of leasehold improvement, plant and machinery, air conditioners, medical equipments whereas for
rest of the asset classes, the Group has considered their respective Net Book Values.

Trade receivables
Fair value of the acquired trade and other receivables at the date of acquisition is Rs. 79.86 million. This represents the gross contractual amounts due and there
are no amounts that are expected to be uncollectable at the date of acquisition.

Customer relationships
The intangible asset related to customer relationships has been valued using Multi Period Excess Earnings Method ("MEEM"). Customer relationships are
assumed to have a remaining useful life till FY 2036.

Non compete
The intangible asset related to non-compete has been valued using with or without method, which is form of the income approach. Non compete is having useful
life of 3 years.

Trademarks
"DDRC" registered trademark has been valued using differential pricing method of the income approach. The Trademark has been valued at Rs. 2,150.00 million
with an indefinite life. DDRC is a well-established and reputable brand registered since 2005. Given the historical life and the widespread network in the state of
Kerala, management expects the Trademark to have an indefinite useful life. There are no known legal or contractual provisions that would limit the life of the
brand and it is protected by trademarks that can be renewed indefinitely.

Goodwill
Goodwill arising from acquisition has been determined as follows:

Particulars Amount
Cash consideration (for acquisition of 50% stake) 3,250.00
Deferred consideration (Rs. 250.00 million payable in two instalments) - for acquisition of 50% stake 236.84
Fair value of previously held equity interest 3,486.84
Total consideration (A) 6,973.68
Less: Fair value of net identifiable assets - (B) 2,835.62
Goodwill (A)-(B) 4,138.06

The goodwill is attributable mainly to the synergies expected to be achieved by integrating the entity into the Group’s existing diagnostic business. The goodwill
recognised is not expected to be deductible for income tax purposes.

Step Acquisition
As per Ind AS 103, in a business combination achieved in stages, the acquirer shall remeasure its previously held equity interest in the acquiree at its acquisition-
date fair value and recognise the resulting gain or loss, if any, in profit or loss. As Agilus Diagnostics Limited through its 100% subsidiary, Agilus Pathlabs Private
Limited (Formerly known as SRL Diagnostics Private Limited), was holding 50% equity interest in DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL
Diagnostics Limited) prior to the acquisition, the same has been remeasured at fair value at the acquisition date. The remeasured value is calculated as below :

Particulars Amount
Fair value of 50% equity stake in DDRC Agilus Pathlabs Limited 3,486.84
Less: Carrying value of investment in DDRC Agilus Pathlabs Limited (refer note 53) 425.41
Gain on remeasurement of previously held equity interest 3,061.43

This Gain on remeasurement of previously held equity interest of Rs. 3,061.43 million has been recognised as exceptional gain for the year ended 31 March
2022.
The Group incurred acquisition-related costs of Rs. 9.58 million on legal fees and due diligence costs. These costs have been included in ‘legal and professional’
under ‘other expenses’. (refer note 36)

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Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

50 (B) Business combination

During the year ended March 2023, effective from July 1, 2022, the Company acquired R K Diagnostic, the whole pathology business vertical. The
transaction was for a purchase consideration of Rs. 112.50 million. The amount shall be payable in three tranches Rs 28.13 million payable on Effective
Date, Rs 56.25 million payable on or before Closing date and Rs 28.13 million payable within 120 days from Closing Date. The transaction is accounted
as business combination and based on purchase price allocation performed, a goodwill of Rs. 96.41 million has been recorded.

The following table summarizes the recognised amount of assets acquired:

Particulars Fair Value

Trademark and non compete fees 10.11
Right of Use assets 2.86
Deferred tax asset 0.72
Property, plant and equipment 5.98
Lease liability (2.86)
Deferred tax liability (0.72)
Net assets acquired 16.09

Goodwill
Goodwill arising from acquisition has been determined as follows:

Particulars Amount
Purchase consideration 112.50
Fair value of net identifiable assets 16.09
Goodwill 96.41

Property, plant and equipment

Cost approach has been adopted to estimate the fair value of Property, plant and equipment.
Non compete
The intangible asset related to non-compete has been valued using with or without method, which is form of the income approach. Non compete is
having useful life of 10 years.
The Goodwill is attributable mainly to the synergies expected to be achieved by integrating the acquired business into the Group's existing diagnostic
business.
Statutory financial statements of the acquiree are not available for the period prior to acqusition hence it is impracticable to disclose revenue and profit
or loss of the acquiree for the year ended 31 March 2023 as if the acquisition date for the business combination had been as of 1 April 2022.
Contribution of the above business on revenue and profit for the year ended 31 March 2023 is also not available since the books of accounts are not
separately maintained. None of the goodwill recognised is deductible for income tax purposes.

50 (C) During the year ended 31 March 2023, effective from January 15, 2023, the Company acquired Dr Ponkshe Path Lab (Including care diagnostics),
located at Ramdaspeth Nagpur, Maharashtra. The transaction was for a purchase consideration of Rs. 109.10 million. The amount is payable in two
tranches. First tranche of Rs. 54.55 million has been paid during the year ended 31 March 2023 and the second tranche of Rs 54.55 million is payable
within 60 days from the expiry of the one year period on achievement of net revenue target. The transaction is accounted as a business combination
and based on purchase price allocation performed, a goodwill of Rs. 81.40 million has been recorded.

The following table summarizes the recognised amount of assets acquired:

Particulars Fair Value

Trademark and non compete fees 22.30
Softwares 0.14
Right of use assets 14.24
Deferred tax asset 3.58
Property, plant and equipment 5.26
Lease liability (14.24)
Deferred tax liability (3.58)
Net assets acquired 27.70

Goodwill
Goodwill arising from acquisition has been determined as follows:

Particulars Amount
Purchase consideration (Including contingent consideration of Rs. 54.55 million) 109.10
Fair value of net identifiable assets 27.70
Goodwill 81.40

Property, plant and equipment

Cost approach has been adopted to estimate the fair value of Property, plant and equipment.
Non compete
The intangible asset related to non-compete has been valued using with or without method, which is form of the income approach. Non compete is
having useful life of 9 years.
The Goodwill is attributable mainly to the synergies expected to be achieved by integrating the acquired business into the Group's existing diagnostic
business.
Statutory financial statements of the acquiree are not available for the period prior to acqusition hence it is impracticable to disclose revenue and profit
or loss of the acquiree for the year ended 31 March 2023 as if the acquisition date for the business combination had been as of 1 April 2022.
Contribution of the above business on revenue and profit for the year ended 31 March 2023 is also not available since the books of accounts are not
separately maintained. None of the goodwill recognised is deductible for income tax purposes.

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Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

50 (D) During the year ended March 2021, the Company entered into a business purchase agreement to acquire a lab owned by Dr. S P Singh located at Patiala
for a purchase consideration of Rs. 14.55 million.

The following table summarizes the recognised amount of assets acquired:

Particulars Fair Value

Trademark 4.05
Laboratory Equipments 0.75
Office Equipments 0.12
Air Conditioners 0.03
Furnitures & Fittings 0.05
Computers and accessories 0.03
Net assets acquired 5.03

Goodwill
Goodwill arising from acquisition has been determined as follows:

Particulars Amount
Purchase consideration* 14.55
Fair value of net identifiable assets 5.03
Goodwill 9.52

* Purchase consideration includes Rs. 10.50 million for assets purchase and Rs. 4.05 million for Non-compete fees classified as Trademark.

Purchase consideration includes deferred consideration of Rs. 7.55 million payable over a period of 27 months from the date of acquisition (i.e. 1 April
2020)

The Goodwill is attributable mainly to the synergies expected to be achieved by integrating the entities into the Group's existing diagnostic business.
Considering the expected synergies in operation, it is impracticable to disclose revenue / profit or loss for the acquired lab separately. None of the
goodwill recognised is deductible for income tax purposes.

301
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

51. Interest in a joint venture

Share of profit of joint ventures

Year ended Year ended Year ended
31 March 2023 31 March 2022 31 March 2021

Share of profit of Agilus Diagnostics Nepal Private Limited (Formerly known as SRL 0.10 3.07 1.77
Diagnostics (Nepal) Private Limited) [refer note 52]

Share of profit of DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL Diagnostics - 5.96 433.93
Limited) [refer note 53]
0.10 9.03 435.70

52. Investment in joint venture [Agilus Diagnostics Nepal Private Limited (Formerly known as SRL Diagnostics (Nepal) Private Limited)]

Agilus Diagnostics Limited entered into a Joint Venture agreement with Life Care Services Private Limited Nepal, to carry on the business of operating pathology labs and
diagnostics centers in Nepal and for this purpose, has incorporated Agilus Diagnostics Nepal Private Limited with 50% interest in assets, liabilities, expenses and income.
Agilus Diagnostics Limited invested Rs. 15.00 million in Agilus Diagnostics Nepal Private Limited.
Summarised financial information in respect of the Company's joint venture is set out below. The summarised financial information below represents amounts shown in the
joint venure's financial statements prepared in accordance with Ind ASs adjusted by the Group for equity accounting purposes.

As at As at As at
31 March 2023 31 March 2022 31 March 2021

Current assets 84.61 60.25 68.80

Non-current assets 22.48 27.56 12.06
Current liabilities 40.90 21.78 20.53
Non-current liabilities 2.19 2.22 2.65
Net assets 64.00 63.81 57.68

The above amounts of assets and liabilities include the following:

Cash and cash equivalents 20.74 14.50 38.17

Current financial liabilities (excluding trade payables and provisions) 0.63 0.42 0.36
Non-current financial liabilities (excluding trade payables and provisions) 0.36 0.39 0.45

Year ended Year ended Year ended

31 March 2023 31 March 2022 31 March 2021

Revenue 76.44 80.56 56.21

Profit for the year 0.19 6.13 3.53
Total comprehensive income for the year 0.19 6.13 3.53

Proportion of group ownership interest in joint venture 50% 50% 50%

Group's net share of result of joint venture 0.10 3.07 1.77

The above profit for the year includes the following:

Depreciation and amortisation 4.06 4.34 2.28
Other income 2.99 1.00 1.79
Interest expense - - 0.10
Income tax expense (including deferred tax assets) 6.06 2.36 0.87

Reconciliation of the above summarised financial information to the carrying amount of interest in the joint venture recognised in restated consolidated financial
information:

As at As at As at
31 March 2023 31 March 2022 31 March 2021

Net assets of joint venture 64.00 63.81 57.68

Proportion of Group's ownership interest in joint venture 50% 50% 50%
Carrying amount of Group's interest in the joint venture 32.00 31.90 28.84

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Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

53. Investment in joint venture [DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL Diagnostics Limited)]

During the year ended 31 March 2022, the Group has acquired 50% equity stake equivalent to 2,50,000 equity shares in DDRC Agilus Pathlabs Limited ("DDRC"),
for a cash consideration of Rs. 3,500 million. The said transaction was consummated on 05 April 2021. Post this acquisition, DDRC has become a wholly owned
subsidiary of Agilus Diagnostics Limited.

Summarised financial information in respect of the joint venture is set out below. The summarised financial information below represents amounts shown in the
joint venure's financial statements as on 04 April 2021 prepared in accordance with Ind ASs adjusted by the Group for equity accounting purposes.

As at As at
04 April 2021 31 March 2021

Current assets 322.32 473.61

Non-current assets 720.73 721.80
Goodwill arising on acquisition of joint venture 89.84 89.84
Current liabilities 176.87 125.55
Non-current liabilities 105.19 99.88
Net assets 850.83 1,059.82

The above amounts of assets and liabilities include the following:

Cash and cash equivalents 137.15 285.75

Current financial liabilities (excluding trade payables and provisions) 19.93 19.93
Non-current financial liabilities (excluding trade payables and provisions) 48.86 49.06

1 April to Year ended

4 April 2021 31 March 2021

Revenue 34.47 3,017.42

Profit 11.93 867.86
Proportion of group ownership interest in joint venture 50% 50%

Share in profit of joint venture 5.96 433.93

Less:- Dividends received from the joint venture (110.46) (280.00)
Group's net share of profit/ (loss) of joint venture (A) (104.50) 153.93

Share in other comprehensive income of joint venture

(a) Remeasurements of the defined benefit plans of joint ventures - 0.81
(b) Income tax on remeasurements of the defined benefit plans of joint ventures - (0.20)
Group's share in other comprehensive income of joint venture (B) - 0.61

Group's total share of result of joint venture (A+B) (104.50) 154.54

The above profit for the year includes the following:

Depreciation and amortisation 1.20 118.20
Other income 0.01 8.55
Finance costs 0.07 15.09
Income tax expense (including deferred tax) 3.96 286.45

Reconciliation of the above summarised financial information to the carrying amount of interest in the joint venture recognised in restated consolidated financial
information:
As at As at
04 April 2021 31 March 2021

Net assets of joint venture 850.83 1,059.82

Proportion of company's ownership interest in joint venture 50% 50%
Carrying amount of company's interest in the joint venture 425.41 529.91

Contingent liabilities:

Claims against the Joint venture, not acknowledged as debt (Group's share of liabilities):
a. Disputed income tax demands 42.71 42.71
b. Disputed VAT demands 0.15 0.15
c. Payment of bonus as per the payment of bonus (amendment) Act, 2015 1.55 1.55
d. (stayed by Honourable high court of Kerala
Others 1.02 1.02

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Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

54. Disclosure of additional information as required by Schedule III:

(a) As at and for the year ended 31 March 2023

Name of the entity in the Group Net Assets, i.e., total assets minus Share in profit or loss Share in other comprehensive income Share in total comprehensive
total liabilities income
As % of restated Amount As % of restated Amount As % of restated Amount As % of restated Amount
consolidated net consolidated consolidated other total
assets profit or loss comprehensive income comprehensive
income
Parent

Agilus Diagnostics Limited 70.62% 13,739.92 69.38% 809.21 808.85% 3.11 69.62% 812.32

Subsidiaries (Group’s share)

Indian
Agilus Pathlabs Private Limited (Formerly known as SRL 9.11% 1,772.10 32.71% 381.49 830.21% 3.20 32.97% 384.69
Diagnostics Private Limited)

Agilus Pathlabs Reach Limited (Formerly known as SRL Reach 0.02% 2.95 0.83% 9.63 19.27% 0.07 0.83% 9.70
Limited)
DDRC Agilus Pathlabs Limited (Formerly known as DDRC SRL 8.09% 1,573.62 41.12% 479.61 236.46% 0.91 41.18% 480.52
Diagnostics Limited)

Foreign
Agilus Diagnostics FZ LLC (Formerly known as SRL -0.63% (123.10) -3.60% (41.98) -1794.79% (6.90) -4.19% (48.88)
Diagnostics FZ LLC)

Joint Venture (Investment as per the equity method)

Foreign
Agilus Diagnostics Nepal Private Limited (Formerly known as 0.16% 32.00 0.01% 0.10 - - 0.01% 0.10
SRL Diagnostics (Nepal) Private Limited)

Consolidation adjustments 12.63% 2,458.28 -40.45% (471.70) - - -40.42% (471.70)

Total 100.00% 19,455.77 100.00% 1,166.36 100.00% 0.39 100.00% 1,166.75

(i) The amounts given here in respect of joint venture are the share of the Group in the net assets, Profit and Loss of the respective joint venture.

304
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

54. Disclosure of additional information as required by Schedule III:

(b) As at and for the year ended 31 March 2022

Name of the entity in the Group Net Assets, i.e., total assets minus Share in profit or loss Share in other comprehensive income Share in total comprehensive income
total liabilities
As % of restated Amount As % of restated Amount As % of restated Amount As % of restated Amount
consolidated net consolidated consolidated other total
assets profit or loss comprehensive income comprehensive
income
Parent

Agilus Diagnostics Limited 71.27% 13,300.13 28.41% 1,575.66 902.82% 5.77 28.50% 1,581.43

Subsidiaries (Group’s share)

Indian
Agilus Pathlabs Private Limited (Formerly known as SRL 5.95% 1,110.62 8.51% 472.11 543.82% 3.47 8.57% 475.58
Diagnostics Private Limited)

Agilus Pathlabs Reach Limited (Formerly known as SRL -0.04% (6.75) 0.00% 0.15 -15.96% (0.10) 0.00% 0.05
Reach Limited)

DDRC Agilus Pathlabs Limited (Formerly known as DDRC 7.85% 1,465.62 13.29% 737.35 -366.67% (2.34) 13.25% 735.01
SRL Diagnostics Limited)

Foreign
Agilus Diagnostics FZ LLC (Formerly known as SRL -0.39% (74.23) 2.24% 124.35 -964.01% (6.16) 2.13% 118.19
Diagnostics FZ LLC)

Joint Ventures (Investments as per the equity

method)

Indian
DDRC Agilus Pathlabs Limited (Formerly known as DDRC - - 0.11% 5.96 - - 0.11% 5.96
SRL Diagnostics Limited) (upto 04 April 2021)

Foreign
Agilus Diagnostics Nepal Private Limited (Formerly known 0.17% 31.90 0.06% 3.07 - - 0.06% 3.07
as SRL Diagnostics (Nepal) Private Limited)

Consolidation adjustments 15.19% 2,834.25 47.38% 2,628.43 - - 47.38% 2,628.43

Total 100.00% 18,661.54 100.00% 5,547.08 100.00% 0.64 100.00% 5,547.72

(i) The amounts given here in respect of joint ventures are the share of the Group in the net assets, Profit and Loss of the respective joint venture.

305
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

54. Disclosure of additional information as required by Schedule III:

(c) As at and for the year ended 31 March 2021

Name of the entity in the Group Net Assets, i.e., total assets minus Share in profit or loss Share in other comprehensive income Share in total comprehensive income
total liabilities

As % of restated Amount As % of restated Amount As % of restated Amount As % of restated Amount

consolidated net consolidated consolidated other total
assets profit or loss comprehensive income comprehensive
income
Parent

Agilus Diagnostics Limited 89.36% 11,718.69 70.43% 924.42 -133.21% (7.32) 69.59% 917.10

Subsidiaries (Group’s share)

Indian
Agilus Pathlabs Private Limited (Formerly known as SRL 7.82% 1,025.51 33.25% 436.36 126.17% 33.64% 443.29
Diagnostics Private Limited) 6.93

Agilus Pathlabs Reach Limited (Formerly known as SRL -0.05% (6.81) -1.58% (20.71) 2.04% -1.56% (20.60)
Reach Limited) 0.11

Foreign
Agilus Diagnostics FZ LLC (Formerly known as SRL -1.47% (192.42) -11.66% (153.03) 94.00% -11.22% (147.87)
Diagnostics FZ LLC) 5.16

Joint Ventures (Investments as per the equity

method)

Indian
DDRC Agilus Pathlabs Limited (Formerly known as DDRC 4.04% 529.91 33.06% 433.93 11.00% 32.97% 434.54
0.61
SRL Diagnostics Limited)

Foreign
Agilus Diagnostics Nepal Private Limited (Formerly known 0.22% 28.84 0.13% 1.77 - - 0.13% 1.77
as SRL Diagnostics (Nepal) Private Limited)

Consolidation adjustments 0.08% 10.10 -23.64% (310.29) - - -23.55% (310.29)

Total 100.00% 13,113.82 100.00% 1,312.45 100.00% 5.49 100.00% 1,317.94

(i) The amounts given here in respect of joint ventures are the share of the Group in the net assets, Profit and Loss of the respective joint venture.

306
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

55. Additional notes

(i) The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

(ii) The Group do not have any transactions with companies struck off under section 248 of the Companies Act, 2013.
(iii) The Group do not have any charges or satisfaction which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.
(iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the
understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries)
or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(vi) The Group has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether
recorded in writing or otherwise) that the Group shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate
Beneficiaries) or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(vii) The Group has not entered any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during
the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.)

(viii) The Group has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under
Companies Act, 2013) either severally or jointly with any other person that are repayable on demand or without specifying any terms or period of repayment
except loan given by Agilus Diagnostics Limited ("holding company") to Agilus Pathlabs Private Limited (Formerly known as SRL Diagnostics Private Limited)
("wholly owned subsidiary") amounting to Rs. 770.00 million which is repayable on demand. As the loan is granted within the Group, the same has been
eliminated on consolidation in these Restated Consolidated Financial Information.

(ix) The Group has used the borrowings from banks and financial institutions for the specific purpose for which it was taken.

(x) The Group has not revalued its property, plant and equipment (including right- of-use assets) or intangible assets or both during the current or previous
years.
(xi) None of the entities in the Group have been declared wilful defaulter by any bank or financial institution or government or any government authority.

(xii) The Group has complied with the number of layers prescribed under the Companies Act, 2013.
(xiii) The Group has not entered into any scheme of arrangement which has an accounting impact on current or previous financial years.

55 (A) The Board of Directors, at its meeting on 18 May 2023, recommended a dividend at the rate of Rs. 2.98 per equity share on 78.43 million shares having face
value of Rs. 10 each (fully paid up) for the financial year ended March 31, 2023. Further shareholders have approved the dividend in the Annual General
Meeting (AGM) dated 31 July 2023. This has resulted in a net cash outflow of Rs. 233.71 million.

For the year ended 31 March 2022, the Company paid a dividend of Rs. 4.75 per equity share on 78.43 million shares having face value of Rs. 10 each (fully
paid up). This resulted in a cash outflow of Rs. 372.52 million (including tax deducted at source of Rs. 32.99 million)

55 (B) During the year ended 31 March 2023, the Group has entered in to business transfer agreement (BTA) for purchase of certain standalone labs at a
consideration of Rs. 490 millons. As at 31 March 2023, the acquisition of these labs is dependent on completion of pre-defined closing conditions (to be
completed by seller) as mentioned in the Business Transfer Agreements. Subsequent to the year end, the said conditions have been met and the acquisitions
have been completed by transfer of agreed purchase consideration.

55 (C) The Company has filed statement of trade receivable, creditors and inventory with banks during the year ended 31 March 2023. The summary of differences
between books of accounts and statement filed on respective quarter end are:

Amount as
Particulars of the Amount as per reported in the
Quarter Name of bank Variance
securities provided books of account quarterly return/
statement

Inventory 388.66 350.40 38.26

Jun-22
Creditors 353.74 351.40 2.34
Axis Bank Limited, Kotak
Inventory 380.28 336.40 43.88
Sep-22 Mahindra Bank Limited,
Creditors 531.77 527.20 4.57
DBS Bank India Limited,
Dec-22 Inventory 416.87 371.60 45.27
HDFC Bank Limited
Inventory 443.48 394.40 49.08
Mar-23
Creditors 434.42 430.70 3.72

The reason for variances in the statements submitted to banks as mentioned above is primarily due to certain period end book closure adjustments recorded
post filing of the statements with banks.

307
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

55 (D) Following figures of year ended 31 March 2021 have been reclassed, pursuant to amendments in Schedule III of the Companies Act 2013 effective from 01
April 2021:

Particulars Classification as per financial statements Classification as per Restated Amount

for the year ended 31 March 2021 Consolidated financial information

Security deposits (Non current) Loans (Non current) Other financial assets (Non current) 96.03
Security deposits (Current) Loans (Current) Other financial assets (Current) 41.66
Borrowings (Current) Other financial liabilities Current borrowings 2.83

55 (E) During the year ended 31 March 2023, the Group has revised the presentation of certain notes to the Restated Consolidated Financial information for better
presentation. Hence, comparative amounts for the year ended 31 March 2022 and March 2021 have been reclassified for consistency.

As at 31 March 2022

As earlier Revised Change due to

Particulars
reported classification classfication
Interest accrued on fixed deposits

Current Assets
Cash and cash equivalents 1,034.46 1,035.78 1.32
Bank balances other than cash and cash equivalents 2,568.71 2,586.44 17.74
Other financial assets - Current 132.68 113.52 (19.16)

Non - Current Assets

Other financial assets - Non current 244.92 245.03 0.11

Tax Liability

Non - Current Assets

Other tax assets (net) 491.03 495.65 (4.62)

Current Liabilities
Current tax liabilities (net) - 4.62 4.62

As at 31 March 2021

As earlier Revised Change due to

Particulars
reported classification classfication
Interest accrued

Current Assets
Cash and cash equivalents 2,263.30 2,266.16 2.86
Bank balances other than cash and cash equivalents 1,326.80 1,336.43 9.63
Other financial assets - Current 86.44 47.25 (39.19)
Loans - Current 1,071.70 1,098.30 26.60

Non - Current Assets

Other financial assets - Non current 98.70 98.80 0.10

Non - Current Liabilities

Other non - current liabilities 0.73 - (0.73)

Current Liabilities
Other Financial Liabilities* 387.21 385.10 (2.11)

* includes the impact of reclassification of current maturity of non-current borrowings of Rs. 2.83 million as per schedule III. Refer note 55 (D).

308
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

56. Investigation initiated by the erstwhile Audit and Risk Management Committee (ARMC) of Fortis Healthcare Limited ("Parent Company" or “FHL”)

(a) As disclosed in the financial statements for the years ended March 31, 2018, March 31, 2019 and March 31, 2020, during the year ended March 31 2018, there were reports in the
media and enquiries from, inter alia, the stock exchanges received by the Parent Company about certain inter- corporate loans given by a wholly owned subsidiary of the Parent
Company. The erstwhile Audit and Risk Management Committee of the Parent Company decided to carry out an independent investigation through an external legal firm on this
matter. The terms of reference of the investigation, inter alia, comprised: (i) ICDs amounting to a total of Rupees 4,941.4 million (principal), placed by the Parent Company’s wholly-
owned subsidiary, FHsL, with three borrowing companies as on July 1, 2017; (ii) the assignment of these Inter-corporate deposits ('ICDs') to a third party and the subsequent
cancellation thereof as well as evaluation of legal notice (now a civil suit) received from such third party ; (iii) review of intra-group transactions for the period commencing FY 2014-
15 and ending on December 31, 2017; (iv) investments made in certain overseas funds by the overseas subsidiaries of the Parent Company (i.e. Fortis Asia Healthcare Pte. Ltd,
Singapore and Fortis Global Healthcare (Mauritius) Limited) ; (v) certain other transactions involving acquisition of Fortis Healthstaff Limited (“Fortis Healthstaff”) from an erstwhile
promoter group company of Parent Company, and subsequent repayment of loan by said subsidiary to the erstwhile promoter group company of Parent Company. The investigation
report of which was submitted to the re-constituted Board of Parent Company in June 2018.

The investigation noted certain significant findings in relation to past transactions concerning FHL and its subsidiaries with companies whose current and/ or past promoters/ directors
were known to/ connected with the erstwhile promoters of the Parent Company. All such identified transactions were provided for by the Parent Company and its respective
subsidiaries in the financial statements for the year ended March 31 2018.

The investigation was subject to the limitations on the information available to the external legal firm and their qualifications and disclaimers as described in their investigation report.
It did not cover all related party transactions during the period under investigation. It was observed in internal correspondence within the Parent Company that transactions with
certain other entities have been referred to as related party transactions. However, no further conclusions could be drawn in this regard.

(b) Related party relationships as required under Ind AS 24 – Related Party Disclosures and the Companies Act, 2013 were as identified by the Management taking into account the
findings and limitations in the Investigation Report and the information available with the Management. In this regard, in the absence of specific declarations from the erstwhile
directors on their compliance with disclosures of related parties, especially considering the substance of the relationship rather than the legal form, the related parties were identified
based on the declarations by the erstwhile directors and the information available through the known shareholding pattern in the entities up to March 31, 2018. Therefore, the
possibility could not have been ruled out that there may have been additional related parties whose relationship may not have been disclosed and, hence, not known to the
Management. While such references could not be fully analyzed during the initial investigation, the nature of these references raised certain concerns.

In order to overcome the above, the Parent Company’s Board of Directors initiated additional procedures/ enquiries of certain entities in the Fortis Group that were impacted in
respect of the matters investigated by the external legal firm. Pending the additional procedures/enquiries (“Additional Procedures/ Enquiries”) and since the investigation was
subject to the limitations on the information available to the external legal firm and their qualifications and disclaimers as described in their investigation report, as disclosed in the
audited financial statements for the years ended March 31, 2018, March 31, 2019 and March 31, 2020; certain audit qualifications were made in respect of Parent Company and its
Subsidiaries [including Agilus Diagnostics Limited's ('Agilus diagnostics' or ‘Company’)] financial statements for those financial years, as the statutory auditors were unable to
comment on the nature of those matters, the provisions established thereof, or any further potential impact on the financial statements.

In order to resolve the same, the Board of the Parent Company mandated the management to undertake review of certain areas in relation to historical transactions for the period
April 1, 2014 to September 30, 2018 involving additional matters by engaging independent experts with specialized forensic skills to assist with the Additional Procedures/Enquiries
and provide inputs and expert advice in connection therewith. The independent experts submitted their report which was discussed and considered by the Board of the Parent
Company in its meeting held on September 16, 2020.

The Board of Company and its subsidiaries noted that the Additional Procedures/Enquiries had not revealed any further instances of improper transactions which had not been
expensed or provided in earlier years.

In connection with the potentially improper transactions, the Parent Company has undertaken a detailed review to assess it’s legal rights and has initiated necessary action.

(c) Key findings during the investigation by the external legal firm and during the Additional Procedures/Enquiries by independent experts
In July 2017 a Memorandum of Understanding (MoU) was entered between Agilus Diagnostics Limited ('Agilus Diagnostics' or ‘Company’) and a body corporate (Dignity) for lease of
a office space, which were amended on different dates. The Company had paid Rs. 46.00 million towards security deposit and fit-outs/ interior decoration to the body corporate,
which was refundable on either expiry of the term of the MoU or its earlier termination. In addition, the Company has incurred Rs. 31.52 million on the said proposed office space as
capital expenditure/ advance paid, to other third party vendors. The validity of MoU was extended until 31 March, 2018.

The MoU was not extended further and the Company asked the Body Corporate to refund the amounts, due as per the MoU. The party had provided the Company with two post-
dated cheques for Rs. 46.00 million which were banked on 13 June, 2018 by the Company, but were returned from the bank with the comment “refer to drawer”. As the amounts
were not received, the Company had served legal notice on 3 July 2018 under Section 138 of the Negotiable Instrument Act against the body corporate. Complaint under Negotiable
Instruments Act, 1881 had been filed against Dignity, its Directors and authorized signatories” (Dignity officers) before Metropolitan Magistrate Court, Mumbai ("Hon’ble Court") in
August 2018. The matter is currently pending with Hon’ble Court for further proceeding. The company has also initiated arbitration proceeding against the body corporate for
recovery of Rs. 46.00 million paid towards security deposit and Rs. 30.49 million incurred pertaining to the office space. Vide order dated February 20, 2019 Hon'ble Delhi High Court
appointed an arbitrator before whom company has filed its claim. Further, the Company had filed their respective claims before Interim Resolution Professional (IRP), appointed by
NCLT in a matter filed by one of creditors of body corporate. IRP is currently adjudicating the claims of various creditors of the body corporate including that of the Company.

In view of the facts stated above and the uncertainty in the ultimate recovery of the aforesaid balances, the Company had recorded provisions aggregating to Rs. 77.52 million
(Capital advances Rs 30.21 million, Security deposits of Rs. 20.00 million, Capital work in progress of Rs. 27.31 million) in these Restated Consolidated Financial information.

SFIO has sought information in respect of this transaction from Parent Company and the same has been duly provided by the Parent Company. Further, a complaint has been filed by
the Parent Company and Fortis Hospitals Limited (FHsL) with the EOW in November 2020 against it’s ex-promoters and their related entities for certain other matters, in which a
reference has been made to such SIFO enquiries as well as to the Company's responses thereto and EOW is investigating the matter. A First Information Report (FIR) was registered
by EOW in July 2021 against the above complaint.

Based on investigation carried by the external legal firm and the additional procedures/enquiries by independent experts, all identified/required adjustments /provisions/disclosures
have been made in the financial statements of the Company. The Parent Company has also submitted findings of the Investigation Report of the external legal firm and the additional
procedures/ enquiries by independent experts to the relevant regulatory authorities. Further, on relevant aspects, the Parent Company and FHsL have also filed a complaint with the
EOW against the erstwhile promoters/ erstwhile promoter group companies and EOW is investigating the matter. Recovery /claim proceedings have also been initiated in the matters
where action was recommended by the legal counsels. A First Information Report (FIR) was registered by EOW in July 2021 against the above complaint.

309
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

Therefore, with this conclusion, the initial investigation initiated by the erstwhile ARMC, which was subject to the limitations on the information available to the external legal firm and
their qualifications and disclaimers has been addressed through the additional procedures/enquiries by independent experts. In addition, the reconstituted Board of the Parent
Company had initiated specific improvement projects to strengthen the process and control environment. The projects included revision of authority levels, both operational and
financial and oversight of the Board, review of Financial Reporting processes, assessment of secretarial documentation w.r.t compliance with regulatory requirements and systems
design & control enhancement for which the assessment work was done and corrective action plans were implemented.

Accordingly, the Board of the Parent Company had taken necessary actions in consultation with the legal counsels in this regard. The investigations in so far as these issues involving
the erstwhile promoters/ erstwhile promoter group companies is concerned are still pending with the regulatory authorities. The management of the Company also believes that if
any action is initiated by regulatory authorities against the Company, the same should not have a significant material impact on the Company as all items which may have financial
impact have already been provided for in earlier years. The Company would fully co-operate with the regulatory authorities in this regard.

57. Matters in relation to Regulatory Authorities

(a) During financial year 2017-18, the Parent Company received a communication from the Securities and Exchange Board of India (SEBI), stating that an investigation has been
instituted by it in the matter of the Parent Company. In the said investigation, SEBI requisitioned from the Parent Company certain information and documents relating to short term
investments of approximately Rs. 4,730 million given by a wholly owned subsidiary of the Parent Company, Fortis Hospitals Limited (“FHsL”), which had been reported in media.
Subsequently, a Show-Cause Notice (SCN -1) was issued by SEBI to various entities including the Parent Company, FHsL on November 20, 2020 with certain allegations. In
response, a joint representation/reply was filed by the Parent Company and FHsL on December 28, 2020 praying for quashing of the SCN on various grounds.

In the joint representation/reply, the Parent Company and FHsL have submitted that they were in fact the victims of the wrongdoings of the Erstwhile Promoters (Malvinder Mohan
Singh and Shivinder Mohan Singh) of the Parent Company and that victims ought not to be punished for the acts and offences of the wrongdoers. Further, the Parent Company and
FHsL have submitted that the Erstwhile Promoters controlled the affairs of the Parent Company and FHsL at the time when the acts forming the subject matter of the SCN happened.
The Erstwhile Promoters are no longer associated with the Parent Company and a new promoter (i.e. NTK Venture Pte. Ltd.) has assumed control of the Parent Company with the
approval of the Competition Commission of India and SEBI (which has approved the open offer process triggered by the change in control). Further, various legal actions have been
initiated against the Erstwhile Promoters and several steps have been taken in order to recover the diverted amounts. As such, any adverse orders against the Parent Company and
FHsL would harm their existing shareholders, employees and creditors. Oral submissions in response to the SCN were made before the SEBI, Whole Time Member on January 20,
2021, and a written synopsis of the same was filed.

On April 09, 2021, SEBI issued another Show cause notice (SCN-2) to various parties including Escorts Heart Institute and Research Centre Limited, a subsidiary of the Parent
Company. In the said show cause notice, with respect to EHIRCL, it has been alleged that Rs. 5,670 million was lent by the Parent Company to EHIRCL in 2011, which was
subsequently transferred by EHIRCL to Lowe Infra and Wellness Private Limited (“Lowe”) in multiple transactions for the purchase of a land parcel. This land parcel, which was
alleged to be indirectly acquired by the Parent Company through its subsidiary EHIRCL and another entity Lowe, was then transferred to RHC Holdings Private Limited (“RHC
Holdings”). It has been stated in the said Show cause notice that a structured rotation of funds was carried out to portray that the loan extended by the Parent Company for the
purchase of land had been paid back with interest in the year 2011. It is alleged that the Parent Company was actually paid back by RHC Holding over a period of four years ending
on July 31, 2015. In this respect, the Parent Company and FHsL funds were allegedly routed through various layers in order to camouflage the transactions, and to circumvent legal
provisions with respect to related party transactions.

SEBI has passed an order dated April 19, 2022 w.r.t SCN -1 and directed the Parent Company & FHsL to pursue the measures taken to recover the amount along with the interest
from Erstwhile Promoters & Audit Committee of Parent Company to regularly monitor the progress of such measures and report the same to Board of Directors at regular intervals.
In respect to SCN-2, SEBI passed an order dated May 18, 2022. Based on the aforesaid allegations and actions taken by the Parent Company against the Erstwhile Promoters and
related entities, SEBI has imposed a penalty of Rs 10 million, Rs 5 million and Rs. 10 million on Parent Company, FHsL and EHIRCL respectively. Parent Company, FHsL and EHIRCL
have filed an appeal against the order dated April 19, 2022 before Hon'ble Securities Appellate Tribual, Mumbai. Appeal is pending adjudication. No such notice has been received
from SEBI by Agilus Diagnostics Limited ('Agilus diagnostics' or ‘Company’) or its subsidiaries.

(b) During year ended March 31, 2018, the Registrar of Companies (ROC) under section 206(1) of the Companies Act, 2013, inter alia, had sought information in relation to the Parent
Company. All requisite information in this regard has been duly shared by the Parent Company with the ROC.

(c) The Serious Fraud Investigation Office (SFIO) of the Ministry of Corporate Affairs, under section 217(1)(a) of the Companies Act, 2013, inter alia, initiated an investigation and sought
information in relation to the Parent Company, its subsidiaries (including the Company), joint ventures and associates. The Parent Company and the Company has submitted
requisite information in this regard with SFIO, as requested from time to time. The outcome of the SFIO investigation cannot be ascertained as of now keeping in view the present
stage of investigation.

The Investigation Report of the external legal firm was submitted by the Parent Company to the SEBI, and SFIO on June 12, 2018. Further, the Parent Company has filed complaints
in the EOW against its ex- promoters and their related entities. A copy of the report of the additional procedures/ enquiries done by the independent expert have also been submitted
to SEBI and SFIO on November 10, 2020.

The Parent Company, it’s subsidiaries (including the company) are co-operating with the regulators in relation to the ongoing investigations to enable them to make their
determination on these matters and to undertake remedial action, as may be required, and to ensure compliance with applicable laws and regulations. As per the management and in
consultation with external legal counsel it is believed that the likelihood of additional impact, if any, is low and is not expected to be material.

310
Agilus Diagnostics Limited (formerly known as SRL Limited)
CIN U74899PB1995PLC045956
Annexure VII - Notes to the Restated Consolidated Financial Information (Continued)
(All amounts in Rupees millions, unless otherwise stated)

58. Claims assessed as contingent liability and not provided for, unless otherwise stated :
A party ("Assignee" or “Plaintiff”) has filed a Civil Suit before the District Court, Delhi in February 2018 against various group entities (together "the defendants") and have, inter alia,
claimed implied ownerships of brands "SRL" ["Fortis" and "La-Femme" of Fortis Healthcare Limited (the 'Parent company)] in addition to certain financial claims and for passing a
decree that consequent to a term sheet dated 6 December 2017 ("Term sheet") between the defendants and a third party, the defendants are liable for claims owed by the Plaintiff to
the Third Party. In connection with this, the District Court passed an ex-parte order directing that any transaction undertaken by defendants, in favour of any other party, affecting
the interest of the Plaintiff shall be subject to orders passed in the said suit. The above referred Third Party has sought to be substituted as a Plaintiff in the District Court
proceedings.

The Parent Company has filed written statement denying all allegations made against it and prayed for dismissal of the Civil Suit on various legal and factual grounds. The Parent
Company has in its written statement also stated that it has not signed the alleged Term Sheet with the Third Party. The matter is pending adjudication before District Court, Delhi.

In addition to the above, the Parent Company has also received four notices from the Claimant claiming (i) Rs. 180 million as per notices dated May 30, 2018 and June 1, 2018 (ii)
Rs. 2,158.2 million as per notice dated June 4, 2018; and (iii) Rs. 196.2 million as per notice dated June 4, 2018. All these notices have been responded to by the Parent Company
denying any liability whatsoever.

Separately, the Third Party has also alleged rights to invest in the Parent Company. It has also alleged failure on part of the Parent Company to abide by the aforementioned Term
Sheet and has claimed ownership over the brands as well.

Allegations made by the Third Party has been duly responded to by the Parent Company denying (i) execution of any binding agreement with the Party and (ii) liability of any kind
whatsoever. The matter is pending adjudication before District Court, Delhi. The Parent Company has also filed an application for perjury against the Third Party and certain other
persons before the Hon’ble High Court of Delhi which has issued notice to them. During the year ended March 31, 2022, signatories of Third Party to the Term Sheet have also filed a
duly affirmed affidavit before Delhi High Court stating that Term Sheet was neither signed on behalf of the Company before them nor did it ever come in force.

Daiichi Sankyo Company, Limited ('Daiichi') on 8 July 2020 had moved an application for restricting the Licensor from selling, alienating or creating any Third Party interest in the
Brand SRL by asserting that such actions would prejudice their right to execute the award. Further, there is a “freezing order” by the Delhi High Court on the Licensor of SRL brand.
Daiichi under this application also sought for valuation and sale of SRL brand. Agilus Diagnostics Limited has filed the reply/ objection to the said application and the application is
pending adjudication before Delhi High Court.

During the quarter ended September 30, 2020, an application was filed by the Parent Company before the Hon'ble Supreme Court of India, praying for permission to it and its
subsidiaries for changing their respective names, brands and logos; and for continued usage of the same if the said application was not disposed of prior to expiry of the term of the
Brand License Agreement to allow adequate time for smooth Brand transition without any disruption to business. In the month May 2021, the Brand license Agreement has expired.
The Hon'ble Supreme Court of India has disposed of the Petitions, and the Group is evaluating the path ahead in consultation with its legal advisors with regard to the brand
transition.

Based on advice of external legal counsel, the Management believes that the claims are without legal basis and are not tenable and accordingly no adjustment is required in these
Restated Consolidated Financial information with respect to these claims.

As per our examination report of even date attached

For B S R & Co. LLP For and on behalf of the Board of Directors of
Chartered Accountants Agilus Diagnostics Limited (formerly known as SRL Limited)
ICAI Firm's Registration No.:101248W/W-100022

Rahul Nayar Anand K Dr. Ashutosh Raghuvanshi

Partner Managing Director & Chief Executive Officer Director
Membership Number: 508605 DIN: 02427196 DIN: 02775637

Place: Gurugram Trapti Mangesh Shirodkar

Date : 25 September 2023 Company Secretary Chief Financial Officer

Place: Gurugram
Date : 25 September 2023

311
 OTHER FINANCIAL INFORMATION

Accounting ratios

The accounting ratios derived from Restated Consolidated Financial Information required to be disclosed under
the SEBI ICDR Regulations are set forth below:

As at and for the Fiscal ended

Particulars
March 31, 2021 March 31, 2022 March 31, 2023
Basic earnings per Equity Share (1) (in ₹) 16.74 70.73 14.87
Diluted earnings per Equity Share (2) (in ₹) 16.62 70.21 14.76
EBITDA (3) (in ₹ million) 2,442.04 7,323.95 2,626.26
Adjusted EBITDA (4) (in ₹ million) 2,442.04 4,262.52 2,626.26
Net Worth (5) (in ₹ million) 11,695.71 17,243.43 18,037.66
Return on net worth (6) (%) 14.71 53.69 10.65
Net Asset Value per Equity Share (7) (in ₹) 149.13 219.87 230.00
Return on Capital Employed (8) (%) 20.61 73.39 20.17

Notes:

1. Earnings per equity share (Basic) = Restated profit for the year attributable to owners of the Company / Weighted average number of
equity shares for the purpose of basic earnings per share.
2. Earnings per equity share (Diluted) = Restated profit for the year attributable to owners of the Company / The weighted average number
of equity shares for the purpose of diluted earnings per share
3. EBITDA is calculated as restated profit for the year plus tax expenses, finance costs, depreciation and amortization expense
4. Adjusted EBITDA is calculated as restated profit for the year plus tax expenses, finance costs, depreciation and amortization expense and
exceptional items.
5. 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 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, as per the audited balance sheet, but does not include reserves created
out of revaluation of assets, write-back of depreciation and amalgamation. Further, capital reserve have been excluded when computing net
worth since these were not created out of the profits
6. Return on Net worth (%) = Restated profit for the year/ Net Worth at the end of the year
7. Net Asset Value per Equity Share (in ₹) = Net Worth at the end of the year / Number of equity shares outstanding at the end of the year
8. Return on Capital Employed is calculated as a percentage of EBIT (i.e., calculated as restated profit for the year before tax and finance
costs) divided by capital employed (i.e., total equity plus total borrowings, lease liabilities, deferred tax liabilities excluding goodwill and
other intangible assets).

For further details of Non-GAAP measures, see “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Non-GAAP Measures” on page 345.

Other financial statements

In accordance with Schedule VI, Part A (11)(I)(A)(ii) of the SEBI ICDR Regulations, the audited standalone
financial statements of our Company for Fiscals 2021, 2022 and 2023 (“Company Audited Financial
Statements”) are available on our website at [Link]
and-related-documents. Further, the audited standalone financial statements of our Material Subsidiaries (in terms
of the SEBI ICDR Regulations), namely (i) Agilus Pathlabs Private Limited for Fiscals 2021, 2022 and 2023 and
(ii) DDRC Agilus Pathlabs Limited for Fiscals 2022 and 2023, (the “Subsidiaries Audited Financial Statements”
and together with the Company Audited Financial Statements, the “Audited Financial Statements”) are available
on our website at [Link] and
[Link] respectively.

Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Financial Statements and the reports thereon do not constitute, (i) a part of this
Draft Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an
offering memorandum, an advertisement, an offer or a solicitation of any offer or an offer document to purchase
or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India
or elsewhere.

The Audited Financial Statements and the reports thereon should not be considered as part of information that any
investor should consider for subscribing to or purchase of any securities of our Company or any entity in which
our Shareholders have significant influence and should not be relied upon or used as a basis for any investment
decision. None of the entities specified above, nor any of their advisors, nor BRLMs or the Selling Shareholders,

312
nor any of their respective employees, directors, affiliates, agents or representatives accept any liability
whatsoever for any loss, direct or indirect, arising from any information presented or contained in the Audited
Financial Statements, or the opinions expressed therein.

313
 RELATED PARTY TRANSACTIONS

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, for Fiscals 2021, 2022 and 2023
and as reported in the Restated Consolidated Financial Information, see “Restated Consolidated Financial
Information – Note 39 - Related party disclosures” on page 279.

314
 CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalisation as at March 31, 2023, derived from our Restated
Consolidated Financial Information and as adjusted for the Offer. This table should be read in conjunction with
“Risk Factors”, “Restated Consolidated Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 36, 241 and 316, respectively:
(in ₹ million, except ratios)
Pre-Offer as at March As adjusted for the
Particulars
31, 2023 Offer*
Borrowings
Non-current borrowings (I)# 18.96
Current borrowings (II)# 9.33
Total borrowings (III = I + II) 28.29

Equity
Equity share capital (IV)# 784.26 -
Other equity (V)# 18,671.51
Total equity (VI = IV + V) 19,455.77

Total Capitalization (VII= III + VI) 19,484.06

Ratio: Non-current borrowings / Total equity (VIII = I/VI) 0.10%
Ratio: Total borrowings / Total equity (IX = III / VI) 0.15%
* Our Company is proposing to offer the Equity Shares through an offer for sale by way of initial public offering. Hence, there will be no change
in the total equity on account of this Offer.
#These terms carry the same meaning as per Schedule III of the Companies Act.

315
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion of our financial condition and results of operations should be read in conjunction with
our Restated Consolidated Financial Information, which is included in this Draft Red Herring Prospectus. This
Draft Red Herring Prospectus contains forward-looking statements that involve risks and uncertainties. Our
actual results may 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 Draft Red Herring Prospectus.
See “Forward-Looking Statements” on page 18. Our fiscal year ends on March 31 of each year, and references
to a particular Fiscal are to the 12 months ended March 31 of that year. Unless otherwise indicated or the context
requires otherwise, the financial information included herein is based on our Restated Consolidated Financial
Information for Fiscals 2021, 2022 and 2023 included in this Draft Red Herring Prospectus. For further
information, see “Restated Consolidated Financial Information” on page 241.

Unless otherwise indicated or the context otherwise requires, in this section, references to “the Company” or “our
Company” are to Agilus Diagnostics Limited on a standalone basis, and references to “the Group”, “we”, “us”,
“our”, are to Agilus Diagnostics Limited and its Subsidiaries and Joint Venture, on a consolidated basis.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Assessment of the diagnostics industry in India” dated September 2023 (the “CRISIL Report”) prepared and
released by CRISIL MI&A, a division of CRISIL Limited, exclusively commissioned by our Company and paid for
by our Company on behalf of the Selling Shareholders in connection with the Offer, pursuant to an engagement
letter dated June 16, 2023. A copy of the CRISIL Report is available on the website of our Company at
[Link] The data included
herein includes excerpts from the CRISIL 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. Unless otherwise indicated, financial, operational, industry and other
related information derived from the CRISIL Report and included herein with respect to any particular year refers
to such information for the relevant calendar year. For further information, see “Risk Factors - Internal Risks -
Certain sections of this Draft Red Herring Prospectus disclose information from the CRISIL Report which has
been prepared exclusively for the Offer and commissioned by our Company and paid for by our Company on
behalf of the Selling Shareholders exclusively in connection with the Offer and any reliance on such information
for making an investment decision in the Offer is subject to inherent risks.” on page 61.

Overview

We are the largest diagnostics service provider in terms of number of laboratories and the second largest in terms
of revenue from operations in India as of and for the financial year ended March 31, 2023 (Source: CRISIL
Report). We offer diagnostics testing services (routine and specialized tests), wellness and preventive care
packages, hospital laboratory management services and clinical research trial testing services. As of March 31,
2023, we had a network of 413 laboratories out of which 43 laboratories were accredited by National Accreditation
Board for Testing and Calibration Laboratories (“NABL”), which according to the CRISIL Report, is the largest
network of NABL accredited laboratories in India, as of March 31, 2023. We also have an international presence
across the Middle East, Sub-Saharan Africa, Commonwealth of Independent States and the South Asian
Association for Regional Cooperation (“SAARC”) region. In Fiscal 2023, we performed 39.07 million tests and
served 16.62 million patients in India and internationally.

According to the CRISIL Report, the Indian diagnostics services industry has experienced robust growth and is
expected to grow at a CAGR of approximately 8-10% between Fiscals 2023 and 2028 to reach ₹1,150-₹1,250
billion in Fiscal 2028. The increasing focus on preventative medicine, increasing incidence of chronic and lifestyle
diseases, preference for evidence-based treatment, changing nature of diseases, expansion of organized healthcare
and increased use of technology in healthcare are set to drive the growth of the Indian diagnostics services industry
(Source: CRISIL Report) and create a significant market opportunity for us. Further, the COVID-19 pandemic has
altered customer preferences, including expectations in relation to convenience, safety, home services, digital
payments and quicker turn-around time (“TAT”). Moreover, while standalone players contributed to 42-46% of
the total diagnostics industry in Fiscal 2023, the Indian diagnostics industry has witnessed a shift from standalone
centres to diagnostic chains, due to the increasing trend of patients’ reliance on diagnostic chains for their quality
of service and unavailability of complex tests with standalone centres (not only at the country level but also in
regional markets). Diagnostic chains possess better national and international accreditations and scalable business
models and cater to a larger set of population through their brand reputation and operational efficiency. These

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factors have led to an increase in the share of diagnostic chains to 16-20% of the overall diagnostics industry in
Fiscal 2023 from 13-17% in Fiscal 2020. (Source: CRISIL Report)

We have built an extensive diagnostics network spread across 25 states and five union territories in India (covering
over 1,000 towns and cities and over 532 districts in India), as of March 31, 2023, which operates on a ‘hub-and-
spoke’ model. As of March 31, 2023, our diagnostics laboratory network comprised one central global reference
laboratory (“GRL”) at Mumbai in Maharashtra, five regional reference laboratories (“RRLs”) and 407 other
clinical laboratories (including 403 pathology laboratories and four radiology centers). In addition, we have 25
wellness centers, three Centers of Excellence (“CoEs”), 3,757 customer touch points (“CTPs”) (i.e., comprising
patient service centers, collection centers and laboratories with walk-in facilities) and over 12,000 pick-up points
(i.e., locations from where we collect test samples to cater to institutional customers). Our wellness centers are
dedicated towards providing holistic and comprehensive preventive healthcare and wellness services to our
customers, while our CoEs are focused on histopathology, transplantation immunology and molecular pathology.
We also operate and manage 91 in-hospital laboratories, as of March 31, 2023, for private healthcare providers as
well as public health agencies under public-private partnerships (“PPP”). Moreover, our international network
comprises a laboratory in Dubai, two laboratories and 17 collection centers in Nepal and over 800 pick-up points
spread across the Middle East, Sub-Saharan Africa, Commonwealth of Independent States and the SAARC region,
as of March 31, 2023. In addition, our network is supported by our integrated systems, which help to deliver faster
TAT, reduce human error, improve overall capital efficiency, enable last-mile connectivity and provide access to
a large customer base. Accordingly, we have been able to organically scale in a cost-effective manner with deeper
penetration to under-served areas. In Fiscal 2023, our revenue from operations from the north, south, east and
west regions of India amounted to ₹4,387.05 million, ₹3,788.05 million, ₹1,863.03 million and ₹3,105.72 million,
respectively, accounting for 32.56%, 28.11%, 13.83% and 23.05%, respectively, of our revenue from operations.

We offer a comprehensive range of over 3,600 routine and specialized diagnostics tests as well as wellness
packages that cover an extensive range of specialties. According to the CRISIL Report, next-generation
diagnostics are gaining popularity in the specialized testing space in India as these advanced technologies enable
comprehensive and high-throughput analysis of genetic material, proteins, and other biomarkers, revolutionizing
disease diagnosis, treatment selection, and patient care. Within the next-generation diagnostics, genomic
sequencing is particularly gaining popularity (Source: CRISIL Report). We continue to be committed to research
and development (“R&D”) and are focused on genomics and ‘next-generation diagnostics’. In Fiscal 2023, we
introduced over 200 new tests including niche specialized tests in relation to genomics, molecular pathology for
cancer, reproductive medicine, rare diseases and inherited disorders. We also offer a wide range of corporate
wellness services and preventive care health packages comprising several pathology and radiology tests as well
as home collection services, which helps us in acting as a one-stop solution for diagnostics testing services for
patients and further enables us to cross-sell and bundle our offerings.

Our service offerings and network cater to: (i) individual patients, i.e., business-to-consumer (“B2C”), who either
walk in to our diagnostics laboratories and collection centers, use our home collection services (which is spread
in over 80 cities in India, as of March 31, 2023) through call, email or our digital platforms including our website,
WhatsApp chat bot or mobile application; and (ii) institutional customers, i.e., business-to-business (“B2B”),
which include physician offices, independent healthcare providers (including large and small-scale private and
public sector hospitals, nursing homes, private laboratories, radiology centers and diagnostics centers) whose
customers require diagnostics (pathology and/or radiology) services, other institutions (such as corporate
employers and insurance companies), clinical laboratories operated and managed by us in hospitals for private
healthcare providers and public health agencies through PPPs as well as clinical trials conducted on behalf of
contract research organizations and pharmaceutical manufacturers. Over the last three years, our network has
grown from 2,250 CTPs, as of March 31, 2021 to 3,757 CTPs as of March 31, 2023, which has augmented our
growth in the B2C segment. We benefit from both B2C and B2B segments: the former enhances our brand and
customer retention, and the latter gives us access to hospital infrastructure and doctors and higher volumes of
tests. In Fiscal 2023, our B2C operations generated ₹7,317.52 million accounting for 54.31% of our revenue from
operations, while our B2B segment generated ₹6,157.10 million, accounting for 45.69% of our revenue from
operations, resulting in a healthy balance between our B2C and B2B segments.

We follow a customer centric approach by offering an omni-channel experience for patients who can seamlessly
avail our pathology and radiology services through our laboratories, mobile application and website. According
to the CRISIL Report, we were the first laboratory chain in India to integrate its own laboratory management
system with Ayushman Bharat Digital Mission under the National Health Authority in Fiscal 2021. Our
centralized laboratory management system, CLIMS, enables us to automate laboratory workflows and manage
samples, test results, collection operations and business processes. The services that we provide enable our

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customers to book tests, locate the nearest test centers, generate digital test reports and receive service support
from the convenience of their homes at a relatively fast turn-around-time.

We recently, in May 2023, undertook a brand transformation journey by rebranding ourselves as Agilus
Diagnostics from our former brand name with the aim of continuing to build upon our over 28 years of expertise
and experience of delivering quality diagnostics care. ‘Agilus’ is a portmanteau of ‘Agile’ and ‘Us’ and is inspired
from the Latin term ‘agilis’ which means agility. Our new brand is in consonance with our commitment to deliver
quality diagnostics services with speed and accuracy. Our laboratories were the first in India to receive
accreditations from authorities such as NABL and College of American Pathologists (“CAP”) (Source: CRISIL
Report). We have also been consistently recognized for delivering quality diagnostics services including the “Best
Brand in Diagnostic Services in Pathology and Radiology” award by the Economic Times in Fiscal 2019, the
“Excellence in Pan India Diagnostics (Pathology)” award at the Businessworld Healthcare Excellence Awards
2022, the “Patient Centricity for Diagnostic Labs” award at the IHW Patient First Awards 2022 and the “Driving
Healthcare Innovation” award by CII Institute of Logistics at the Supply Chain and Logistics Excellence Awards
2021.

We benefit from the reputation, track record, in-depth understanding and experience of our Promoter, Fortis
Healthcare Limited (“Fortis”) in the healthcare industry. We are led by our Managing Director & Chief Executive
Officer, Anand Kuppuswamy, who is supported by a Board of Directors with diverse backgrounds, and qualified
and experienced management, and medical and scientific teams. As of March 31, 2023, we had a full-time medical
and scientific staff of 4,614 personnel comprising, among others, pathologists, radiologists and scientists as well
as paramedical staff.

Significant Factors Affecting our Financial Condition and Results of Operations

Transition to and establishment of our new brand

We have, recently in May 2023, changed our brand to ‘Agilus Diagnostics’. Our results of operations and financial
performance will be affected by our ability to successfully transition to and establish our new brand. The change
in our brand may subject us to various challenges such as alienation of customers who were loyal to our previous
brand name and confusion among potential customers who may be unfamiliar with our new brand name and who
may therefore choose our competitors over us. This may decrease the sale of our service offerings. We may also
be unable to retain existing, and attract new, healthcare personnel including pathologists, radiologists, scientists
and doctors, and our industry peers may exploit our new positioning which may affect, among others, our market
share and pricing. We may also be exposed to legal and regulatory risks including trademark infringement claims,
domain name disputes or consumer protection violations. Further, we have certain legal proceedings in relation
to our transition to the new brand name that are pending before the Delhi High Court and any adverse outcome
may restrict our ability to use and leverage our new brand name. For further information, see “Risk Factors –
Internal Risks - We recently changed our brand which led to certain legal proceedings that are currently pending
before the Delhi High Court. Any unfavorable outcome may have an adverse effect on our business, reputation,
results of operations and financial condition.” on page 36. In addition, in order to increase our brand awareness
and depending on the market requirements, we may have to increase our spending towards marketing for the
implementation and promotion of our new brand.

Number of patients served and tests conducted

Our revenue from operations significantly depends on how many patients we serve and how many pathology and
radiology tests we perform. Set forth below are details of the number of patients served and tests conducted for
the years indicated:

Fiscal
Particulars 2021 2022 2023
(million)
Number of patients served 11.03 21.40 16.62
Number of tests performed 23.53 44.18 39.07

The number of patients that we serve and diagnostic tests we perform are dependent on our ability to maintain
and improve our brand image, which in turn depends on several factors such as the quality and efficiency of our
clinical laboratory tests and profiles, turnaround time, patient satisfaction, the performance of our diagnostic
network, the introduction of new tests and services and our ability to maintain strong relationships with doctors,
other healthcare professionals and suppliers. For example, the number of patients served, and the number of tests

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conducted decreased in Fiscal 2023 compared to Fiscal 2022 due to a decrease in demand for RT-PCR tests and
other COVID-19 related tests. Our success also depends our ability to invest in technologies for developing new
tests and improving existing tests. The diagnostics industry in India is also highly competitive, and it is challenging
to improve our market share and profitability. Consequently, our ability to grow our revenues also depends on our
ability to compete successfully and attract new patients.

Cost of testing equipment, reagents, chemicals and consumables

The growth of our diagnostics network and an increase in the number of tests performed, subject us to a consequent
increase in our costs of material consumed, which include reagents, chemicals and other consumables used in our
diagnostic healthcare service and tests. Costs of materials consumed in Fiscals 2021, 2022 and 2023 has been one
of our major expenses. Our cost of materials consumed as percentage of total income is affected by various factors
including repricing of supplier contracts for reagents, initiatives for improving operational efficiencies and
increased economies of scale of our operations. Set forth below are details of expenses incurred towards cost of
materials consumed for the years indicated:

Fiscal
2021 2022 2023
% of total (₹ % of total (₹ % of total
(₹ million)
expenses million) expenses million) expenses
Cost of materials consumed 2,876.20 31.13% 3,991.36 30.96% 3,159.79 26.05%

As we continue to expand our operations and test portfolio, we would need to procure additional volumes of
medical consumables. We depend on third party suppliers to obtain our reagents, chemicals and consumables as
well as testing equipment. We are dependent on certain suppliers for the supply of imported reagent kits. In
addition, our profit margins are dependent on our ability to negotiate the supply costs with our suppliers and
achieve optimal pricing. Further, our procurement cost of foreign produced testing equipment, reagents, chemicals
or consumables may increase due to several factors including depreciation of the Indian Rupee, and our suppliers
may therefore demand to re-negotiate the supply agreements with us. In the event of an increase in the price of such
items, we may not be able to pass on any cost increases to our customers by implementing a corresponding increase
in the price of our test offerings.

Impact of COVID-19 and other similar periods of disease outbreaks

The diagnostics industry is severely impacted due to periods of disease outbreaks and our revenues and results of
operations have fluctuated in the past and may continue to fluctuate significantly due to disease outbreaks. For
instance, the COVID-19 pandemic led to an increase in RT-PCR tests, which in turn led to an increased demand
for COVID-19 related high-end diagnostics services in Fiscals 2021 and 2022. We also increased our testing
capacity, opened more test centers and wellness centers, expanded our home specimen collection services and
added more CTPs to address such increased diagnostic requirements. However, in Fiscal 2023, the prevalence and
incidence of COVID-19 infections decreased. As a result, we faced a significant decline in the volume of RT-
PCR tests and other COVID-19 related tests. Set forth below are details of the number of COVID-19 and non-
COVID-19 tests conducted and revenue generated for the years indicated:

Fiscal
Particulars 2021 2022 2023
(million)
COVID-19 related (i.e., revenue generated from RT-PCR tests and other COVID-19 related tests)
Number of RT-PCR tests and other COVID-19 related tests 2.95 7.90 1.59
COVID-19 related revenue (₹ million) 3,239.18 4,527.28 587.36
COVID-19 related revenue as a % of revenue from operations (%) 31.29% 28.21% 4.36%
Non-COVID-19 related (i.e., revenue generated from other than RT-PCR tests and other COVID-19 related tests,
which is revenue generated our operations comprising primarily diagnostic testing in the field of pathology and
radiology)
Number of non-COVID-19 related tests 20.58 36.28 37.48
Non-COVID-19 related revenue (₹ million) 7,051.84 11,433.40 12,839.94
Non-COVID-19 related revenue as a % of revenue from operations (%) 68.13% 71.24% 95.29%

In addition, diagnostic healthcare testing volumes typically increase during the monsoon season, when there is a
greater prevalence of malaria and dengue, as well as gastrointestinal and respiratory diseases. The increased
prevalence of a particular virus or other pathogen in the general population often causes an increased demand for
specific diagnostic healthcare testing for that virus. However, certain of our expenses are less impacted by

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fluctuations in demand, as a significant portion of our costs and expenses such as lease rentals and employee
benefits expense are fixed, unlike our costs of reagents, chemicals and consumables. We expect that such seasonal
fluctuations will continue to affect our results of operations in the future.

Expansion of our network and the cycle of opening laboratories and new CTPs

Our results of operations depend on the effectiveness of the geographic reach of our network. As of March 31,
2023, we had presence in 25 states and five union territories covering over 1,000 towns and cities and 532 districts
in India as well as in the Middle East, Sub-Saharan Africa, Commonwealth of Independent States and the SAARC
region. We are the largest diagnostics companies in India in terms of number of laboratories as of March 31, 2023
(Source: CRISIL Report). Our network of CTPs have also increased significantly from 2,250 CTPs as of March
31, 2021 to 3,757 CTPs as of March 31, 2023. Our ability to maintain and expand our network of laboratories,
collection centers and other points of presence in a cost effective and efficient manner has had, and we expect will
continue to have an impact, on our financial performance and results of operation.

Moreover, our results of operations and financial condition are affected by the cycle of opening and developing
new clinical laboratories and CTPs. This cycle involves opening new clinical laboratories, and CTPs, in locations
in which we already operate, or in new locations, and optimizing collection centers that join us as franchisees. We
conduct various studies to determine the optimal location for a new clinical laboratory or CTP before opening
one. Our criteria include the size of the potential market in the region, the availability of appropriate real estate,
our brand development potential with the area’s healthcare providers, and the speed of obtaining the required
operating licenses and permits. Constructing clinical labs involves significant capital investment, both while they
are under construction and when they are newly opened and not fully integrated with our network or operating at
full capacity. The time taken to open a clinical laboratory or CTP and the gestation period which follows the
opening of such a facility vary depending on a number of factors, including the particular geographic area and
customer awareness of our brand in that area, such that a meaningful quantum of time may be required before a
new facility achieves operating efficiencies comparable to that of facilities already within our network. This
gestation period can result in a divergence between the future revenue-production of a new clinical laboratory or
CTP and the current expenses, such as rent and employee-related expenses, which is being incurred in connection
with its opening, thereby affecting our profit margins and profitability generally. Going forward, we believe that
our strategy to expand our network of laboratories and CTPs may augment the impact of this gestation period-
divergence on our results of operations and financial condition.

Introduction of new tests

We believe that a key factor to succeed and to sustain and strengthen our business will be our ability to innovate
and develop improvements to existing tests and to create and introduce new tests that will meet or create demands
which are not presently being satisfied by available tests, thereby expanding the range and scope of our services
to our customers. We offer over 3,600 tests, as of March 31, 2023, comprising a wide range of routine and
specialized diagnostics tests as well as corporate and personalised wellness services and preventive care health
packages comprising both pathology and radiology tests. In Fiscal 2023, we introduced over 200 new tests
including niche specialized tests in relation to genomics, molecular pathology for cancer, reproductive medicine,
rare diseases and inherited disorders. An increased number of tests will allow us to process our specimens with
more efficient utilisation of our laboratories and personnel and at lower costs, which in turn could offer us greater
economies of scale.

Revenue mix between B2C and B2B

Our results of operations and financial performance are affected by the customer mix serviced by us. According
to the CRISIL Report, in the diagnostics services industry, the B2C segment provides higher brand visibility with
repeat customer relationships, while the B2B segment provides access to hospital infrastructure including an
established doctor network and higher volumes of tests. Set out below is the revenue from operations by customer
segment for the years indicated:

Fiscal
2021 2022 2023
% of total
Segment Revenue from % of total Revenue from % of total Revenue from
revenue
operations revenue from operations revenue from operations
from
(₹ million) operations (₹ million) operations (₹ million)
operations
B2C 5,025.12 48.55% 8,759.24 54.58% 7,317.52 54.31%

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 Fiscal
2021 2022 2023
% of total
Segment Revenue from % of total Revenue from % of total Revenue from
revenue
operations revenue from operations revenue from operations
from
(₹ million) operations (₹ million) operations (₹ million)
operations
B2B 5,325.61 51.45% 7,289.87 45.42% 6,157.10 45.69%
Total 10,350.73 100.00% 16,049.11 100.00% 13,474.62 100.00%

Our B2C customers comprise individual patients that either walk in to our diagnostics laboratories or CTPs, use
our home collection services or avail our services through our digital platforms. Our B2B customers comprise
institutional customers such as hospitals, nursing homes, private laboratories, collection centers, insurance
companies and corporate employers, with who we enter into arrangements. For instance, we have entered into
laboratory management agreements with certain private customers (including our Promoter, Fortis, for whom we
operate 24 in-hospital laboratories, as of March 31, 2023) and PPP agreements with government agencies for
whom we, among others, conduct testing services and/or operate diagnostic centers (such as governments of Delhi
and Jharkhand).

Our business depends on our ability to successfully obtain payments from our customers for services provided.
While our B2C customers typically make payments at the time of test bookings, our B2B customers make
payments in accordance with their respective contractual requirements. Further, in relation to our B2B segment,
if we are unable to meet our contractual requirements, we may experience delays in collection of and/ or be unable
to collect our payments altogether on account of termination of such contracts.

Master service agreement with our Promoter

Our Company has entered into a master service agreement with our Promoter, Fortis, pursuant to which we operate
in-hospital laboratories and conduct on-site testing for our Promoter and its affiliates. Pursuant to this agreement
we provide pathology and diagnostic services at certain hospitals operated by our Promoter and its affiliates, and
in return are entitled to a monthly consideration based on agreed rates linked to the net revenue generated by the
laboratories. This agreement may be terminated by either party unilaterally in the event of, amongst others, a
material breach of the provisions of the agreement, or upon mutual consent of the parties. Set out below are details
of revenue generated from operating in-hospital laboratories at hospitals operated by our Promoter and its affiliates
for the years indicated:

Fiscal
2021 2022 2023
% of % of % of
Particulars
(₹ revenue revenue revenue
(₹ million) (₹ million)
million) from from from
operations operations operations
Revenue from Fortis Group 1,287.85 12.44% 1,516.84 9.45% 1,622.37 12.04%
Entities

The Master Service Agreement is valid until March 31, 2024. Our Company and our Promoter have executed a
binding term sheet dated September 25, 2023 for operating in-hospital laboratories and conducting on-site testing
at certain hospitals operated by our Promoter and its affiliates. In this regard, see “Risk Factors – Internal Risks -
We have entered into a master service agreement with our Promoter and certain other letters/agreements with
our Promoter and its affiliates in respect of providing certain laboratory management services to them and are
dependent on them for a portion of our revenues. Any non-performance, non-renewal/ revision, substantial change
in the agreed rates or termination of such agreements may adversely affect our business, results of operations
and financial condition.” on page 44.

New acquisitions and franchise opportunities

We plan to selectively enhance our business from time to time through strategic acquisitions, franchising, joint
ventures and other alliances. However, these plans are subject to the availability of appropriate opportunities and
competition from other companies seeking similar opportunities. Moreover, the success of any such effort may
be affected by a number of factors, including our ability to properly assess and value the potential business
opportunity, and to integrate it into our business. The success of our plans depends not only on our contributions
and capabilities, but also on the property, resources, efforts and skills contributed by any counterparty or partner.

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Competition

Our success is dependent on our ability to compete effectively with other players in the diagnostics industry
providing similar services to ours. Our competition includes other diagnostic chains, such as, Dr Lal PathLabs
Limited, Metropolis Healthcare Limited, (Source: CRISIL Report) and various smaller, independent clinical and
anatomical laboratories as well as laboratories owned by hospitals and physicians including standalone and
regional players. Some of our competitors may have greater financial, research and development, marketing and
other resources, broader service offerings, more experience in obtaining regulatory approvals or greater
geographic reach. Our competitors may also succeed in offering increased fees/salaries to our healthcare
professionals, including doctors, which may significantly affect our ability to retain our healthcare professionals
and provide our services to patients.

Changes in government regulations and policies

Our operations are subject to extensive government regulations including in relation to obtaining and renewing
approvals, accreditations, licenses and registrations, qualifications and practice of our healthcare professionals
including our doctors, pricing regulations and other health and safety laws and regulations in India and other
jurisdictions in which we operate. Such regulations could change at any time, with little or no warning or time for
us to prepare. For instance, the prices that we charge for our services could become subject to recommended or
maximum fees set by the Government or other authorities. The Government could introduce “price lists” for
services that could be mandatory or, even if not mandatory, result in guidance for the prices we charge for our
diagnostic healthcare services. The implementation of such or other policies affecting the prices we charge could,
in effect, limit our ability to charge patients higher prices for our services. Any failure or non-compliance to
adequately monitor compliance may also subject us to fines or penalties and our licenses may get suspended.

Critical Accounting Policies

Summary of Significant Accounting Policies

Principles of consolidation

A. Business combinations

Business combinations (other than business combinations between common control entities) are accounted for
using the purchase (acquisition) method. The cost of an acquisition is measured as the fair value of the consideration
transferred, equity instruments issued and liabilities incurred or assumed at the date of exchange. The consideration
transferred does not include amounts related to the settlement of pre-existing relationships; such amounts are
generally recognised in the Statements of Profit or Loss. The cost of acquisition also includes the fair value of any
contingent consideration. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at fair value at the date of acquisition. Transaction costs incurred in connection
with a business combination are expensed as incurred. The excess of the consideration transferred over the fair
value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of
the net identifiable assets of the business acquired, the difference is recognised in other comprehensive income and
accumulated in equity as capital reserve provided there is clear evidence of the underlying reasons for classifying
the business combination as a bargain purchase.

If the business combination is achieved in stages, any previously held equity interest is re-measured at its acquisition
date fair value and any resulting gain or loss is recognised in profit or loss or OCI, as appropriate.

Business combinations arising from transfers of interests in entities that are under the control of the shareholder
that controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest
comparative period presented or, if later, at the date that common control was established; for this purpose
comparatives are revised. The assets and liabilities acquired are recognized at their carrying amounts. The identity
of the reserves is preserved, and they appear in the financial statements of the Group in the same form in which
they appeared in the financial statement of the acquired entity. The differences, if any, between the consideration
and the amount of share capital of the acquired entity is transferred to capital reserve (if credit) or revenue reserves
(if debit) and if there are no reserves or inadequate reserves, to an amalgamation deficit reserve (if debit), with
disclosure of its nature and purpose in the notes to the financial statements.

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B. Property, plant and equipment (PPE) and intangible assets

Property, plant and equipment

Freehold land is carried at cost. All other items of property, plant and equipment are stated at cost, which includes
capitalized borrowing costs, less accumulated depreciation and any accumulated impairment loss. The cost of an
item of property, plant and equipment comprises its purchase price, including import duties and other non-
refundable taxes or levies, freight, any directly attributable cost of bringing the asset to its working condition for its
intended use and estimated cost of dismantling and restoring onsite; any trade discounts and rebates are deducted
in arriving at the purchase price.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when 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. The carrying amount of any component accounted for as a separate asset is
derecognised when replaced. All other repairs and maintenance are charged to profit or loss during the reporting
period in which they are incurred.

Advances paid towards acquisition of property, plant and equipment outstanding at each Balance Sheet date, are
shown under other non-current assets and cost of assets not ready for intended use before the year end, are shown
as capital work-in-progress.

If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted
for as separate items (major components) of property, plant and equipment.

Transition to Ind AS

The cost of property, plant and equipment at 1 April 2015, the Group’s date of transition to Ind AS, was determined
with reference to its carrying value recognised as per the previous GAAP (deemed cost), as at the date of transition
to Ind AS.

Goodwill and other intangible assets

(a) For measurement of goodwill that arises from business combination, refer to accounting policy thereon above.
Subsequent measurement is at cost less any accumulated impairment losses.

(b) Internally generated goodwill is not recognised as an asset. With regard to other internally generated
intangible assets:

• Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical
knowledge and understanding, is recognised in the Statement of Profit and Loss as incurred.

• Development expenditure including regulatory cost and legal expenses leading to product registration/
market authorisation relating to the new and/or improved product and/or process development is
capitalised only if development costs can be measured reliably, the product or process is technically and
commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient
resources to complete development and to use the asset. The expenditure capitalised includes the cost of
materials, direct labour, overhead costs that are directly attributable to preparing the asset for its intended
use, and directly attributable finance costs (in the same manner as in the case of Property, plant and
equipment). Other development expenditure is recognised in the Statement of Profit and Loss as incurred.

• Intangible assets that are acquired (including goodwill recognized for business combinations) are
measured initially at cost. After initial recognition, an intangible asset is carried at its cost less
accumulated amortization (for finite lives intangible assets) and any accumulated impairment loss.
Subsequent expenditure is capitalised only when it increases the future economic benefits from the
specific asset to which it relates.

Transition to Ind AS

(c) The cost of Intangible assets at 1 April 2015, the Group’s date of transition to Ind AS, was determined with
reference to its carrying value recognised as per the previous GAAP (deemed cost), as at the date of transition

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 to Ind AS.

Depreciation and amortization methods, estimated useful lives and residual value

Depreciation is provided on straight line basis on the original cost/ acquisition cost of assets less their estimated
residual values for cost of Property, plant and equipment as per the useful life specified in Part 'C' of Schedule II of
the Act, read with notification dated 29 August 2014 of the Ministry of Corporate Affairs, except for certain classes
of Property, plant and equipment which are depreciated based on the internal technical assessment of the
management.

The details of useful life are as under:

Management’s estimate of Useful life as per

Category of assets
useful life Schedule II
Plant and Machinery
- Laboratory equipment- Pathology 13 years 13 years
- Laboratory equipment- Imaging 10 years 13 years
Building – RCC Frame structure 60 years 60 years
Office equipment 5 years 5 years
Furniture and fittings 10 years 10 years
Furniture and fittings- signage 5 years 10 years
Vehicles 10 years 13 years
Computers and accessories 60 years 60 years
Air conditioners 5 years 5 years

Freehold land is not depreciated. Depreciation on leasehold improvements is provided over the lease term or 5
years (which is the expected useful life), whichever is shorter.

Estimated useful lives of the other intangible assets are as follows:

Management’s estimate of
Category of assets
useful life
Software 3 years
Assay developed 5 years
Trademarks (Refer Note - 50A) Indefinite
Trademark and Non-Compete 3-10 years
Customer relationships 15 years

Depreciation and amortization on property, plant and equipment and intangible assets added/ disposed off during
the year has been provided on pro-rata basis with reference to the date of addition/ disposal. Depreciation and
amortization methods, useful lives and residual values are reviewed at the end of each reporting period and
adjusted if appropriate.

Derecognition

Property, plant and equipment and intangible assets are derecognised on disposal or when no future economic
benefits are expected from its use and disposal. Losses arising from retirement and gains or losses arising from
disposal of a tangible asset are measured as the difference between the net disposal proceeds and the carrying
amount of the asset and are recognized in the Statement of Profit and Loss.

C. Impairment of non-financial assets

Goodwill and other intangible assets that have an indefinite useful life are not subject to amortisation and are tested
annually for impairment, or more frequently if events or changes in circumstances indicate that they might be
impaired. The Group’s non-financial assets other than inventories and deferred tax assets, are reviewed at each
reporting date to determine whether there is any indication of impairment. If any such indication exists, then the
asset’s recoverable amount is estimated.
For impairment testing, assets that do not generate independent cash inflows (i.e. corporate assets) are grouped
together into cash-generating units (CGUs). Each CGU represents the smallest group of assets that generates cash
inflows that are largely independent of the cash inflows of other assets or CGUs. Goodwill is allocated to cash-
generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or

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groups of cash-generating units that are expected to benefit from the business combination in which the goodwill
arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal
management purposes.

The recoverable amount of a CGU is the higher of its value in use and its fair value less costs to sell. Value in use
is based on the estimated future cash flows, discounted to their present value using a discount rate that reflects
current market assessments of the time value of money and the risks specific to the CGU.

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its estimated recoverable
amount. Impairment loss recognized in respect of a CGU is allocated first to reduce the carrying amount of any
goodwill allocated to the CGU, and then to reduce the carrying amount of the other assets of the CGU (or group of
CGUs) on a pro rata basis.

An impairment loss in respect of goodwill is not subsequently reversed. In respect of other assets for which
impairment loss has been recognized in prior periods, the Group reviews at reporting date whether there is any
indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change
in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or
amortization, if no impairment loss had been recognized.

D. Financial instrument

A Financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or
equity instrument of another entity.

Financial assets

Initial recognition and measurement

Trade receivables and debt securities issued are initially recognised when they are originated. All other financial
assets are initially recognised when the Group becomes a party to the contractual provisions of the instrument.

All financial assets (except trade receivable without a significant financing component) are recognised initially at
fair value plus, in the case of financial assets not recorded at fair value through profit or loss, transaction costs
that are attributable to the acquisition of the financial asset. A trade receivable without a significant financing
component is initially measured at the transaction price. Purchases or sales of financial assets that require delivery
of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are
recognised on the trade date, i.e., the date that the Group commits to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified as measured at:
(a) Amortised cost
(b) Fair value through other comprehensive income (FVOCI)
(c) Fair value through profit or loss (FVTPL)
(d) Equity instruments measured at fair value through other comprehensive income (FVOCI)

Financial assets at amortised cost

A ‘Financial asset’ is measured at the amortised cost if the asset is held within a business model whose objective
is to hold assets for collecting contractual cash flows, and contractual terms of the asset give rise on specified
dates to cash flows that are solely payments of principal and interest (SPPI) on the principal amount outstanding.

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective
interest rate (EIR) method. The effective interest rate is the rate that exactly discounts estimated future cash
payments or receipts through the expected life of the financial instrument to the gross carrying amount of the
financial asset or the amortised cost of the financial liability. Amortised cost is calculated by taking into account
any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation
is included in other income in the Statement of Profit and Loss. The losses arising from impairment are recognised
in the Statement of Profit and Loss. This category generally applies to trade and other receivables.

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Financial assets at FVOCI

A ‘Financial asset’ is classified as at the FVOCI if the objective of the business model is achieved both by
collecting contractual cash flows and selling the financial assets, and the asset’s contractual cash flows represent
SPPI.

Financial assets included within the FVOCI category are measured initially as well as at each reporting date at
fair value. Fair value movements are recognised in the other comprehensive income (OCI). On derecognition of
the asset, cumulative gain or loss previously recognised in OCI is reclassified to the Statement of Profit and Loss.
Interest earned whilst holding FVOCI financial asset is reported as interest income using the EIR method.

Financial assets at FVTPL

FVTPL is a residual category for financial assets. Any financial asset, which does not meet the criteria for
categorisation as at amortised cost or as FVOCI, is classified as at FVTPL. In addition, at initial recognition, the
Group may irrevocably elect to designate a financial asset, which otherwise meets amortised cost or FVOCI
criteria, as at FVTPL. However, such election is allowed only if doing so reduces or eliminates a measurement or
recognition inconsistency (referred to as ‘accounting mismatch’).

Financial assets included within the FVTPL category are measured at fair value with all changes recognised in
the Statement of Profit and Loss.

Equity investments

Equity investments in jointly controlled entities are carried at cost less accumulated impairment losses, if any.
Where an indication of impairment exists, the carrying amount of the investment is assessed and written down
immediately to its recoverable amount. On disposal of investments in such entities, the difference between net
disposal proceeds and the carrying amounts are recognized in the Statement of Profit and Loss.

All other equity investments which are in scope of Ind AS 109 are measured at fair value. Equity instruments
which are held for trading and contingent consideration recognised by an acquirer in a business combination to
which Ind AS 103 applies are classified as at FVTPL. For all other equity instruments in scope of Ind AS
109, the Group may make an irrevocable election to present in other comprehensive income subsequent changes
in the fair value. The Group makes such election on an instrument-by-instrument basis. The classification is made
on initial recognition and is irrevocable.

If the Group decides to classify an equity instrument as at FVOCI, then all fair value changes on the instrument,
excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to the Statement
of Profit and Loss, even on sale of investment. However, the Group may transfer the cumulative gain or loss to
retained earnings. This decision is made on an investment-by-investment basis.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in
the Statement of Profit and Loss.

Impairment of financial assets

The Group recognizes loss allowance using the expected credit loss (ECL) model for the financial assets which
are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing
component is measured at an amount equal to lifetime ECL. For all financial assets with contractual cash flows
other than trade receivable, ECLs are measured at an amount equal to the 12-month ECL, unless there has been a
significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The
amount of ECL (or reversal) that is required to adjust the loss allowance at the reporting date is recognised as an
impairment gain or loss in the Statement of Profit and Loss.

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all
cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the
cash flows that the Group expects to receive). ECLs are discounted at the effective interest rate of the financial
asset.

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At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt securities at
FVOCI are credit-impaired. A financial asset is ‘credit-impaired’ when one or more events that have a detrimental
impact on the estimated future cash flows of the financial asset have occurred.

Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of
the assets. For debt securities at FVOCI, the loss allowance is recognised in OCI.

Write off of financial assets

The gross carrying amount of a financial asset is written off when the Group has no reasonable expectations of
recovering a financial asset in its entirety or a portion thereof. The Group expects no significant recovery from
the amount written off.

However, financial assets that are written off could still be subject to enforcement activities in order to comply
with the Group’s procedures for recovery of amounts due.

Derecognition of financial assets

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognized (i.e., removed from the Group’s Restated Consolidated Statement of assets and liabilities)
when:

(a) The rights to receive cash flows from the asset have expired, or

(b) The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a ‘pass-through’ arrangement;
and either (a) the Group has transferred substantially all the risks and rewards of the asset, or (b) the Group
has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred
control of the asset.

When the Group has transferred its rights to receive cash flows from an asset or has entered into a pass-through
arrangement, it evaluates if and to what extent it has retained the risks and rewards of ownership. When it has
neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the
asset, the Group continues to recognise the transferred asset to the extent of the Group’s continuing involvement.
In that case, the Group also recognises an associated liability. The transferred asset and the associated liability are
measured on a basis that reflects the rights and obligations that the Group has retained.

Financial liabilities

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at
FVTPL if it is classified as held‑for‑trading, or it is a derivative or it is designated as such on initial recognition.
Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense,
are recognised in Statement of Profit and Loss. Other financial liabilities are subsequently measured at amortised
cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in
Statement of Profit and Loss. Any gain or loss on derecognition is also recognised in Statement of Profit and Loss.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires.
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 the
derecognition of the original liability and the recognition of a new liability. The difference in the respective
carrying amounts is recognised in the Statement of Profit and Loss.

Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the Restated Consolidated
Statement of assets and liabilities when, and only when, the Group currently has a legally enforceable right to set

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off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability
simultaneously.

E. Inventories

Inventories are valued at lower of cost or net realisable value except scrap, which is valued at net estimated
realisable value. The Group uses weighted average method to determine cost for all categories of inventories
except for goods in transit which is valued at specifically identified purchase cost. Cost includes all costs of
purchase, and other costs incurred in bringing the inventories to their present location and condition inclusive of
non-refundable (adjustable) taxes wherever applicable.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary
to make the sale. The comparison of cost and net realisable value is made on an item-by-item basis.

F. Cash and cash equivalents

Cash and cash equivalents include cash in hand, demand deposits with banks and other short-term highly liquid
investments with original maturities of three months or less.

For the purpose of statement of cash flows, cash and cash equivalent includes cash in hand, in banks, demand
deposits with banks and other short-term highly liquid investments with original maturities of three months or less,
net of outstanding bank overdrafts that are repayable on demand and are considered part of the cash management
system.

G. Contingent liabilities and contingent assets

A contingent liability is a possible obligation that arises 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 or a
present obligation that is not recognized because it is not probable that an outflow of resources will be required to
settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot
be recognized because it cannot be measured reliably. The Group does not recognize a contingent liability but
discloses its existence in the Restated Consolidated Financial Information unless the possibility of an outflow of
resources embodying economic benefits is remote. Contingent liabilities and commitments are reviewed by the
management at each balance sheet date.

Contingent assets are neither recognised nor disclosed in the financial statements. However, contingent assets are
assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related
income are recognised in the period in which the change occurs.

H. 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. If the effect of the time value of money is material, provisions are determined by discounting the
expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money
and the risks specific to the liability. Where discounting is used, the increase in the provision due to the
passage of time is recognized as a finance cost.

The amount recognized as a provision is the best estimate of the consideration required to settle the present
obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. When some
or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the
receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of
the receivable can be measured reliably.

A contract is considered to be onerous when the expected economic benefits to be derived by the Group from the
contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an
onerous contract is measured at the present value of the lower of the expected cost of terminating the contract and
the expected net cost of continuing with the contract. Before such a provision is made, the Group recognises any
impairment loss on the assets associated with that contract.

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Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no
longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

I. Revenue recognition

Revenue primarily comprises medical testing charges. Medical testing charges consists of fees received for various
tests conducted in the field of pathology and radiology.

Contracts with customers could include promises to transfer multiple services to a customer. The Group assesses
the services promised in a contract and identifies distinct performance obligation in the contract. Revenue for each
distinct performance obligation is measured at an amount that reflects the consideration which the Group expects
to receive in exchange for those services and is net of tax collected from customers and remitted to government
authorities and applicable discounts and allowances including claims.

Revenue from Medical tests is recognized when the reports are generated and released to customers, net of
discounts, if any.

Revenue is measured based on the consideration specified in a contract with a customer. Revenue is recognised at
a point in time when the Group satisfies performance obligations by transferring the promised services to its
customers. Generally, each test represents a separate performance obligation for which revenue is recognised when
the test report is generated i.e. when the performance obligation is satisfied. For allocating the transaction price,
the Group has measured the revenue in respect of each performance obligation of a contract at its relative
standalone selling price. The price that is regularly charged for a test when registered separately is the best evidence
of its standalone selling price. Any revenue transaction for which the Group has acted as an agent without assuming
the risks and rewards of ownership have been reported on a net basis.

Excess of revenue recognised over billings on contracts is recorded in books as unbilled revenue. Unbilled revenue
is classified as trade receivables when there is unconditional right to receive cash, and only passage of time is
required, as per contractual terms. Contract liabilities include deferred revenue. Deferred revenue is recognised
as other current liability when there is billings in excess of revenue.

Loyalty program liability represents the liability of the Group towards the points earned by the members, which
entitle customers to discount on future purchase of services. The Group allocates a portion of the consideration
received to loyalty points. The Group estimates the fair value of points awarded under the loyalty program by
applying statistical techniques. Inputs to the model include making assumptions about expected redemption rate
basis the Group’s historic trends of redemption and expiry period of the points and such estimates are subject to
significant uncertainty. The amount allocated to the loyalty programme is deferred and is recognised as revenue
when loyalty points are redeemed or the likelihood of the customer redeeming the loyalty points becomes remote.

Other operating revenue comprises management fees which is recognised over time, in accordance with the terms
of the relevant agreements, as and when services are rendered.

J. Employee benefits

Short-term employee benefits

All employee benefits falling due within twelve months of the end of the period in which the employees render
the related services are classified as short-term employee benefits, which include benefits like salaries, wages,
short term compensated absences, performance incentives, etc. and are recognised as expenses in the period in
which the employee renders the related service and measured accordingly.

Post-employment benefits

Post-employment benefit plans are classified into defined benefits plans and defined contribution plans as under:

(a) Gratuity:

The Group has an obligation towards gratuity, a defined benefit retirement plan covering eligible employees.
The plan provides for a lump sum payment to vested employees at retirement, death while in employment or
on termination of employment of an amount based on the respective employee's salary and the tenure of

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 employment. The liability in respect of gratuity is recognised in the books of account based on actuarial
valuation by an independent actuary. The gratuity liability for employees of a subsidiary company in the
Group is funded with Life Insurance Corporation of India and Axis Bank.

(b) Provident fund:

• The Group’s contribution to provident fund is treated as defined contribution plan under which an entity
pays fixed contributions to government administered fund and will have no legal or constructive
obligation to pay further amounts.
• The Group's contribution to the provident fund is charged to Statement of Profit and Loss in the periods
during which the related services are rendered by employees.

Other long-term employee benefits:

As per the Group's policy, eligible leaves can be accumulated by the employees and carried forward to future
periods to either be utilised during the service or encashed. Encashment can be made on retirement including early
retirement, on withdrawal of scheme, at resignation and upon death of the employee. Accumulated compensated
absences are treated as other long-term employee benefits.

Termination benefits are recognised as an expense when, as a result of a past event, the Group has a present
obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required
to settle the obligation.

Actuarial valuation

The liability in respect of all defined benefit plans and other long-term benefits is accrued in the books of account
on the basis of actuarial valuation carried out by an independent actuary using the Projected Unit Credit Method.
The obligation is measured at the present value of estimated future cash flows. The discount rates used for
determining the present value of obligation under defined benefit plans, is based on the market yields on
Government securities as at the Balance Sheet date, having maturity periods approximating to the terms of related
obligations.

Remeasurement gains and losses on other long-term benefits are recognised in the Statement of Profit and Loss
in the year in which they arise. Remeasurement gains and losses in respect of all defined benefit plans arising
from experience adjustments and changes in actuarial assumptions are recognised in the period in which they
occur, directly in other comprehensive income. They are recognised immediately in the Statement of Changes in
equity with a corresponding debit or credit to retained earnings through OCI in the period in which they occur.
Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are
recognised immediately in profit or loss as past service cost. Gains or losses on the curtailment or settlement of
any defined benefit plan are recognised when the curtailment or settlement occurs. Any differential between the
plan assets (for a funded defined benefit plan) and the defined benefit obligation as per actuarial valuation is
recognised as a liability if it is a deficit or as an asset if it is a surplus (to the extent of the lower of present value
of any economic benefits available in the form of refunds from the plan or reduction in future contribution to the
plan).

Past service cost is recognised as an expense in the Statement of Profit or Loss on a straight-line basis over the
average period until the benefits become vested. To the extent that the benefits are already vested immediately
following the introduction of, or changes to, a defined benefit plan, the past service cost is recognised immediately
in the Statement of Profit and Loss. Past service cost may be either positive (where benefits are introduced or
improved) or negative (where existing benefits are reduced). Net interest expense is recognised as finance cost,
and other expenses related to defined benefit plans are recognised as employee benefit expenses, in the statement
of profit and loss.

K. Share-based payments

The grant date fair value of options granted (net of estimated forfeiture) to employees of the Group is recognized
as an employee expense with a corresponding increase in equity over the period that the employees become
unconditionally entitled to the options. The expense is recorded for each separately vesting portion of the
award as if the award was, in substance, multiple awards. The increase in equity recognized in connection with
share-based payment transaction is presented as a separate component in equity under “share option outstanding

330
account”. The amount recognized as an expense is adjusted to reflect the actual number of stock options that vest.
For the option awards, grant date fair value is determined under the option-pricing model (Black-Scholes-Merton).
Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures
materially differ from those estimates.

Corresponding balance of a share-based payment reserve is transferred to general reserve upon expiry of grants
or upon exercise of stock options by an employee.

L. Finance costs

Finance costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Finance cost also includes exchange differences to the extent regarded as an adjustment to the finance costs. General
and specific borrowing costs that are directly attributable to the construction or production or development of a
qualifying asset are capitalized as part of the cost of that asset. Qualifying assets are assets that necessarily take a
substantial period of time to get ready for their intended use or sale. All other finance costs are expensed in the
period in which they occur.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the finance costs eligible for capitalization. Ancillary costs incurred in connection
with the arrangement of borrowings are amortised over the period of such borrowings.

M. Income tax

Income tax expense comprises current and deferred tax. It is recognised in Statement of Profit and Loss except to
the extent that it relates to a business combination, or items recognised directly in equity or in OCI.

Current taxes

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any
adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or
receivable is the best estimate of the tax amount expected to be paid or received after considering uncertainty
related to income taxes, if any. It is measured using tax rates enacted or substantively enacted at the reporting
date.

Current tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognised
amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

Deferred taxes

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not
recognised for:

(a) temporary differences arising on the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor taxable profit or loss at the time of the
transaction;

(b) temporary differences related to investments in subsidiaries, or joint ventures, to the extent that the Group is
able to control the timing of the reversal of the temporary differences and it is probable that they will not
reverse in the foreseeable future; and

(c) taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences
to the extent that it is probable that future taxable profits will be available against which they can be used.
Unrecognised deferred tax assets are reassessed at each reporting date and recognised to the extent that it has
become probable that future taxable profits will be available against which they can be used. Deferred tax is
measured at the tax rates that are expected to be applied to the period when the asset is realised or the liability is
settled, based on the laws that have been enacted or substantively enacted by the reporting date. The measurement
of deferred tax reflects the tax consequences that would follow from the manner in which the Group expects, at

331
the reporting date, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset only if there is a legally enforceable right to set off the recognised
amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

N. Leases

As a lessee

The Group accounts for assets taken under lease arrangement in the following manner:

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right of use
asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs
to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located,
less any lease incentive received.

The right of use asset is subsequently depreciated using the straight line method from the commencement date to
the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-
of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the
lease liability.

The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise the fixed payments, including in-
substance fixed payments.

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there
is a change in future lease payments arising from a change in an index or rate, if there is a change in Group’s
estimate of the amount expected to be payable under a residual value guarantee, or if the Group changes its
assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-
substance fixed lease payment.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of
the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been
reduced to zero.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of use assets and lease liabilities for short term leases that have a
lease term of 12 months or less and leases of low value assets. The Group recognises the lease payments associated
with these leases as an expense on a straight- line basis over the lease term.

As a lessor

The Group accounts for assets given under lease arrangement in the following manner:

Leases in which a significant portion of the risks and rewards of ownership are not transferred to the Group as
lessee are classified as operating leases. Assets subject to operating leases are included in Property, Plant and
Equipment. Rental income on operating lease is recognized in the Statement of Profit and Loss on a straight-line
basis over the lease term. Costs, including depreciation, are recognized as an expense in the Statement of Profit and
Loss. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount
of the leased assets and recognised on a straight line basis over the lease term.

Leases are classified as finance leases when substantially all of the risks and rewards of ownership transfer from
the Group to the lessee. Amounts due from lessees under finance leases are recorded as receivables at the Group’s
net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant
periodic rate of return on the net investment outstanding in respect of the lease.

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O. Foreign currency translation

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of
the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from
the translation of monetary assets and liabilities denominated in foreign currencies at balance sheet date exchange
rates are generally recognised in Statement of Profit and Loss.

Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates
at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair
value are reported as part of the fair value gain or loss. For example translation differences on non-monetary assets
such as equity investments classified as FVOCI are recognised in other comprehensive income (OCI).

Foreign operations

The results and financial position of foreign operations (none of which has the currency of a hyperinflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:

(a) Equity share capital and opening other equity are carried at historical cost.
\
(b) All assets and liabilities, both monetary and non-monetary, (excluding share capital, opening reserves and
surplus) are translated using closing rates at Balance Sheet date.

(c) Profit and Loss items are translated at the respective average rates or the exchange rate that approximates the
actual exchange rate on date of specific transaction.

(d) All resulting exchange differences are recognised in Other Comprehensive Income.

When a foreign operation is sold, the associated cumulative exchange differences are reclassified to profit or
loss, as part of the gain or loss on sale.

The items of Restated Consolidated Statement of Cash Flows are translated at the respective average rates or the
exchange rate that approximates the actual exchange rate on date of specific transaction. The impact of changes
in exchange rate on cash and cash equivalent held in foreign currency is included in effect of exchange rate
changes.

P. Statement of cash flows

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of
transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

The cash flows from operating, investing and financing activities of the Group are segregated. The Group
considers all highly liquid investments that are readily convertible to known amounts of cash to be cash
equivalents.

Q. Operating segments

An operating segment is a component of the group that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s
other components, and for which discrete financial information is available. Operating segments are reported in a
manner consistent with the internal reporting provided to the Chief Operating Decision Maker (“CODM”) who is
responsible for allocating resources and assessing performance of the operating segments. Revenues, expenses,
assets and liabilities, which are common to the enterprise as a whole and are not allocable to segments on a
reasonable basis, have been treated as "unallocated revenues/ expenses/ assets/ liabilities", as the case may be.

R. Recognition of Dividend Income, Interest income or expense

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Dividend income is recognised in profit or loss on the date on which the Group’s right to receive payment is
established.

Interest income or expense is recognised using the effective interest method.

The ‘effective interest rate’ is the rate that exactly discounts estimated future cash payments or receipts through
the expected life of the financial instrument to the gross carrying amount of the financial asset; or the amortised
cost of the financial liability.

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of
the asset (when the asset is not credit-impaired) or to the amortised cost of the liability. However, for financial
assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying
the effective interest rate to the amortised cost of the financial asset. If the asset is no longer credit-impaired, then
the calculation of interest income reverts to the gross basis.

S. Exceptional items

On certain occasions, the size, type or incidence of an item of income or expense, pertaining to the ordinary
activities of the Group is such that its disclosure improves the understanding of the performance of the Group.
Such income or expense is classified as an exceptional item and accordingly, disclosed in the Restated
Consolidated Financial Information.

Principal Components of our Statement of Profit and Loss

The following descriptions set forth information with respect to the key components of our profit and loss
statement.

Income

Revenue from Operations: Revenue from operations primarily comprises sales from services, which consists of
medical testing charges, i.e. fees received for various tests conducted in the field of pathology and radiology, to
individual and institutional customers. In addition, revenue from operations also comprises other operating
revenues, which primarily includes management fees, i.e. fees from in-hospital labs, and liabilities no longer
required to be written back.

Other income: Other income primarily includes interest income earned on financial assets such as bank deposits,
loans to fellow subsidiaries and security deposits, gain on disposal of property, plant and equipment (net), gain on
termination of lease and exchange differences (net).

Expense

Costs of materials consumed: Costs of materials consumed primarily reflect the purchase of reagents, chemicals
and consumables. These primarily comprise medical supplies, supplies used in specimen collection and other
consumables used in the testing process.

Cost of tests outsourced: Cost of tests outsourced includes expenses incurred towards outsourcing certain tests to
other laboratories.

Employee benefits expense: Employee benefits expense primarily consists of salaries and wages, stock option
granted to employees pursuant to ESOP 2009 and ESOP 2013, contribution to provident and other funds, gratuity
expense and staff welfare expenses.

Finance costs: Finance costs primarily consist of interest expense on lease liability, deferred purchase
consideration/liability towards intangibles and net defined benefit obligation, and bank charges.

Depreciation and amortization expense: Depreciation and amortization expense primarily relates to depreciation
on property, plant and equipment (such as medical and laboratory equipment that we purchased for our business)
and amortization of intangible assets (such as goodwill, software and trademarks).

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Other expenses: Other expenses primarily comprises professional fees to doctors, legal and professional fees,
advertisement and sales promotion charges, advertisement and sales promotion charges, rent and hire charges,
fees to collection centers, power and fuel charges and repairs and maintenance charges of plant and machinery.

Results of Operations

The following table sets forth selected financial data from our restated consolidated summary statement of profit
and loss for Fiscals 2021, 2022 and 2023, the components of which are expressed as a percentage of total income
for such years.

Fiscal
2021 2022 2023
% of % of
% of total
(₹ million) total (₹ million) total (₹ million)
income
income income
Income
Revenue from Operations 10,350.73 97.58% 16,049.11 99.17% 13,474.62 98.28%
Other income 256.21 2.42% 134.36 0.83% 236.40 1.72%
Total income 10,606.94 100.00% 16,183.47 100.00% 13,711.02 100.00%
Expenses
Cost of materials consumed 2,876.20 27.12% 3,991.36 24.66% 3,159.79 23.05%
Cost of tests outsourced 121.24 1.14% 145.53 0.90% 169.78 1.24%
Employee benefits expense 2,434.95 22.96% 3,072.57 18.99% 3,078.82 22.46%
Finance costs 117.93 1.11% 157.64 0.97% 154.51 1.13%
Depreciation and amortisation 520.65 4.91% 802.77 4.96% 889.70 6.49%
expense
Other expenses 3,168.21 29.87% 4,720.52 29.17% 4,676.48 34.11%
Total expenses 9,239.18 87.11% 12,890.39 79.65% 12,129.07 88.46%
Restated profit before share of 1,367.76 12.89% 3,293.08 20.35% 1,581.95 11.54%
profit of equity accounted
investees, exceptional items and
tax
Share of profit of equity 435.7 4.11% 9.03 0.06% 0.10 0.00%
accounted investees (net of
income tax)
Restated profit before 1,803.46 17.00% 3,302.11 20.40% 1,582.05 11.54%
exceptional items and tax
Exceptional items - 0.00% 3,061.43 18.92% - 0.00%
Restated profit before tax 1,803.46 17.00% 6,363.54 39.32% 1,582.05 11.54%
Tax expense
Current tax 407.84 3.85% 967.12 5.98% 431.80 3.15%
Deferred tax charge/ (credit) 83.17 0.78% (150.66) (0.93)% (16.11) (0.12)%
Total tax expense 491.01 4.63% 816.46 5.05% 415.69 3.03%
Restated profit for the year 1,312.45 12.37% 5,547.08 34.28% 1,166.36 8.51%

Fiscal 2023 compared to Fiscal 2022

Key Developments

• In Fiscal 2023, the prevalence and incidence of COVID-19 infections decreased which reduced the demand
for diagnostic testing. This caused a significant decrease in the revenue generated from RT-PCR tests and
other COVID-19 related tests, which adversely affected our financial performance in Fiscal 2023. In
comparison, in Fiscal 2022, we had experienced a significant demand for and consequently, generated a
significant amount of our revenue from operations from RT-PCR tests and other COVID-19 related tests.
Accordingly, our results of operations and financial condition as of and for the financial year ended March
31, 2023 may not be strictly comparable to our results of operations and financial condition as of and for the
financial year ended March 31, 2022.

Total Income. Our total income decreased by 15.28% from ₹16,183.47 million in Fiscal 2022 to ₹13,711.02
million in Fiscal 2023 primarily due to the reasons discussed below.

Revenue from operations. Our revenue from operations decreased by 16.04% from ₹16,049.11 million in Fiscal
2022 to ₹13,474.62 million in Fiscal 2023 primarily due to the decrease in COVID-19 related revenue (i.e.,

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revenue generated from RT-PCR tests and other COVID-19 related tests) on account of decline in the proportion
and frequency of COVID-19 infections. We conducted 7.90 million RT-PCR tests and other COVID-19 related
tests in Fiscal 2022 compared to 1.59 million RT-PCR tests and other COVID-19 related tests in Fiscal 2023. Our
COVID-19 related revenue decreased by 87.03% from ₹4,527.28 million in Fiscal 2022 to ₹587.36 million in
Fiscal 2023. As a percentage of revenue from operations, COVID-19 related revenue decreased from 28.21% in
Fiscal 2022 to 4.36% in Fiscal 2023. However, non-COVID-19 related revenue (i.e., revenue generated from other
than RT-PCR tests and other COVID-19 related tests, which is revenue generated our operations comprising
primarily diagnostic testing in the field of pathology and radiology) increased by 12.30% from ₹11,433.40 million
in Fiscal 2022 to ₹12,839.94 million in Fiscal 2023 primarily due to an increase in the number of non-COVID-19
patients and tests we collected and processed as well as the mix of services provided. We conducted and processed
37.48 million non-COVID-19 tests in Fiscal 2023 compared to 36.28 million non-COVID-19 tests in Fiscal 2022.
The increase in the number of non-COVID-19 patients served and tests collected and processed was primarily
driven by our overall growth, including on account of additional revenue generated from certain laboratories and
CTPs that were opened during Fiscal 2023. In addition, the mix of services sold also led to an increase in non-
COVID-19 related revenue as certain tests and packages included fewer discounted panels, and there was
increased demand for specialized tests and wellness packages, which typically enjoy better revenue realization
per patient. Further, we have also entered into a PPP agreement with the Government of Delhi.

The following table sets forth revenue by sales channel under Ind AS 115 for the year indicated:

Fiscal
Year-on-Year
2022 2023
Particulars growth
% of revenue from % of revenue from
(₹ million) (₹ million) (%)(1)
operations operations
Owned labs 12,132.76 75.60% 10,477.61 77.76% (13.64)%
Collection
3,554.06 22.14% 2,599.02 19.29% (26.87)%
centers
Franchisees 188.88 1.18% 246.92 1.83% 30.73%
Total 15,875.70 98.92% 13,323.55 98.88% (16.08)%
Note: (1) Year-on-year growth (%) – (Amount pertaining to the current financial year less corresponding amounts in the immediately
preceding financial year) divided by corresponding amounts in the immediately preceding financial year.

The following table sets forth revenue from operations by geography under Ind AS 108 for the periods indicated:

Fiscal
Year-on-Year
2022 2023
Particulars growth
% of revenue from % of revenue from
(₹ million) (₹ million) (%)(1)
operations operations
India (A) 15,384.13 95.86% 13,019.62 96.62% (15.37)%
Other countries
United Arab 378.03 2.36% 144.14 1.07% (61.87)%
Emirates
Kenya 30.53 0.19% 42.17 0.31% 38.13%
Maldives 58.77 0.37% 99.09 0.74% 68.60%
Nigeria 3.08 0.02% 4.48 0.03% 45.45%
Sri Lanka 7.60 0.05% 6.00 0.04% (21.05)%
Ethiopia 8.12 0.05% 4.68 0.03% (42.36)%
Others 5.44 0.03% 3.37 0.03% (38.05)%
Total other 491.57 3.06% 303.93 2.26% (38.17)%
countries (B)
Total (C=A+B) 15,875.70 98.92% 13,323.55 98.88% (16.08)%
Note: (1) Year-on-year growth (%) – (Amount pertaining to the current financial year less corresponding amounts in the immediately
preceding financial year) divided by corresponding amounts in the immediately preceding financial year.

In addition, other operating revenues decreased by 12.88% from ₹173.41 million in Fiscal 2022 to ₹151.07 million
in Fiscal 2023, due to a decrease in liabilities/ provisions no longer required written back by 46.49% from ₹88.43
million in Fiscal 2022 to ₹47.32 million in Fiscal 2023 primarily on account of reversal of the value added tax
liability of Agilus Diagnostics FZ LLC, Dubai in Fiscal 2022, on account of a reduction of liability which was
provided in the previous years.

Other income. Other income increased by 75.95% from ₹134.36 million in Fiscal 2022 to ₹236.4 million in Fiscal
2023, primarily due to an increase in interest income earned on bank deposits by 43.56% from ₹96.02 million in
Fiscal 2022 to ₹137.85 million in Fiscal 2023 on account of increase in term deposits. We also had a gain on

336
disposal of property, plant and equipment (net) of ₹32.95 million in Fiscal 2023 compared to nil in Fiscal 2022
primarily on account of sale of certain outdated medical equipment. In addition, we also had a gain on termination
of lease of ₹18.25 million in Fiscal 2023 compared to nil in Fiscal 2022 due to closure of certain laboratories
primarily involved in providing RT-PCR and other COVID-19 tests.

Expenses. Total expenses decreased by 5.90% from ₹12,890.39 million in Fiscal 2022 to ₹12,129.07 million in
Fiscal 2023.

Cost of materials consumed. Cost of materials consumed decreased by 20.83% from ₹3,991.36 million in Fiscal
2022 to ₹3,159.79 million in Fiscal 2023. This decrease was on account of expenses incurred to purchase lesser
volumes of raw materials in line with the decrease in RT-PCR tests and other COVID-19 related tests.

Cost of tests outsourced. Cost of tests outsourced increased by 16.66% from ₹145.53 million in Fiscal 2022 to
₹169.78 million in Fiscal 2023 primarily on account of increase in specialized testing, such as genomics related
testing.

Employee benefits expense. Employee benefits expense marginally increased by 0.20% from ₹3,072.57 million in
Fiscal 2022 to ₹3,078.82 million in Fiscal 2023 primarily on account of annual increments. Contribution to
provident and other funds increased by 9.17% from ₹166.47 million in Fiscal 2022 to ₹181.74 million in Fiscal
2023.

Finance costs. Finance costs marginally decreased by 1.98% from ₹157.64 million in Fiscal 2022 to ₹154.51
million in Fiscal 2023 primarily due to a decrease in bank charges by 35.83% from ₹34.86 million in Fiscal 2022
to ₹22.37 million in Fiscal 2023 primarily on account of a decrease in walk-in patients and home collection
services who majorly pay through cards and other digital modes, due to a decrease in the number of COVID-19
cases. This decrease was offset by an increase in interest expense on lease liability by 10.77% from ₹80.02 million
in Fiscal 2022 to ₹88.64 million in Fiscal 2023 primarily on account of opening of new laboratories in Fiscal
2023.

Depreciation and amortisation expense. Depreciation and amortisation expense increased by 10.83% from
₹802.77 million in Fiscal 2022 to ₹889.70 million in Fiscal 2023 primarily on account of an increase in
amortisation of intangible assets by 77.41% from ₹152.86 million in Fiscal 2022 to ₹271.19 million in Fiscal 2023
primarily on account of increase in non-compete agreements with pathologists and doctors, which also includes
use of their registered trademarks. This increase was offset by a decrease in depreciation of property, plant and
equipment by 15.83% from ₹387.12 million in Fiscal 2022 to ₹325.85 million in Fiscal 2023 primarily on account
of disposal of certain outdated medical equipment.

Other expenses. Other expenses decreased by 0.93% from ₹4,720.52 million in Fiscal 2022 to ₹4,676.47 million
in Fiscal 2023 primarily due to the following reasons.

• Fees to collection centers decreased by 7.51% from ₹1,232.98 million in Fiscal 2022 to ₹1,140.39 million in
Fiscal 2023 primarily due to a decrease in overall revenue.

• Legal and professional decreased by 14.82% from ₹246.35 million in Fiscal 2022 to ₹209.85 million in Fiscal
2023 primarily due to decrease in contract staff, who were hired to manage COVID-19 related tests in Fiscal
2022, on account of decrease in COVID-19 related testing in Fiscal 2023.

• Advertisement and sales promotion charges decreased by 7.65% from ₹545.03 million in Fiscal 2022 to
₹503.36 million in Fiscal 2023 primarily due to a decrease in advertisements and marketing costs in Fiscal
2023 compared to Fiscal 2022 where higher spends on advertisements and marketing costs were incurred to
focus more and re-build our non-COVID-19 related business since COVID-19 testing started declining in the
latter half of Fiscal 2022.

• This decrease was marginally offset by an increase in expected credit loss allowance by 87.66% from ₹76.55
million in Fiscal 2022 to ₹143.65 million in Fiscal 2023 and increase in rent and hire charges, in relation to
our owned laboratories and PSCs, by 9.51% from ₹279.35 million in Fiscal 2022 to ₹305.92 million in Fiscal
2023 primarily due to opening of new laboratories.

Restated profit before exceptional items and tax. For the various reasons discussed above, our restated profit
before exceptional items and tax decreased by 52.09% from ₹3,302.11 million in Fiscal 2022 to ₹1,582.05 million
in Fiscal 2023. The share of profit of equity accounted investees (net of income tax) decreased by 98.89% from

337
₹9.03 million in Fiscal 2022 to ₹0.10 million in Fiscal 2023 primarily due to the acquisition of the remaining
equity shareholding in DDRC Agilus Pathlabs Limited from the joint venture partner (see “- Results of Operations
- Fiscal 2022 compared to Fiscal 2021 – Key Developments” on page 335).

Restated profit before tax. For the various reasons discussed above, our restated profit before tax decreased by
75.14% from ₹6,363.54 million in Fiscal 2022 to ₹1,582.05 million in Fiscal 2023. In Fiscal 2022, we had an
exceptional item of ₹3,061.43 million (compared to nil in Fiscal 2023) which was in relation to the acquisition of
the remaining equity shareholding in DDRC Agilus Pathlabs Limited from the joint venture partner (see “- Results
of Operations - Fiscal 2022 compared to Fiscal 2021 – Key Developments” on page 335).

Tax expenses. Total tax expenses decreased by 49.09% from ₹816.46 million in Fiscal 2022 to ₹415.69 million
in Fiscal 2023. Current tax decreased by 55.35% from ₹967.12 million in Fiscal 2022 to ₹431.80 million in Fiscal
2023 primarily on account of decreased profits before tax in Fiscal 2023. Deferred tax credit decreased by 89.31%
from ₹150.66 million in Fiscal 2022 to ₹16.11 million in Fiscal 2023 primarily due to reversal of deferred tax
liability amounting to ₹98.28 million in Fiscal 2022 which was created in Fiscal 2021 towards interim dividend
of ₹390.48 million declared by Agilus Pathlabs Private Limited (see “- Results of Operations - Fiscal 2022
compared to Fiscal 2021 – Key Developments” on page 335).

Restated profit for the year. For the various reasons discussed above, our restated profit for the year decreased by
78.97% from ₹5,547.08 million in Fiscal 2022 to ₹1,166.36 million in Fiscal [Link] 2022 compared to Fiscal
2021

Key Developments

• During Fiscal 2022, our Company acquired the remaining 50% equity shareholding in DDRC Agilus Pathlabs
Limited (in which our Company’s wholly owned subsidiary, Agilus Diagnostics Private Limited, had already
held the 50% equity shareholding) from the joint venture partner resulting in the said entity becoming a
wholly owned subsidiary of our Company with effect from April 5, 2021. As a result, our financial statements
for Fiscal 2022 reflect 100% equity shareholding of DDRC Agilus Pathlabs Limited for the period from April
5, 2021 to March 31, 2022, while our financial statements for Fiscal 2021 only reflect 50% equity
shareholding of DDRC Agilus Pathlabs Limited. Accordingly, our results of operations and financial
condition as of and for the financial year ended March 31, 2022 may not be strictly comparable to our results
of operations and financial condition as of and for the financial year ended March 31, 2021.

• The COVID-19 pandemic led to an increase in RT-PCR tests, which in turn led to an increased demand for
COVID-19 related high-end diagnostics services. In order to address such increased diagnostics requirements,
we increased our testing capacity, opened more test centers and wellness centers, expanded our home
specimen collection services and added more CTPs in Fiscals 2021 and 2022. In particular, in the first quarter
of Fiscal 2022, on account of the second wave of COVID-19 in India and the Omicron variant in the fourth
quarter of Fiscal 2022 in India, we had experienced a significant increase RT-PCR tests and other COVID-
19 related tests.

Total Income. Our total income significantly increased by 52.57% from ₹10,606.94 million in Fiscal 2021 to
₹16,183.47 million in Fiscal 2022 primarily due to the reasons discussed below.

Revenue from operations. Our revenue from operations significantly increased by 55.05% from ₹10,350.73
million in Fiscal 2021 to ₹16,049.11 million in Fiscal 2022 primarily due to acquisition of the remaining equity
shareholding in DDRC Agilus Pathlabs Limited and increase in demand for diagnostic tests due to the COVID-
19 pandemic. We conducted 7.90 million RT-PCR tests and other COVID-19 related tests in Fiscal 2022
compared to 2.95 million RT-PCR tests and other COVID-19 related tests in Fiscal 2021. Our COVID-19 related
revenue (i.e., revenue generated from RT-PCR tests and other COVID-19 related tests) increased by 39.77% from
₹3,239.18 million in Fiscal 2021 to ₹4,527.28 million in Fiscal 2022. As a percentage of revenue from operations,
COVID-19 related revenue increased from 31.29% in Fiscal 2021 to 28.21% in Fiscal 2022. Further, our non-
COVID-19 related revenue (i.e., revenue generated from other than RT-PCR tests and other COVID-19 related
tests, which is revenue generated our operations comprising primarily diagnostic testing in the field of pathology
and radiology) also increased by 62.13% from ₹7,051.84 million in Fiscal 2021 to ₹11,433.40 million in Fiscal
2022. We conducted and processed 36.28 million non-COVID-19 tests in Fiscal 2022 compared to 20.58 million
non-COVID-19 tests in Fiscal 2021.

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The following table sets forth revenue by sales channel under Ind AS 115 for the year indicated:

Fiscal
Year-on-Year
2021 2022
Particulars growth
% of revenue from % of revenue from
(₹ million) (₹ million) (%)(1)
operations operations
Owned labs 7,630.39 73.72% 12,132.76 75.60% 59.01%
Collection 2,441.12 23.58% 45.59%
3,554.06 22.14%
centers
Franchisees 140.28 1.36% 188.88 1.18% 34.64%
Total 10,211.79 98.66% 15,875.70 98.92% 55.46%
Note: (1) Year-on-year growth (%) – (Amount pertaining to the current financial year less corresponding amounts in the immediately
preceding financial year) divided by corresponding amounts in the immediately preceding financial year.

The following table sets forth revenue from operations by geography under Ind AS 108 for the periods indicated:

Fiscal
Year-on-Year
2021 2022
Particulars growth
% of revenue from % of revenue from
(₹ million) (₹ million) (%)(1)
operations operations
India (A) 10,001.96 96.63% 15,384.13 95.86% 53.81%
Other countries
United Arab 154.68 1.49% 378.03 2.36% 144.39%
Emirates
Kenya 16.92 0.16% 30.53 0.19% 80.44%
Maldives 12.89 0.12% 58.77 0.37% 355.94%
Nigeria 9.93 0.10% 3.08 0.02% (69.00)%
Sri Lanka 7.09 0.07% 7.60 0.05% 7.19%
Ethiopia 4.80 0.05% 8.12 0.05% 69.17%
Others 3.52 0.03% 5.44 0.03% 54.54%
Total other 209.83 2.03% 491.57 3.06% 134.27%
countries (B)
Total (C=A+B) 10,211.79 98.66% 15,875.70 98.92% 55.46%
Note: (1) Year-on-year growth (%) – (Amount pertaining to the current financial year less corresponding amounts in the immediately
preceding financial year) divided by corresponding amounts in the immediately preceding financial year.

In addition, other operating revenues increased by 24.81% from ₹138.94 million in Fiscal 2021 to ₹173.41 million
in Fiscal 2022 primarily due to an increase in liabilities/ provisions no longer required written back by 78.72%
from ₹49.48 million in Fiscal 2021 to ₹88.43 million in Fiscal 2022 primarily on account of the reversal of value
added tax liability of Agilus Diagnostics FZ LLC, Dubai in Fiscal 2022 due to a reduction of liability which was
provided in the previous years.

Other income. Other income significantly decreased by 47.56% from ₹256.21 million in Fiscal 2021 to ₹134.36
million in Fiscal 2022, primarily due to a decrease in interest income earned on financial assets measured at
amortised cost loans to fellow subsidiaries by 88.96% from ₹124.09 million in Fiscal 2021 to ₹13.70 million in
Fiscal 2022 on account of the prepayment of an outstanding loan amounting to ₹1,071.70 million from Fortis
Hospitals Limited,, Escorts Heart Institute and Research Limited and Hiranandani Healthcare Private Limited and
on account of the acquisition of the remaining equity shareholding in DDRC Agilus Pathlabs Limited and a
decrease in miscellaneous income by 85.82% from ₹19.39 million in Fiscal 2021 to ₹2.75 million in Fiscal 2022.
This decrease was marginally offset by an increase in exchange differences (net) of ₹11.06 million in Fiscal 2022
compared to nil in Fiscal 2021 on account of favourable exchange rate movement.

Expenses. Total expenses significantly increased by 39.52% from ₹9,239.18 million in Fiscal 2021 to ₹12,890.39
million in Fiscal 2022 in line with the increase in our revenue from operations, which increased by 55.05% from
Fiscal 2021 to Fiscal 2022, and primarily on account of the acquisition of the remaining equity shareholding in
DDRC Agilus Pathlabs Limited.

Cost of materials consumed. Cost of materials consumed increased by 38.77% from ₹2,876.20 million in Fiscal
2021 to ₹3,991.36 million in Fiscal 2022. This increase was on account of expenses incurred to purchase higher
volumes of raw materials in line with the increase in RT-PCR tests and other COVID-19 related tests.

Cost of tests outsourced. Cost of tests outsourced increased by 20.03% from ₹121.24 million in Fiscal 2021 to
₹145.53 million in Fiscal 2022 primarily due to increase in specialized testing.

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Employee benefits expense. Employee benefits expense increased by 26.19% from ₹2,434.95 million in Fiscal
2021 to ₹3,072.57 million in Fiscal 2022 primarily on account of increase in the number of doctors and employees
as well as annual increments. Salaries and wages increased by 25.40% from ₹2,247.43 million in Fiscal 2021 to
₹2,818.36 million in Fiscal 2022. Contribution to provident and other funds increased by 28.52% from ₹129.53
million in Fiscal 2021 to ₹166.47 million in Fiscal 2022.

Finance costs. Finance costs increased by 33.67% from ₹117.93 million in Fiscal 2021 to ₹157.64 million in
Fiscal 2022 primarily due to an increase in interest expense on lease liability by 26.96% from ₹63.03 million in
Fiscal 2021 to ₹80.02 million in Fiscal 2022 on account of the acquisition of the remaining equity shareholding
in DDRC Agilus Pathlabs Limited. We also incurred interest expense on deferred purchase consideration/liability
towards intangibles of ₹13.06 million in Fiscal 2022 compared to nil in Fiscal 2021 on account of the acquisition
of the remaining equity shareholding in DDRC Agilus Pathlabs Limited.

Depreciation and amortisation expense. Depreciation and amortisation expense significantly increased by 54.19%
from ₹520.65 million in Fiscal 2021 to ₹802.77 million in Fiscal 2022. Depreciation of property, plant and
equipment increased by 57.49% from ₹245.81 million in Fiscal 2021 to ₹387.12 million in Fiscal 2022.
Depreciation of right of use asset also increased by 27.00% from ₹206.92 million in Fiscal 2021 to ₹262.79 million
in Fiscal 2022 and amortisation of intangible assets also increased by 125.06% from ₹67.92 million in Fiscal 2021
to ₹152.86 million in Fiscal 2022. This increase was primarily on account of the line-by-line consolidation of
DDRC Agilus Pathlabs Limited post the acquisition, which resulted due to DDRC Agilus Diagnostics Limited
becoming a wholly owned Subsidiary of our Company.

Other expenses. Other expenses significantly increased by 49.00% from ₹3,168.21 million in Fiscal 2021 to
₹4,720.52 million in Fiscal 2022 primarily due to the following reasons.

• Fees to collection centers significantly increased by 78.63% from ₹690.23 million in Fiscal 2021 to ₹1,232.98
million in Fiscal 2022 primarily due to an increase in collection centers operated by franchisees and growth
in our overall revenue.

• Professional fees to doctors increased by 41.78% from ₹689.25 million in Fiscal 2021 to ₹977.21 million in
Fiscal 2022 primarily due to lower payout (in terms of the variable fee component) on account of lower
revenues in Fiscal 2021 attributable to the impact of the COVID-19 pandemic.

• Advertisement and sales promotion charges increased by 87.37% from ₹290.89 million in Fiscal 2021 to
₹545.03 million in Fiscal 2022 primarily due to the line-by-line consolidation of DDRC Agilus Pathlabs
Limited post the acquisition, which resulted in DDRC Agilus Pathlabs Limited becoming a wholly owned
Subsidiary of our Company, as well as increase in advertisements and marketing particularly in relation to
our home collection services.

• Rent and hire charges increased by 92.36% from ₹145.22 million in Fiscal 2021 to ₹279.35 million in Fiscal
2022 primarily due to the line-by-line consolidation of DDRC Agilus Pathlabs Limited post the acquisition,
which resulted in DDRC Agilus Pathlabs Limited becoming a wholly owned Subsidiary of our Company.

• Power and fuel increased by 30.40% from ₹150.34 million in Fiscal 2021 to ₹196.04 million in Fiscal 2022
primarily due to line-by-line consolidation of DDRC Agilus Pathlabs Limited post the acquisition, which
resulted in DDRC Agilus Pathlabs Limited becoming a wholly owned Subsidiary of our Company.

• Repairs and maintenance of plant and machinery increased by 39.25% from ₹142.55 million in Fiscal 2021
to ₹198.50 million in Fiscal 2022 primarily due to line-by-line consolidation of DDRC Agilus Pathlabs
Limited post the acquisition, which resulted in DDRC Agilus Pathlabs Limited becoming a wholly owned
Subsidiary of our Company as well as on account of re-negotiation with certain vendors for Fiscal 2021.

Restated profit before exceptional items and tax. For the various reasons discussed above, our restated profit
before exceptional items and tax significantly increased by 83.10% from ₹1,803.46 million in Fiscal 2021 to
₹3,302.11 million in Fiscal 2022. The share of profit of equity accounted investees (net of income tax)
significantly decreased by 97.93% from ₹435.70 million in Fiscal 2021 to ₹9.03 million in Fiscal 2022 primarily
due to DDRC Agilus Pathlabs Limited being accounted as a wholly owned subsidiary with effect from April 5,
2021 on account of the acquisition of the remaining equity shareholding in DDRC Agilus Pathlabs Limited.

Restated profit before tax. For the various reasons discussed above, our restated profit before tax increased by
252.85% from ₹1,803.46 million in Fiscal 2021 to ₹6,363.54 million in Fiscal 2022. In Fiscal 2022, we had an

340
exceptional item of ₹3,061.43 million (compared to nil in Fiscal 2021) which was in relation to the acquisition of
the remaining equity shareholding in DDRC Agilus Pathlabs Limited from the joint venture partner.

Tax expenses. Total tax expenses increased by 66.28% from ₹491.01 million in Fiscal 2021 to ₹816.46 million
in Fiscal 2022. Current tax increased by 137.13% from ₹407.84 million in Fiscal 2021 to ₹967.12 million in Fiscal
2022 primarily on account of increased profits before tax in Fiscal 2022. In Fiscal 2022 we had a deferred tax
credit of ₹150.66 million (compared to a deferred tax charge ₹83.17 million in Fiscal 2021) due to the reversal of
deferred tax liability amounting to ₹98.28 million in Fiscal 2022 which was created in Fiscal 2021 towards interim
dividend of ₹390.48 million declared by Agilus Pathlabs Private Limited.

Restated profit for the year. For the various reasons discussed above, our restated profit for the year increased by
322.65% from ₹1,312.45 million in Fiscal 2021 to ₹5,547.08 million in Fiscal 2022.

Liquidity and Capital Resources

Our primary liquidity requirements have been for financing our capital expenditure, working capital and
repayment of various loans. In recent periods, we have met these requirements through cash flows from operations,
as well as loans. As of March 31, 2023, we had ₹1,137.44 million in cash and cash equivalents. We believe that,
after taking into account the expected cash to be generated from operations and our borrowings, we will have
sufficient liquidity for our present requirements and anticipated requirements for capital expenditure, working
capital, interest obligations and other operating needs under our current business plans for the next 12 months.
We continue to assess our liquidity requirements depending on business growth and market developments and
take appropriate actions to manage the liquidity through various sources, internal and external.

Cash Flows

The following table sets forth our cash flows for the periods indicated:

Fiscal
2021 2022 2023
(₹ million)
Net cash generated from operating activities 1,766.21 2,948.50 1,911.35
Net cash generated from/ (used in) investing activities 374.65 (3,983.65) (1,071.98)
Net cash used in financing activities (263.94) (335.14) (741.66)
Net increase/(decrease) in cash and cash equivalents 1,876.92 (1,370.29) 97.71
Cash and cash equivalents at the end of the year 2,266.16 1,035.78 1,137.44

Operating Activities

Net cash generated from operating activities was ₹1,911.35 million in Fiscal 2023. Our restated profit before tax
was ₹1,582.05 million in Fiscal 2023, which was primarily adjusted for depreciation and amortization expense of
₹889.70 million, finance costs of ₹154.51 million, loss allowance for trade receivables of ₹143.65 million,
liabilities/provisions no longer required written back of ₹(47.32) million and interest income of ₹(154.26) million.
Our operating profit before changes in assets and liabilities was ₹2,510.99 million in Fiscal 2023 and adjustments
for changes in assets and liabilities primarily comprised increase in trade payables of ₹124.38 million and increase
in other liabilities of ₹35.59 million, primarily offset by an increase in trade receivables of ₹65.12 million, increase
in loans and other financial assets of ₹45.27 million and increase in inventories of ₹41.80 million. Cash generated
from operations amounted to ₹2,463.89 million and direct taxes paid (net) was ₹552.54 million.

Net cash generated from operating activities was ₹2,948.50 million in Fiscal 2022. Our restated profit before tax
was ₹6,363.54 million in Fiscal 2022, which was primarily adjusted for exceptional items of ₹(3,061.43) million
in relation to the acquisition of the remaining equity shareholding in DDRC Agilus Pathlabs Limited from the
joint venture partner, depreciation and amortisation expense of ₹802.77 million and finance costs of ₹157.64
million. Our operating profit before changes in assets and liabilities was ₹4,126.11 million in Fiscal 2022 and
adjustments for changes in assets and liabilities primarily comprised increase in other financial liabilities of
₹101.37 million and increase in trade payables of ₹58.61 million, primarily offset by an increase in inventories of
₹112.26 million, decrease in other liabilities of ₹68.06 million, increase in trade receivables of ₹50.03 million and
increase in loans and other financial assets of ₹33.29 million. Cash generated from operations amounted to
₹4,007.83 million and direct taxes paid (net) was ₹1,059.33 million.

Net cash generated from operating activities was ₹1,766.21 million in Fiscal 2021. Our restated profit before tax
was ₹1,803.46 million in Fiscal 2021, which was primarily adjusted for depreciation and amortization expense of

341
₹520.65 million, share of profit of equity accounted investees (net of income tax) of ₹(435.70) million, loss
allowance for trade receivables of ₹142.67 million, finance costs of ₹117.93 million and liabilities/provisions no
longer required written back of ₹(49.48) million. Our operating profit before changes in assets and liabilities was
₹1,860.00 million in Fiscal 2021 and adjustments for changes in assets and liabilities primarily comprised increase
in trade payables of ₹263.00 million and decrease in loans and other financial assets of ₹242.97 million, primarily
offset by an increase in trade receivables of ₹120.88 million and increase in inventories of ₹70.23 million. Cash
generated from operations amounted to ₹2,217.51 million and direct taxes paid (net) was ₹451.30 million.

Investing Activities

Net cash used in investing activities was ₹1,071.98 million in Fiscal 2023 primarily on account of fixed deposits
made during the year of ₹6,493.47 million, payments for purchase of property, plant and equipment and intangible
assets of ₹1,466.60 million and purchase of current investment of ₹1,209.94 million. This was significantly offset
by fixed deposits matured during the year of ₹6,949.93 million and proceeds from sale of current investment of
₹1,217.34 million.

Net cash used in investing activities was ₹3,983.65 million in Fiscal 2022 primarily on account of fixed deposits
made during the year of ₹5,166.52 million, investment in subsidiary of ₹3,375.00 million and payments for
purchase of property, plant and equipment and intangible assets of ₹629.03 million. This was significantly offset
by fixed deposits matured during the year of ₹3,865.85 million and repayment of loan given to fellow subsidiaries
of ₹1,071.70 million.

Net cash generated from investing activities was ₹374.65 million in Fiscal 2021 primarily on account of fixed
deposits matured during the year of ₹1,917.53 million, dividend from joint venture of ₹280.00 million and interest
received of ₹229.78 million. This was significantly offset by fixed deposits made during the year of ₹1,698.72
million and payments for purchase of property, plant and equipment and intangible assets of ₹372.41 million.

Financing Activities

Net cash used in financing activities was ₹741.66 million in Fiscal 2023, on account of dividend paid of ₹372.52
million, principal payment of lease liabilities of ₹256.29 million, interest paid on lease liabilities of ₹88.64 million
and finance cost paid of ₹29.89 million.

Net cash used in financing activities was ₹335.14 million in Fiscal 2022, on account of principal payment of lease
liabilities of ₹225.75 million, interest paid on lease liabilities of ₹80.02 million and finance cost paid of ₹39.30
million.

Net cash used in financing activities was ₹263.94 million in Fiscal 2021, on account of principal payment of lease
liabilities of ₹185.15 million, interest paid on lease liabilities of ₹63.03 million and finance cost paid of ₹27.12
million.

Capital Expenditures

Capital expenditures consist of primarily fixed assets of property, plant and equipment primarily comprising
laboratory equipment, medical plant and equipment, furniture and fixtures, leasehold improvements, vehicles and
computers. We intend to continue expand our diagnostics laboratory network, which may lead us to incur further
capital expenditure. The following table sets forth details of our capital expenditure for the years indicated:

As of and for the financial year ended March 31,

Particulars 2021 2022 2023
(₹ million)
Non-current Assets
Property, plant and equipment 2,611.26 2,943.07 3,110.93
Capital work-in progress 11.14 21.20 13.32
Other intangible assets 182.45 3,067.77 4,105.46
Cash flows from investing activities
Payments for purchase of property, plant and equipment and
372.41 629.03 1,466.60
intangible assets

For further information, see “Financial Statements - Restated Consolidated Financial Information” on page 241.

Indebtedness

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As of March 31, 2023, a brief summary of our aggregate outstanding borrowings on a consolidated basis is set
forth below:

Category of borrowing Outstanding amount as on March 31, 2023

Non-Current
Secured (A)
Term Loans
Vehicle Loans
From banks 25.43
From financial institutions 1.72
Less: Interest accrued but not due on borrowings (0.18)
Less: Current maturities classified as current borrowings (9.33)
Unsecured (B)
Term Loan
From related parties – fellow Subsidiary* 1.32
Total (A) 18.96
Current
Current maturities of non-current borrowings 9.33
Total (B) 9.33
Total (A+B) 28.29
*We obtained interest free loan without any fixed payment term from Medical Management Company Limited.

Our debt to equity ratio was nil as of March 31, 2023. For further information on our indebtedness, see “Financial
Indebtedness” on page 350

Contractual Obligations, Contingent Liabilities and Commitments

Contractual Obligations

The following table sets forth the remaining contractual maturity for our non-derivative financial liabilities as of
March 31, 2023:

As of March 31, 2023

Carrying
0 - 1 year Beyond 1 year Total Amount
Amount
(₹ million)
Non-Interest Bearing Instruments
Borrowings - 1.32 1.32 1.32
Lease liabilities (non-current) - 990.10 990.10 812.86
Payable on purchase of plant and - 212.41 212.41 192.58
equipment (non-current)
Lease liabilities - current 329.22 - 329.22 252.96
Trade payables 1,394.72 - 1,394.72 1,394.72
Deposit from customers 166.34 - 166.34 166.34
Employee benefits payable 176.12 - 176.12 176.12
Payable on purchase of plant and 272.15 - 272.15 262.20
equipment - current
Deferred/Contingent purchase 82.68 - 82.68 82.68
consideration
Liability against indemnification 7.47 - 7.47 7.47
Payable to related parties 0.87 - 0.87 0.87
Fixed Interest Bearing Instruments
Borrowings (including interest 11.16 19.25 30.41 27.15
accrued)
Total 2,440.73 1,223.08 3,663.81 3,377.27

For further information, see “Restated Consolidated Financial Information – Note 45C: Financial risk
management objectives and Policies” on page 292.

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Contingent Liabilities

The following sets forth the principal components of our contingent liabilities as per Ind AS 37 – Provisions,
Contingent Liabilities and Contingent Assets, as of March 31, 2023:

(a) Claims against the Group, disputed by the Group, not acknowledged as debt:

As of March 31, 2023

(₹ million)
Income tax 2,712.63
Medical related 560.82
Service tax 96.59
Others 41.75
Total 3,411.79

(b) Further, refer claims assessed as contingent liability are described in Notes 56, 57 and 58 of the Restated
Consolidated Financial Information.

(c) The Group has received a claim of ₹93.50 million from an ex-employee alleging certain dues payable by the
Group to him in respect to his variable pay, provident fund and ESOPs. The ex-employee has also filed a
similar claim of ₹192.30 million on Fortis. Subsequently, the claimant has filed a petition with National
Company Law Tribunal (NCLT) and revised his claim amount to ₹363.78 million. The Group has filed the
response to the petition on merits submitting that the Petition is not maintainable either under facts or law.
The matter is currently pending with National Company Law Tribunal.

(d) On February 28, 2019, a judgment of the Supreme Court of India interpreting certain statutory defined
contribution obligations of employees and employers (the India Defined Contribution Obligation) altered
historical understandings of such obligations, extending them to cover additional portions of the employee's
income to measure obligations under employees Provident Fund Act, 1952. There are numerous interpretative
issues relating to this judgement as to how the liability should be calculated, including the period of
assessment, the application with respect to certain current and former employees and whether interest and
penalties may be assessed. As such, the Group has been legally advised not to consider that there is any
probable obligations for periods prior to date of aforesaid judgment.

(e) Further, Note 53 of the Restated Consolidated Financial Information for contingent liabilities relates to joint
venture.

Additionally, the Group is involved in other disputes, lawsuits, claims, governmental and/or regulatory
inspections, inquiries, investigations and proceedings, including commercial matters that arise from time to
time in the ordinary course of business.

The Group believes that none of the above matters either individually or in aggregate, are expected to have a
material adverse effect on its financial statements. The cash flows in respect of above matters are determinable
only on receipt of judgements/decisions pending at various stages/forums.
For further information, see “Restated Consolidated Financial Information – Note 42 Contingent Liabilities” on
page 288.

Commitments

The following table sets forth our commitments as of March 31, 2023:

As of March 31, 2023

(₹ million)
Commitments for the acquisition of property, plant and equipment 70.07
Lease commitments 217.56
Total commitments 287.63
Notes:

(1)
The Group has other commitments, for purchase/sales orders which are issued after considering requirements per operating cycle for
purchase / sale of services, employee’s benefits. The Group does not have any long term commitments or material non-cancellable contractual
commitments/ contracts.

(2)
The Group has lease contracts that have been committed but not yet commenced as at March 31, 2023. The future lease payments for these
non-cancellable lease contracts amounting to ₹217.56 million is payable within next seven years.

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For further information, see “Restated Consolidated Financial Information – Note 41 Commitments” on page 288.

Non-GAAP Measures

EBITDA, EBITDA Margin, Adjusted EBITDA, Adjusted EBITDA Margin, PAT Margin, Return on Equity,
Return on Capital Employed, Net Asset Value per Equity Share, Net Worth and other non-GAAP measures,
(together, “Non-GAAP Measures”), presented in this Draft Red Herring Prospectus is a supplemental measure
of our performance and liquidity that is not required by, or presented in accordance with, Ind AS, Indian GAAP,
IFRS or US GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or
liquidity under Ind AS, Indian GAAP, IFRS or US GAAP and should not be considered in isolation or construed
as an alternative to cash flows, profit for the years 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, Indian GAAP, IFRS or US GAAP. In addition, such Non-GAAP
Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between
companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us,
limiting its usefulness as a comparative measure. Although such Non-GAAP 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.

Reconciliation for the following non-GAAP financial measures included in this Draft Red Herring Prospectus are
set out below for the years indicated:

Reconciliation for EBITDA

Fiscal
Particulars 2021 2022 2023
(₹ million)
Restated profit for the year (A) 1,312.45 5,547.08 1,166.36
Total tax expense (B) 491.01 816.46 415.69
Finance costs (C) 117.93 157.64 154.51
Depreciation and amortization expense (D) 520.65 802.77 889.70
EBITDA (G=A+B+C+D) 2,442.04 7,323.95 2,626.26

Reconciliation for Adjusted EBITDA

Fiscal
Particulars 2021 2022 2023
(₹ million)
EBITDA (A) 2,442.04 7,323.95 2,626.26
Exceptional items (B) - (3,061.43) -
Adjusted EBITDA (C=A-B) 2,442.04 4,262.52 2,626.26

Reconciliation for EBITDA Margin

Fiscal
Particulars 2021 2022 2023
(₹ million)
EBITDA (A) 2,442.04 7,323.95 2,626.26
Revenue from operations (B) 10,350.73 16,049.11 13,474.62
EBITDA Margin (C=A/B) (%) 23.59% 45.63% 19.49%

Reconciliation for Adjusted EBITDA Margin

Fiscal
Particulars 2021 2022 2023
(₹ million)
Adjusted EBITDA (A) 2,442.04 4,262.52 2,626.26
Revenue from operations (B) 10,350.73 16,049.11 13,474.62
Adjusted EBITDA Margin (C=A/B) (%) 23.59% 26.56% 19.49%

Reconciliation for PAT Margin

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 Fiscal
Particulars 2021 2022 2023
(₹ million)
Restated profit for the year (A) 1,312.45 5,547.08 1,166.36
Total income (B) 10,350.73 16,049.11 13,474.62
PAT Margin (C=A/B) (%) 12.68% 34.56% 8.66%

Reconciliation for Return on Equity

Fiscal
Particulars 2021 2022 2023
(₹ million)
Restated profit for the year (A) 1,312.45 5,547.08 1,166.36
Closing equity (B) 13,113.82 18,661.54 19,455.77
Opening equity (C) 11,805.31 13,113.82 18,661.54
Average equity (D=(B+C)/2) 12,459.56 15,887.68 19,058.66
Return on Equity (E=A/D) (%) 10.53% 34.91% 6.12%

Reconciliation for Return on Capital Employed

Fiscal
Particulars 2021 2022 2023
(₹ million)
Restated profit before tax (A) 1,803.46 6,363.54 1,582.05
Finance costs (B) 117.93 157.64 154.51
Earnings before Interest and Tax (C=A+B) 1,921.39 6,521.18 1,736.56
Total equity (D) 13,113.82 18,661.54 19,455.77
Goodwill (E) (4,191.78) (8,329.84) (8,507.65)
Other intangible assets (F) (182.45) (3,067.77) (4,105.46)
Tangible Net Worth (G=D-E-F) 8,739.59 7,263.93 6,842.66
Borrowings (Current) (H) 2.83 6.39 9.33
Borrowings (Non - Current) (I) 9.70 16.12 18.96
Lease liabilities (Current) (J) 172.67 243.61 252.96
Lease liabilities (Non-Current) (K) 397.06 667.07 812.86
Deferred tax liabilities (L) - 688.30 672.42
Capital Employed (M=G+H+I+J+K+L) 9,321.85 8,885.42 8,609.19
Return on Capital employed (O=C/M) (%) 20.61% 73.39% 20.17%

Reconciliation for Net Worth

Fiscal
Particulars 2021 2022 2023
(₹ million)
Equity Share capital (A) 784.26 784.26 784.26
Other equity (B) 12,329.56 17,877.28 18,671.51
Capital reserve* (C) (1,418.11) (1,418.11) (1,418.11)
Net Worth (D=A+B-C) 11,695.71 17,243.43 18,037.66
*
Capital reserve has been excluded when computing net worth since these were not created out of the profits.

Reconciliation for Net Asset Value per Equity Share

Fiscal
Particulars 2021 2022 2023
(₹ million)
Net Worth (A) 11,695.71 17,243.43 18,037.66
Weighted average number of equity shares
outstanding during the year (B) 78,425,542 78,425,542 78,425,542
Net Asset Value per Equity Share (C=A/B) 149.13 219.87 230.00

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that we believe have or are reasonably likely to have a current
or future material effect on our financial condition, change in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.

Related Party Transactions

We enter into various transactions with related parties in the ordinary course of business. These transactions
principally include costs of tests outsourced, purchase of reagents and consumables, remuneration to Key
Managerial Personnel and sale of property, plant and equipment. For further information relating to our related
party transactions, see “Restated Consolidated Financial Information – Note 39 Related Party Transactions” on
page 279.

Auditor’s Observation

Our Statutory Auditors in their examination report to the Restated Consolidated Financial Information and their
auditor’s reports on the audited financial statements as of and for the years ended March 31, 2021, 2022 and 2023
have included certain emphasis of matters and audit qualifications. For further information, see “Risk Factors -
Our Statutory Auditors have included certain emphasis of matters, audit qualifications and matters prescribed
under the Companies (Auditor’s Report) Order, 2020 and Companies (Auditor’s Report) Order, 2016 in the audit
reports of our Company” and “Restated Consolidated Financial Information” on pages 58 and 241.

Quantitative and Qualitative Disclosures about Market Risk

Our business activities expose us to a variety of financial risks, namely, credit risk, market risk and liquidity risk.
Our Board of Directors manages our financial risks through internal risk reports which analyze exposure by the
magnitude of risk.

Credit Risk

Credit risk is the risk of financial loss to us if a customer or counterparty to a financial instrument fails to meet its
contractual obligations and arises principally from our receivables from customers. An impairment analysis is
performed at each reporting date on an individual basis for major customers. We hold certain amounts as collateral
in form of security deposits against certain class of receivables (primarily including receivables from collection
centers). In monitoring customer credit risk, customers are grouped according to their credit characteristics,
including whether they are a direct client, collection center, franchisee, government agency, history of business
with the Company and existence of previous financial difficulties.

For further information on our credit risk, see “Restated Consolidated Financial Information – Note 45C Financial
risk management objectives and Policies” on page 292.

Market Risk

Market risk is the risk of loss of future earnings, risk of loss due to change in interest rates, fair values or future
cash flows that may result from a change in the price of financial instrument. The value of a financial instrument
may change as a result of changes in the interest rates, foreign currency exchange rates, and other market changes
that affect market risk sensitive instruments.

Foreign currency risk

We have limited exposure from foreign currency risk due to limited international operations. We have not taken
any derivative contracts to hedge the exposure and our exchange rate exposures are managed within approved
policy parameters.

Interest rate risk

We are not exposed to interest rate risk because we have borrowed funds at fixed interest rates.

Other price risk

347
Our investments are in a joint venture company and are held for strategic purposes rather than for trading purposes.

Liquidity Risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligation associated with our financial
liabilities that are settled by delivering cash. Our ultimate responsibility for liquidity risk management rests with
the Board of Directors, which has established an appropriate liquidity risk management framework of our short-
term, medium-term and long-term funding and liquidity management requirements. We manage liquidity risk by
maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring
forecast and actual cash flows and by matching the maturity profiles of financial assets and liabilities. Our
principal sources of liquidity are cash and cash equivalent and cash flow that is generated from operations. In
addition, we have funding facilities disclosed below (secured against first pari pasu charge on current assets,
thereafter second pari pasu charge over all moveable property, plant and equipment) which can be drawn to meet
short term financial needs. Set out below are details of our undrawn borrowing facilities at the end of the reporting
period:

As of March 31,
2021 2022 2023
Particulars Sanctioned Limit Sanctioned Limit Sanctione Limit
Limit Utilised Limit Utilised d Limit Utilised
(₹ million)
Cash credit facility 20.00 - 519.40 - 511.65 -
Letter of credit 7.50 - 7.50 - 7.50 -
Bank guarantee 45.00 13.33 33.00 7.35 33.85 14.46
Total 72.50 13.33 559.90 7.35 553.00 14.46

For further information, see “Restated Consolidated Financial Information – Note 45C: Financial risk
management objectives and Policies” on page 292.

Unusual or Infrequent Events or Transactions

Except as disclosed in this Draft Red Herring Prospectus, there have been no other events or transactions that, to
our knowledge, may be described as “unusual” or “infrequent” that led to a material adverse effect on our business
and operations.

Known Trends or Uncertainties

Our business has been subject, and we expect it to continue to be subject, to significant economic changes. To our
knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties
that have or had or are expected to have a material adverse impact on income from our continuing operations. For
further information regarding trends and uncertainties, see “- Significant Factors Affecting Our Financial
Condition and Results of Operations” on page 318 and “Risk Factors” on page 36.

Future Relationship between Cost and Income

Except as disclosed in this Draft Red Herring Prospectus, there are no known factors that will have a material
adverse impact on our operations and finances. For further information, see “Risk Factors”, “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 36, 170 and
316, respectively.

Seasonality of Business

Our business is subject to a seasonality due to the outbreak of contagious diseases such as the COVID-19
pandemic. In addition, we also experience marginal seasonality during the monsoon season, as a result of a greater
degree of prevalence of dengue and malarial. For further information, see “Risk Factors – Internal Risks - We are
subject to seasonal fluctuations in operating results and cash flows, which could affect our business, results of
operations and financial condition.” on page 53.

Significant Dependence on a Single or Few Customers or Suppliers

We have a wide customer base and our business is not dependent on any single or few suppliers. However, we are
dependent on our Promoter and its affiliates for a portion of our revenues. For further information, see “Risk

348
Factors – Internal Risks - We have entered into a master service agreement with our Promoter and certain other
letters/agreements with our Promoter and its affiliates in respect of providing certain laboratory management
services to them and are dependent on them for a portion of our revenues. Any non-performance, non-renewal/
revision, substantial change in terms or termination of such agreements may adversely affect our business, results
of operations and financial condition.” on page 44.

Significant Economic Changes

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that
materially affect or are likely to affect income from continuing operations. See “Risk Factors” and “—Significant
Factors Affecting Our Financial Condition and Results of Operations” on pages 36 and 318, respectively.

New Business Segment

Apart from the disclosures in “Our Business” on page 170, we currently have no plans to develop or establish new
business segments that are expected to have a material impact on our business, results of operations or financial
condition.

Competitive Conditions

We operate in a competitive environment. For information on our competitive conditions and our competitors,
see “Risk Factors” and “Our Business” on pages 36 and 170, respectively.

Significant Developments subsequent to March 31, 2023

• In May 2023, we changed our brand name to “Agilus Diagnostics” as well as corporate name to “Agilus
Diagnostics Limited”. Against the above transition, certain persons have filed applications before the Delhi
High Court seeking inter alia directions from the Delhi High Court to restrain us from abruptly
dumping/discontinuing our former brand and allied trademarks and/or from acting in any manner detrimental
to the value of the former brand and allied trademarks. For further information, see “Risk Factors – Internal
Risks - We recently changed our brand which led to certain legal proceedings that are currently pending
before the Delhi High Court. Any unfavorable outcome may have an adverse effect on our business,
reputation, results of operations and financial condition.” and “Risk Factors – Internal Risks - Any failure to
establish our new brand may adversely affect customer confidence in our services or our inability to maintain
and enhance our brand and reputation or any negative publicity and allegations, may have an adverse impact
on our business, reputation, results of operations and financial condition” on pages 36 and 37, respectively.

• On September 25, 2023, our Company and our Promoter have executed a binding term sheet for operating
in-hospital laboratories and conducting on-site testing at certain hospitals operated by our Promoter and its
affiliates. For further information, see “Business - Master Service Agreement with our Promoter, Fortis” and
“Risk Factors – Internal Risks - We have entered into a master service agreement with our Promoter and
certain other letters/agreements with our Promoter and its affiliates in respect of providing certain laboratory
management services to them and are dependent on them for a portion of our revenues. Any non-performance,
non-renewal/ revision, substantial change in the agreed rates or termination of such agreements may
adversely affect our business, results of operations and financial condition.” on pages 184 and 44.

• Pursuant to the recommendation made by our Board by its resolution dated May 18, 2023 and as approved
by our Shareholders pursuant to their resolution dated July 31, 2023, our Company had declared and paid
dividend to our Shareholders. For details, see “Dividend Policy” on page 240.

Except as disclosed above and elsewhere in this Draft Red Herring Prospectus, no circumstances have arisen since
the date of the last financial statements as disclosed in this Draft Red Herring Prospectus which materially or
adversely affect or are likely to affect, our operations or profitability, or the value of our assets or our ability to
pay our material liabilities within the next 12 months.

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 FINANCIAL INDEBTEDNESS

We avail borrowings in the ordinary course of business, typically, for the purpose of meeting working capital and
business requirements. For details regarding the borrowing powers of our Board, see “Our Management –
Borrowing Powers” on page 216.

We have obtained the necessary consents from, and provided intimations to lenders, as required under the relevant
loan documentation in respect of our borrowings, for undertaking the Offer.

As on June 30, 2023, a brief summary of our aggregate outstanding borrowings on a consolidated basis is set forth
below:
(in ₹ million)
Outstanding amount as
Category of borrowing Sanctioned Amount
on June 30, 2023
Secured (A)
Working Capital (WCDL/Cash Credit/Overdraft)* 545.54 14.50**
Vehicle Loan 41.70 27.14
Letter of Credit 7.50 -
Total (A) 594.74 41.64
Unsecured (B)
Loan from related party*** 1.32 1.32
Total (B) 1.32 1.32
Total (A+B) 596.06 42.96
As certified by N B T and Co, Chartered Accountants pursuant to their certificate dated September 29, 2023.
Notes:
* Including sanctioned limits for bank guarantees of ₹ 25.54 million and sublimits/interchangeable limits of bank guarantee
** Including outstanding amount against bank guarantee amounting to ₹ 14.50 million
*** Loan from related party consists of loan taken by Agilus Diagnostics FZ LLC amounts to AED 58,845.92 converted to ₹ 1.32 million at
1AED = ₹ 22.38

For further details of our outstanding borrowing obligations of our Company as of March 31, 2021, March 31,
2022 and March 31, 2023, see “Restated Consolidated Financial Information” on page 241

Pursuant to letter dated July 21, 2023, the credit rating of our Company, in respect of the credit facilities availed
by it is CRISIL AA/Stable.

Principal terms of the borrowings we have availed

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. Interest: The interest rate of our working capital facilities is typically linked to the marginal cost of funds-
based lending rate (“MCLR”) of the specific lender plus a spread per annum. The spread varies between
different loans for different banks. The interest rate of the vehicle loans availed by us typically ranges from
7.00% per annum to 9.03% per annum.

2. Tenor: The tenor of the vehicle loans availed by us typically ranges from 36 months to 48 months.

3. Security: Our borrowings are typically secured by a pari-passu charge on the fixed, moveable and current
assets of our Company including inventories and book debts as well as through creation of charges on the
assets purchased from the borrowings availed by us.

4. Re-payment: Our borrowings are typically repayable on a monthly or quarterly basis, after the end of the
specified moratorium period or as may be agreed between us and the respective lender. The working capital
facilities availed by us are typically repayable on demand.

5. Penalty: The borrowings availed by us typically contain provisions prescribing penalties for pre-payment as
well as delayed payment or default in the repayment obligations, including delay in creation of the stipulated
security, failure to maintain a certain level of credit worthiness, and/or submission of documents.

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6. Restrictive Covenants: The borrowing arrangement entered into by us entail various restrictive conditions
and covenants restricting certain corporate actions, and we may be required to obtain the lender’s consent
and/ or intimate the respective lender prior to carrying out such activities, including but not limited to:

(a) amending or modifying the constitutional documents and changing the trade name of our Company;

(b) changing the constitution/composition of the board of directors and management control of our
Company;

(c) undertaking any merger, de-merger, consolidation, reorganisation, dissolution, acquisition, or scheme
of arrangement or compromise with our Company’s creditors or shareholders;

(d) declaring or paying any dividend or making any distribution to our Shareholders;

(e) extending loans to any group companies or associates or Subsidiaries or any other third party and
repaying subordinated loans availed from our Directors or Group Companies;

(f) effecting any change to our Company’s capital structure or shareholding pattern, trade name; and

(g) undertaking of any new business, operations, project, or diversification, modernisation or substantial
expansion of any of our existing business.

7. Events of Default: The borrowing availed by us contain certain standard events of default, including but not
limited to:

(a) failure to make payment in accordance with secured obligations under the transaction documents
including payment of principal, interest, commission fee, costs or other amounts on due dates;

(b) failure to observe or comply with any of the terms and conditions of the transaction documents;

(c) any event that would likely constitute a material adverse change, as set out in the transaction
documents;

(d) failure to comply with security and financial covenants;

(e) suspension, cessation, or threat to cease to carry on all or a substantial part of its businesses;

(f) any notice received/action taken for actual or threatened winding up, bankruptcy, insolvency,
liquidation;

(g) in case the security is in jeopardy or ceases to have effect or becomes illegal;

(h) repudiation, termination, unenforceability or invalidity of any of the licenses and approvals required
for our business, if not cured within the stipulated timeframe;

(i) cross default in payment under any of our borrowings; and

(j) inclusion of the names of our directors in the Reserve Bank of India’s wilful defaulters list.

8. Consequences of occurrence of events of default: In terms of our borrowing arrangements, the following,
inter alia, are the consequences of events of default occurring, whereby our lenders may:

(a) withdraw or cancel the undrawn commitments under the borrowings;

(b) suspend further access and drawal, either in whole or in part, of the borrowings;

(c) accelerate/recall the borrowings and seek immediate repayment of either whole or part of the
outstanding amounts with accrued interest;

(d) disclosure of details of borrowings and default to regulators / third parties;

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 (e) appoint a nominee director on the board of directors;

(f) enforce their security; and

(g) impose penal rate of interest / penal charges over and above the agreed rates.

The details provided above are an indicative list and there may be such other additional terms including restrictive
covenants and conditions under the various borrowing arrangement entered into by us.

For risks in relation to the financial and other covenants required to be complied with in relation to our borrowings,
see “Risk Factors – Our indebtedness and the conditions and restrictions imposed by our financing agreements
and any non-compliance may lead to, among others, suspension of further drawdowns, which may adversely affect
our business, results of operations and financial condition.” on page 54.

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 SECTION VII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding (i) criminal proceedings, (ii) actions taken by statutory
or regulatory authorities, (iii) claims related to direct and indirect taxes, and (iv) material litigation, in each
case involving our Company, our Subsidiaries, Directors or Promoter (“Relevant Parties”).

In relation to (iv) above, our Board in its meeting held on September 25, 2023, has considered and adopted
the Materiality Policy. In terms of the Materiality Policy adopted by our Board:

(a) all outstanding civil litigation / arbitration proceedings (including claims related to direct and indirect
taxes) involving our Company and its Subsidiaries, in which the aggregate monetary amount involved is
equal to or in excess of one per cent of the consolidated profit after tax, as per the Restated Consolidated
Financial Information of our Company as at March 31, 2023 would be considered as material. The restated
profit for the year of our Company for the Fiscal 2023 is ₹ 1,166.36 million, and accordingly, all
outstanding litigation (including claims related to direct and indirect taxes) involving our Company and
its Subsidiaries in which the amount involved exceeds ₹ 11.66 million have been considered as material;

(b) all outstanding civil litigation / arbitration proceedings involving our Company and its Subsidiaries where
the decision in one matter is likely to affect the decision in similar matters, such that the cumulative amount
involved in such matters exceeds the materiality threshold as specified in point (a) above, even though the
amount involved in an individual matter may not exceed the materiality threshold as specified in point (a)
above;

(c) all outstanding civil litigation / arbitration proceedings involving our Promoter, which have been
considered material as per our Promoter’s materiality policy adopted in accordance with the SEBI LODR
Regulations, have been considered as material; and

(d) all outstanding civil litigation / arbitration proceedings involving the Relevant Parties, the outcome of
which could have a material adverse effect on the position, business, operations, prospects, or reputation
of our Company, irrespective of the amount involved in such litigation, has been considered as material.

Further, except as disclosed in this section, there are no (i) disciplinary actions (including penalties imposed) and
outstanding actions taken against our Promoter by SEBI or stock exchanges in the five Fiscal Years preceding
the date of this Draft Red Herring Prospectus; or (ii) litigation involving any Group Companies which may have
a material impact on our Company.

For the purposes of the above, pre-litigation notices received by the Relevant Parties from third parties shall,
unless otherwise decided by our Board, not be considered as material until such time the Relevant Party is
impleaded as a party in litigation before any judicial or arbitral forum. Further, first information reports (whether
cognizance has been taken or not) filed against the Relevant Parties shall be disclosed in this Draft Red Herring
Prospectus.

Further, in accordance with the Materiality Policy, our Company has considered such creditors ‘material’ to
whom the amount due is equal to or in excess of 5% of the consolidated trade payables of our Company as at the
end of the most recent period covered in the Restated Consolidated Financial Information. In terms of the Restated
Consolidated Financial Information, the trade payables of our Company as on March 31, 2023 was ₹ 1,394.72
million. Accordingly, a creditor has been considered ‘material’ if the amount due to such creditor exceeds ₹ 69.74
million (being 5% of the consolidated trade payables) as on March 31, 2023. Further, for outstanding dues to any
party which is a micro, small or a medium enterprise (“MSME”), the disclosure will be based on information
available with our Company regarding status of the creditor as defined under Section 2 of the Micro, Small and
Medium Enterprises Development Act, 2006.

Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring
Prospectus. All terms defined in a particular litigation disclosure below are for that particular litigation only.

A. LITIGATION INVOLVING OUR COMPANY

I. Litigation by our Company

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Criminal proceedings by our Company

1. Our Company has filed 23 cases under Section 138 of the Negotiable Instruments Act, 1881 in relation
to dishonour of cheques issued by its business partners, lessors/licensor or customers. The aggregate
amount involved in these matters is ₹ 65.12 million. The matters are pending before various forums at
various stages of adjudication.

2. Our Company filed a complaint (“Complaint 1”) dated September 2, 2015 against Amit Kumar Tomar,
one of its former employees (“Accused”) before the Station House Officer, Police Station, Vasant Vihar,
New Delhi (“SHO”) alleging inter alia that the Accused had committed a fraud of ₹ 0.32 million by
creating forged documents, which was admitted in fact by the Accused in a letter dated August 24, 2015
(“Letter”) and that despite agreeing to pay a sum of ₹ 0.24 million as partial liability pursuant to the
Letter, the Accused had not paid any amount to the Company. Upon failure of the SHO to register a first
information report (“FIR”) pursuant to the Complaint 1, our Company filed a complaint (“Complaint
2”) dated February 12, 2016, before the Deputy Commission of Police, Police Station, Vasant Vihar,
New Delhi (“Deputy Commissioner”) requesting the Deputy Commissioner to direct the SHO to lodge
an FIR against the Accused. Due to the lack of any action taken by the Deputy Commissioner pursuant
to the Complaint 2, our Company filed a complaint dated March 30, 2016, under Section 200 of the CrPC
before the Additional Chief Metropolitan Magistrate, Patiala House Courts, New Delhi (“Magistrate”)
praying inter alia for the Magistrate to take cognizance of the matter and punish the Accused. The
Magistrate, pursuant to its order dated July 10, 2020, ordered the SHO to register an FIR against the
Accused and investigate the matter. Subsequently, the SHO registered an FIR dated August 17, 2020
against the Accused. The matter is currently pending.

3. Our Company filed a complaint (“Complaint”) dated July 31, 2020 before the Officer-in-charge,
Electronics Complex Police Station, Kolkata (“Officer”) against Tathagatha Singha Roy (“Accused”)
alleging that the Accused had falsely represented himself as an agent of our Company and forged certain
reports and receipts using the brand name of our Company for the purpose of cheating, thereby harming
the reputation of our Company and causing financial loss. The matter is currently pending.

4. For details regarding the petition dated July 16, 2020 before the High Court of Punjab and Haryana at
Chandigarh filed by our Company against the State of Haryana, see “Litigation involving our Company
– Litigation against our Company – Actions by statutory or regulatory authorities against our Company”
on page 355.

Other material proceedings by our Company

1. Our Company entered into a Master Phlebotomy Centre Agreement dated April 1, 2013 (“Agreement”)
with RWL Healthworld Limited (“RWL”) pursuant to which RWL agreed to provide phlebotomy
services to our Company through the various centers of RWL on the terms and conditions as mentioned
in the Agreement. Our Company terminated the Agreement pursuant to a termination notice dated
November 17, 2018 (“Termination Notice”), calling upon RWL to reconcile the accounts and settle the
outstanding service charges. Due to the failure of RWL to reconcile the accounts and respond to the
Termination Notice and various reminder emails, our Company invoked arbitration proceedings
(“Proceedings”) pursuant to an arbitration notice (“Notice”) dated May 7, 2019 under the Agreement
for recovery of the outstanding amount of ₹ 5.69 million. The Proceedings commenced ex-parte due to
the refusal of RWL to appear before the sole arbitrator nominated pursuant to the Notice. Due to the
postponement of the continuation of the Proceedings on account of the COVID-19 pandemic, our
Company filed a petition dated January 7, 2021 before the High Court of Judicature at Delhi (“Delhi
High Court”) for extension of the time period to decide the Proceedings. Pursuant to an order of the
Delhi High Court dated January 13, 2022, another sole arbitrator (“Arbitrator”) was appointed, and the
Proceedings continued. RWL subsequently filed a counterclaim (“Counterclaim”) dated July 22, 2022,
before the Arbitrator, alleging inter alia that the Termination Notice was illegally issued and claiming
damages amounting to ₹ 30.00 million and further amounts becoming due under the terms of the
Agreement till the period of its continued operation. Our Company filed a statement of defence to the
Counterclaim (“Statement of Defence”) dated September 28, 2022 denying the claims made pursuant
to the Counterclaim and stating inter alia that the Agreement was terminated in accordance with the
provisions of the Agreement and the termination was hence valid and legal. Our Company, in the
Statement of Defence, prayed for an order dismissing the claims of RWL with exemplary costs in favour

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 of our Company. The matter is currently pending.

II. Litigation against our Company

Criminal proceedings against our Company

1. Dr. Anil Bansal (“Complainant”) filed a complaint dated March 30, 2003 (“Complaint”) before the
Police Station, Chatta, Agra against our Company and others (“Accused”) alleging inter alia that the
Accused committed breach of contract by terminating the services rendered by the Complainant to the
Accused pursuant to an agreement dated June 17, 2001 and have thereby cheated him. Subsequently, the
Additional Chief Judicial Magistrate, Agra, by its order dated May 12, 2003 (“Order”) summoned the
Accused to face trial. The matter is currently pending.

2. Pursuant to a search conducted by a local lawyer engaged by our Company, we have been advised that
our Company has been named in a complaint (“Complaint”) pertaining to allegations of criminal
negligence, pursuant to which a criminal proceeding is ongoing before the Metropolitan Magistrate,
Rohini, Delhi (“Magistrate Court”). However, as on date of this Draft Red Herring Prospectus, our
Company has not received any notice or communication from the Magistrate Court, in this regard. The
matter is currently pending.

3. For details regarding the first information report filed against our Company for alleged violations of the
Disaster Management Act, 2005, see “Litigation involving our Company – Litigation against our
Company – Actions by statutory or regulatory authorities against our Company” on page 355.

Actions by statutory or regulatory authorities against our Company

1. A news channel conducted a sting operation (“Sting”) on certain diagnostic centres, which was aired on
July 21, 2014. Subsequently, the Medical Council of India (“MCI”) issued a letter dated July 23, 2014
(“MCI Letter”) to our Company requiring certain information on two of our diagnostic centres in
relation to the Sting. Our Company submitted its reply to the MCI Letter on July 24, 2014, stating that
there was no sting operation conducted at the diagnostic centres mentioned in the MCI Letter. On August
1, 2014, the Directorate General of the Central Government Health Scheme (“Directorate General”)
issued an office memorandum (“Office Memorandum”) noting that the Ethics Committee of the MCI,
upon conducting an enquiry into the Sting, submitted an interim report prima facie finding nine
diagnostic centres to be involved in unethical medical practices. Pursuant to the Office Memorandum,
the Directorate General withdrew the empanelment of certain diagnostic centres, including certain
diagnostic centres (“Diagnostic Centres”) belonging to our Company, with the Central Government
Health Scheme Delhi (“CGHS”), pending investigation by the MCI. Our Company submitted its reply
dated August 11, 2014 (“CGHS Reply”) to the Office Memorandum before the Directorate General
stating that our Company was not aware of any sting operation conducted at any of the Diagnostic Centres
and praying for withdrawal of the orders passed pursuant to the Office Memorandum. Further, our
Company, pursuant to its letter dated September 26, 2014 to the Directorate General clarified that the
Sting was conducted at the diagnostic centres of Agilus Pathlabs Private Limited (“Agilus Pathlabs”),
one of our Subsidiaries, and not at our Company and accordingly requested the Director General to
reconsider the withdrawal of the empanelment of the Diagnostic Centres. Further, our Company issued
various letters the Joint Secretary, Ministry of Health and the Additional Director, CGHS to reconsider
the orders passed pursuant to the Office Memorandum and allow all the diagnostic centres of our
Company to accept business from CGHS and other government agencies. In furtherance to all previous
correspondence, our Company by a letter dated April 7, 2022 to the Director, CGHS reiterated that our
Company had been erroneously named in the Sting and requested to set aside the Office Memorandum.
Our Company has not received any further correspondence from the Director, CGHS. The matter is
currently pending.

The Directorate General of Health Service (“DGHS”) issued two notices (“DGHS Notices”), both dated
August 8, 2013, to two of the Diagnostic Centres requesting them to send their version with supported
evidence on the Sting. Our Company submitted replies (“DGHS Replies”) dated August 14, 2014 and
August 20, 2014 respectively to each of the DGHS Notices seeking clarification on the information
required from our Company as we were not aware of any sting operation conducted at the respective
Diagnostic Centres and reiterating the contents of the CGHS Reply. The DGHS, pursuant to its letter
dated August 22, 2014, acknowledged the receipt of the DGHS Replies and directed our Company to fill

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 in a proforma for providing information about our Company. Subsequently, the DGHS issued a notice
dated September 9, 2014 to our Company to appear before the committee along with relevant documents.
Our Company, pursuant to its letter dated September 24, 2014, submitted the requisite documents and
clarified that the Sting was conducted at the diagnostic centres of Agilus Pathlabs, and not at our
Company. Our Company has not received any further notice from the DGHS. The matter is currently
pending.

2. The Haryana Medical Services Corporation Limited (“HMSCL”) issued a show cause notice (“SCN”)
dated April 20, 2020 to our Company noting that there had been multiple instances of reporting error in
the lab reports of COVID-19 samples by our laboratory and suspending the operations of COVID-19
testing being carried out by our Company pursuant to a memorandum of understanding (“MoU”) dated
April 4, 2020 signed between our Company and HMSCL. Our Company filed a reply dated April 21,
2020, to the SCN requesting HMSCL to vacate the SCN and stating inter alia that upon repeat testing, it
has been verified that all the perused results were correct. Pursuant to a memorandum dated April 21,
2020, HMSCL cancelled the MoU. Subsequently, the Enquiry Committee, Office of the Civil Surgeon,
Gurugram (“Enquiry Committee”) issued a letter dated April 22, 2020, to our Company directing our
Company to appear before the Enquiry Committee in relation to an enquiry into the alleged misreporting
of COVID-19 samples by our Company. Our Company, pursuant to its letter dated April 23, 2020, to the
Enquiry Committee, confirmed that its representatives had appeared before the Enquiry Committee and
agreed to share the requisite samples with the Enquiry Committee to be cross checked. While the Enquiry
Committee has concluded its investigation, we have not been provided with a final report as on date of
this Draft Red Herring Prospectus.

Subsequently, a first information report (“FIR”) dated July 9, 2020, was lodged against our Company
by the Officer in-charge, Police Station: Sector-17/18, Gurugram pursuant to a complaint dated July 9,
2020, filed by the Civil Surgeon, Gurugram for alleged violations under the Disaster Management Act,
2005 for misreporting of COVID-19 samples. Our Company filed a petition (“Petition”) dated July 16,
2020, before the High Court of Punjab and Haryana at Chandigarh (“High Court”) against the State of
Haryana inter alia seeking quashing of the FIR on the grounds that inter alia the FIR was an abuse of
process and was based on surmises and conjectures. The State of Haryana filed a reply dated August 20,
2020 denying the contents of the Petition and stating inter alia that matter was still under investigation
and as such, our Company was not entitled to approach the High Court to get the FIR quashed. Further,
the Centre for Covid-19 Patients Interest Litigation filed an application dated August 20, 2020 before the
High Court seeking permission to intervene in the Petition and to contribute in the adjudication of the
Petition as it is a public charitable trust founded in order to represent the interest of unrepresented
COVID-19 patients and the issue involved in the Petition directly involves the health of the citizens of
India. The matter is currently pending.

A cancellation report in relation to the FIR has been filed before the trial court. The matter is currently
pending.

3. Our Company has received a notice dated March 13, 2019, from the Serious Fraud Investigation Office
(“SFIO”), calling for information in relation to the investigation being conducted into the affairs of our
Promoter (“Notice”). Our Company was directed to provide (i) certain information and documents in
relation to the issue of equity shares by our Company in 2010-11 (ii) certain information and documents
in relation to the share purchase, share allotment and debenture subscription agreement dated July 13,
2010 entered into amongst our Company, Piramal Healthcare Limited, Bhavin Jankharia, Avinash
Phadke and Agilus Pathlabs Private Limited, and (iii) the details of loans received/repaid, loans given
and investments made by our Company in the last eight financial years preceding the date of the Notice.
Our Company through a reply letter dated March 18, 2019, provided the documents/information
requested by the SFIO. Our Company has not received any further communication from the SFIO in this
regard.

Other material proceedings against our Company

1. Daiichi Sankyo Company, Limited (“Daiichi”) filed an application (“Application”) dated July 6, 2020
before the High Court of Judicature at Delhi (“High Court”) against Shivinder Mohan Singh
(“Respondent 1”), RHC Holdings Private Limited (“Respondent 2”) and others (“Respondents”)
seeking, inter alia, directions against the Respondents and their group companies in relation to the
trademark ‘SRL’ and allied trademarks (“Marks”). The Application was filed in proceedings relating to

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certain judgments of the High Court and the Supreme Court affirming an arbitral award dated April 29,
2016 (“Award”) granting damages in favour of Daiichi and dismissing the objections against
enforcement of the Award filed by the Respondents. Daiichi, in the Application, alleged inter alia that
(i) the Respondent 2, being the owner and proprietor of the Marks, failed to disclose its ownership of the
Marks; (ii) as the Respondent 2, by way of an assignment deed dated December 29, 2017, had transferred,
and assigned the Marks to its group company, Headway Brands Private Limited (“Headway Brands”),
Respondent 2 continues to indirectly own the Marks; and (iii) the Respondents are intentionally trying
to defeat the interest of Daiichi in the Marks. Daiichi prayed for the High Court to inter alia restrain the
Respondents/ Headway Brands from creating any third-party interest in the Marks and issue directions
to Respondent 2 for sale of the Marks. The High Court, in its order dated July 8, 2020 (“High Court
Order”), restrained Headway Brands from creating any third-party rights in the Marks. Our Company
filed a reply (“Reply”) dated September 25, 2020, to the Application seeking to be impleaded as a
respondent and a necessary party to the Application and to file the Reply, as it had been granted the right
to use the Marks through a brand license agreement dated November 10, 2015 (“Agreement”) and hence
had subsisting rights and interest in the Marks. Our Company, through the reply, prayed for inter alia
dismissal of the Application with respect to the reliefs for sale of the Marks and with respect to any reliefs
affecting the rights and interest of our Company. Daiichi filed a rejoinder (“Rejoinder”) dated December
3, 2021 to the Reply denying the contents of the Reply and stating inter alia that our Company has no
locus to challenge the Application. Our Company filed a sur-rejoinder to the Rejoinder dated January 24,
2022, stating inter alia that, Daiichi had, in a separate matter before the Supreme Court wherein our
Company has sought approval to adopt another brand and discontinue the Marks, accorded that it had no
objection to the extended use of the Marks by our Company. Further, Daiichi filed an application
(“Urgency Application”) dated September 25, 2023 before the High Court against inter alia our
Company, Agilus Pathlabs and Fortis seeking directions for appointment of a court commissioner for the
purpose of carrying out the sale of the Marks, or, in the alternative, for early hearing of the Application.
The High Court has not issued any notice in respect of the Urgency Application. The matter is currently
pending.

The Respondent 1, through his wife Aditi S. Singh, filed two applications (“Respondent Applications”)
dated May 23, 2023 and May 29, 2023 respectively before the High Court against our Company, Agilus
Pathlabs Private Limited (one of our Subsidiaries) (“Agilus Pathlabs”), Fortis Healthcare Limited (our
Promoter) (“Fortis”), and Daiichi in relation to our Company’s intended replacement of the use of the
Mark with ‘Agilus’ and its related marks. The Respondent 1 alleged inter alia that our Company
continues to illegally use and enjoy the Marks despite the expiry of the Agreement without any payment
of the brand license fee and that the intended discontinuation of the use of the Marks would be violative
of the High Court Order and would be detrimental to the brand value of the Marks. The Respondent 1
prayed inter alia for (i) an order restraining our Company, Agilus Pathlabs and Fortis from discontinuing
the use of the Marks and/or acting in any manner detrimental to the value of the Marks; (ii) an order
directing the sale of the Marks; (iii) an order directing our Company and Agilus Pathlabs Private Limited
to deposit the brand license fee due and payable under the Agreement aggregating to ₹ 62.93 million and
₹ 51.15 million respectively along with interest; (iv) an order directing our Company and Agilus Pathlabs
to deposit an appropriate amount with the High Court every month till the sale of the Marks; and (iv) an
order restraining our Company from claiming/propagating that the Marks have been rebranded to
‘Agilus’. The High Court, pursuant to its order dated May 26, 2023 (“May Order”), directed our
Company to not act in any matter to diminish the value of the Marks. Additionally, our Company filed
an affidavit dated June 2, 2023 before the High Court stating inter alia that our Company has transitioned
to the “Agilus Diagnostics” brand and that our Company and Agilus Pathlabs have deposited the
outstanding brand license fees from the Financial Year 2017-2018 to the Financial Year 2020-2021
(“Brand Fees”). The High Court has not passed any orders in the abovementioned applications that
restrain us from transitioning our brand. Respondent 1 also sought further damages in addition to the
sums deposited by our Company, but no such directions have been issued by the High Court in this
regard. The High Court had appointed a valuer to conduct the valuation of the Marks with a view towards
auction of the same. The valuer had prepared a valuation report for the Marks which was filed before the
High Court. The matter is pending adjudication.

Subsequently, Daiichi filed a contempt petition (“Contempt Petition”) dated June 20, 2023 before the
High Court against inter alia our Company, Agilus Pathlabs Private Limited, certain of our Directors
i.e., Ravi Rajagopal, Anand Kuppuswamy, Suvalaxmi Chakraborty, Dr. Ashutosh Raghuvanshi and Dilip
Kadambi, our Promoter and the Respondents (“Contemnors”) seeking initiation of contempt
proceedings for wilful disobedience of the May Order. Daiichi alleged that certain advertisements issued

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 by our Company in relation to change in brand name (“Advertisements”) were in breach of the May
Order and diluted and/or damaged the value of the Marks beyond repair. Daiichi, prayed for the High
Court to inter alia punish the Contemnors for wilfully disobeying the May Order, direct the Contemnors
to immediately withdraw/ remove all the Advertisements, restrain the Respondents from taking any steps
to diminish the value of the Marks and direct the Respondents to deposit before the High Court damages
in the form of compensation for diminishing and/or damaging the value of the Marks. We have filed
multiple affidavits before the High Court demonstrating our compliance with the directions of the High
Court, including in relation to the manner in which the brand transition exercise has been undertaken and
all the steps that have been taken to move to the Agilus brand. The High Court has not issued any notice
in respect of the Contempt Petition. In relation to the May Order and the Contempt Petition, our Company
filed an application (“Company Application”) dated June 30, 2023 before the High Court denying the
allegations made in the Contempt Petition and claiming inter alia that the direction of the May Order
was generally not to diminish the value of the Marks, after having taken note that our Company was
transitioning into the brand ‘Agilus’, and did not restrain our Company from discontinuing the Marks.
Pursuant to the Company Application, our Company prayed for inter alia appropriate orders and
directions, including if required, to clarify that to the transition from the Marks to the brand ‘Agilus’. The
matter is currently pending. For further details, in relation to the proceedings initiated against our
Promoter, see “Litigation involving our Promoter – Litigation against our Promoter – Other material
proceedings against our Promoter” on page 370.

In relation to orders of the High Court dated August 11, 2023 and August 17, 2023 (“August Orders”)
directing release of the Brand Fees in favour of Daiichi, Chandra Shekhar Jha, an ex-director of Headway
Brands, a company whose name has been admittedly struck off from the records of registrar of companies
in 2022, has filed an application dated September 14, 2023 before the High Court against inter alia our
Company and Agilus Pathlabs seeking inter alia modification of the August Orders to allow Chandra
Shekhar Jha/Headway Brands to withdraw the Brand Fees already deposited by our Company, order
directing the payment of license fees and damages aggregating to ₹ 3,629.30 million to be paid by our
Company and Agilus Pathlabs for use of the Marks, and for an inquiry to be conducted into the impact
of our Company’s brand transition on the valuation of the Marks. The High Court by its order dated
September 25, 2023, while issuing notice on the said application recorded the preliminary objections of
our Company that the application (i) is not maintainable and (ii) our Company and Agilus Pathlabs are
not a necessary party. Parties named in the said application have been allowed time to file a reply to it.
The matter is currently pending.

2. Participation Finances & Holding (India) Limited (“Plaintiff”) filed a suit (“Suit”) dated February 26,
2018 before the District Judge, Patiala House District Court, New Delhi (“District Judge”), against our
Company, Fortis Healthcare Limited and others (“Defendants”) alleging inter alia that the Defendants
were attempting to alienate, encumber or otherwise create a lien on the brands ‘Fortis’, ‘SRL’ and ‘La
Femme’ (“Brands”), which had been collaterised as financial security to the Plaintiff by Fortis
Healthcare Limited pursuant to certain acquisition agreements, in order to circumvent the Plaintiff’s
rights and interest qua the Brands. The Plaintiff prayed for inter alia a decree declaring that the Plaintiff
has an implied ownership over the Brands and for necessary orders restraining the Defendants from
alienating, altering or prejudicing the Brands. Our Company filed a written statement dated May 26, 2018
before the District Judge denying all allegations made against it and stating inter alia that the Plaintiff
has failed to establish any ownership of the Brands as it has not annexed any documents to substantiate
such ownership. Further, there was no contractual relationship between the Plaintiff and our Company
in relation to the Plaintiff’s right to claim ownership over the Brands. The matter is currently pending.
For further details, in relation to the proceedings initiated against our Promoter, see “Litigation involving
our Promoter – Litigation against our Promoter – Other material proceedings against our Promoter”
on page 370.

3. Pardeep Singh and Manpreet Kaur (“Complainants”) filed a consumer complaint dated July 24, 2017
(“Complaint”) before the National Consumer Disputes Commission, New Delhi (“Commission”)
against inter alia our Company and one of its advisors alleging medical negligence and deficiency in
service due to issuing of a false report, making an erroneous diagnosis and failing to adequately advise
the Complainants. The Complainants have sought compensation amounting to ₹ 205.00 million. Our
Company has filed a written statement dated January 15, 2019, before the Commission denying the
allegations made in the Complaint and stating that the report issued was correct and any negligence on
the part of the treating doctors could not be imputed upon our Company. The matter is currently pending.

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4. Virendra Bijlwan (“Complainant”) filed a consumer complaint (“Complaint”) dated October 15, 2019,
before the National Consumer Disputes Redressal Commission, New Delhi (“Commission”) against our
Company alleging mental shock and financial loss due to a wrong report issued by our Company, and
claiming damages amounting to ₹ 291.08 million along with interest. Our Company filed a written
statement dated February 26, 2020, stating inter alia that the responsibility of issuance of report was not
vested with our Company and that the treating hospital and treating doctors should have been impleaded
in the Complaint instead of our Company. The matter is currently pending.

5. Sarabjit Singh, Paramjit Kaur and Armaan Grewal (“Complainants”) filed a consumer complaint
(“Complaint”) dated September 14, 2022 before the District Consumer Dispute Redressal Commission,
Ludhiana (“Commission”) against inter alia our Company and Bagga Nursing Home (“Defendants”)
alleging medical mismanagement and negligence due to failure by the Defendants to disclose the report
of a blood test that had been conducted and administering incorrect treatment. The Complainants claimed
compensation from the Defendants for an amount of ₹ 19.40 million. The Commission thereafter issued
a summons on March 21, 2023, to the Defendants calling upon them to appear before the Commission.
Our Company filed an affidavit in evidence dated May 4, 2023, denying the allegations contained in the
Complaint and stating that there is no clear allegation levelled in the Complaint against our Company
and that there is no evidence to show any negligence at the hands of our Company. The matter is currently
pending.

6. Sanjeiiv Geeta Chaudhry (“Claimant”) filed an application (“Application”) dated April 9, 2019 before
the National Company Law Tribunal, Chandigarh (“NCLT”) to initiate corporate insolvency resolution
process in respect of our Company under the Insolvency and Bankruptcy Code, 2016 (“IBC”), claiming
an amount of ₹ 363.78 million as amounts due and payable to the Claimant on account of inter alia short
salary payment, amounts due as contribution towards the provident fund account of the Claimant, loss
on account of inability of the Claimant to sell certain stock options granted to him and amounts due to
be paid pursuant to a technology transfer agreement dated June 25, 2009 entered into between the
Claimant and Agilus Diagnostics FZ LLC, one of the Subsidiaries of our Company. Our Company filed
a reply dated July 16, 2019, to the Application, stating inter alia that the Application was based on forged,
fabricated and false documents and that the Claimant failed to establish the alleged claim as required
under the IBC. Subsequently, our Company filed a perjury application (“Perjury Application”) dated
January 6, 2020, before the NCLT, praying for initiation of criminal proceedings against the Claimant
on account of perjury committed by the Claimant by making false averments in the Application and
submitting documentation which is false and incorrect and has been manipulated to give a false and
misleading impression. The Claimant filed a reply dated January 22, 2020 to the Perjury Application
stating inter alia that the documentation in question was neither false nor fabricated and was not the sole
basis of the alleged claims of the Claimant. The matter is currently pending.

Tax proceedings involving our Company

A summary table of the cases relating to direct and indirect taxes involving our Company is set forth below:

Amount in dispute/demand (in ₹ million, to

Nature of case Number of cases
the extent quantifiable)
Direct tax 16 684.80
Indirect tax 2 96.55
Total 18 781.35

In addition, set forth hereunder is a description of the tax matters involving our Company in which the
aggregate monetary amount involved is equivalent to or exceeds ₹ 11.66 million:

1. The Additional, Commissioner of Income Tax, New Delhi by its order dated December 24, 2008,
assessed the taxable income of our Company for the assessment year 2006-07 by disallowing certain
expenses claimed by our Company on account of not deducting tax deductible at source, and made a
demand of ₹ 15.82 million along with penalty and interest (“Assessment Order”). Our Company filed
an appeal before the Commissioner of Income Tax (Appeals), New Delhi (“CIT-A”) against the
Assessment Order, which the CIT-A by its order dated November 12, 2010, partly allowed (“CIT-A
Order”). Our Company filed an appeal before the Income Tax Appellate Tribunal, Delhi (“Tribunal”)
against the CIT-A Order, which the Tribunal by its order December 16, 2011, allowed in its entirety and
rejected the tax demand/penalty imposed on our Company (“Tribunal Order”). The Income Tax

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 Department filed an appeal against the Tribunal Order before the High Court of Judicature at New Delhi.
The matter is currently pending.

2. The Additional Commissioner of Income Tax, New Delhi by its order dated December 10, 2010, assessed
the taxable income of our Company for the assessment year 2007-08 by disallowing certain expenses
claimed by our Company on account of not deducting tax deductible at source on such payments, and
made a demand of ₹125.61 million along with penalty and interest (“Assessment Order”). Our Company
filed an appeal before the Commissioner of Income Tax (Appeals), New Delhi (“CIT-A”) against the
Assessment Order, which the CIT-A by its order dated February 11, 2013, partly allowed (“CIT-A
Order”). Our Company filed an appeal before the Income Tax Appellate Tribunal, New Delhi
(“Tribunal”) against the CIT-A Order, which the Tribunal by its order April 13, 2018, allowed partly
and partly remanded back to the CIT-A stating that the lower courts had failed to consider the documents
and evidence furnished by our Company (“Tribunal Order”). The matter is currently pending.

3. The Deputy Commissioner of Income Tax, New Delhi by its order dated December 20, 2010, assessed
the taxable income of our Company for the assessment year 2008-09 by disallowing certain expenses
claimed by our Company on account of not deducting tax deductible at source, and made a demand of ₹
81.53 million along with penalty and interest (“Assessment Order”). Our Company filed an appeal
before the Commissioner of Income Tax (Appeals), New Delhi (“CIT-A”) against the Assessment Order,
which the CIT-A by its order dated March 20, 2012, allowed in its entirety (“CIT-A Order”). The
income tax department has filed an appeal before the Income Tax Appellate Tribunal, New Delhi
(“Tribunal”) against the CIT-A Order, which the Tribunal by its order May 7, 2015, confirmed in its
entirety (“Tribunal Order”). The Principal Commissioner of Income Tax filed an appeal against the
Tribunal Order before the High Court of Judicature at New Delhi (“High Court”). The matter is currently
pending.

4. The Income Tax Officer (TDS), Mumbai, by its order dated March 11, 2011, assessed the taxable income
of our Company for the assessment year 2008-09 by disallowing certain expenses claimed by our
Company on account of not deducting tax deductible at source, and made a demand of ₹ 45.70 million
along with penalty and interest (“Assessment Order 1”). Additionally, the Income Tax Officer (TDS),
Mumbai, by its order dated March 11, 2011, assessed the taxable income of our Company for the
assessment year 2009-10 by disallowing certain expenses claimed by our Company on account of not
deducting tax deductible at source, and made a demand of ₹ 53.18 million along with penalty and interest
(“Assessment Order 2” and collectively with Assessment Order 1, the “Assessment Orders”). Our
Company filed an appeal before the Commissioner of Income Tax (Appeals), Mumbai (“CIT-A”) against
the Assessment Orders, which the CIT-A by its order dated April 11, 2014, partly allowed the appeal
filed by our Company (“CIT-A Order”). The income tax department has filed an appeal before the
Income Tax Appellate Tribunal, Mumbai (“Tribunal”) against the CIT-A Order, which the Tribunal by
its order September 30, 2016, dismissed in its entirety (“Tribunal Order”). The Commissioner of
Income Tax(TDS) filed an appeal against the Tribunal Order before the High Court of Judicature at
Mumbai (“High Court”), which the High Court by its order dated October 21, 2021, dismissed in its
entirety. The Commissioner of Income tax filed two special leave petitions before the Supreme Court of
India (“Supreme Court”), in relation to which our Company has filed two counter affidavits both dated
June 7, 2023, with the Supreme Court. The matter is currently pending.

5. The Deputy Commissioner of Tax, New Delhi, by its order dated January 31, 2013, assessed the taxable
income of our Company for the assessment year 2008-09 by disallowing certain expenses claimed by
our Company on account of not deducting tax deductible at source, and made a demand of ₹ 61.43 million
along with penalty and interest (“Assessment Order”). Our Company filed an appeal before the
Commissioner of Income Tax (Appeals), New Delhi (“CIT-A”) against the Assessment Order, which
the CIT-A by its order dated January 19, 2015, allowed in its entirety (“CIT-A Order”). The Deputy
Commissioner of Tax, New Delhi has filed an appeal before the Income Tax Appellate Tribunal, New
Delhi (“Tribunal”) against the CIT-A Order, which the Tribunal by its order June 27, 2018, dismissed
in its entirety (“Tribunal Order”). The Principal Commissioner of Income Tax, New Delhi filed an
appeal against the Tribunal Order before the High Court of Judicature at Delhi (“High Court”). The
matter is currently pending.

6. The Joint Commissioner of Income Tax, New Delhi by its order dated December 29, 2011, assessed the
taxable income of our Company for the assessment year 2009-10 by disallowing certain expenses
claimed by our Company on account of not deducting tax deductible at source, and made a demand of ₹

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 131.87 million along with penalty and interest (“Assessment Order”). Our Company filed an appeal
before the Commissioner of Income Tax (Appeals), New Delhi (“CIT-A”) against the Assessment Order,
which the CIT-A by its order dated March 4, 2013, partly allowed (“CIT-A Order”). Our Company and
the Joint Commissioner of Income Tax, both filed an appeal before the Income Tax Appellate Tribunal,
New Delhi (“Tribunal”) against the CIT-A Order. The Tribunal by its order April 25, 2018, allowed the
appeal filed by our Company and rejected the tax demand/penalty imposed on our Company (“Tribunal
Order”) and also rejected the appeal filed by the Joint Commissioner of Income Tax. The Income Tax
Department filed an appeal against the Tribunal Order before the High Court of Judicature at New Delhi.
The matter is currently pending.

7. The Deputy Commissioner of Income Tax, New Delhi by its order dated March 17, 2013, assessed the
taxable income of our Company for the assessment year 2010-11 by disallowing certain expenses
claimed by our Company on account of not deducting tax deductible at source, and made a demand of
₹73.84 million along with penalty and interest (“Assessment Order”). Our Company filed an appeal
before the Commissioner of Income Tax (Appeals), New Delhi (“CIT-A”) against the Assessment Order,
which the CIT-A by its order dated January 20, 2015, allowed in its entirety and rejected the tax
demand/penalty imposed on our Company (“CIT-A Order”). The Deputy Commissioner of Income Tax,
New Delhi filed an appeal before the Income Tax Appellate Tribunal, New Delhi (“Tribunal”) against
the CIT-A Order. The Tribunal by its order May 31, 2018, rejected the appeal filed by Deputy
Commissioner of Income Tax, New Delhi and confirmed the order of the CIT-A Order (“Tribunal
Order”). The Principal Commissioner of Income Tax filed an appeal against the Tribunal Order before
the High Court of Judicature at New Delhi. The matter is currently pending.

8. The Deputy Commissioner of Income Tax, New Delhi by its order dated March 24, 2015, assessed the
total loss of our Company for the assessment year 2011-12 by disallowing certain expenses claimed by
our Company on account of not deducting tax deductible at source (“Assessment Order”). A penalty
notice dated March 24, 2015 was issued to our Company. Our Company filed an appeal before the
Commissioner of Income Tax (Appeals), New Delhi (“CIT-A”) against the Assessment Order, which
the CIT-A by its order dated April 21, 2015, allowed in its entirety (“CIT-A Order”). The income tax
department filed an appeal before the Income Tax Appellate Tribunal, New Delhi (“Tribunal”) against
the CIT-A Order. The matter is currently pending.

9. The Income Tax Officer, by its order dated April 8, 2021, assessed the total income of our Company for
the assessment year 2018-19 by disallowing certain expenses deducted by our Company as share based
employee payments and made a demand of ₹17.21 million along with penalty and interest (“Assessment
Order”). Our Company filed an appeal before the Commissioner of Income Tax (Appeals), New Delhi
(“CIT-A”) against the Assessment Order. The matter is currently pending. Further, our Company has
filed an appeal against the intimation order dated August 19, 2020 and proposing to process the return of
income filed by our Company for assessment year 2018-19 and disallow certain expenses incurred by
our Company for the said assessment year.

10. The Deputy Commissioner of Income Tax, New Delhi by its order dated March 9, 2023, assessed the
total income of our Company for the assessment year 2018-19 by disallowing certain expenses claimed
by our Company on account of not deducting tax deductible at source and made a demand of ₹ 12.84
million (“Assessment Order”). Our Company filed an appeal before the Commissioner of Income Tax
(Appeals), New Delhi (“CIT-A”) against the Assessment Order. The matter is currently pending.

11. The Income Tax Officer by its order dated September 19, 2022, assessed the total income of our
Company for the assessment year 2020-21 by disallowing certain expenses deducted by our Company
such as provisions made for gratuity payments owed by the Company, change in the book value of
investment made by our Company and share based employee payments (“Assessment Order”). Our
Company filed an appeal before the Commissioner of Income Tax (Appeals) (“CIT-A”) against the
Assessment Order in relation to a disputed addition of income of ₹ 24.74 million. The matter is currently
pending.

12. The Commissioner of Central tax, CGST by its order dated February 18, 2022 (“GST Order”), held that
the services provided by our Company by operating the pathology lab at Fortis Memorial Research
Institute for the period from October, 2014 to June, 2017 were subject to service tax under the heading
of support services and imposed a demand of service tax of ₹ 44.22 million. Additionally, the GST Order
has also imposed penalty and interest on our Company. Our Company has filed an appeal before the

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 Customs, Excise and Service Tax Appellate Tribunal, Chandigarh. The matter is currently pending.

B. LITIGATION INVOLVING OUR SUBSIDIARIES

I. Litigation by our Subsidiaries

Criminal proceedings by our Subsidiaries

Agilus Pathlabs Private Limited (“Agilus Pathlabs”)

1. Agilus Pathlabs has filed one case under Section 138 of the Negotiable Instruments Act, 1881 in relation
to dishonour of cheques issued by T. Kannan. The amount involved in the matter is ₹ 5.00 million. The
matter is pending before the High Court of Bombay.

2. Agilus Pathlabs filed a complaint dated March 29, 2008 before the Police Station Incharge, Police Station
Pratapnagar, Jodhpur City (“Police Station”) against Anurag Gupta (“Accused”) alleging that the
Accused assaulted and threatened the employees working in one of the collection centres (“Centre”) of
Agilus Pathlabs and stole certain items and records from the Centre. Subsequently, the Police Station
registered a first information report dated March 29, 2008 against the Accused. The matter is currently
pending however, no court records are traceable in relation to this matter.

DDRC Agilus Pathlabs Limited (“DDRC”)

1. DDRC has filed one case under Section 138 of the Negotiable Instruments Act, 1881 in relation to
dishonour of cheques issued by M/s. White Square. The amount involved in the matter is ₹ 0.27 million.
The matter is pending before the Judicial First Class Magistrate’s Court (NI Act Cases), Ernakulam.

2. DDRC filed a complaint dated March 10, 2023 before the Assistant Commissioner, Ernakulam Town
South Police Station against one of its former employees (“Accused”) alleging inter alia that the Accused
had misused and misappropriated the prepaid fuel cards given to him and had illegally misappropriated
an amount of ₹ 0.14 million from DDRC by creating the false impression from time to time that he had
filled more fuel in the vehicle belonging to DDRC entrusted to him than was actually filled, hence
artificially inflating the expenses claimed by him. The matter is currently pending.

3. DDRC filed a complaint (“Complaint 1”) dated February 1, 2019, before the Additional Chief Judicial
Magistrate’s Court (E.O), Ernakulam (“ACJM”) against Dhiraj Dhinraj (“Accused”) alleging inter alia
that the Accused induced DDRC to conduct various medical tests worth ₹ 0.14 million for the Accused
and failed to pay the amount due to DDRC. The ACJM, pursuant to an order dated February 6, 2019
forwarded the Complaint 1 for investigation to the Station House Officer, Ernakulam Town South Police
Station (“SHO”). Subsequently, the SHO registered a first information report dated February 9, 2019
against the Accused, alleging that the Accused has cheated our Company with an intention to gain illegal
profits and cause heavy losses to our Company, thereby committing an offence punishable under Section
420 of the Indian Penal Code, 1860. Upon investigation, the SHO referred a report stating that the case
was of civil nature. Subsequently, DDRC filed a private complaint (“Complaint 2”) dated May 27, 2019
before the AJMC stating that the police have not conducted a proper investigation into the matter.
Pursuant to the Complaint 2, DDRC prayed for inter alia the AJMC to take cognizance of the offence
committed by the Accused and impose a penalty on him in accordance with law and to pass an order for
adequate compensation to DDRC. The matter is currently pending.

Other material proceedings by our Subsidiaries

Agilus Pathlabs Private Limited (“Agilus Pathlabs”)

1. Agilus Pathlabs filed a suit (“Suit”) dated September, 2006 against Atta’s Estate (“Defendant 1”), Negus
Mercantile Private Limited (“Defendant 2”) and others (“Defendants”) before the City Civil Court,
Calcutta (“City Civil Court”) in relation to certain property (“Property”) owned by the Defendant 1,
which was taken on rent by Agilus Pathlabs and where Agilus Pathlabs was running a pathology
laboratory and other allied medical services. Agilus Pathlabs, in the suit, claimed inter alia that the
representatives of the Defendants tried to forcefully evict Agilus Pathlabs from the Property without the
due process of the law. Agilus Pathlabs prayed for inter alia a decree of permanent injunction restraining

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 the Defendants and their representatives from dispossessing Agilus Pathlabs without due process of law.
Further, Agilus Pathlabs filed an application dated September 18, 2006 before the City Civil Court
praying inter alia for an ad interim order granting a temporary injunction restraining the Defendants and
their representatives from dispossessing Agilus Pathlabs without due process of law. The City Civil
Court, pursuant to its order (“Order 1”) dated September 20, 2006 directed the Defendants to maintain
status quo with respect to the nature and character of the Property. Further, the City Civil Court, pursuant
to its order dated January 2, 2019, made the Order 1 absolute until the disposal of the Suit. The matter is
currently pending.

II. Litigation against our Subsidiaries

Criminal proceedings against our Subsidiaries

There are no criminal proceedings initiated against our Subsidiaries, as on the date of this Draft Red Herring
Prospectus.

Actions by statutory or regulatory authorities against our Subsidiaries

Agilus Pathlabs Private Limited (“Agilus Pathlabs”)

1. The Regional Office, Employees’ State Insurance Corporation, Patna (“Regional Office”) issued a notice
(“Notice”) dated September 24, 2018 to Agilus Pathlabs noting that Agilus Pathlabs failed to pay the
contributions amount to ₹ 0.07 million (“Contribution”) as required under Sections 39 and 49 of the
Employees’ State Insurance Act, 1948 (“ESI Act”) with respect to 10 of its employees and asking Agilus
Pathlabs to show cause as to why the Contribution was not paid and represent its case in person. Due to
failure of Agilus Pathlabs to appear before the Regional Office, the Regional Office issued an office letter
dated November 15, 2018 providing another opportunity for Agilus Pathlabs to represent its case.
Subsequently, the Regional Office passed an order (“Order”) dated December 28, 2018, noting that
Agilus Pathlabs never appeared for a personal hearing and did not pay the Contribution or submit
monthly details of contributions for the period from November 2017 to July 2018 and ordered Agilus
Pathlabs to pay the Contribution within a period of 60 days from the date of the Order. Further, the Office
of the Recovery Officer, Employees’ State Insurance Corporation, Patna issued a demand notice dated
April 24, 2019 against Agilus Pathlabs for the recovery of an amount of ₹ 0.08 million, being the
Contribution along with interest. The matter is currently pending.

2. The Employees State Insurance Court, West Bengal, Kolkata (“ESIC Court”) passed an order dated
March 16, 2009 (“Order 1”) holding that Agilus Pathlabs stood covered under the Employees’ State
Insurance Act, 1948 (“ESIC Act”). Agilus Pathlabs filed an application for temporary injunction dated
July 1, 2009 seeking inter alia for an order of injunction restraining the ESIC Court from proceeding
further as per the Order 1. The ESIC Court, by its order dated July 31, 2009 (“Order 2”), granted a
temporary injunction against the Order 1. The matter is currently pending.

Pursuant to the Order 1, the Regional Office, Employees’ State Insurance Corporation, Maharashtra
(“Regional Office”) issued a notice dated July 29, 2009 to Agilus Pathlabs claiming an amount of ₹ 1.70
million on account of alleged failure of Agilus Pathlabs to pay the requisite compensation under the ESIC
Act and passed an order dated December 7, 2012 (“Order 3”) imposing a liability of ₹ 1.70 million on
Agilus Pathlabs. Agilus Pathlabs filed an application (“Application”) dated May 10, 2013 before the
Employees State Insurance Court, West Bengal, Kolkata (“ESIC Court”) against the Employees’ State
Insurance Corporation (“ESIC”) and the representatives of the ESIC challenging the Order 3, stating that
the Order 3 was in contravention of the Order 2 and was passed without jurisdiction and competence.
The matter is currently pending.

Other material proceedings against our Subsidiaries

Agilus Pathlabs Private Limited (“Agilus Pathlabs”)

1. For details regarding the contempt petition dated June 20, 2023 filed by Daiichi Sankyo Company,
Limited before the High Court of Judicature at Delhi (“High Court”) against Agilus Pathlabs, see
“Litigation involving our Company – Litigation against our Company – Other material proceedings
against our Company” on page 356. The High Court has not issued any notice against Agilus Pathlabs

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 in respect of the Contempt Petition.

2. For details regarding the application (“Urgency Application”) dated September 25, 2023 filed by
Daiichi Sankyo Company, Limited before the High Court of Judicature at Delhi (“High Court”) against
Agilus Pathlabs, see “Litigation involving our Company – Litigation against our Company – Other
material proceedings against our Company” on page 356. The High Court has not issued any notice
against Agilus Pathlabs in respect of the Urgency Application.

3. For details regarding the application dated September 14, 2023 filed by Chandra Shekhar Jha before the
High Court of Judicature at Delhi against Agilus Pathlabs, see “Litigation involving our Company –
Litigation against our Company – Other material proceedings against our Company” on page 356.

Tax proceedings involving our Subsidiaries

A summary table of the cases relating to direct and indirect taxes involving our Subsidiaries is set forth below:

Nature of case Number of cases Amount in dispute/demand (in ₹ million, to the extent quantifiable)
Agilus Pathlabs Private Limited
Direct tax 8 1,939.23
Indirect tax Nil Nil
DDRC Agilus Pathlabs Limited
Direct tax 9 95.73
Indirect tax Nil Nil
Agilus Pathlabs Reach Limited
Direct tax Nil Nil
Indirect tax Nil Nil
Agilus Diagnostics FZ LLC
Direct tax Nil Nil
Indirect tax Nil Nil
Total 17 2,034.96

In addition, set forth hereunder is a description of the tax matters involving our Subsidiaries in which the
aggregate monetary amount involved is equivalent to or exceeds ₹ 11.66 million:

Agilus Pathlabs Private Limited (“Agilus Pathlabs”)

1. The Deputy Commissioner of Income Tax, Mumbai (“DCIT”), by its order dated March 22, 2016
(“Assessment Order”) assessed the taxable income of Agilus Pathlabs for the assessment year 2013-14
by making additions for certain provisions for gratuity that Agilus Pathlabs did not disallow and made a
demand of ₹ 0.12 million. Thereafter, the Principal Commissioner of Income Tax, by its order dated
February 20, 2018 (“PCIT Order”) set aside the Assessment Order on account of failure by the DCIT
to examine whether certain expenses were allowed to be deducted claimed by Agilus Pathlabs. The
DCIT, by its revised order dated October 31, 2018 (“Revised Order”) made a revised demand of ₹
343.45 million. Agilus Pathlabs has filed an appeal dated November 30, 2018, against the Revised Order
before the Commissioner of Income Tax (Appeals), Mumbai. The matter is currently pending.

2. The Deputy Commission of Income Tax, Mumbai (“DCIT”), by its order dated December 30, 2016
(“Assessment Order”) assessed the taxable income of Agilus Pathlabs for the assessment year 2014-15
by disallowing certain professional fees, repairs and maintenance expenses and credit claimed by Agilus
Pathlabs and raised a demand of ₹ 353.76 million. Agilus Pathlabs filed an appeal dated January 24, 2017
against the Assessment Order before the Commissioner of Income Tax (Appeals), Mumbai. Additionally,
Agilus Pathlabs filed rectification application dated January 27, 2017 before the DCIT on account of
failure to consider brought forward business losses and short grant of TDS credit available to Agilus
Pathlabs, in relation to which the DCIT, by its rectification order dated February 21, 2017, revised its
demand to ₹ 207.13 million. The matter is currently pending.

3. The Assistant Commissioner of Income Tax, Mumbai, by its order dated December 29, 2017
(“Assessment Order”) assessed the taxable income of Agilus Pathlabs for the assessment year 2015-16
by disallowing certain professional fees, expenses and depreciation claimed by Agilus Pathlabs and

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 raised a demand of ₹ 407.22 million. Agilus Pathlabs filed an appeal dated January 19, 2018, against the
Assessment Order before the Commissioner of Income Tax (Appeals), Mumbai. The matter is currently
pending.

4. The Assistant Commissioner of Income Tax, Mumbai (“ACIT”), by its order dated December 20, 2018
(“Assessment Order”) assessed the taxable income of Agilus Pathlabs for the assessment year 2016-17
by disallowing certain professional fees, expenses and depreciation claimed by Agilus Pathlabs and
raised a demand of ₹ 379.25 million. Agilus Pathlabs filed an appeal dated January 18, 2019, against the
Assessment Order before the Commission of Income Tax (Appeals), Mumbai. The matter is currently
pending. Additionally, Agilus Pathlabs filed rectification application dated January 4, 2019 before the
ACIT on account of the Assessment Order erroneously considering dividend income of Agilus Pathlabs
as taxable, in relation to which the ACIT, by its rectification order dated February 18, 2019, revised its
demand to ₹ 307.24 million. The matter is currently pending.

5. The Deputy Commissioner of Income Tax, Mumbai (“DCIT”), by its order dated December 30, 2019
(“Assessment Order”) assessed the taxable income of Agilus Pathlabs for the assessment year 2017-18
by making additions for certain expenses incurred on account of professional fee paid to doctors, legal
and professional fees, repair and maintenance costs and depreciation on non-compete fee and on account
of cash accepted/deposited during demonetization and made a demand of ₹ 203.29 million. Agilus
Pathlabs filed an appeal before the Commissioner of Income Tax (Appeals), Mumbai on January 27,
2020. The matter is currently pending.

6. The Assistant Commissioner of Income Tax, New Delhi by its order dated June 20, 2018, raised a demand
of ₹ 19.90 million against Agilus Pathlabs for the assessment year 2017-18 on account of short deduction
of tax deductible at source by Agilus Pathlabs. Agilus Pathlabs filed an appeal before the Commissioner
of Income Tax (Appeals), New Delhi on August 9, 2018. The matter is currently pending.

7. The Deputy Commissioner of Income Tax, New Delhi by its order dated March 9, 2023, raised a demand
of ₹ 50.51 million against Agilus Pathlabs for the assessment year 2018-19 on account of short deduction
of tax deductible at source by Agilus Pathlabs. Agilus Pathlabs filed an appeal before the Commissioner
of Income Tax (Appeals), New Delhi on April 3, 2023. The matter is currently pending.

8. The Assistant Commissioner of Income Tax, Mumbai (“DCIT”), by its order dated February 28, 2020
(“Assessment Order”) assessed the taxable income of Agilus Pathlabs for the assessment year 2018-19
by disallowing refund of certain professional fees, expenses and depreciation claimed and made a
demand of ₹ 335.40 million. Agilus Pathlabs filed an appeal before the Commissioner of Income Tax
(Appeals), Mumbai on June 3, 2020. The matter is currently pending.

DDRC Agilus Pathlabs Limited (“DDRC”)

1. The Assistant Commissioner of Income Tax, Mumbai by its order dated December 12, 2011, assessed
the taxable income of our Subsidiary, DDRC for the assessment year 2009-10 by disallowing certain
expenses claimed by DDRC on account of not deducting tax deductible at source, and made a demand
of ₹14.23 million along with penalty and interest (“Assessment Order”). DDRC filed an appeal before
the Commissioner of Income Tax (Appeals), Mumbai (“CIT-A”) against the Assessment Order. The
matter is currently pending.

2. The Deputy Commissioner of Income Tax, Mumbai by its order dated March 5, 2013, assessed the
taxable income of our Subsidiary, DDRC for the assessment year 2010-11 by disallowing certain
expenses including employee provident fund contributions and discounts provided by DDRC to
hospitals, and made a demand of ₹ 33.54 million along with penalty and interest (“Assessment Order”).
DDRC filed an appeal before the Commissioner of Income Tax (Appeals), Mumbai (“CIT-A”) against
the Assessment Order. The matter is currently pending.

C. LITIGATION INVOLVING OUR DIRECTORS

I. Litigation by our Directors

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 Criminal proceedings by our Directors

There are no criminal proceedings initiated by our Directors as on date of this Draft Red Herring Prospectus.

Other material proceedings by our Directors

There are no other material proceedings initiated by our Directors as on date of this Draft Red Herring
Prospectus.

II. Litigation against our Directors

Criminal proceedings against our Directors

Dr. Ashutosh Raghuvanshi

1. In 2014, a complaint was filed by Drug Controller Officer - Jaipur before Chief Metropolitan Magistrate,
Jaipur against M/s Narayana Multi Specialty Hospital- Jaipur, Dr. Ashutosh Raghuvanshi, Dr. Mala
Airun and Col. (Retd.) Mohan Inder Singh Chauhan alleging violation of Section 18 (c) of Drugs and
Cosmetics Act, 1940 wherein the Learned Chief Metropolitan Magistrate- Jaipur passed a Cognizance
Order dated September 11, 2014. In a petition filed on behalf of Dr. Mala Airun for quashing of the said
order, Hon’ble High Court of Rajasthan-Jaipur vide order dated February 14, 2022 stayed the
proceedings before the lower court, qua the petitioner. Consequently, proceedings before the Chief
Metropolitan Magistrate, Jaipur remains stayed. The matter is currently pending.

Actions by statutory or regulatory authorities against our Directors

There are no actions by statutory or regulatory authorities initiated against our Directors as on date of this
Draft Red Herring Prospectus.

Other material proceedings against our Directors

Ravi Rajagopal

1. For details regarding the contempt petition (“Contempt Petition”) dated June 20, 2023 filed by Daiichi
Sankyo Company, Limited before the High Court of Judicature at Delhi (“High Court”) against Ravi
Rajagopal, see “Litigation involving our Company – Litigation against our Company – Other material
proceedings against our Company” on page 356. The High Court has not issued any notice against Ravi
Rajagopal in respect of the Contempt Petition.

Anand Kuppuswamy

1. For details regarding the contempt petition (“Contempt Petition”) dated June 20, 2023 filed by Daiichi
Sankyo Company, Limited before the High Court of Judicature at Delhi (“High Court”) against Anand
Kuppuswamy, see “Litigation involving our Company – Litigation against our Company – Other
material proceedings against our Company” on page 356. The High Court has not issued any notice
against Anand Kuppuswamy in respect of the Contempt Petition.

Dr. Ashutosh Raghuvanshi

1. For details regarding the contempt petition (“Contempt Petition”) dated June 20, 2023 filed by Daiichi
Sankyo Company, Limited before the High Court of Judicature at Delhi (“High Court”) against Dr.
Ashutosh Raghuvanshi, see “Litigation involving our Company – Litigation against our Company –
Other material proceedings against our Company” on page 356. The High Court has not issued any
notice against Dr. Ashutosh Raghuvanshi in respect of the Contempt Petition.

Dilip Kadambi

1. For details regarding the contempt petition (“Contempt Petition”) dated June 20, 2023 filed by Daiichi
Sankyo Company, Limited before the High Court of Judicature at Delhi (“High Court”) against Dilip

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 Kadambi, see “Litigation involving our Company – Litigation against our Company – Other material
proceedings against our Company” on page 356. The High Court has not issued any notice against Dilip
Kadambi in respect of the Contempt Petition.

Suvalaxmi Chakraborty

1. For details regarding the contempt petition (“Contempt Petition”) dated June 20, 2023 filed by Daiichi
Sankyo Company, Limited against Suvalaxmi Chakraborty before the High Court of Judicature at Delhi
(“High Court”), see “Litigation involving our Company – Litigation against our Company – Other
material proceedings against our Company” on page 356. The High Court has not issued any notice
against Suvalaxmi Chakraborty in respect of the Contempt Petition.

Tax proceedings involving our Directors

Nature of case Number of cases Amount in dispute/demand (in ₹ million, to the extent quantifiable)
Direct tax 3 0.90
Indirect tax Nil Nil
Total 3 0.90

D. LITIGATION INVOLVING OUR PROMOTER

I. Litigation by our Promoter

Criminal proceedings by our Promoter

1. Our Promoter has filed 7 cases under Section 138 of the Negotiable Instruments Act, 1881, in relation to
dishonor of cheques issued by patients at the various hospitals operated and managed by it. The aggregate
amount involved in these matters is ₹3.59 million. The matters are pending before various forums at
various stages of adjudication.

Other material proceedings by our Promoter

1. Our Promoter (“Fortis”) has filed a claim with the Interim Resolution Professional (“IRP”) in the
insolvency proceedings commenced against Dignity Buildcon Private Limited (“Lessor”) for an amount
aggregating to ₹817.81 million. A lease agreement dated March 11, 2014 (“Lease”) was executed
between Fortis and Lessor for office space at Sector- 62, Gurgaon, Haryana (“Property”). In furtherance
of the Lease, a security deposit of ₹217.35 million was paid to the Lessor which was refundable either
on expiry of the Lease term or the earlier termination thereof. Basis assurances that occupation certificate
(“OC”) for the Property would be obtained shortly, Fortis was granted possession for finishing works in
the Property and subsequently incurred expenses amounting to ₹255.25 million. However, there was an
inordinate delay in obtaining the OC and consequently the Lease was terminated on December 30, 2016.
Fortis served a demand notice on April 23, 2018, to the Lessor and its directors for refund of security
deposit and the amount spent on fitting and fixtures along with interest (“Demand Notice”). The Lessor
responded to the Demand Notice through letter dated July 5, 2018, calling for amicable resolution.
Further, one of the creditors of the Lessor initiated insolvency proceedings before the National Company
Law Tribunal, Delhi (“NCLT”) which was admitted on April 24, 2019, along with the appointment of
an IRP. Consequently, Fortis filed a claim on May 17, 2019, with the IRP. The matter is currently
pending.

2. Our Promoter (“Fortis”) filed a civil suit before the District Judge, Saket District Court, South District,
New Delhi (“District Court”) on October 5, 2020, against Fortis Charitable Foundation and others
(“Defendants”) for recovery of ₹6.06 million along with interest at the rate of 9% per annum form the
date of institution of the suit. In order to comply with the corporate social responsibility (“CSR”)
requirements of Section 135 of Companies Act, 2013 (“Companies Act”), Fortis constituted a CSR
Committee (“CSR Committee”). The CSR Committee in its meetings held on May 8, 2014, and
September 24, 2014, respectively, considered and approved inter alia the CSR policy and appointment

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 of the Defendants as the special purpose vehicle through which CSR activities of Fortis will be
undertaken. Following this, the CSR Committee in its meeting held on July 5, 2018, decided that
henceforth all CSR obligations of Fortis and its subsidiaries would be implemented exclusively by Fortis
CSR Foundation (“FCSR”), a wholly owned subsidiary of Fortis and that the Defendants would no
longer be engaged for the same. Fortis through letter dated October 3, 2018, conveyed the decision to the
Defendants (“Letter”). Further, it was also communicated that the Defendants should not commence any
new CSR activity on behalf of Fortis and its subsidiaries. In the Letter Fortis also called upon the
Defendants to inter alia return a sum of ₹6.06 million entrusted with the Defendants for the purpose of
discharging the CSR activities of Fortis which had remained unutilized by the Defendants. However, the
Defendants failed to repay the amount. The Defendants filed the reply before the District Court on
December 8, 2022, stating that the funds given by Fortis were in the nature of mandatory CSR
expenditure and cannot be termed as entrustment of funds. The matter is currently pending.

3. Our Promoter (“Fortis”) filed a suit before the Delhi High Court on January 9, 2023 against Balaji Great
Lotus Glory and others (“Defendants”) seeking inter alia that the draft term sheet dated December 6,
2017 (“Term Sheet”), including side letters dated December 6, 2017 (“Side Letters”) are declared non-
est and further the purported assignment of rights under the master settlement agreement dated September
26, 2020 (“MSA”) is non-est (“Suit”).

Fortis and Walmark Holdings Private Limited (“Parties”) were in the process of negotiating and
finalizing the Term Sheet for certain acquisitions. However, it is Fortis’s contention in the Suit that the
Term Sheet was never executed between the Parties and consequently, stood lapsed by efflux of time.
Further, in relation to a separate arbitration proceeding, wherein Fortis was not a party, Fortis received a
copy of an order dated October 17, 2022, passed in the said proceedings (“Interim Award”).
Additionally, a copy of the MSA, which was executed without Fortis’s knowledge, was also received
whereunder the other Defendants had assigned their rights under the disputed Term Sheet to Balaji Great
Lotus Glory. The Interim Award was terminated by the learned arbitrator through an order dated January
11, 2023. Consequently, Fortis has filed the Suit seeking inter alia that the Term Sheet and Side Letters
are declared non-est and the purported assignment of rights under the MSA is non-est. The matter is
currently pending.

4. Fortis Hospitals Limited (“FHsL”), a subsidiary of our Promoter (“Fortis”) filed a civil suit on August
26, 2019, before the Delhi High Court for recovery of ₹ 5,201.98 million against Best Healthcare Private
Limited, Fern Healthcare Private Limited and Modland Healthcare Private Limited, Fortis and others
(“Suit”). Fortis is a pro-forma defendant in the matter and no relief has been claimed against it.

FHsL had placed secured short-term investments in the nature of inter corporate deposits (“ICDs”) with
Best Healthcare Private Limited, Fern Healthcare Private Limited and Modland Healthcare Private
Limited (“Borrowers”) aggregating to ₹ 4,941.40 million on July 1, 2017, for a term of 90 days. On
February 28, 2018, these ICDs were secured by way of a duly registered charge on the present and future
assets of the Borrowers. Consequently, the Borrowers defaulted on their payment obligations and a
demand notice dated March 16, 2018 was sent by FHsL to the Borrowers. Further, by letter dated March
27, 2018, FHsL issued a notice seeking enforcement of security created by the Borrowers. After multiple
reminders and subsequent non-payment of dues by the Borrowers, FHsL issued a demand notice dated
June 8, 2018. Additionally, the Plaintiff along with Fortis sent a legal notice dated November 10, 2018,
to the Defendants to pay outstanding dues from the loan agreements. Meanwhile, the Securities and
Exchange Board of India (“SEBI”) also initiated investigation into certain issues concerning transactions
pertaining to the loan agreements between FHsL and the Borrowers. Upon investigation, SEBI through
its orders dated October 17, 2018, December 21, 2018, and March 19, 2019, directed FHsL to take
appropriate steps for the recovery of the entire loan amount from the Borrowers and other defendants
excluding Fortis (“Defendants”). Upon further failure of payment, FHsL along with Fortis filed an
application dated February 13, 2019, before SEBI under the Securities and Exchange Board of India Act,
1992 (“SEBI Act”) for recovery of ₹4,030.00 million along with interest from the Defendants. SEBI
through its order dated June 14, 2019, stated that the provisions of the SEBI Act cannot be invoked at
this stage and that FHsL and Fortis may take all steps necessary to recover the loan amounts. Following
the directions by SEBI the Suit has been filed. The matter is currently pending.

Further, based on the complaint dated November 9, 2020, filed by Fortis with the Economic Offence
Wing, New Delhi (“EOW”), a First Information Report (“FIR”) was registered by EOW on July 3, 2021.

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 EOW is investigating the matter.

II. Litigation against our Promoter

Criminal proceedings against our Promoter

1. Basis a complaint letter dated April 11, 2012, by Kanwarjit Singh against Fortis Hospital, Mohali (a
hospital operated and managed by our Promoter and hereinafter referred to as the “Hospital”), alleging
issuance of expired drugs by the Hospital, an enquiry into the matter was initiated by the office of Drugs
Inspector, Mohali. Upon conclusion of the enquiry, a complaint dated July 22, 2014, was filed by Amit
Lakhanpal, Drugs Inspector, S.A.S. Nagar, before the Chief Judicial Magistrate, S.A.S. Nagar, Punjab
(“CJM”), against inter alia the Hospital, Col. H.S. Chehal (responsible person on behalf of the Hospital),
the nurse and the pharmacist involved in the matter, under Section 32 of the Drugs and Cosmetics Act,
1940 (the “Act”), alleging contravention of the Drugs and Cosmetics Rules, 1945 and Section 18(a)(vi)
of the Act (“Complaint”).

On September 9, 2014, a petition was filed by Col. H.S. Chehal before the High Court of Punjab and
Haryana praying for, inter alia, quashing of the Complaint and all consequential proceedings arising
therefrom, as well as a stay on the proceedings till the pendency of the petition. The petition was
dismissed on June 29, 2020. An application for the discharge of Col. H.S. Chehal from the case has since
been filed before the Additional Sessions Judge, S.A.S Nagar. The matter is currently pending.

2. Pursuant to an application dated July 28, 2018 (“Application”) submitted to the Metropolitan Magistrate,
North West, Rohini Court, Delhi ("MM”) by Sapna Jain, on behalf of her son, (the “Complainant”), an
investigation was directed to be conducted against inter alia Fortis Hospital, Shalimar Bagh, Delhi (a
hospital operated and managed by our Promoter ("Fortis") and hereinafter referred to as the “Hospital”),
its management and doctors, for allegedly causing injury and subsequently concealing the truth about the
injury and falsifying medical records of the Complainant, which led to him developing a rare disease due
to lack of appropriate treatment. However, as on the date of this DRHP, no notice has been issued to
Fortis by the MM.

In furtherance of the said investigation, a representation was made to the Chairman of the Delhi Medical
Council (“DMC”) by the investigating officer, for obtaining a medical opinion regarding negligence on
the part of the doctors of the Hospital. On August 13, 2019, the DMC issued a medical opinion stating
that no negligence could be attributed on the part of the doctors in the treatment of the Complainant.
Despite the opinion of the DMC stating that no negligence could be attributed on the part of the doctors
in the treatment of the Complainant, the Application was allowed by the MM on September 27, 2019 and
an order directing registration of an FIR by the police was passed (“Impugned Order”). Consequently,
an FIR was registered by the police on October 1, 2019, under Sections 336 and 337 of the Indian Penal
Code, 1860, against certain personnel associated with Fortis. A closure report dated July 26, 2023, was
submitted to the MM and is currently under consideration.

Aggrieved by the Impugned Order and the consequent FIR, Dr. Ritu Verma and two other doctors of the
Hospital had filed a writ petition under Articles 226 and 227 of the Constitution of India before the High
Court of Delhi (“Delhi High Court”) seeking quashing of Impugned Order and the consequent FIR on
the grounds that the same was contrary to the medical opinion issued by the DMC. This writ petition has
been heard together with an existing writ petition filed by the Complainant in April, 2019, seeking the
appointment of an independent committee of medical experts to assess the facts of the case and transfer
of the case to the Central Bureau of Investigation (“CBI”). The Complainant has since filed another
application seeking CBI probe into the employment of two allegedly unqualified doctors of the Hospital
that were involved in the case and another writ petition praying for the cancellation of registration of the
Hospital under provisions of the Delhi Nursing Homes Registration Act, 1953. These matters are
currently pending before the Delhi High Court.

Actions by statutory or regulatory authorities against our Promoter

1. Pursuant to the conclusion of an investigation initiated by SEBI during Fiscal 2018, pertaining to, inter
alia the diversion of approximately ₹4,730 million from our Promoter (“Fortis”), for the ultimate benefit
of the erstwhile promoters of Fortis, SEBI vide a show cause notice dated November 20, 2020 (“SCN”)

369
 issued to various entities, including Fortis and Fortis Hospitals Limited (“FHsL” and together with
Fortis, the “Noticees”), inter alia alleged that the consolidated financials of Fortis during the relevant
period were untrue and misleading for the shareholders of Fortis and Fortis had circumvented certain
provisions of the SEBI Act, the SCRA, and certain SEBI regulations.

In response to the SCN, the Noticees submitted a joint representation/reply to SEBI on December 28,
2020, praying for quashing of the SCN on the grounds that all acts impugned in the SCN related to the
period when the erstwhile promoters of Fortis controlled the affairs of the Noticees, and the Noticees
themselves were victims of the schemes of the erstwhile promoters of Fortis and thus ought not to be
held accountable for the actions of the wrongdoers. Subsequently, SEBI vide an order dated April 19,
2022, directed the Noticees to continue to pursue measures to recover approximately ₹3,971 million,
along with due interest, which had already been initiated by the Noticees from the erstwhile promoters
of Fortis and imposed a penalty of ₹10.00 million and ₹5.00 million on Fortis and FHsL, respectively
(“Impugned Order”).

The Noticees filed an appeal against the Impugned Order before the Securities Appellate Tribunal,
Mumbai (“SAT”). Vide an order dated July 8, 2022, SAT has stayed the Impugned Order, subject to a
deposit of 50% of the penalty amount with SEBI, which has been deposited by the Noticees in accordance
with SAT’s instructions. The appeal remains pending adjudication.

2. Pursuant to an order dated February 17, 2018, issued by the Ministry of Corporate Affairs, the Serious
Fraud Investigation Office (“SFIO”) was directed to conduct investigations into the affairs of our
Promoter (“Fortis”) to inter alia ascertain rotation/siphoning of funds, including the quantum and
beneficiaries thereof, instances of mismanagement, negligence, fraud, etc. Consequently, Fortis became
subject to the aforesaid investigation by the SFIO regarding certain alleged improper transactions and
non-compliances which relate to or originated prior to the change in management and ownership of Fortis
from its erstwhile promoters in Fiscal 2018. Pursuant to the aforesaid investigation, Fortis, along with
certain of its subsidiaries (together, the “Fortis Group”) have received notices requiring them to furnish
documents, information and respond to summons. While the Fortis Group is cooperating with the
relevant authorities in relation to such proceedings, Fortis filed a complaint (“Complaint”) with the
Economic Offences Wing, New Delhi (“EOW”) against the erstwhile promoters of Fortis and their
related entities on November 9, 2020, which is also being investigated by the Enforcement Directorate.
Basis the said complaint, an FIR was registered against the relevant entities on July 3, 2021. The
investigation is currently ongoing.

Other material proceedings against our Promoter

1. Jayant Singh (“Petitioner”) filed a writ petition on February 12, 2018, before the Supreme Court of India
(“Supreme Court”) against our Promoter (“Fortis”), Fortis Memorial Research Institute (“FMRI”) and
others alleging inter alia failure on part of FMRI to take adequate steps to treat the Petitioner’s daughter,
medical negligence, and unlawful enrichment on account of exponential charges. The Petitioner claimed
compensation for a total sum of ₹100.00 million and further setting up of an endowment foundation for
₹1,000.00 million. Fortis filed a reply dated July 25, 2018, denying all claims of the Petitioner and further
stating that FMRI is neither managed nor operated by it and its operations are overlooked by Fortis
Hospitals Limited (“FHsL”), a subsidiary of Fortis.

Further, the Petitioner lodged a complaint with the police station Sushant Lok, Gurugram, based on which
a First Information Report was registered on December 9, 2017, against one of the attending doctors
(“Dispute”).

The Petitioner and FHsL have entered into a settlement agreement dated August 21, 2023 (“Settlement
Agreement”) wherein the Dispute has been amicably settled. Under the Settlement Agreement, a total
sum of ₹7.80 million is payable to the Petitioner upon successful completion of certain milestones.
Pursuant to the Settlement Agreement, the Petitioner submitted a letter dated August 29, 2023, to the
Chief Medical Officer, Gurugram requesting withdrawal of all actions initiated against Fortis and FMRI.
Moreover, the Petitioner has filed an interim application on September 13, 2023, before the Supreme
Court seeking withdrawal of the writ petition. The matter is currently pending.

2. Following a successful bid, our Promoter (“Fortis”), entered into a share subscription agreement dated
July 13, 2018, with Northern TK Venture Pte. Ltd. (“Northern TK”), an indirect wholly owned

370
 subsidiary of IHH Healthcare Berhad (“IHH”), for an equity infusion of ₹40,000.00 million into Fortis
by Northern TK for 31.17% of the share capital of Fortis, subject to approval of the shareholders of Fortis
(which was obtained in due course). In terms of the Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011, Northern TK was consequently obligated to
make mandatory open offers for acquisition of additional shares in Fortis and Fortis Malar Hospitals
Limited, respectively (“Open Offers”) and public announcements with respect to the Open Offers were
made on July 13, 2018. On November 13, 2018, the preferential allotment of Fortis shares to Northern
TK was completed. Thereafter, the Supreme Court of India (“Supreme Court”), in proceedings initiated
by Daiichi Sankyo Company Limited against inter-alia the erstwhile promoters of Fortis and certain
entities controlled by them and to which IHH, Northern TK and Fortis were not impleaded as parties,
vide an ex-parte order dated December 14, 2018 (“Status Quo Order”) directed that “status quo with
regard to sale of the controlling stake in Fortis Healthcare to Malaysian IHH Healthcare Berhad be
maintained”. In order to comply with the Status Quo Order, the Open Offers were put on hold. Thereafter,
the Supreme Court in Contempt Petition (Civil) No. 2120/2018 passed a judgement dated November 15,
2019, wherein a suo motu contempt notice was issued to, among others, Fortis and further directed that
a contempt petition be registered in regard to the alleged violation of the Status Quo Order, passed by
the Supreme Court (“Contempt Judgment”).

Petitions before the Supreme Court, including the suo motu contempt proceedings, have been disposed
of pursuant to the Supreme Court’s final judgment dated September 22, 2022 (“Judgment”). No finding
of contempt has been made against Fortis, or its independent directors. The Judgment inter alia indicated
that certain transactions entered into between Fortis and RHT Health Trust (“RHT”, and such
transactions, “RHT Transactions”) appeared prima facie to be an acquisition of proprietary interest to
subserve the business structure of Fortis. The Supreme Court also passed certain directions to the Delhi
High Court to consider issuing appropriate process and appoint forensic auditors(s) to analyse the
transactions entered into between Fortis and RHT and other related transactions, if the Delhi High Court
so deems appropriate. Pursuant to the Judgement, the Delhi High Court through its order dated October
18, 2022, directed Daiichi Sankyo Company Limited to file an application defining the contours of the
forensic audit sought, which could thereafter be considered by the Delhi High Court. Daiichi Sankyo
Company Limited has filed an application dated November 29, 2022, before the Delhi High Court
seeking directions in connection with the forensic audit. Fortis is opposing the application filed by
Daiichi Sankyo Company Limited before the Delhi High Court for appointment of forensic auditor. The
matter is currently pending.

For details regarding the two applications dated May 23, 2023 and May 29, 2023, the application dated
September 25, 2023 and the contempt petition dated June 20, 2023, filed by Shivinder Mohan Singh
(through Aditi S. Singh) and Daiichi Sankyo Company Limited respectively against our Promoter before
the Delhi High Court at Delhi, see “Litigation involving our Company – Litigation against our Company
– Other material proceedings against our Company” on page 356.

3. Participation Finances & Holding (India) Limited (“Plaintiff”) filed a suit on February 26, 2018 (“Suit”)
before the District Judge, Patiala House District Court, New Delhi (“District Judge”), against our
Promoter (“Fortis”) and others (“Defendants”). In addition to certain financial claims, the Plaintiff
prayed for inter alia a decree declaring that the Plaintiff has an implied ownership over the brands
‘Fortis’, ‘SRL’ and ‘La Femme’ (“Brands”) and further seeking a relief that Fortis is liable for claims
owed by the Plaintiff to a third party emanating from a term sheet dated December 6, 2017 (“Term
Sheet”) allegedly entered into by Fortis and the third party. The District Judge through its order dated
February 26, 2018, passed an ex-parte interim order against the Defendants directing that any transaction
taking place in favour of any third party and affecting the interest of the Plaintiff shall be subject to the
orders passed in the Suit. Fortis filed a written statement dated May 17, 2018, before the District Judge
denying all allegations made against it and stating inter alia that the Plaintiff has failed to establish any
ownership of the Brands as it has not annexed any documents to substantiate such ownership and further
that Fortis has not signed the alleged Term Sheet with the third party. In similar vein, there was no
contractual relationship between Fortis and the Plaintiff in relation to the Plaintiff’s right to claim
ownership over the Brands. Subsequently, the Plaintiff filed an application dated February 13, 2019,
before the District Judge seeking amendment in the Suit inter alia to add IHH Healthcare Berhad,
Northern TK Venture Pte. Ltd. and Parkway Pantai Limited to the memo of parties of the Suit in light of
IHH Healthcare Berhad’s acquisition of the majority shareholding of Fortis and its reported intention to
discontinue the use of the Brands in the future. The matter is currently pending. For further details, in

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 relation to the proceedings initiated against our Company, see “-Other material proceedings against our
Company” on page 356.

4. Walmark Holdings Limited (“Petitioner”) filed a petition under the Arbitration & Conciliation Act, 1996
before Delhi High Court on May 21, 2019, against our Promoter (“Fortis”) (“Petition”). The Petition
has been filed alleging inter alia that differences arose between the Petitioner and Fortis on account of
non-implementation of binding term sheet dated December 6, 2017 (“Term Sheet”) along with side
letters dated December 6, 2017, and December, 2017, respectively (“Side Letters”). Further, the
Petitioner has also alleged that these agreements were based on various understandings illustrated
through the mail exchanged between representatives of the Petitioner and Fortis and also the non-binding
term sheet dated September 26, 2017 (“NBTS”). The Petitioner prayed for inter alia recovery of
transaction break-up fee of ₹1,900.00 million and other contractual claims amounting to ₹3,000.00
million. Fortis filed its reply on July 24, 2019, denying any agreement/arrangement pertaining to the
Term Sheet, Side Letters and NBTS. Consequently, the Petitioner sought to withdraw the Petition
through application dated November 20, 2019, which was allowed by the Delhi High Court through order
dated February 24, 2020.

Subsequently, Fortis filed an application under the Code of Criminal Procedure, 1973 before the Delhi
High Court on August 18, 2020, seeking action against officers of Walmark Holdings Limited
(“Defendant”) for perjury. Fortis contended that the Defendant had relied on the Term Sheet bearing
forged signatures of Bhavdeep Singh, the erstwhile Chief Executive Officer of Fortis. Additionally,
Georg Ehrman, one of the signatories to the purported Term Sheet on behalf of the Defendant confirmed
in an affidavit filed on October 30, 2021, before the Delhi High Court that the Term Sheet never came
into effect. As on date, other officers of the Defendant are evading service of the notice. An application
for substituted service was moved by Fortis before the Delhi High Court on November 11, 2022, and the
same was allowed by order dated February 9, 2023, granting permission to serve notice by publication
in newspapers. The matter is currently pending.

Disciplinary actions including penalties imposed by SEBI or a recognised stock exchange in the last five
Fiscals

For details in relation the penalties imposed by SEBI on our Promoter, see “-Actions by statutory or regulatory
authorities against our Promoter” on page 369.

Except as disclosed below, there are no penalties imposed by recognized stock exchanges on our Promoter in
the last five financial years:

Penalties imposed by NSE:

(₹ in million)
Particulars Amount
Non-Compliance with Regulation 33 of the SEBI LODR Regulations for the quarter and financial
6.30
year ended March 31, 2018
Non-Compliance with Regulation 33 of the SEBI LODR Regulations for the quarter and financial
0.04
year ended March 31, 2018
Non-Compliance with Regulation 18(1) of the SEBI LODR Regulations during the quarter ended
0.12
December 31, 2018
Non-Compliance with Regulation 18(1) of the SEBI LODR Regulations during the quarter ended
0.07
March 31, 2019

Penalties imposed by BSE:

(₹ in million)
Particulars Amount
Non-Compliance with Regulation 33 of the SEBI LODR Regulations for the quarter and financial
6.21
year ended March 31, 2018
Non-Compliance with Regulation 33 of the SEBI LODR Regulations for the quarter and financial
0.13
year ended March 31, 2018
Non-Compliance with Regulation 18(1) of the SEBI LODR Regulations during the quarter ended
0.12
December 31, 2018
Non-Compliance with Regulation 18(1) of the SEBI LODR Regulations during the quarter ended
0.07
March 31, 2019

Tax proceedings involving our Promoter

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 Amount in dispute/demand (in ₹ million, to
Nature of case Number of cases
the extent quantifiable)
Direct tax 14 713.30
Indirect tax 4 396.60
Total 18 1,109.89

E. LITIGATION INVOLVING OUR GROUP COMPANIES WHICH MAY HAVE A MATERIAL

IMPACT ON OUR COMPANY

Litigation against our Group Companies

Escorts Heart Institute and Research Centre Limited (“EHIRCL”)

1. On April 9, 2021, SEBI issued a show cause notice (“SCN”) to various noticees, including Escorts Heart
Institute and Research Centre Limited (“EHIRCL”), alleging that certain noticees, including EHIRCL,
were part of a fraudulent and deceptive device wherein they acted in fraudulent manner which led to the
misuse and/or diversion of funds from a listed company i.e. Fortis Healthcare Limited (“Fortis”),
amounting to approximately ₹3,971.00 million for the ultimate benefit of the erstwhile promoters of
Fortis and entities owned/controlled by them. In this respect, on May 18, 2022, SEBI passed an order
holding EHIRCL responsible for the fraudulent scheme perpetrated at the behest of the then management
of Fortis and Fortis Hospitals Limited for the benefit of the erstwhile promoters of Fortis and therefore
violating the relevant provisions of SEBI (PFUTP) Regulations and imposed a penalty of ₹10.00 million
on EHIRCL for violation of certain provisions of SEBI laws (“Impugned Order”).

EHIRCL has filed an appeal against Impugned Order before the Securities Appellate Tribunal, Mumbai
(“SAT”). While SAT has stayed Impugned Order subject to a deposit of 50% of the penalty amount with
SEBI, which has been deposited by EHIRCL in accordance with SAT's instructions, the appeal remains
pending adjudication.

Fortis Hospitals Limited (“FHsL”)

1. For details regarding the show cause notice dated November 20, 2020 issued by SEBI to FHsL, see
“Litigation involving our Promoter – Litigation against our Promoter – Actions by statutory or
regulatory authorities against our Promoter” on page 369.

F. OUTSTANDING DUES TO CREDITORS

In accordance with the Materiality Policy, a creditor has been considered ‘material’ if the amount due to
such creditor exceeds ₹ 69.74 million, being 5% of the consolidated trade payables as on March 31, 2023
(“Material Creditor”).

As of March 31, 2023, outstanding dues to Material Creditors, micro, small and medium enterprises and
other creditors, on a consolidated basis, is as follows:

Sr. No. Type of creditor No. of creditors Amount involved (in ₹ million)
1. Micro, small and medium enterprises*# 217 166.10^
2. Material Creditors Nil Nil
3. Other creditors 3588 1,228.62^
Total 3,805 1,394.72
*
As defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended.
#
Including interest.
^ Including provisions and amounts not attributable to individual creditors.

In terms of the Materiality Policy, there are no Material Creditors of our Company as on the date of this Draft
Red Herring Prospectus.

G. MATERIAL DEVELOPMENTS

Except as disclosed in “Management’s Discussion and Analysis of Financial Position and Results of

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Operations – Significant Developments subsequent to March 31, 2023” on page 349, there have been no
material developments, since the date of the last financial statements disclosed in this Draft Red Herring
Prospectus, any circumstances, which materially and adversely affect, or are likely to affect our trading or
profitability of our Company or the value of our assets or our ability to pay our liabilities within the next 12
months.

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 GOVERNMENT AND OTHER APPROVALS

Set out below is a list of all material consents, licenses, permissions, registrations and approvals applicable to
our Company and Material Subsidiaries which are required from various governmental, statutory and regulatory
authorities in India, and are necessary for undertaking our Company and Material Subsidiaries’ business
(“Material Approvals”). Some of these may expire in the ordinary course of business, the applications for renewal
of which are submitted in accordance with applicable procedures and requirements.

We have also disclosed below (i) the Material Approvals that have expired and for which renewal applications
have been made; (ii) the Material Approvals that have expired and for which renewal applications are yet to be
made; (iii) the Material Approvals required and applied for but yet to be received and (iv) Material Approvals
required but not yet applied for.

For details in connection with the regulatory and legal framework within which our Company and our Material
Subsidiaries operate, see “Key Regulations and Policies” on page 192.

For Offer related approvals, see “Other Regulatory and Statutory Disclosures” on page 378 and for
incorporation details of our Company and Material Subsidiaries, see “History and Certain Corporate Matters”
and “Our Holding Company, Our Subsidiaries, and Our Joint Venture” on pages 200 and 207.

I. Material Approvals in relation to our business and operations

Material business related approvals in respect of patient service centers and laboratories operated and
maintained by our Company and Material Subsidiaries

1. Registration under the Clinical Establishments (Registration and Regulations) Act, 2010 or under respective
State clinical establishment legislations and rules thereunder, as applicable, issued by the appropriate State
authority, wherever applicable.

2. Trade license under applicable local municipality laws, issued by appropriate local municipality, wherever
applicable.

3. Consent to operate and consent to establish under the Water (Prevention and Control of Pollution) Act, 1974
and Air (Prevention and Control of Pollution) Act, 1981, issued by the respective State Pollution Control
Board, wherever applicable.

4. Biomedical waste authorisation under the Biomedical Waste (Management and Handling) Rules, 2016, issued
by the respective State Pollution Control Board, wherever applicable.

5. Registration under the Pre-Conception and Pre-Natal Diagnostic Techniques (Prohibition of Sex Selection)
Act, 1994 and the rules thereunder, issued by the appropriate State authority, wherever applicable.

6. Fire safety no objection certificate issued by the appropriate municipal authority fire department under the
relevant State legislation, wherever applicable.

7. Registration for operation of medical diagnostic X-ray equipment under the Atomic Energy Act, 1962 and
the rules thereunder, issued by the Atomic Energy Regulatory Board, wherever applicable.

8. Registration for operation of generators issued by the respective state electrical inspectorate, wherever
applicable.

Material labour/employment related approvals

1. Registration under applicable shops and establishments legislation for our laboratories, patient service centres
and offices, issued by the ministry or department of labour of relevant State government, wherever applicable.

2. Registration under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, issued by the
Employees’ Provident Fund Organisation.
3. Registration under the Employees’ State Insurance Act, 1948, issued by the Regional Office, Employees State
Insurance Corporation of the respective States.

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Material tax related approvals

1. Permanent account number of our Company and our Material Subsidiaries issued by the Income Tax
Department under the Income Tax Act, 1961.

2. Tax deduction account number of our Company and our Material Subsidiaries issued by the Income Tax
Department under the Income Tax Act, 1961.

3. Goods and services tax registration of our Company and our Material Subsidiaries issued under the Goods
and Service Tax Act, 2017 and the respective State goods and service tax legislations.

4. Importer-Exporter Code registration certificate of our Company and Agilus Pathlabs Private Limited (being
our Material Subsidiary) issued by the Directorate General of Foreign Trade, Government of India under the
Foreign Trade (Development and Regulation) Act, 1992.

II. Material Approvals that have expired and for which renewal applications have been made:

Date of acknowledgement of application

Nature of approval Issuing authority
/ date of application
Clinical establishment registration Department of Health and Family July 12, 2022
for the patient service centre at Welfare, Government of West Bengal
Burdwan, West Bengal
Biomedical waste management for Kerala Pollution Control Board November 8, 2022
the laboratory at Ulloor,
Thiruvananthapuram
Trade license for the laboratory at Department of Urban Local Bodies, April 1, 2023
Gurugram, Haryana Government of Haryana
Trade license for the laboratory at Department of Urban Local Bodies, April 1, 2023
Golf course, Gurugram, Haryana Government of Haryana

III. Material Approvals that have expired and for which renewal applications are yet to be made:

Nil

IV. Material Approvals required and applied for but yet to be received:

Date of acknowledgement of
Nature of approval Issuing authority
application / date of application
Clinical establishment registration Department of Urban Local Bodies, December 18, 2020
for the laboratory at Ulloor, Government of Kerala
Trivandrum, Kerala
Clinical establishment registration Department of Health and Family January 23, 2020
for the laboratory at Kollam, Kerala Welfare, Government of Kerala
Consent to operate for the patient West Bengal Pollution Control Board July 24, 2022
service centre at Burdwan, West
Bengal
Biomedical waste management for West Bengal Pollution Control Board July 24, 2022
the patient service centre at
Burdwan, West Bengal
Trade license for the laboratory at Department of Urban Local Bodies, September 2, 2022
Kharghar, Maharashtra Government of Maharashtra
Consent to operate for the Maharashtra Pollution Control Board June 28, 2023
laboratory in Aundh, Pune,
Maharashtra
Biomedical waste management for Maharashtra Pollution Control Board June 28, 2023
the laboratory at Aundh,
Maharashtra

V. Material Approvals required but not yet applied for by our Company:

Nil

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Intellectual property rights

For details, see “Our Business - Intellectual Property” on page 189 and for risks associated with our intellectual
property, see “Risk Factors - Our trade mark applications in relation to our new brand, “Agilus Diagnostics”
and “Agilus” are not yet registered, and some have been objected/opposed by other parties. Any inability to
obtain registration or otherwise protect our intellectual property rights, or any exposure to misappropriation and
infringement claims by third parties, could have an adverse effect on our business, reputation, financial condition
and results of operations.” on page 38.

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 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer

The Offer has been authorized by a resolution of our Board dated August 4, 2023.

The initiation of the Offer process and other related matters were approved, by the board of directors and the
shareholders of our Promoter (by resolutions dated August 4, 2023 and September 7, 2023, respectively), with the
actual timing and implementation of the Offer itself being subject to determination by the respective boards of the
Promoter and our Company, after considering the prevailing market conditions and other relevant factors.

Further, our IPO Committee has taken on record the respective consents for the Offer for Sale by the Selling
Shareholders in its meeting held on September 29, 2023.

Our Board and IPO Committee have each approved this Draft Red Herring Prospectus pursuant to their resolutions
dated September 25, 2023 and September 29, 2023, respectively.

Each of the Selling Shareholders have, severally and not jointly, authorised and confirmed inclusion of their
portion of the Offered Shares as part of the Offer for Sale, as set out below:

Date of board
Name of the Selling Aggregate number of Equity Shares resolution / Date of consent
S. No.
Shareholder being offered in the Offer for Sale corporate letter
authorisation
1. International Finance Up to 2,985,075 Equity Shares August 31, 2023 September 29, 2023
Corporation
2. NYLIM Jacob Ballas Up to 7,462,700 Equity Shares August 2, 2023 September 29, 2023
India Fund III LLC
3. Resurgence PE Up to 3,786,189 Equity Shares August 9, 2023 September 29, 2023
Investments Limited

In-principle listing approvals

Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant
to letters dated [●] and [●], respectively.

Prohibition by SEBI or other governmental authorities

Our Company, our Subsidiaries, our Promoter, our Directors, the members of the Promoter Group and each of the
Selling Shareholders, the persons in control of our Company are not prohibited from accessing the capital markets
or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any
securities market regulator in any jurisdiction or any other authority / court.

Compliance with the Companies (Significant Beneficial Owners) Rules, 2018

Our Company, our Promoter, the members of the Promoter Group and each of the Selling Shareholders severally
and not jointly confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules,
2018, in relation to our Company, to the extent applicable, as on the date of this Draft Red Herring Prospectus.

Directors associated with the securities market

Except for Suvalaxmi Chakraborty who is a director on the board of Kaleidofin Private Limited, which is a SEBI
registered entity, none of our Directors are, in any manner, associated with the securities market. Further, there
are no outstanding actions against Suvalaxmi Chakraborty or Kaleidofin Private Limited, initiated by SEBI in the
past five years.

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with Regulation 6(1) of the SEBI ICDR Regulations, and is
in compliance with the conditions specified therein in the following manner:

378
(a) Our Company has had net tangible assets of at least ₹ 30 million, calculated on a restated and consolidated
basis, in each of the preceding three full years (of 12 months each);

(b) Our Company has an average operating profit of at least ₹ 150 million, calculated on a restated and
consolidated basis, during the preceding three years (of 12 months each), with operating profit in each of
these preceding three years;

(c) Our Company has a net worth of at least ₹ 10 million in each of the preceding three full years (of 12 months
each), calculated on a restated and consolidated basis; and

(d) Except as disclosed in “History and Certain Corporate Matters- Amendments to our Memorandum of
Association” on page 201, our Company has not changed its name in the year immediately preceding the
date of this Draft Red Herring Prospectus. Our Company is of the view that the change of its name does
not indicate a new line of business / activity for the Company. Further our Company has not undertaken
any new business activity indicated pursuant to the new name.

Unless stated otherwise, our Company’s net tangible assets, operating profits and net worth, have been derived
from the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus as at and for
the last three Financial Years, which are set forth below:

Derived from our Restated Consolidated Financial Information:

(in ₹ million, unless otherwise stated)
Financial year ended
Particulars
March 31, 2021 March 31, 2022 March 31, 2023
Net Tangible Assets, as restated and consolidated1 8,739.59 7,263.93 6,842.66
Operating Profit, as restated and consolidated2 1,665.18 6,386.82 1,500.16
Average Operating Profit, as restated and consolidated 3,184.05
Net Worth, as restated and consolidated3 11,695.71 17,243.43 18,037.66
Source: Restated Consolidated Statement of Assets and Liabilities and Restated Consolidated Statement of Profit and Loss of the Company as
included in this Draft Red Herring Prospectus under the section “Financial Statements”
Notes:
1. Net Tangible Assets, restated and consolidated, mean the sum of all net assets of the Company and excluding intangible assets, each on
restated and on consolidated basis and as defined in Indian Accounting Standard 38, Intangible Assets.
2. Restated and consolidated Operating Profit has been calculated as restated and consolidated net profit before tax excluding other income
and finance cost each on a restated and consolidated basis.
3. Restated and consolidated 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 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, as per the audited balance sheet, but
does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. Further, capital reserve
have been excluded when computing net worth since these were not created out of the profits

The Selling Shareholders have confirmed that they have held the Offered Shares for a period of at least one year
prior to the date of filing of this Draft Red Herring Prospectus and that they are in compliance with Regulation 8
of the SEBI ICDR Regulations and are eligible for being offered in the Offer for Sale.

Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Offer shall be not less than 1,000, and should our Company fail to do so, the Bid
Amounts received by our Company shall be refunded to the Bidders, in accordance with the SEBI ICDR
Regulations and applicable law.

Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulations 5 and 7(1) of the
SEBI ICDR Regulations, to the extent applicable. The details of our compliance with Regulations 5 and 7(1) of
the SEBI ICDR Regulations are as follows:

1. Neither our Company, our Promoter, our Promoter Group, our Directors or any of the Selling Shareholders
are debarred from accessing the capital markets by SEBI.

2. Neither our Promoter or Directors are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI.

3. Neither our Company, our Promoter or Directors is a Wilful Defaulter or a Fraudulent Borrower.

4. None of our Directors has been declared a Fugitive Economic Offender.

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5. Our Company along with Registrar to the Offer has entered into tripartite agreements dated April 15, 2009,
and March 2, 2009, with NSDL and CDSL, respectively, for dematerialization of the Equity Shares.

6. The Equity Shares of our Company held by our Promoter are in the dematerialised form.

7. All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing
of this Draft Red Herring Prospectus.

8. Except for the options granted pursuant to ESOP Schemes, there are no outstanding convertible securities,
including any outstanding warrants, options or rights to convert debentures, loans or other instruments
convertible into, or which would entitle any person any option to receive Equity Shares, as on the date of
this Draft Red Herring Prospectus. For further details, see “Capital Structure- Employee Stock Option
Schemes of our Company” on page 95.

9. 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.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THIS DRAFT 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 DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, ICICI SECURITIES LIMITED, AXIS
CAPITAL LIMITED AND CITIGROUP GLOBAL MARKETS INDIA PRIVATE LIMITED HAVE
CERTIFIED THAT THE DISCLOSURES MADE IN THIS DRAFT RED HERRING PROSPECTUS
ARE GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018, AS AMENDED. 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 DRAFT RED HERRING PROSPECTUS AND EACH OF THE SELLING
SHAREHOLDERS ARE, SEVERALLY AND NOT JOINTLY, RESPONSIBLE ONLY FOR THE
STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY THEM IN THIS DRAFT RED
HERRING PROSPECTUS IN RELATION TO THEMSELVES FOR THEIR RESPECTIVE PORTION
OF THE OFFERED SHARES, THE BRLMS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO
ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS
BEHALF AND TOWARDS THIS PURPOSE, THE BRLMS HAVE FURNISHED TO SEBI, A DUE
DILIGENCE CERTIFICATE DATED SEPTEMBER 29, 2023, IN THE FORMAT PRESCRIBED
UNDER SCHEDULE V (FORM A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA
(ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

THE FILING OF THIS DRAFT 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 AND/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 BOOK RUNNING LEAD MANAGERS,
ANY IRREGULARITIES OR LAPSES IN THIS DRAFT 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 Section 32 of the Companies Act. All applicable legal requirements
pertaining to this Offer will be complied with at the time of filing of the Prospectus with the RoC in terms of
Sections 26, 32, 33(1) and 33(2) of the Companies Act.

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Disclaimer from our Company, our Directors, our Promoter, the Selling Shareholders and the Book
Running Lead Managers

Our Company, our Directors, our Promoter, the Selling Shareholders and the Book Running Lead Managers
accept no responsibility for statements made otherwise than in this Draft Red Herring Prospectus or in the
advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on any
other source of information, including our Company’s website [Link] or the respective
website of any of our Subsidiaries or Group Companies or members of the Promoter Group and affiliates (each
as applicable) would be doing so at his or her own risk. Each Selling Shareholder including their respective
directors, affiliates, associates and officers, accept or undertake no responsibility for any statements other than
those undertaken or confirmed by such Selling Shareholder in relation to themselves and their respective portion
of the Offered Shares.

The Book Running Lead Managers accept no responsibility, save to the limited extent as provided in the Offer
Agreement and the Underwriting Agreement.

All information shall be made available by our Company, the Selling Shareholders, severally and not jointly (to
the extent that the information pertain to themself and their respective portions of the Offered Shares through the
Offer Documents), and the Book Running Lead Managers to the public and investors at large and no selective or
additional information would be available for a section of the investors in any manner whatsoever, including at
road show presentations, in research or sales reports, at Bidding Centres or elsewhere.

Bidders will be required to confirm and will be deemed to have represented to our Company, the Selling
Shareholders, Underwriters, Book Running Lead Managers 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 issue, 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 Selling Shareholders, Underwriters, Book Running Lead Managers 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 Book Running Lead Managers and their respective associates and affiliates in their capacity as principals or
agents may engage in transactions with, and perform services for, our Company, our Promoter, our Promoter
Group, the Selling Shareholders 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, our Promoter, our Promoter Group,
the Selling Shareholders and their respective directors, officers, 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

Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Mumbai,
Maharashtra India only.

The Offer is being made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, HUFs, companies, corporate bodies and societies
registered under the applicable laws in India and authorised to invest in equity shares, domestic Mutual Funds
registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks
(subject to RBI permission), or trusts under applicable trust law and who are authorised under their constitution
to hold and invest in shares, state industrial development corporations, permitted insurance companies registered
with IRDAI, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, permitted
provident funds (subject to applicable law) and pension funds, National Investment Fund, insurance funds set up
and managed by the army and navy or air force of Union of India and insurance funds set up and managed by the
Department of Posts, India, 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 Draft Red Herring Prospectus does not constitute an invitation to subscribe to or purchase the Equity Shares
in the Offer in any jurisdiction, including India. Invitations to subscribe to or purchase the Equity Shares in the
Offer will be made only pursuant to the Red Herring Prospectus if the recipient is in India or the preliminary

381
offering memorandum for the Offer, which comprises the Red Herring Prospectus and the preliminary
international wrap for the Offer, if the recipient is outside India. 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.

Any person into whose possession this Draft Red Herring Prospectus comes is required to inform himself or
herself about, and to observe, any such [Link] the delivery of this Draft Red Herring Prospectus nor
the offer of the Offered Shares shall, under any circumstances, create any implication that there has been no change
in the affairs of our Company or the Selling Shareholders since the date of this Draft Red Herring Prospectus or
that the information contained herein is correct as of any time subsequent to this date.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any other
applicable law of 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 U.S. state securities laws. Accordingly, the Equity
Shares are being offered and sold 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 sales 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 Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Important Information for Investors – Eligibility and Transfer Restrictions

Until the expiry of 40 days after the commencement of the Offer, an offer or sale of the Equity Shares within
the United States by a dealer (whether or not it is participating in the Offer) may violate the registration
requirements of the U.S. Securities Act, unless made pursuant to available exemptions from the registration
requirements of the U.S. Securities Act and in accordance with applicable securities laws of any state or
other jurisdiction of the United States.

The Equity Shares have not been recommended by any U.S. federal or state securities commission or
regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or
determined the adequacy of this Draft Red Herring Prospectus or approved or disapproved the Equity
Shares. Any representation to the contrary is a criminal offence in the United States. In making an
investment decision, investors must rely on their own examination of our Company and the terms of the
Offer, including the merits and risks involved.

Eligible Investors

The Equity Shares are being offered and sold outside the United States, in offshore transactions in reliance on
Regulation S and the applicable laws of the jurisdiction where those offers and sales occur; and who are deemed
to have made the representations set forth immediately below.

Each purchaser that is acquiring the Equity Shares offered pursuant to this Offer outside the United States, by a
declaration included in the Bid cum Application Form and its acceptance of the Red Herring Prospectus and of
the Equity Shares offered pursuant to this Offer, will be deemed to have acknowledged, represented and warranted
to and agreed with our Company, the Selling Shareholders and the BRLMs that it has received a copy of the Red
Herring Prospectus and such other information as it deems necessary to make an informed investment decision
and that:

1. the purchaser is authorized to consummate the purchase of the Equity Shares offered pursuant to this Offer
in compliance with all applicable laws and regulations;

2. the purchaser acknowledges that the Equity Shares offered pursuant to this Offer have not been and will
not be registered under the U.S. Securities Act or with any securities regulatory authority of any state of
the United States and accordingly 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;

3. the purchaser is purchasing the Equity Shares offered pursuant to this Offer in an offshore transaction

382
 meeting the requirements of Rule 903 of Regulation S under the U.S. Securities Act;

4. the purchaser is not purchasing the Equity Shares as a result of any "directed selling efforts" (as such term
is defined in Rule 902 of Regulation S under the U.S. Securities Act);

5. the purchaser is not an affiliate of our Company or the Selling Shareholders or a person acting on behalf of
an affiliate of the Company or the Selling Shareholders;

6. the purchaser agrees that neither the purchaser, nor any of its affiliates, nor any person acting on behalf of
the purchaser or any of its affiliates, will make any “directed selling efforts” as defined in Regulation S
under the U.S. Securities Act in the United States with respect to the Equity Shares;

7. the purchaser acknowledges that our Company, the Selling Shareholders, the BRLMs, their respective
affiliates and others will rely upon the truth and accuracy of the foregoing acknowledgements,
representations and agreements and agrees that, if any of such acknowledgements, representations and
agreements deemed to have been made by virtue of its purchase of such Equity Shares are no longer
accurate, it will promptly notify our Company, and if it is acquiring any of such Equity Shares as a fiduciary
or agent for one or more accounts, it represents that it has sole investment discretion with respect to each
such account and that it has full power to make the foregoing acknowledgements, representations and
agreements on behalf of such account.

Disclaimer Clause of BSE

As required, a copy of this Draft Red Herring Prospectus will be submitted to BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to the RoC filing.

Disclaimer Clause of NSE

As required, a copy of this Draft Red Herring Prospectus will be submitted to NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of this Draft Red Herring Prospectus, shall be included in the
Red Herring Prospectus and the Prospectus prior to the RoC filing.

Listing

The Equity Shares issued pursuant to the Red Herring Prospectus and the Prospectus are proposed to be listed on
BSE and NSE. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
Applications will be made to the Stock Exchanges for obtaining their permission for the listing and trading of the
Equity Shares.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of the Equity Shares at the Stock Exchanges are taken within six Working Days from
the Bid / Offer Closing Date or within such other period as may be prescribed. Each Selling Shareholder confirms
that they shall extend reasonable support and co-operation (to the extent of its portion of the Offered Shares) as
required by law for the completion of the necessary formalities for listing and commencement of trading of the
Equity Shares at the Stock Exchanges within six Working Days from the Bid / Offer Closing Date, or within such
other period as may be prescribed. If our Company does not Allot the Equity Shares within six Working Days
from the Bid/Offer Closing Date or within such timeline as prescribed by SEBI, all amounts received in the Public
Offer Account(s) will be transferred to the Refund Account and it shall be utilised to repay, without interest, all
monies received from Bidders, failing which interest shall be due to be paid to the Bidders as prescribed under
applicable law. For avoidance of doubt, no liability to make any payment of interest or expenses shall accrue to
any Selling Shareholder unless the delay in making any of the payments/refund hereunder or the delay in obtaining
listing or trading approvals or any other approvals in relation to the Offer is caused solely by, and is directly
attributable to, an act or omission of such Selling Shareholder and to the extent of their portion of the Offered
Shares.

Consents

Consents in writing of (a) each of the Selling Shareholders, our Directors, our Company Secretary and Compliance
Officer, legal counsels appointed for the Offer, Bankers to our Company, the Book Running Lead Managers,
Registrar to the Offer, Statutory Auditors, independent chartered accountant and CRISIL have been obtained; (b)

383
consents of the Syndicate Members, Public Offer Account Bank, Sponsor Bank(s), Escrow Collection Bank(s)
and Refund 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 filing of the Red Herring Prospectus with the RoC.

Experts to the Offer

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

Our Company has received written consent dated September 28, 2023, from our Statutory Auditors, to include
their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this
Draft Red Herring Prospectus as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the
extent and in their capacity as our Statutory Auditors and in respect of their (i) examination report dated September
25, 2023, on our Restated Consolidated Financial Information; and (ii) report dated September 28, 2023, on the
statement of possible special tax benefits and included in this Draft Red Herring Prospectus and such consent has
not been withdrawn as on the date of this DRHP. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.

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 issues (as defined under the SEBI ICDR Regulations) during the
five years preceding the date of this Draft Red Herring Prospectus.

Performance vis-à-vis objects – public/rights issue of subsidiaries/ listed promoter

As on date of this Draft Red Herring Prospectus, our Company does not have any listed subsidiaries. Our
Promoter, Fortis Healthcare Limited which is listed on the Stock Exchanges, has not undertaken any public or
rights issue of its equity shares in the preceding five years.

Underwriting Commission, Brokerage and Selling Commission paid on previous issues of the Equity Shares

Since this is the initial public issue of Equity Shares, no sum has been paid or is payable as commission or
brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the
five years preceding the date of this Draft Red Herring Prospectus.

Capital issue (public/rights/composite) during the previous three years by our Company, our listed group
companies, subsidiaries and associates

Our Company has not undertaken a capital issue in the last three years preceding the date of this Draft Red Herring
Prospectus. As on the date of this Draft Red Herring Prospectus, our Company does not have any listed
subsidiaries or associates. None of our listed group companies have undertaken a capital issue in the last three
years preceding the date of this Draft Red Herring Prospectus.

384
Price information of past issues handled by the BRLMs

A. ICICI Securities Limited

1. Price information of past issues handled by ICICI Securities Limited (during the current Fiscal and two Fiscals preceding the current financial year)

Opening +/- % change in closing +/- % change in closing +/- % change in closing
Issue size Issue price price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
Sr. No. Issuer name Listing date
(₹ million) (₹) listing closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
date calendar days from listing calendar days from listing calendar days from listing
Fusion Micro Finance +9.86%,[+1.40%] +12.84%,[-2.97%] +25.52%,[-0.48%]
1 11,039.93 368.00 15-Nov-22 359.50
Limited^^
Five Star Business Finance +29.72%,[+1.24%] +19.20%,[-1.19%] +11.72%,[+0.24%]
2 15,885.12 474.00 21-Nov-22 468.80
Limited^^
Archean Chemical Industries
3 14,623.05 407.00 21-Nov-22 450.00 +25.42%,[+1.24%] +56.87%,[-1.19%] +32.68%, [+0.24%]
Limited^^
4 Landmark Cars Limited^ 5,520.00 506.00(1) 23-Dec-22 471.30 +22.83%,[+1.30%] +1.16%,[-2.72%] +35.06%,[+5.82%]
5 KFIN Technologies Limited^^ 15,000.00 366.00 29-Dec-22 367.00 -13.55%,[-3.22%] -24.56%,[-6.81%] -4.48%,[+2.75%]
Utkarsh Small Finance Bank
6 5,000.00 25.00 21-Jul-23 40.00 +92.80%,[-2.20%] NA* NA*
Limited^^
7 SBFC Finance Limited^^ 10,250.00 57.00(2) 16-Aug-23 82.00 +51.75%, [+3.28%] NA* NA*
Jupiter Lifeline Hospitals
8 8,690.76 735.00 18-Sep-23 973.00 NA* NA* NA*
Limited^^
Zaggle Prepaid Ocean Services
9 5,633.77 164.00 22-Sep-23 164.00 NA* NA* NA*
Limited^^
Signatureglobal (India) 7,300.00 385.00 27-Sep-23 444.00
10 NA* NA* NA*
Limited^^
*Data not available
^BSE as designated stock exchange
^^NSE as designated stock exchange
(1) Discount of Rs. 48 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 506.00 per equity share.
(2) Discount of Rs. 2 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 57.00 per equity share.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled
by ICICI Securities Limited

No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Total amount of
Financial Total no. 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
funds raised
Year of IPOs Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between Less than
(₹ million)
50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 25-50% 25%
2023-24* 5 36,874.53 - - - 2 - - - - - - - -

385
 No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium -
Total amount of
Financial Total no. 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
funds raised
Year of IPOs Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between Less than
(₹ million)
50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 25-50% 25%
2022-23 9 2,95,341.82 - 1 3 - 3 2 - 1 1 - 5 2
2021-22 26 7,43,520.19 - 3 6 6 4 7 3 4 5 5 4 5
* This data covers issues up to YTD
Notes:
1. Data is sourced either from [Link] or [Link], as per the designated stock exchange disclosed by the respective Issuer Company.
2. Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the respective Issuer
Company.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have considered the
closing data of the previous trading day

B. Axis Capital Limited

1. Price information of past issues handled by Axis Capital Limited (during the current Fiscal and two Fiscals preceding the current financial year)

Opening +/- % change in closing +/- % change in closing +/- % change in closing
Issue size Issue price price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
Sr. No. Issuer name Listing date
(₹ million) (₹) listing closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
date calendar days from listing calendar days from listing calendar days from listing
SignatureGlobal (India)
1 7,300.00 385.00 27-Sep-23 445.00 - - -
Limited(2)
2 R R Kabel Limited^ (1) 19,640.10 1,035.00 20-Sep-23 1,179.00 - - -
TVS Supply Chain Solutions
3 8,800.00 197.00 23-Aug-23 207.05 +8.71%, [+1.53%] - -
Limited(2)
4 SBFC Finance Limited!(2) 10,250.00 57.00 16-Aug-23 82.00 +51.75%, [+3.28%] - -
5 Cyient DLM Limited& (2) 5,920.00 265.00 10-Jul-23 403.00 +86.79%, [+1.11%] - -
6 Mankind Pharma Limited(2) 43,263.55 1,080.00 09-May-23 1,300.00 +37.61%, [+2.52%] +74.13%, [+6.85%] -
7 Elin Electronics Limited(1) 4,750.00 247.00 30-Dec-22 243.00 -15.55%, [-2.48%] -52.06%, [-4.73%] -29.35%, [+4.23%]
8 Landmark Cars Limited*(1) 5,520.00 506.00 23-Dec-22 471.30 +22.83%, [+1.30%] +1.16%, [-2.72%] +35.06%, [+5.82%]
9 Uniparts India Limited(1) 8,356.08 577.00 12-Dec-22 575.00 -5.11%, [-3.24%] -7.38%, [-4.82%] -0.60%, [+0.80%]
10 Keystone Realtors Limited(1) 6,350.00 541.00 24-Nov-22 555.00 -12.26%, [-3.90%] -9.70%, [-2.57%] -8.64%, [-0.50%]
Source: [Link] and [Link]
(1)
BSE as Designated Stock Exchange
(2)
NSE as Designated Stock Exchange
^ Offer Price was ₹ 937.00 per equity share to Eligible Employees
!
Offer Price was ₹ 55.00 per equity share to Eligible Employees
&
Offer Price was ₹ 250.00 per equity share to Eligible Employees
*
Offer Price was ₹ 458.00 per equity share to Eligible Employees

Notes:
a. Issue Size derived from Prospectus/final post issue reports, as available.

386
b. The CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
c. Price on NSE or BSE is considered for all of the above calculations as per the Designated Stock Exchange disclosed by the respective Issuer at the time of the issue, as applicable.
d. In case 30th/90th/180th day is not a trading day, closing price of the previous trading day has been considered.
e. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled
by Axis Capital Limited

No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium
Total amount of
Financial Total no. 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing - 180th calendar days from listing
funds raised
Year of IPOs Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between Less than
(₹ million)
50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 25-50% 25%
2023-24* 6 95,173.65 - - - 2 1 1 - - - - - -
2022-23 11 279,285.39 - 1 6 - 2 2 - 2 5 - 3 1
2021-22 25 609,514.77 - 2 6 6 5 6 3 4 3 5 3 7
* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

C. Citigroup Global Markets India Private Limited

1. Price information of past issues handled by Citigroup Global Markets India Private Limited (during the current Fiscal and two Fiscals preceding the current financial
year)

Opening +/- % change in closing +/- % change in closing +/- % change in closing
Issue size Issue price price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
Sr. No. Issuer name Listing date
(₹ million) (₹) listing closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
date calendar days from listing calendar days from listing calendar days from listing
R R Kabel Limited 19,640.10 1,035.00 September 1,180.00 NA NA NA
1
20, 2023
Concord Biotech Limited 15,505.21 741.00 August 18, 900.05 +7.54% [+4.57%] NA NA
2
2023
Delhivery Limited 52,350.0 487.00 May 24, 495.20 +3.49% [-4.41%] +17.00% [+10.13%] -27.99% [+13.53%]
3
2022
Life Insurance Corporation of 205,572.3 949.00 May 17, 872.00 -27.28% [-3.49%] -28.09% [+8.85%] -33.86%[+12.86%]
4
India 2022
Star Health and Allied 64,004.39 900.00 December 845.00 -14.78%[+1.96%] -29.79%[-6.66%] -22.21%[-6.25%]
5
Insurance Company Limited 10, 2021
One 97 Communications 183,000.00 2,150.00 November 1,955.00 -38.56%[-4.17%] -60.40%[-2.32%] -72.49%[-10.82%]
6
Limited 18, 2021
PB Fintech Limited 57,097.15 980.00 November 1,150.00 14.86%[-4.17%] -20.52%[-4.06%] -33.86%[-12.85%]
7
15, 2021

387
 Opening +/- % change in closing +/- % change in closing +/- % change in closing
Issue size Issue price price on price, [+/- % change in price, [+/- % change in price, [+/- % change in
Sr. No. Issuer name Listing date
(₹ million) (₹) listing closing benchmark]- 30th closing benchmark]- 90th closing benchmark]- 180th
date calendar days from listing calendar days from listing calendar days from listing
FSN E-Commerce Ventures 53,497.24 1,125.00 November 2,018.00 92.31%[-2.53%] 68.46%[-4.46%] 36.80%[-8.91%]
8
Limited 10, 2021
Aditya Birla Sun Life AMC 27,682.56 712.00 October 11, 715.00 -11.4%[-0.98%] -23.85%[-0.51%] -25.65%[-0.90%]
9
Limited 2021
Aptus Value Housing Finance 27,800.52 353.00 August 24, 333.00 -2.82%[+5.55%] -0.82%[+7.38%] +0.62%[+6.86%]
10
India Limited 2021
Source: [Link]
Notes:
1. Nifty is considered as the benchmark index.
2. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs. Issue Price. % change in closing benchmark index is calculated based on closing index on listing day vs. closing index
on 30th / 90th / 180th calendar day from listing day.
3. 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case closing price on NSE of a
trading day immediately prior to the 30th / 90th / 180th day, is considered.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled
by Citigroup Global Markets India Private Limited

No. of IPOs trading at discount - No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium
Total amount of
Financial Total no. 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing - 180th calendar days from listing
funds raised
Year of IPOs Over Between 25- Less than Over Between 25- Less than Over Between 25- Less than Over Between Less than
(₹ million)
50% 50% 25% 50% 50% 25% 50% 50% 25% 50% 25-50% 25%
2023-24 2 35,145.31 - - - - - 1 - - - - - -
2022-23 2 257,922.30 - 1 - - - 1 - 2 - - - -
2021-22 8 5,36,816.99 - 1 4 2 - 1 2 2 1 1 1 1
Source: [Link]
Notes:
(1) The information is as on the date of the document.
(2) The information for each of the financial years is based on issues listed during such financial year.
(3) Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available.

388
Track record of past issues handled by the Book Running Lead Managers

For details regarding the track record of the Book Running Lead Managers, as specified in circular bearing number
CIR/MIRSD/1/2012 dated January 10, 2012, issued by SEBI, see the websites of the Book Running Lead
Managers, as provided in the table below:

S. No. Name of the Book Running Lead Managers Website

1. ICICI Securities Limited [Link]
2. Axis Capital Limited [Link]
3. Citigroup Global Markets India Private Limited [Link]

Stock Market Data of Equity Shares

This being an initial public issue of the Equity Shares of our Company, the Equity Shares are not listed on any
stock exchange as on the date of this Draft Red Herring Prospectus and accordingly, no stock market data is
available for the Equity Shares.

Redressal and disposal of investor grievances by our Company

The Registrar Agreement provides for retention of records with the Registrar to the Offer for a period of at least
eight years from the date of listing and commencement of trading of the Equity Shares to enable the Bidders to
approach the Registrar to the Offer for redressal of their grievances. The Registrar to the Offer shall obtain the
required information from the SCSBs for addressing any clarifications or grievances of ASBA Bidders.

All grievances, other than of Anchor Investors may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary with whom the ASBA Form was submitted, giving full details such as name of
the sole or First Bidder, ASBA 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 Bidders 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 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, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Bid cum Application Form and the name and address of the Book Running Lead
Managers where the Bid cum Application Form was submitted by the Anchor Investor.

In case of any delay in unblocking of amounts in the ASBA Accounts exceeding four 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 four Working Days from the Bid / Offer Closing Date by the intermediary responsible for causing
such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking.

In terms of SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023, and subject
to applicable law, any ASBA Bidder whose Bid has not been considered for Allotment, due to failure on the part
of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB within three months of
the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15 days, failing
which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this
period of 15 days. The following compensation mechanism has become applicable for investor grievances in
relation to Bids made through the UPI Mechanism for public issues opening on or after May 1, 2021, for which
the relevant SCSBs shall be liable to compensate the investor:

Scenario Compensation amount Compensation period

Delayed unblock for ₹ 100 per day or 15% per annum of the From the date on which the request for
cancelled / withdrawn / Bid Amount, whichever is higher cancellation / withdrawal / deletion is placed on

389
 Scenario Compensation amount Compensation period
deleted applications the bidding platform of the Stock Exchanges till
the date of actual unblock
Blocking of multiple Instantly revoke the blocked funds other From the date on which multiple amounts were
amounts for the same Bid than the original application amount and blocked till the date of actual unblock
made through the UPI ₹ 100 per day or 15% per annum of the
Mechanism total cumulative blocked amount except
the original Bid Amount, whichever is
higher
Blocking more amount than Instantly revoke the difference amount, From the date on which the funds to the excess of
the Bid Amount i.e., the blocked amount less the Bid the Bid Amount were blocked till the date of
Amount and actual unblock
₹ 100 per day or 15% per annum of the
difference amount, whichever is higher
Delayed unblock for non – ₹ 100 per day or 15% per annum of the From the Working Day subsequent to the
Allotted / partially Allotted Bid Amount, whichever is higher finalisation of the Basis of Allotment till the date
applications of actual unblock

Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the
complaint from the investor, for each day delayed, the post-Offer Book Running Lead Managers shall be liable to
compensate the Bidders at a uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is
higher. The compensation shall be payable for the period ranging from the day on which the investor grievance is
received till the date of actual unblock.

Our Company, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions,
commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI
ICDR Regulations.

Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly received from the concerned
Designated Intermediary in addition to the information mentioned hereinabove.

The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Bank for addressing
any clarifications or grievances of ASBA Bidders. Bidders can contact our Company Secretary and Compliance
officer or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as non-receipt of
letters of Allotment, non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of
refund intimations and non-receipt of funds by electronic mode.

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 relevant
Designated Intermediary, for the redressal of routine investor grievances shall be 10 (ten) 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 within 30 days of receipt of complaint or upon receipt of
satisfactory documents.

Our Company has not received any investor complaint during the three years preceding the date of this Draft Red
Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this
Draft Red Herring Prospectus. Furthermore, our Company does not have any listed subsidiaries.

As on the date of this Draft Red Herring Prospectus, there are no investor complaints/grievances pending against
our listed Group Companies, namely Fortis Malar Hospitals Limited and Apollo Hospitals Enterprise Limited.

Our Company shall, after filing of this Draft Red Herring Prospectus, obtain authentication on the SCORES in
terms of the SEBI circular bearing number CIR/OIAE/1/2013 dated April 17, 2013 read with SEBI circular
bearing number SEBI/HO/OIAE/IGRD/CIR/P/2021/642 dated October 14, 2021 and shall comply with SEBI
circular bearing number CIR/OIAE/1/2014 dated December 18, 2014 in relation to redressal of investor grievances
through SCORES.

Our Company has constituted a Stakeholders’ Relationship Committee comprising Dr. Ashutosh Raghuvanshi,
Ravi Rajagopal and Anand Kuppuswamy as its members which is responsible for redressal of grievances of

390
security holders of our Company. For further details on the Stakeholders’ Relationship Committee, see “Our
Management – Committees of the Board – Stakeholders’ Relationship Committee” on page 224.

Our Company has also appointed Trapti, Company Secretary and Compliance Officer for the Offer. For further
details, see “General Information” on page 75. For helpline details of the Book Running Lead Managers pursuant
to the SEBI/HO/CFD/DIL-2/OW/P/2021/2481/1/M dated March 16, 2021, see “General Information – Book
Running Lead Managers” on page 77.

Exemption from complying with any provisions of securities laws granted by SEBI

Our Company has not sought any exemption from complying with any provisions of securities laws from SEBI.

Other confirmations

No person connected with the Offer shall offer any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or otherwise to any person for making an application in the initial public offer, except
for fees or commission for services rendered in relation to the Offer.

391
 SECTION VIII - OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being offered and Allotted pursuant to this Offer shall be subject to the provisions of the
Companies Act, the SCRA, SCRR, SEBI ICDR Regulations, the SEBI Listing Regulations, our Memorandum of
Association and Articles of Association, the terms of this Draft Red Herring Prospectus, the Red Herring
Prospectus, the Prospectus, the Abridged Prospectus, the Bid cum Application Form, the Revision Form, CAN,
the Allotment Advice and other terms and conditions as may be incorporated in the Allotment Advice and other
documents or certificates that may be executed in respect of this Offer. The Equity Shares shall also be subject to
all applicable laws, guidelines, rules, notifications and regulations relating to the offer of capital and listing and
trading of securities offered from time to time by SEBI, the GoI, the Stock Exchanges, the RoC, the RBI, and/or
other authorities, as in force on the date of this Offer and to the extent applicable, or such other conditions as may
be prescribed by such governmental, regulatory or statutory authority while granting its approval for the Offer.

The Offer

The Offer comprises of an Offer for Sale by the Selling Shareholders. Expenses for the Offer shall be borne by
our Company and the Selling Shareholders in the manner specified in “Objects of the Offer – Offer Related
Expenses”, on page 102.

Ranking of the Equity Shares

The Equity Shares being Allotted and transferred pursuant to the Offer shall be subject to the provisions of the
Companies Act, the SEBI ICDR Regulations, SCRA, SCRR, our Memorandum of Association and Articles of
Association and shall rank pari passu in all respects with the existing Equity Shares including rights in respect of
dividend, voting and other corporate benefits if any, declared by our Company after the date of Allotment. For
further details, see “Description of Equity Shares and Terms of the Articles of Association” on page 424.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to Shareholders of our Company as per the provisions of the
Companies Act, 2013, our Memorandum of Association and Articles of Association, the SEBI Listing Regulations
and other applicable law. All 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, in accordance with applicable law. For
further details in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of
the Articles of Association” on pages 240 and 424, respectively.

Face Value, Price Band and Offer Price

The face value of the Equity Shares is ₹10. The Floor Price of Equity Shares is ₹ [●] per Equity Share and the
Cap Price is ₹[●] per Equity Share. The Anchor Investor Offer Price is ₹[●] per Equity Share. The Offer Price,
Price Band and minimum Bid Lot for the Offer will be decided in accordance with applicable law and in
consultation with the BRLMs, and advertised in all editions of [●], an English national daily newspaper, all editions
of [●], a Hindi national daily newspaper, and [●] editions of [●] a Punjabi daily newspaper (Punjabi being the
regional language of Punjab, where our Registered Office is located), each with wide circulation, at least two
Working Days prior to the Bid / Offer Opening Date and shall be made available to the Stock Exchanges for the
purpose of uploading 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 at the websites of
the Stock Exchanges. The Offer Price shall be determined in accordance with applicable law and in consultation
with the BRLMs, after the Bid / Offer Closing Date, on the basis of assessment of market demand for the Equity
Shares offered by way of Book Building Process.

At any given point of time there shall be only one denomination for the Equity Shares.

Compliance with disclosure and accounting norms

Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time
to time.

392
Rights of the Shareholders

Subject to applicable laws, rules, regulations and guidelines and the provisions of our Articles, our Shareholders
shall have the following rights:

• The right to receive dividend, if declared;

• The right to attend general meetings and exercise voting rights, unless prohibited by law;

• The right to vote on a poll either in person or by proxy or ‘e-voting’ in accordance with the provisions of the
Companies Act;

• The right to receive offers for rights shares and be allotted bonus shares, if announced;

• The right to receive surplus on liquidation subject to any statutory and preferential claims being satisfied;

• The right to freely transfer their Equity Shares, subject to foreign exchange regulations and other applicable
laws, including rules framed by the RBI; and

• Such other rights, as may be available to a shareholder of a listed public company under applicable law,
including the Companies Act, 2013, the terms of the SEBI Listing Regulations, and our Memorandum of
Association and Articles of Association.

For a detailed description of the main provisions of our Articles relating to voting rights, dividend, forfeiture and
lien, transfer and transmission, and/or consolidation / splitting, see “Description of Equity Shares and Terms of
the Articles of Association” on page 424.

Allotment of Equity Shares in dematerialised form

Pursuant to Section 29 of the Companies Act, 2013, and the SEBI ICDR Regulations, the Equity Shares shall be
Allotted only in dematerialised form. Hence, the Equity Shares offered through the Red Herring Prospectus can
be applied for in the dematerialised form only. In this context, our Company has entered into the following
agreements:

(i) Tripartite agreement dated April 15, 2009, amongst our Company, NSDL and Registrar to the Offer.

(ii) Tripartite agreement dated March 2, 2009, amongst our Company, CDSL and Registrar to the Offer.

Market Lot and Trading Lot

The trading of our Equity Shares on the Stock Exchanges shall only be in dematerialised form, consequent to
which, the tradable lot is one Equity Share. Allotment of Equity Shares will be only in electronic form in multiples
of [●] Equity Shares, subject to a minimum Allotment of [●] Equity Shares. For the method of Basis of Allotment,
see “Offer Procedure” on page 402.

Joint Holders

Subject to provisions contained in our Articles, where two or more persons are registered as the holders of any
Equity Share, they shall be deemed to hold such Equity Shares as joint holders with benefits of survivorship.

Jurisdiction

The courts of Mumbai, Maharashtra, India will have exclusive jurisdiction in relation to this Offer.

The Equity Shares have not been and will not be registered under the U.S. Securities Act, and may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.

393
Accordingly, the Equity Shares are only being offered and sold outside the United States in offshore
transactions in reliance on Regulation S and the applicable laws of the jurisdiction where those offers and
sales 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 Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Period of operation of subscription list

See “– Bid/ Offer Programme” on page 394.

Nomination facility to investors

In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and
Debentures) Rules, 2014, the sole or First Bidder, along with other joint Bidders, may nominate any one person
in whom, in the event of the death of the sole Bidder or in case of joint Bidders, the death of all the Bidders, as
the case may be, the Equity Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the
nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity
Shares by reason of death of the original holder(s), shall be entitled to the same advantages to which such person
would be entitled if such person 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 the
Equity Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a
sale, transfer of Equity Share(s) by the person nominating. A nomination may be cancelled or varied by
nominating any other person in place of the present nominee by the holder of the Equity Shares who has made the
nomination by giving a notice of such cancellation. A buyer will be entitled to make a fresh nomination in the
manner prescribed. A fresh nomination can be made only on the prescribed form, which is available on request at
our Registered Office or with the registrar and transfer agents of our Company.

Any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 as mentioned above,
shall, upon the production of such evidence as may be required by our Board, elect either:

• to register himself or herself as the holder of the Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our 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 will be made only in dematerialised form, there shall be no requirement for a separate
nomination with our Company. Nominations registered with the respective Collecting Depository Participant of
the applicant will prevail. If Bidders wish to change their nomination, they are requested to inform their respective
Collecting Depository Participant.

Bid/ Offer Programme

BID/ OFFER OPENS ON [●](1)

BID/ OFFER CLOSES ON [●](2)(3)
(1)
Participation by Anchor Investors may be considered in accordance with applicable law and in consultation with the BRLMs. 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)
Closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date may be considered in accordance with
applicable laws and in consultation with the BRLMs.
(3)
UPI mandate end time and date shall be at 5.00 p.m. on the Bid / Offer Closing Date.

394
An indicative timetable in respect of the Offer is set out below:

Event Indicative Date

Bid/ Offer Closing Date [●]
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account* On or about [●]
Credit of Equity Shares to demat accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
*
In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
four 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 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; (iv) any delay in unblocking of non-allotted/
partially allotted Bids, exceeding four 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 four Working Days from
the Bid/Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify
and fix the liability on such intermediary or entity responsible for such delay in unblocking. The post Offer BRLMs 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. For the avoidance of doubt, the provisions of the March
2021 Circular, as amended pursuant to June 2021 Circular shall be deemed to be incorporated in the agreements to be entered into by and
between our Company and the relevant intermediaries, 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 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, 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.

The above timetable is indicative and does not constitute any obligation or liability on our Company, the
Selling Shareholders or the BRLMs.

While 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 six
Working Days of the Bid / Offer Closing Date, or such other period as may be prescribed by the SEBI, the
timetable may be extended due to various factors, such as extension of the Bid / Offer Period by our
Company and our Promoter in consultation with the Selling Shareholders and the BRLMs, revision of the
Price Band or any delay in receiving the final listing and trading approval from the Stock Exchanges, and
delay in respect of final certificates from SCSBs. 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. Each Selling
Shareholder, severally and not jointly, confirm that they shall extend complete co-operation required by
our Company and the BRLMs for the completion of the necessary formalities for listing and
commencement of trading of the Equity Shares at the Stock Exchanges within six Working Days from the
Bid / Offer Closing Date, or within such other period as may be prescribed.

In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within six
Working Days from the Bid / Offer Closing Date, identifying non-adherence to timelines and processes and an
analysis of entities responsible for the delay and the reasons associated with it.

SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. The revised timeline
of T+3 days shall be made applicable in two phases i.e., voluntary for all public issues opening on or after
September 1, 2023 and mandatory on or after December 1, 2023. Please note that we will make appropriate
changes in the Red Herring Prospectus and Prospectus depending upon the prevailing conditions at the
time of the opening of the Offer. Any circulars or notifications from SEBI after the date of this Draft Red
Herring Prospectus may result in changes to the above-mentioned timelines. Further, the offer procedure
is subject to change basis any revised SEBI circulars to this effect.

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

395
Bid/ Offer Closing Date
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:

4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and until 5.00 p.m. IST or such extended
time as permitted by the Stock Exchanges, in case of Bids by RIBs.

On Bid / Offer Closing Date, extension of time will be granted by the Stock Exchanges only for uploading Bids
received by Retail Individual Bidders, after taking into account the total number of Bids received and as reported
by the BRLMs to the Stock Exchanges.

The Registrar to the Offer shall submit the details of cancelled / withdrawn / deleted applications to the SCSB’s
on daily basis within 60 minutes of the Bid closure time from the Bid / Offer Opening Date till the Bid / Offer
Closing Date by obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such applications by
the closing hours of the Working Day.

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.

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 1:00 p.m. IST on the
Bid/ Offer Closing Date. Any reference to a particular time mentioned in this Draft Red Herring Prospectus is a
reference to IST. Bidders are cautioned that, in the event a large number of Bids are received on the Bid/ Offer
Closing Date, as is typically experienced in public offerings in India, it may lead to some Bids not being uploaded
due to lack of sufficient time to upload. Such Bids that cannot be uploaded will not be considered for allocation
under this Offer. Bids and any revision to the Bids, will be accepted only during Working Days, during the Bid/
Offer Period. Bids will be accepted only during Monday to Friday (excluding any public holiday), during the
Bid/Offer period. Investors may please note that 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 and public 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.

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.

The right to revise the Price Band is reserved in accordance with applicable law and in consultation with the
BRLMs 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 can move up or down to the extent of 20% of the
Floor Price and the Cap Price will be revised accordingly. The Floor Price will 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,
subject to minimum 105% of the Floor Price.

In case of revision in the Price Band, the Bid/ Offer Period shall be extended for at least three additional
Working Days after such revision, subject to the Bid/ Offer Period not exceeding 10 Working Days. In cases
of force majeure, banking strike or similar circumstances, our Company and our Promoter in consultation
with the Selling Shareholders and BRLMs, 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 Price Band, and the revised Bid/ Offer Period, if applicable, shall be widely
disseminated by notification to the Stock Exchanges, by issuing a press release and also by indicating the
change on the websites of the BRLMs and terminals of the Syndicate Members, as required under the SEBI
ICDR Regulations, and by intimation to the Designated Intermediaries and the Sponsor Bank(s) , as
applicable. In case of revision of price band, the Bid lot shall remain the same.

396
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

As this is an offer for sale by the Selling Shareholders, the requirement of minimum subscription is not applicable
to the Offer in accordance with the SEBI ICDR Regulations. However, if our Company does not make the
minimum Allotment as specified under terms of the Rule 19(2)(b) of the SCRR, including devolvement of
Underwriters, if any, or fails to obtain listing or trading permission from the Stock Exchanges for the Equity
Shares, our Company shall within four days from the closure of the Offer, refund the entire subscription amount
received. If there is a delay beyond four days, interest at the rate of 15% per annum shall be paid by our Company
and each of our Directors, in accordance with SEBI circular bearing no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, including the SEBI master circular no.
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023.

Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000, failing which the entire
application money shall be unblocked in the respective ASBA Accounts of the Bidders. It is clarified that, subject
to applicable laws, none of the Selling Shareholders shall be liable to pay any amounts as interest for any delay,
unless such default or delay is solely and directly attributable to an act or omission of the respective Selling
Shareholder.

Arrangements for disposal of odd lots

Since our Equity Shares will be traded in dematerialised form only and the market lot for our Equity Shares will
be one Equity Share, no arrangements for disposal of odd lots are required.

New financial instruments

Our Company is not issuing any new financial instruments through this Offer.

Restriction on transfer and transmission of shares

Except for the lock-in of the pre-Offer Equity Shares, the Promoter’s Contribution and Equity Shares allotted to
Anchor Investors pursuant to the Offer, as detailed in “Capital Structure” on page 84, and except as provided in
our Articles, there are no restrictions on transfers and transmission of Equity Shares or on their consolidation or
splitting. See, “Description of Equity Shares and Terms of the Articles of Association” at page 424.

Option to receive Equity Shares in Dematerialized Form

Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have
the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only
in the dematerialized segment of the Stock Exchanges.

Withdrawal of the Offer

Our Company, in consultation with the Selling Shareholders and BRLMs, reserves the right to not proceed with
the entire or portion of the Offer for any reason at any time before the Allotment. In an event the withdrawal from
the Offer is after the Bid / Offer Closing Date, our Company would issue a public notice in the same 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. Further, the Stock
Exchanges shall be informed promptly in this regard by our Company and the BRLMs, through the Registrar to
the Offer, shall notify the SCSBs and the Sponsor Bank(s) to unblock the bank accounts of the ASBA Bidders
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. 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. In the event of withdrawal of the Offer and subsequently, plans of a fresh offer by our Company, a fresh
draft red herring prospectus will be submitted again to SEBI.

397
Notwithstanding the foregoing, this Offer is also subject to obtaining the final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment and within six Working Days or such other
period as may be prescribed, and the final RoC approval of the Prospectus after it is filed with the RoC. 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.

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 OFFER STRUCTURE

The Offer is being made through the Book Building Process. The Offer comprises of the Offer for Sale of up to
14,233,964 Equity Shares for cash at a price of ₹[●] per Equity Share (including a premium of ₹[●] per Equity
Share) aggregating up to ₹ [●] million.

The Offer shall constitute [●]% 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 31 of the SEBI ICDR Regulations.

Retail Individual
Particulars QIBs (1) Non-Institutional Bidders
Bidders
Number of Equity Not more than [●] Equity Not less than [●] Equity Shares available for Not less than [●]
Shares available for Shares. allocation or Offer less allocation to QIB Bidders Equity Shares
Allotment / and Retail Individual Bidders. available for
allocation* (2) allocation or Offer
less allocation to QIB
Bidders and Non-
Institutional Bidders.
Percentage of Offer Not more than 50% of the Not less than 15% of the Offer, or the Offer less Not less than 35% of
Size available for Offer size shall be allocated allocation to QIB Bidders and Retail Individual the Offer, or the Offer
Allotment / to QIB Bidders. However, Bidders will be available for allocation, out of less allocation to QIB
allocation 5% of the Net QIB Portion which Bidders and Non-
will be available for Institutional Bidders.
allocation proportionately to a) one third of such portion shall be reserved
Mutual Funds only. Mutual for applicants with application size of more
Funds participating in the than ₹ 200,000 and up to ₹ 1,000,000; and
Mutual Fund Portion will
also be eligible for allocation b) two third of such portion shall be reserved
in the remaining balance Net for applicants with application size of more
QIB Portion. The than ₹ 1,000,000, provided that the
unsubscribed portion in the unsubscribed portion in either of such sub-
Mutual Fund Portion will be categories may be allocated to applicants in
available for allocation to the other sub-category of Non-Institutional
other QIBs in the Net QIB Bidders in accordance with the SEBI ICDR
Portion. Regulations, subject to valid Bids being
received at or above the Offer Price.

Basis of Allotment / Proportionate as follows The Equity Shares available for allocation to The allotment to each
allocation if (excluding the Anchor Non-Institutional Bidders under the Non- Retail Individual
respective category Investor Portion): Institutional Portion shall not be less than the Bidder shall not be
is oversubscribed* a) Up to [●] Equity Shares minimum application size and the remaining less than the
shall be available for available Equity Shares if any, shall be Allotted minimum Bid Lot,
allocation on a on a proportionate basis, in accordance with the subject to availability
proportionate basis to conditions specified in the SEBI ICDR of Equity Shares in
Mutual Funds only; and Regulations subject to the following: the Retail Portion and
b) Up to [●] Equity Shares the remaining
shall be available for (i) one-third of the portion available to Non- available Equity
allocation on a Institutional Bidders shall be reserved for Shares if any, shall be
proportionate basis to all Bidders with an application size of more than allotted on a
QIBs, including Mutual ₹200,000 and up to ₹ 1,000,000, and proportionate basis.
Funds receiving For details, see
allocation as per (a) (ii) two-third of the portion available to Non- “Offer Procedure”
above Institutional Bidders shall be reserved for on page 402.
c) Up to [●] Equity Shares Bidders with application size of more than ₹
may be allocated on a 1,000,000.
discretionary basis to
Anchor Investors of Provided that the unsubscribed portion in either
which one-third shall be of the aforementioned sub-categories may be
available for allocation allocated to Bidders in the other sub-category of
to domestic Mutual Non-Institutional Bidders.
Funds only, subject to
valid Bid received from
Mutual Funds at or
above the Anchor

399
 Retail Individual
Particulars QIBs (1) Non-Institutional Bidders
Bidders
Investor Allocation
Price.
Minimum Bid [●] Equity Shares and in Such number of Equity Shares in multiples of [●] [●] Equity Shares and
multiples of [●] Equity Equity Shares such that the Bid Amount exceeds in multiples of [●]
Shares that the Bid Amount ₹200,000. Equity Shares
exceeds ₹200,000. thereafter.
Maximum Bid Such number of Equity Such number of Equity Shares in multiples of [●] Such number of
Shares in multiples of [●] Equity Shares not exceeding the size of the Offer Equity Shares in
Equity Shares not exceeding (excluding the QIB Portion), subject to limits multiples of [●]
the size of the Offer prescribed under applicable law. Equity Shares so that
(excluding the Anchor the Bid Amount does
Portion), subject to not exceed ₹200,000.
applicable limits under
applicable law.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
Mode of allotment Compulsorily in dematerialised form.
Allotment Lot A minimum of [●] Equity Shares and in multiples of [•] Equity Share thereafter.
Trading Lot One Equity Share.
Who can apply(3) Public financial institutions Resident Indian individuals, Eligible NRIs, Resident Indian
(as specified in Section 2(72) HUFs (in the name of the karta), companies, individuals, Eligible
of the Companies Act), corporate bodies, scientific institutions societies NRIs and HUFs (in
scheduled commercial family offices, trusts, FPIs who are individuals, the name of the karta)
banks, Mutual Funds, corporate bodies and family offices. applying for Equity
eligible FPIs (other than Shares such that the
individuals, corporate bodies Bid amount does not
and family offices), VCFs, exceed ₹200,000
AIFs, FVCIs registered with million in value.
SEBI, multilateral and
bilateral development
financial institutions, state
industrial development
corporation, insurance
companies registered with
IRDAI, provident funds
(subject to applicable law)
with minimum corpus of
₹250 million, pension funds
with minimum corpus of
₹250 million registered with
the Pension Fund Regulatory
and Development Authority
established under section
3(1) of the Pension Fund
Regulatory and
Development Authority Act,
2013, National Investment
Fund set up by the
Government of India, the
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
Non-Banking Financial
Companies, in accordance
with applicable laws
including FEMA Rules.
Terms of Payment In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of
submission of their Bids.(4)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of
the ASBA Bidder (other than Anchor Investors) or by the Sponsor Bank(s) through the UPI
Mechanism, that is specified in the ASBA Form at the time of submission of the ASBA Form.

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 Retail Individual
Particulars QIBs (1) Non-Institutional Bidders
Bidders
Mode of Bidding^ ASBA only (excluding the ASBA only (including UPI ASBA only (including the UPI
UPI Mechanism) except for Mechanism for Bids up to ₹ Mechanism).
Anchor Investors. 500,000).
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 investor’s bank accounts. Accordingly, Stock Exchanges
shall, for all categories of investors viz. QIB, NIB and RIB 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)
Up to 60% of the QIB Portion may be allocated to Anchor Investors on a discretionary basis in accordance with applicable law and in
consultation with the BRLMs. One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. 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. For further details, see “Offer Procedure” on page 402.
(2)
Subject to valid Bids being received at or above the Offer Price. The Offer is being made in terms of Rule 19(2)(b) of the SCRR read with
Regulation 45 of the SEBI ICDR Regulations. The Offer is being made 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 available for allocation on a proportionate basis to
QIBs. Such number of Equity Shares representing 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to
Mutual Funds only. The remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to QIBs, including Mutual
Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds is
less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the
remaining Net QIB Portion for proportionate allocation to all QIBs. Further, not less than 15% of the Offer shall be available for allocation
to Non-Institutional Bidders 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. 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 Bidders with an application size of more than ₹200,000 and up to ₹ 1,000,000,
and (ii) 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 aforementioned sub-categories may be allocated to Bidders in the other
sub-category of Non-Institutional Bidders.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or the Retail
Portion would be allowed to be met with spill-over from other categories or a combination of categories on a discretionary basis in
accordance with applicable law and in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis.
However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or a
combination of categories. For further details, see “Terms of the Offer” on page 392.
(3)
In the event that a Bid is submitted in joint names, the relevant Bidders should ensure that the depository account is also held in the same
joint names and the names are in the same sequence in which they appear in the Bid cum Application Form. 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 in any or all categories.
(4)
Anchor Investors shall pay the entire Bid Amount at the time of submission of the Anchor Investor Bid, provided that any positive difference
between the Anchor Investor Allocation Price and the Offer Price, shall be payable by the Anchor Investor Pay-in Date as mentioned in
the CAN.

Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional
Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination
of categories on a discretionary basis in accordance with applicable law and in consultation with the BRLMs and
the Designated Stock Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion
will not be allowed to be met with spill-over from other categories or a combination of categories. For further
details, see “Terms of the Offer” on page 392.

401
 OFFER PROCEDURE

All Bidders should read the General Information Document for Investing in Public Offers 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. The General Information Document is available on the websites of the
Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the General Information Document
which are applicable to the Offer.

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; (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)
designated date; (viii) disposal of applications and electronic registration of bids; (ix) submission of Bid cum
Application Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances
when an application would be rejected on technical grounds); (xi) applicable provisions of Companies Act
relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay
in Allotment or refund.

SEBI through the UPI Circulars has proposed to introduce an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been
introduced in a phased manner as a payment mechanism in addition to ASBA for applications by Retail Individual
Bidders through intermediaries from January 1, 2019. The UPI Mechanism for Retail Individual Bidders applying
through Designated Intermediaries, in phase I, was effective along with the prior process and existing timeline of
T+6 days (“UPI Phase I”), until June 30, 2019. Subsequently, for applications by Retail Individual Bidders
through Designated Intermediaries, the process of physical movement of forms from Designated Intermediaries
to SCSBs for blocking of funds has been discontinued and RIBs submitting their ASBA Forms through Designated
Intermediaries (other than SCSBs) can only use UPI Mechanism with existing timeline of T+6 days until further
notice pursuant to SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020 (“UPI Phase II”).
The final reduced timeline will be made effective using the UPI Mechanism for applications by Retail Individual
Bidders (“UPI Phase III”), as may be prescribed by SEBI. Pursuant to SEBI circular
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the final reduced timeline of T+3 days using the
UPI Mechanism for applications by UPI Bidders has been made voluntary for public issues opening on or after
September 1, 2023, and mandatory for public issues opening on or after December 1, 2023. (“T+3 Circular”)
This Draft Red Herring Prospectus has been drafted in accordance with UPI Phase II framework and also reflects
additional measures for streamlining the process of initial public offers. Please note that will make appropriate
changes in the Red Herring Prospectus and Prospectus depending upon the prevailing conditions at the time of
the opening of the Offer.

Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 has
introduced certain additional measures for streamlining the process of initial public offers and redressing investor
grievances. This circular came into force for initial public offers opening on or after May 1, 2021 except as
amended pursuant to SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and
the provisions of this circular, as amended, are deemed to form part of this Draft Red Herring Prospectus.
Further, 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 (opening on or after May 1, 2022) whose application sizes are up to ₹500,000
shall use the UPI Mechanism. Subsequently, pursuant to the SEBI circular (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 only after application monies are blocked in the bank accounts of investors
(all categories).

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
managers shall continue to coordinate with intermediaries involved in the said process.

Further, our Company, the Selling Shareholders and the BRLMs are not liable for any amendment, modification
or change in the applicable law which may occur after the date of this Draft Red Herring Prospectus. Bidders are
advised to make their independent investigations and ensure that their Bids are submitted in accordance with

402
applicable laws and do not exceed the investment limits or maximum number of Equity Shares that can be held by
them under applicable law or as specified in the Red Herring Prospectus and the Prospectus.

The BRLMs shall be the nodal entity for any issues arising out of public issuance process.

Our Company, the Selling Shareholders and the BRLMs 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 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 available
for allocation to QIBs on a proportionate basis, provided that up to 60% of the QIB Portion may be allocated to
Anchor Investors on a discretionary basis in accordance with applicable law and in consultation with the BRLMs,
of which one-third shall be reserved for domestic Mutual Funds, subject to valid Bids being received from them
at or above the Anchor Investor Allocation Price. Further, in the event of under-subscription, or non-allocation in
the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. 5% of the Net QIB
Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the
Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, 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 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 at or above the Offer Price. 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 Bidders with an application size of more than ₹200,000 and up to
₹1,000,000, and (ii) 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
aforementioned sub-categories may be allocated to Bidders in the other sub-category of Non-Institutional Bidders.

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 on proportionate basis, and on a discretionary basis in accordance with applicable law and in
consultation with the BRLMs and the Designated Stock Exchange.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.

Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of
Direct Taxes notification dated February 13, 2020 and press releases dated June 25, 2021, September 17,
2021, March 30, 2022 and March 28, 2023.

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 the DP ID and the Client ID and the PAN and UPI ID (for UPI Bidders Bidding), shall be treated
as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in
physical form.

Phased implementation of UPI for Bids by RIBs as per the UPI Circulars

SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and
convertibles by introducing an alternate payment mechanism using UPI. Pursuant to the UPI Circulars, UPI 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 the ASBA) for applications by RIBs through 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 and implemented the
UPI payment mechanism in three phases in the following manner:

(a) 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 until June 30, 2019. Under this phase, an RIB also had the option to submit the ASBA Form with

403
 any of the intermediary and use his / her UPI ID for the purpose of blocking of funds. The time duration
from public issue closure to listing would continue to be six Working Days.

(b) Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of
three 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 has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Under this phase, submission of the physical ASBA
Form by an RIB through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds
has been discontinued and is replaced by the UPI payment mechanism. However, the time duration from
public issue closure to listing continues to be six Working Days during this phase. 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.

(c) Phase III: Pursuant to SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023,
Phase III has been notified, and accordingly the revised timeline of T+3 days has been made applicable in
two phases i.e. (i) voluntary for all public issues opening on or after September 1, 2023; and (ii) mandatory
on or after December 1, 2023. The Offer shall be undertaken pursuant to the processes and procedures as
notified in the T+3 Circular, once Phase III becomes applicable, subject to any circulars, clarification or
notification issued by the SEBI from time to time, including any circular, clarification or notification which
may be issued by SEBI.

Pursuant to the UPI Circulars, 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 Circulars 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 and submit confirmation of the same to the BRLMs and the Registrar to the Offer 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 BRLMs will be
required to compensate the concerned investor.

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.

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 BRLMs 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, 2022.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.

Electronic registration of Bids

(a) The Designated Intermediary may register the Bids using the online 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 online facilities for the Book
Building process 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 the Red Herring Prospectus.

(c) Only Bids that are uploaded on the Stock Exchanges’ platform are considered for allocation / Allotment.
The Designated Intermediaries are given till 5:00 pm on the Bid / Offer Closing Date to modify select fields

404
 uploaded in the Stock Exchanges’ platform during the Bid / Offer Period after which the Stock Exchange(s)
send the bid information to the Registrar to the Offer for further processing.

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 relevant Bidding Centers and at our Registered Office. An
electronic copy of the ASBA 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 offices of the BRLMs.

All Bidders (other than Anchor Investors) must compulsorily use the ASBA process to participate in the Offer.
Anchor Investors are not permitted to participate in this Offer through the ASBA process.

Bidders (other than Anchor Investors and UPI Bidders Bidding using the UPI Mechanism) must provide bank
account details and authorisation by the ASBA account holder to block funds in their respective ASBA Accounts
in the relevant space provided in the Bid cum Application Form and the Bid cum Application Form that does not
contain such details are liable to be rejected.

UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) shall
be required to Bid using the UPI Mechanism and must provide the UPI ID in the relevant space provided in the
Bid cum Application Form. Bids submitted by UPI Bidders with any Designated Intermediary (other than SCSBs)
without mentioning the UPI ID are liable to be rejected. UPI Bidders Bidding using the UPI Mechanism may also
apply through the SCSBs and mobile applications using the UPI handles as provided on the website of SEBI.

Further, ASBA Bidders shall ensure that the Bids are submitted at the Bidding Centres only on ASBA Forms
bearing the stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not
bearing such specified stamp maybe liable for rejection. Bidders using the ASBA process to participate in the
Offer must ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full
Bid Amount can be blocked therein. In order to ensure timely information to investors SCSBs are required to send
SMS alerts to investors intimating them about the Bid Amounts blocked / unblocked.

Since the Offer is made under Phase II, ASBA Bidders may submit the ASBA Form in the manner below:

(i) RIBs 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.

(ii) UPI Bidders using the UPI Mechanism, may submit their ASBA Forms 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.

(iii) 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 are also required to ensure that the ASBA Account has sufficient credit balance as an amount
equivalent to the full Bid Amount which 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.

For all IPOs opening on or after September 1, 2022, as specified in SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, all the ASBA applications in Public Issues shall be
processed only after the application monies are blocked in the investor’s bank accounts. 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 Bidders, QIB and NIB and also for all modes through which the applications are processed.

Non Institutional Bidders bidding through UPI Mechanism must provide the UPI ID in the relevant space provided
in the Bid cum Application Form.
The prescribed colour of the Bid cum Application Forms for various categories is as follows:

405
 Colour of Bid cum
Category
Application Form*
Resident Indians including resident QIBs, Non-Institutional Bidders, Retail Individual White
Bidders and Eligible NRIs applying on a non-repatriation basis
Non-Residents including FPIs, Eligible NRIs applying on a repatriation basis, FVCIs Blue
and registered bilateral and multilateral institutions
Anchor Investors White
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms will also be available for download on the website of NSE ([Link]) and BSE
([Link]).
(2) Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.

In case of ASBA Forms, the relevant Designated Intermediaries shall upload the relevant Bid details in the
electronic bidding system of the Stock Exchanges. Designated Intermediaries (other than SCSBs) shall submit /
deliver the ASBA Forms (except Bid cum Application Forms submitted by UPI Bidders Bidding) to the respective
SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow
Collection Bank(s). For UPI Bidders using the 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 a
UPI Mandate Request to such UPI Bidders for blocking of funds. The Sponsor Bank(s) shall initiate request for
blocking of funds through NPCI to UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds
on their respective mobile applications associated with UPI ID linked bank account. 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 BRLMs for
analysing the same and fixing liability. 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, and SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

For all pending UPI Mandate Requests, the Sponsor Bank 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/Issue Closing Date (“Cut-
Off Time”). Accordingly, UPI Bidders 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.

The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to
NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the BRLMs in the
format and within the timelines as specified under the UPI Circulars. Sponsor Bank(s) and issuer banks shall
download UPI settlement files and raw data files from the NPCI portal after every settlement cycle and do a three
way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer
banks and Sponsor Bank(s) on a continuous basis.

The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid / Offer
Opening Date till the date of listing of the Equity Shares with details of statistics of mandate blocks / unblocks,
performance of apps and UPI handles, down-time / network latency (if any) across intermediaries and any such
processes having an impact / bearing on the Offer Bidding process.

Participation by Promoter, Promoter Group, the BRLMs, associates and affiliates of the BRLMs and the
Syndicate Members and the persons related to Promoter, Promoter Group, BRLMs and the Syndicate
Members and Bids by Anchor Investors

The BRLMs and the Syndicate Members 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 BRLMs
and the Syndicate Members may purchase Equity Shares in the Offer, either in the QIB Portion or in the Non-
Institutional Portion as may be applicable to such Bidders, 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 BRLMs
and Syndicate Members, shall be treated equally for the purpose of allocation to be made on a proportionate basis.

406
Except as stated below, neither the Book Running Lead Managers nor any associate of the Book Running Lead
Managers can apply in the Offer under the Anchor Investor Portion:

(i) mutual funds sponsored by entities which are associate of the Book Running Lead Managers;
(ii) insurance companies promoted by entities which are associate of the Book Running Lead Managers;
(iii) AIFs sponsored by the entities which are associate of the Book Running Lead Managers; or
(iv) FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are
associate of the Book Running Lead Managers; or
(v) Pension funds sponsored by entities which are associates of the BRLMs

Further, an Anchor Investor shall be deemed to be an “associate of the Book Running Lead Managers” 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 BRLMs.

Further, the 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 the Promoter and the
Promoter Group shall not apply in the Offer under the Anchor Investor Portion.

Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with
the Bid cum Application Form. Failing this, the right to reject any Bid is reserved, 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, subject to applicable law.

In case of a Mutual Fund, a separate Bid may be made in respect of each scheme of a Mutual Fund registered with
the SEBI and such Bids in respect of more than one scheme of a Mutual Fund will not be treated as multiple Bids,
provided that such Bids clearly indicate the scheme for which the Bid is submitted.

No Mutual Fund scheme shall invest more than 10% of its net asset value 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 funds or sector or industry specific scheme. 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 offices of the Designated Intermediaries.
Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered
for Allotment. Eligible NRIs Bidding on a repatriation basis should authorise their SCSBs or confirm or accept
the UPI Mandate Request (in case of UPI Bidders Bidding) to block their Non-Resident External Accounts (“NRE
Account”), or Foreign Currency Non-Resident Accounts (“FCNR Account”), and Eligible NRIs bidding on a
non-repatriation basis should authorise their 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 submission of the Bid cum Application Form. Participation of Eligible NRIs in
the Offer shall be subject to the FEMA regulations. 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.

In accordance with the FEMA Non-debt Instrument Rules, the total holding by any individual NRI, on a
repatriation basis, shall not exceed 5% of the total paid-up equity 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. Pursuant to the special resolution
dated September 8, 2023, passed by our Shareholders, the aggregate ceiling of 10% was raised to 24%.

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Eligible NRIs will be permitted to apply in the Offer through Channel I or Channel II (as specified in the SEBI
UPI Circulars). Further, subject to applicable law, Eligible NRIs may use Channel IV (as specified in the SEBI
UPI Circulars) to apply in the Offer, provided the UPI facility is enabled for their NRE / NRO accounts.

Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-
Residents ([●] in colour).

Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents
([●] in colour).

For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
on page 422.

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 FPIs

In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the Equity Shares is
subject to certain limits, i.e., the individual holding of an FPI (including its investor group (which means multiple
entities registered as foreign portfolio investors and directly or indirectly, having common ownership of more than
50% or common control)) shall be below 10% of our post-Offer Equity Share capital on a fully diluted basis. In
case the total holding of an FPI or investor group increase 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 can be up to the sectoral cap applicable to the sector in which our Company operates (i.e., up to
100%). In terms of the FEMA Rules, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs shall be included.

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 the right to reject any Bid
is reserved without assigning any reason. FPIs who wish to participate in the Offer are advised to use the Bid cum
Application Form for Non-Residents ([●] in colour).

To ensure compliance with the above requirement, SEBI, pursuant to its master circular no.
SEBI/HO/MIRSD/POD-1/P/CIR/2023/70 dated May 17, 2023, has directed that at 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 issue procedure,
as prescribed by SEBI from time to time.

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 is permitted to issue, subscribe to, or otherwise deal in offshore
derivative instruments, directly or indirectly, only if it complies with the following conditions:

(a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;

(b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;

(c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as
specified by SEBI; and
(d) such other conditions as may be specified by SEBI from time to time.

An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is
subject to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the

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SEBI FPI Regulations (as mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for
such transfer, except in cases, where the persons to whom the offshore derivative instruments are to be transferred,
are pre-approved by the FPI.

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;

• 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).

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 along with each of their Bid cum
Application Forms that the relevant FPIs making multiple Bids utilize any of the above-mentioned structures and
indicate the name of their respective investment managers in such confirmation. In the absence of such compliance
from the relevant FPIs with the operational guidelines for FPIs and designated Collecting Depository Participants
issued to facilitate implementation of SEBI FPI Regulations, such multiple Bids shall be rejected.
Participation of FPIs 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.

Bids by SEBI registered Alternative Investment Funds, Venture Capital Funds and Foreign Venture
Capital Investors

The SEBI AIF Regulations, prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, venture capital funds which
have not re-registered as AIFs under the SEBI AIF Regulations shall continue to be regulated by the Securities
and Exchange Board of India (Venture Capital Funds) Regulations, 1996 until the existing fund 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. The SEBI FVCI Regulations prescribe the investment restrictions on FVCIs.

The Category I and II AIFs cannot invest more than 25% of their investible funds in one investee company. A
Category III AIF cannot invest more than 10% of its investible funds in one investee company. A VCF registered
as a Category I AIF, cannot invest more than one-third of its investible funds, in the aggregate, in certain specified
instruments, including by way of subscription to an initial public offering of a venture capital undertaking. An
FVCI can invest only up to 33.33% of its investible funds, in the aggregate, in certain specified instruments, which
includes subscription to an initial public offering of a venture capital undertaking or an investee company (as
defined under the SEBI AIF Regulations) whose shares are proposed to be listed.
Participation of AIFs, VCFs and FVCIs shall be subject to the FEMA 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.

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Our Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the
Bidder on account of conversion of foreign currency.

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, the right to reject any Bid is reserved without assigning
any reason thereof.

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 is required to
be attached to the Bid cum Application Form, failing which the right to reject is reserved 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, as per the last audited balance sheet or a subsequent balance sheet,
whichever is less. Further, the aggregate investment in subsidiaries and other entities engaged in financial and
non-financial services cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking company
would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such investee
company if: (a) the investee company is engaged in non-financial activities in which banking companies are
permitted to engage under the Banking Regulation Act or (b) the additional acquisition is through restructuring of
debt, or to protect the bank’s interest on loans / investments made to a company, provided that the bank is required
to submit a time-bound action plan for disposal of such shares (in this sub-clause (b)) 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 SCSBs

SCSBs participating in the Offer are required to comply with the terms of the circulars dated September 13, 2012
and January 2, 2013 issued by SEBI. 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 Bids.

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, the right to reject
any Bid is reserved without assigning any reason thereof. The exposure norms for insurers are prescribed under
Regulation 9 of the Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016
read with the investments – master circular dated October, 2022 (“IRDA Investment Regulations”), and are
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 Systemically Important Non-Banking Financial Companies

In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by the RBI, a certified
copy of its last audited financial statements on a standalone basis and a net worth certificate from its statutory
auditor(s), must be attached to the Bid-cum Application Form. Failing this, the right to reject any Bid is reserved,

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without assigning any reason thereof. NBFC-SI participating in the Offer shall comply with all applicable
regulations, guidelines and circulars issued by RBI from time to time.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, 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 ₹250 million (subject to applicable laws) and pension funds with
a minimum corpus of ₹250 million registered with the Pension Fund Regulatory and Development Authority
established under subsection (1) of section 3 of the Pension Fund Regulatory and Development Authority Act,
2013, 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, the right to accept or reject any Bid in whole or in part, is
reserved, in either case, without assigning any reason thereof.

The right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum
Application Form, in absolute discretion is reserved, in consultation with the BRLMs.

Bids by provident funds / pension funds

In case of Bids made by provident funds / pension funds, subject to applicable laws, with minimum corpus of
₹250 million, a certified copy of 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, the right to reject any Bid is
reserved, without assigning any reason therefor.

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.

(a) Anchor Investor Application Forms to be made available for the Anchor Investor Portion at the offices of
the BRLMs.

(b) The Bids are required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds
₹100 million. 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 ₹100 million.

(c) One-third of the Anchor Investor Portion is reserved for allocation to domestic Mutual Funds subject to
valid Bids being received from domestic Mutual Funds at or above Anchor Investor Allocation Price.

(d) Bidding for Anchor Investors will open one Working Day before the Bid / Offer Opening Date, and will
be completed on the same day.

(e) The allocation to the Anchor Investors shall be finalised in accordance with applicable law and in
consultation with the BRLMs, on a discretionary basis, provided that the minimum number of Allottees in
the Anchor Investor Portion is not less than:

• maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100
million;

• minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion is more than ₹100 million but up to ₹2,500 million, subject to a minimum Allotment
of ₹50 million per Anchor Investor; and

• in case of allocation above ₹2,500 million under the Anchor Investor Portion, a minimum of five such
investors and a maximum of 15 Anchor Investors for allocation up to ₹2,500 million, and an additional
10 Anchor Investors for every additional ₹2,500 million, subject to minimum Allotment of ₹50 million
per Anchor Investor.

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(f) Allocation to Anchor Investors is required to be completed on the Anchor Investor Bid / Offer Period. The
number of Equity Shares allocated to Anchor Investors and the price at which the allocation will be made,
is required to be made available in the public domain by the BRLMs before the Bid / Offer Opening Date,
through intimation to the Stock Exchanges.

(g) Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

(h) 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, while the remaining 50% of the Equity Shares Allotted
to Anchor Investors in the Anchor Investor Portion shall be locked in for a period of 30 days from the date
of Allotment.

(i) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which
are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs
or AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals,
corporate bodies and family offices sponsored by the entities which are associate of the and BRLMs or
pension funds sponsored by entities which are associate of the BRLMs) can apply in the Offer under the
Anchor Investor Portion.

(j) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered as
multiple Bids.

(k) 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 Offer 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 Offer Price, Allotment to successful Anchor Investors will be at the higher price.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and
the Book Running Lead Managers are not liable for any amendments or modification or changes in
applicable laws or regulations, which may occur after the date of the Red Herring Prospectus, when filed.
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 laws or regulation and as specified in the Red Herring Prospectus, when filed.

In accordance with RBI regulations, OCBs cannot participate in the Offer.

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 BRLMs 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.

Pre-Offer Advertisement

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Subject to Section 30 of the Companies Act, our Company will, 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
[●], a widely circulated English national daily newspaper, all editions of [●], a widely circulated Hindi national
daily newspaper, and [●] editions of [●], a widely circulated Punjabi daily newspaper (Punjabi being the regional
language of Punjab, where our Registered Office is located). Our Company shall, in the pre-Offer advertisement
state the Bid / Offer Opening Date, the Bid / Offer Closing Date and the QIB Bid / Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, shall be in the format prescribed in
Part A of Schedule X of the SEBI ICDR Regulations.

Signing of Underwriting Agreement and filing of Prospectus with the RoC

Our Company and the Selling Shareholders intend to enter into an Underwriting Agreement with the Underwriters
on or after the determination of the Offer Price. After signing the Underwriting Agreement, the Company will file
the Prospectus with the RoC. The Prospectus would have details of the Offer Price, Anchor Investor Offer Price,
Offer size and underwriting arrangements and would be complete in all material respects.

General Instructions

Please note that QIBs and Non-Institutional Bidders 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 Bidders
can revise or withdraw their Bid(s) until the Bid / Offer Closing Date. Anchor Investors are not allowed to
withdraw or lower the size of their Bids after the Anchor Investor Bidding Date.

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;

2. Ensure that you have Bid within the Price Band;

3. Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than UPI Bidders
Bidding using the UPI Mechanism) in the Bid cum Application Form and such ASBA account belongs to
you and no one else. UPI Bidders using the UPI Mechanism must mention their correct UPI ID and shall
use only his / her own bank account which is linked to such UPI ID;

4. UPI Bidders Bidding using the UPI Mechanism shall ensure that the bank, with which they have their bank
account, where the funds equivalent to the application amount are available for blocking is UPI 2.0 certified
by NPCI before submitting the ASBA Form to any of the Designated Intermediaries;

5. UPI Bidders Bidding using the UPI Mechanism shall make Bids only through the SCSBs, mobile
applications and UPI handles whose name appears in the list of SCSBs which are live on UPI, as displayed
on the SEBI website. UPI Bidders shall ensure that the name of the app and the UPI handle which is used
for making the application appears in Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019 or in the list as updated on the SEBI website
from time to time. An application made using incorrect UPI handle or using a bank account of an SCSB or
bank which is not mentioned on the SEBI website is liable to be rejected;

6. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

7. Ensure that the details about the PAN, DP ID, Client ID and UPI ID (where applicable) are correct and the
Bidders depository account is active, as Allotment of the Equity Shares will be in dematerialized form only;

8. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the Bidding Centre within the prescribed time. UPI Bidders using UPI
Mechanism, may submit their ASBA Forms with Syndicate, Sub-Syndicate Members, Registered Brokers,
RTA or CDP;

9. 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;

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10. UPI Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with
SCSBs and not with any other Designated Intermediary;

11. 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 Bank(s), 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 Bank(s) for blocking of funds equivalent to Bid Amount
and subsequent debit of funds in case of Allotment;

12. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;

13. 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;
14. Bidders should ensure that they receive the Acknowledgment Slip or the acknowledgement number duly
signed and stamped by a Designated Intermediary, as applicable, for submission of the Bid cum Application
Form;

15. Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the Bid cum Application Form under the ASBA process to any of the Designated
Intermediaries;

16. Ensure that you submit revised Bids to the same Designated Intermediary, through whom the original Bid
was placed and obtain a revised acknowledgment;

17. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for
transacting in the securities market, (ii) 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, and (iii) any other category of Bidders, including without limitation, multilateral /
bilateral institutions, which 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;

18. Ensure that the Demographic Details are updated, true and correct in all respects;

19. 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;

20. 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;

21. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust etc., relevant
documents are submitted;

22. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign
and Indian laws;

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23. UPI Bidders Bidding, should ensure that they approve the UPI Mandate Request generated by the Sponsor
Bank(s) to authorise blocking of funds equivalent to application amount and subsequent debit of funds in
case of Allotment, in a timely manner;

24. Note that in case the DP ID, UPI ID (where applicable), Client ID and the PAN mentioned in their Bid cum
Application Form and entered into the online IPO system of the Stock Exchanges by the relevant
Designated Intermediary, as the case may be, do not match with the DP ID, UPI ID (where applicable),
Client ID and PAN available in the Depository database, then such Bids are liable to be rejected;

25. 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;

26. Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs
utilise the MIM structure and such Bids have been made with different beneficiary account numbers, Client
IDs and DP IDs.

27. In case of QIBs and NIBs (other than for Anchor Investor and UPI Bidder), ensure that while Bidding
through a Designated Intermediary, the ASBA Form 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]

28. UPI Bidders Bidding using the UPI Mechanism shall ensure that details of the Bid are reviewed and verified
by opening the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate
Request using his / her UPI PIN. Upon the authorization of the mandate using his / her UPI PIN, the UPI
Bidder shall be deemed to have verified the attachment containing the application details of the UPI Bidder
Bidding using the UPI Mechanism in the UPI Mandate Request and have agreed to block the entire Bid
Amount and authorized the Sponsor Bank(s) to issue a request to block the Bid Amount mentioned in the
Bid Cum Application Form in his / her ASBA Account;

29. UPI Bidders should mention valid UPI ID of only the Bidder (in case of single account) and of the First
Bidder (in case of joint account) in the Bid cum Application Form;

30. UPI Bidders, who have revised their Bids subsequent to making the initial Bid, should also approve the
revised UPI Mandate Request generated by the Sponsor Bank(s) to authorise blocking of funds equivalent
to the revised Bid Amount in his / her account and subsequent debit of funds in case of allotment in a timely
manner;

31. 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 Bank(s) to authorise blocking of funds equivalent to the
revised Bid Amount in the ASBA Account;

32. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs.

33. Ensure that ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs;

34. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00
p.m. of the Bid / Offer Closing Date.

35. Investors must ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of
Direct Taxes notification dated February 13, 2020, and press releases dated June 25, 2021, and September
17, 2021.

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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 list displayed on SEBI’s website 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 RIBs)

4. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;

5. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by
stock invest;

6. Do not send Bid cum Application Forms by post, instead submit the same to the Designated Intermediary
only;

7. Bids by HUFs not mentioned correctly as provided in “- Bids by HUFs” on page 408;

8. Anchor Investors should not Bid through the ASBA process;

9. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the
Bidding Centers;

10. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant
ASBA Forms or to our Company;

11. Do not Bid on a physical Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;

12. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

13. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer / Issue
size and/or investment limit or maximum number of the Equity Shares that can be held under the applicable
laws or regulations or maximum amount permissible under the applicable regulations or under the terms of
the Red Herring Prospectus;

14. Do not submit your Bid after 3.00 pm on the Bid / Offer Closing Date;

15. If you are a QIB, do not submit your Bid after 3.00 p.m. on the QIB Bid / Offer Closing Date;

16. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

17. If you are a UPI Bidders using UPI Mechanism, do not submit more than one Bid cum Application Form
for each UPI ID;

18. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload
any bids above ₹ 5,00,000;

19. Do not submit the General Index Register (GIR) number instead of the PAN;

20. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID (where applicable) or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the Registrar
to the Offer;

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21. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account or in the case of UPI Bidders Bidding using the UPI Mechanism,
in the UPI-linked bank account where funds for making the Bid are available;

22. 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 until the Bid / Offer Closing Date;

23. 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 Bidder;

24. 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;

25. 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;

26. 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);

27. Do not submit more than one Bid cum Application Form per ASBA Account. If you are a UPI Bidder
Bidding using the UPI Mechanism, do not submit Bids through an SCSB and/or mobile application and/or
UPI handle that is not listed on the website of SEBI;

28. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;

29. Do not Bid for Equity Shares more than specified by respective Stock Exchanges for each category;

30. Do not submit the Bid cum Application Form to any non-SCSB Bank or our Company;

31. Do not submit a Bid cum Application Form with third party UPI ID or using a third party bank account (in
case of Bids submitted by UPI Bidders using the UPI Mechanism); and

32. Do not Bid if you are an OCB.

For helpline details of the Book Running Lead Managers pursuant to the SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, see “General Information – Book Running
Lead Managers” on page 77.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not
complied with.

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 could be 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 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));

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6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;

7. Bids submitted without the signature of the First Bidder or sole Bidder;

8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;

9. ASBA Form by the UPI Bidders by using third party bank accounts or using third party linked bank account
UPI IDs;

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 RIBs with Bid Amount of a value of more than ₹200,000 (net of retail discount);

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 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 (other than UPI Bidders), and Bids by UPI Bidders
uploaded after 5.00 p.m. on the Bid / Offer Closing Date, unless extended by the Stock Exchanges.

In case of any pre-Offer or post Offer related issues regarding demat credit / refund orders / unblocking, etc.,
investors shall reach out to the Company Secretary and Compliance Officer, and the Registrar. For details of the
Company Secretary and Compliance Officer and the Registrar, see “General Information” on page 75.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding four Working Days from the Bid / Offer Closing Date, the Bidder shall be
compensated in accordance with applicable law. 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, 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/DIL2/CIR/P/2022/51 dated April 20, 2022, in case of delays in resolving investor grievances in
relation to blocking / unblocking of funds.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Designated Stock Exchange, along with the BRLMs and the Registrar, shall
ensure that the basis of allotment is finalised 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 offered through the Offer through the
offer document.

The allotment of Equity Shares to Bidders 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 each Retail Individual Bidder shall not be less than the minimum Bid Lot,
subject to the availability of Equity Shares in Retail Individual Bidder category, and the remaining available
Equity 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 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 ₹
1,000,000, and (ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants

418
with an application size of more than ₹ 1,000,000, 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 each Non-Institutional Bidder shall not be less than the Minimum NIB 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

The list of Anchor Investors to whom the Allotment Advice will be sent, shall be decided on a discretionary basis
in accordance with applicable law and in consultation with the BRLMs, pursuant to which the details of the Equity
Shares allocated to them in their respective names will be notified to such Anchor Investors. Anchor Investors are
not permitted to Bid in the Offer through the ASBA process. Instead, Anchor Investors should transfer the Bid
Amount (through direct credit, RTGS, NACH or NEFT) to the Escrow Accounts. The payment instruments for
payment into the Escrow Accounts should be drawn in favour of:

(i) In case of resident Anchor Investors: “[●]”

(ii) In case of non-resident Anchor Investors: “[●]”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Selling Shareholders, the Syndicate, the Bankers to the Offer and the
Registrar to the Offer to facilitate collections from Anchor Investors.

Allotment Advertisement

Our Company, the BRLMs and the Registrar shall publish an allotment advertisement before commencement of
trading, disclosing the date of commencement of trading in all editions of [●], a widely circulated English national
daily newspaper, all editions of [●], a widely circulated Hindi national daily newspaper, and [●] edition of [●], a
widely circulated Punjabi daily newspaper [●] (Punjabi being the regional language of Punjab, where our
Registered Office is located).

Depository Arrangements

The Allotment of the Equity Shares in the Offer shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). In
this context, tripartite agreements had been signed amongst our Company, the respective Depositories and the
Registrar to the Offer:

• Tripartite agreement dated April 15, 2009, amongst our Company, NSDL and Registrar to the Offer.
• Tripartite agreement dated March 2, 2009, amongst our Company, CDSL and Registrar to the Offer.

Undertaking by our Company

Our Company undertakes the following:

(i) that the complaints received in respect of the Offer shall be attended to by our Company expeditiously and
satisfactorily;

(ii) that if the 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,
failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable law for
the delayed period;

(iii) that all steps will be taken 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 within six Working
Days of the Bid / Offer Closing Date or such other time as may be prescribed;

(iv) that funds required for making refunds to unsuccessful applicants as per the mode(s) disclosed shall be
made available to the Registrar to the Offer by our Company;

(v) 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

419
 of the bank where refunds shall be credited along with amount and expected date of electronic credit of
refund;

(vi) that our Company may in consultation with the Selling Shareholders and BRLMs, not proceed with the
Offer for any reason at any time prior to Allotment. In an event the withdrawal from the Offer is after the
Bid / Offer Closing Date, the reason thereof shall be given as a public notice within two days of the Bid /
Offer Closing Date. The public notice shall be issued in the same newspapers where the pre-Offer
advertisements were published. The Stock Exchanges on which the Equity Shares are proposed to be listed
shall also be informed promptly;

(vii) that if our Company in consultation with the Selling Shareholders and BRLMs, withdraws the Offer then,
in the event our Company subsequently decides to proceed with the Offer thereafter, our Company shall be
required to file a fresh draft offer document with SEBI;

(viii) that adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders
and Anchor Investor Application Form from Anchor Investors; and

(ix) that no further issue of Equity Shares shall be made until the Equity Shares issued or offered through the
Red Herring Prospectus are listed or until the Bid monies are refunded / unblocked in the ASBA Accounts
on account of non-listing, under-subscription, etc.

Undertakings by the Selling Shareholders

The Selling Shareholders, severally and not jointly, undertake the following in respect of themself as the Selling
Shareholders, and the Offered Shares:

(i) that the Offered Shares are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the
SEBI ICDR Regulations and are in dematerialised form;

(ii) that they are the legal and beneficial owner of, and have clear and marketable title to the Offered Shares;

(iii) that they 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;

(iv) that the Equity Shares being sold by them 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 and shall be transferred to the eligible investors within the time specified under applicable
law;

(v) that they shall provide all reasonable co-operation as requested by our Company in relation to the
completion of Allotment and dispatch of the Allotment Advice and CAN, if required, and refund orders to
the extent of the Offered Shares;

(vi) that 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 agreement;

(vii) that they shall not have recourse to the proceeds of the Offer for Sale which shall be held in escrow in its
favour, until final listing and trading approvals have been received from the Stock Exchanges; and

(viii) that it will provide such reasonable support and extend such reasonable cooperation as may be required by
our Company and the BRLMs in redressal of such investor grievances that pertain to the Offered Shares.

Utilisation of Offer Proceeds

The Selling Shareholders, severally and not jointly, and together with our Company declare 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.

Impersonation

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Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act, 2013 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, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least
₹1 million or one per cent of the turnover of the 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 ₹1
million 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 ₹5 million or with both.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. The government bodies responsible for granting foreign investment approvals
under the FDI Policy and FEMA are the concerned ministries or departments of the Government of India and the
RBI.

The Government has, from time to time, made policy pronouncements on FDI through press notes and press
releases. The DPIIT, issued the consolidated FDI policy by way of circular bearing number DPIIT File Number
5(2)/2020-FDI Policy dated October 15, 2020 (“FDI Policy”), which with effect from October 15, 2020,
consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT
that were in force and effect as on October 15, 2020. The Government proposes to update the consolidated circular
on FDI Policy once every year and therefore, the FDI Policy will be valid until the DPIIT issues an updated
circular.

On October 17, 2019, the Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules,
which had replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident
Outside India) Regulations 2017. Foreign investment in this Offer shall be on the basis of the FEMA Non-debt
Instruments Rules. Further, 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
Consolidated FDI Policy 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. Furthermore, on April 22, 2020, the Ministry of Finance, Government of
India has also made a similar amendment to the FEMA Rules. 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. These investment restrictions
shall also apply to subscribers of offshore derivative instruments. 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 the Company and the Registrar to the
Offer in writing about such approval along with a copy thereof within the Bid/Offer Period.

Pursuant to the FDI Policy, FDI of up to 100% is permitted under the automatic route in our Company.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the
RBI, provided that (i) the activities of the investee company are under the automatic route under the Consolidated
FDI Policy and such transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-
resident shareholding is within the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in
accordance with the guidelines prescribed by SEBI and RBI.

Pursuant to special resolution dated September 8, 2023 passed by our shareholders, the aggregate investment limit
by NRIs and OCIs was increased from 10% to 24% of the paid-up equity share capital of our Company, provided
however, that the shareholding of each NRI or OCI shall not exceed 5% of the total paid-up equity capital of our
Company on a fully diluted basis or such other limit as may be stipulated by RBI in each case, from time to time
and the total holdings of all NRIs and OCIs put together shall not exceed 24% of the total paid-up equity capital
on a fully diluted basis.

As per the existing policy of the Government, OCBs cannot participate in the Offer. For further details, see “Offer
Procedure” beginning on page 402.

The Equity Shares issued in the Offer have not been and will not be registered under the U.S. Securities
Act, and may not be offered or sold within the United States, except pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U.S.
state securities laws.

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Accordingly, the Equity Shares are being offered and sold outside the United States in ‘offshore
transactions’ in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the
jurisdictions where such offers and sales 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 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, the Selling Shareholders and
the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Draft Red Herring Prospectus. Bidders are advised to make their
independent investigations and ensure that the number of Equity Shares Bid for do not exceed the
applicable limits under laws or regulations.

423
 SECTION IX – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION

THE COMPANIES ACT, 2013

(COMPANY LIMITED BY SHARES)

Part A

The Articles of Association of Agilus Diagnostics Limited (“Company”), which have been adopted by our Board
of Directors pursuant to a resolution dated August 4, 2023 and approved by the Shareholders pursuant to a special
resolution dated September 8, 2023, comprise of two parts, Part A and Part B, which parts shall, unless the context
otherwise requires, co-exist with each other until the filing of the draft red herring prospectus of the Company
(“DRHP”) prepared in connection with the proposed initial public offering of its Equity Shares (“IPO”) with the
Securities and Exchange Board of India (“SEBI”). In case of any inconsistency between Part A and Part B, the
provisions of Part B shall prevail except for the Articles 81 to 91 of Part B.

Part B shall automatically cease to have any force and effect from the date of filing of the DRHP with SEBI
without any further action by the Company or by the Shareholders and Part A shall continue to be in effect. Part
B shall terminate upon filing of the red herring prospectus in relation to the IPO, with the Registrar of Companies,
without any further action by the Company or by the Shareholders.

However, Part A shall automatically terminate and cease to have any force and effect from, and upon the earlier
of the following dates: (a) such date falling on the date of completion of 12 months from the date of receipt of
final observations on the DRHP by SEBI, and if the IPO is not completed by such date; or (b) the date on which
the IPO is withdrawn, subject to applicable laws and Part B will become operative and come into effect, without
any further action by the Company or by the Shareholders.

1. APPLICABILITY OF TABLE F

Subject as hereinafter provided and in so far as these presents do not modify or exclude them the
regulations contained in Table ‘F’ of Schedule I of the Companies Act, 2013, as amended from time to
time, shall apply to the Company only so far as they are not inconsistent with any of the provisions
contained in these Articles or modification thereof or are not expressly or by implication excluded from
these Articles.

I. DEFINITIONS AND INTERPRETATIONS

2. In these Articles:

2.1. Unless the context otherwise requires, words or expressions contained in these Articles shall bear the same
meaning as in the Act or any statutory modifications thereof in force at the date at which the Articles become
binding on the Company. In these Articles, all capitalized items not defined herein below shall have the
meanings assigned to them in the other parts of these Articles when defined for use.

"Act" means the Companies Act, 2013 or any amendments, statutory modification or re-enactment
thereof for the time being in force and the term shall be deemed to refer to the applicable section thereof
which is relatable to the relevant Article in which the said term appears in these Articles and any previous
company law, so far as may be applicable;

“Alternate Director” shall have the meaning ascribed to such term in Article 125;

"Articles" shall mean the articles of association of the Company as amended from time to time

“Auditors" means independent, statutory auditors of the Company;

"Board of Directors" or "Board" shall mean the board of directors of the Company, as constituted from
time to time;

"Company" shall mean Agilus Diagnostics Limited;

“Depositories Act” means the Depositories Act, 1996 or any statutory modification or re-enactment
thereof for the time being in force.

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“Director” means a director for the time being of the Company and includes any person appointed as a director
of the Company in accordance with these Articles and the provisions of the Act, from time to time;

“Equity Share Capital” means in relation to the Company, its equity share capital within the meaning of
Section 43 of the Act;

"Equity Shares" shall mean the equity shares of the Company having a face value of such amount as
specified in Clause V of the Memorandum of Association;

“General Meeting(s)” shall mean any duly convened meeting of the Shareholders of the Company and
includes an extra-ordinary general meeting;

"Governmental Authority" means any governmental, regulatory or statutory authority, government

department, agency, commission, board, tribunal or court or other entity authorized to make Laws, rules
or regulations or pass directions, orders or awards, having or purporting to have jurisdiction or any state
or other subdivision thereof or any municipality, district or other subdivision thereof having jurisdiction
pursuant to applicable Laws;

"Key Managerial Personnel" in relation to the Company, means collectively, the chief executive
officer/managing director/manager, the company secretary, the whole-time directors, the chief financial
officer, such other officer, not more than one level below the Directors who is in whole-time employment,
designated as key managerial personnel by the Board and such other officer as maybe prescribed and
declared by the Company to be a key managerial personnel;

"Law" shall mean:

(i) in relation to the Persons domiciled or incorporated in India, all applicable statutes, enactments,
acts of legislature or Parliament, Laws, ordinances, rules, by-Laws, regulations, notifications,
guidelines, policies, directions, directives and orders of any Governmental Authority, various
governmental agencies, statutory and/or regulatory authorities or any stock exchange(s) in India
or in any jurisdiction but applicable to such Persons domiciled or incorporated in India; and

(ii) in relation to Persons domiciled or incorporated overseas, all applicable statutes, enactments,
acts of legislature, Laws, ordinances, rules, by-Laws, regulations, notifications, guidelines,
policies, directions, directives and orders of any Governmental Authority, various governmental
agencies, statutory and/or regulatory authorities or any stock exchange(s) of the relevant
jurisdiction of such Persons;

"Lien" means any mortgage, pledge, charge, assignment, hypothecation, security interest, title retention,
preferential right, option (including call commitment), trust arrangement, any voting rights, right of set-
off, counterclaim or banker's lien, privilege or priority of any kind having the effect of security, any
designation of loss payees or beneficiaries or any similar arrangement under or with respect to any
insurance policy;

“Member” means a member of the Company within the meaning of Clause (55) of Section 2 of the Act, as
amended from time to time;

"Memorandum of Association" shall mean the memorandum of association of the Company, (as from
time to time amended, modified or supplemented);

“Original Director” shall have the meaning ascribed to such term in Article 126;

"Person" shall mean any natural person, limited or unlimited liability company, body corporate or
corporation, limited liability partnership, partnership (whether limited or unlimited), proprietorship,
voluntary association, joint venture, unincorporated organization Hindu undivided family, trust, union,
association, government or any agency or political subdivision thereof or any other entity that whether
acting in an individual, fiduciary or other capacity may be treated as a person under applicable Law;

“Preference Share Capital” means in relation to the Company, its preference share capital within the meaning
of Section 43 of the Act, as amended from time to time;

“Shares” means a share in the Share Capital of the Company and includes stock.

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 "Shareholder(s)" shall mean such Person(s) who are holding Share(s) in the Company at any given time;

“Share Capital” means Equity Share Capital and Preference Share Capital;

2.2. The terms “writing” or “written” include printing, typewriting, lithography, photography and any other mode
or modes (including electronic mode) of representing or reproducing words in a legible and non-transitory
form.

2.3. The headings hereto shall not affect the construction hereof.

2.4. Notwithstanding anything contained in these Articles, any reference to a “person” in these Articles shall,
unless the context otherwise requires, be construed to include a reference to a body corporate or an
association, any individual, sole proprietorship, unlimited or limited liability company, partnership, joint
venture, firm, trust joint venture, government (or agency or political subdivision thereof) Hindu undivided
family, union, organization or body of individuals (whether incorporated or not). A reference to any person
in these Articles shall, where the context permits, include such person’s executors, administrators, heirs, legal
representatives and permitted successors and assigns.

2.5. Any reference to a particular statute or provisions of the statute shall be construed to include reference to any
rules, regulations or other subordinate legislation made under the statute and shall, unless the context
otherwise requires, include any statutory amendment, modification or re-enactment thereof.

2.6. Words importing the masculine gender shall include the feminine gender and vice versa.

2.7. Words importing the singular shall include the plural, and vice versa.

2.8. Any reference to an agreement or other document shall be construed to mean a reference to the agreement or
other document, as amended or novated from time to time.

II. PUBLIC COMPANY

3. The Company is a public company as defined in clause (71) of Section 2 of the Act.

III. SHARE CAPITAL AND VARIATION OF RIGHTS

4. The authorized Share Capital of the Company shall be as per Clause V of the Memorandum of
Association with the power to increase or reduce or re-classify such capital from time to time in
accordance with the Articles and the legislative provisions for the time being in force in this regard and
with the power also to divide the Shares in the Share Capital for the time being into Equity Share Capital
and Preference Share Capital and to attach thereto respectively any preferential, qualified or special
rights, privileges or conditions, in accordance with the provisions of the Act and these Articles.

5. Subject to the provisions of the Act and these Articles, the Shares in the capital of the Company shall be
under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them
to such Persons, in such proportion and on such terms and conditions and either at a premium or at par
or subject to the compliance with Section 53 of the Act, at a discount as they may, from time to time
think fit and proper and with the sanction of the Company in the General Meeting. The Company may
give to any Person or Persons the option or right to call for any Shares either at par or at a premium
during such time and for such consideration as the Directors think fit, and may also issue and allot Shares
in the capital of the Company on payment in full or part payment 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 be so
allotted may be issued as fully paid up Shares and if so issued shall be deemed to be fully paid up Shares,
provided that the option or right to call of Shares shall not be given to any Person or Persons without the
sanction of the Company in the General Meeting.

6. A further issue of Shares may be made in any manner whatsoever as the Board may determine including
by way of preferential offer or private placement, subject to and in accordance with the Act. Save as
otherwise provided herein, the Company shall be entitled to treat the registered holder of any Share as
the absolute owner thereof and accordingly shall not, except as ordered by a court of competent
jurisdiction, or as by Law required, be bound to recognize any equitable or other claim to or interest in
such Shares on the part of any other Person.

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7. The Company may issue the following kinds of Shares in accordance with these Articles, the Act and
other applicable Laws:

(i) Equity Share Capital:

(a) with voting rights; and / or

(b) with differential rights as to dividend, voting or otherwise; and

(ii) Preference Share Capital

8. Further, the Board shall be entitled to issue, from time to time, subject to applicable Law, any other
securities, including securities convertible into shares, exchangeable into shares, or carrying a warrant,
with or without any attached securities, carrying such terms as to coupon, returns, repayment, servicing,
as may be decided by the terms of such issue.

9. Except as otherwise provided by the conditions of issue of the Shares or by these Articles, any capital
raised by creation of new Shares shall be considered as part of the existing Share Capital and shall be
subject to the provisions of these Articles and the Act with reference to payment of calls and instalments,
transfer, transmission, forfeiture, lien, surrender, voting rights and otherwise.

10. Subject to the provisions of Section 55 of the Act, any Preference Shares may be issued on the terms that
they are, or at the option of the Company are, liable to be redeemed on such terms and in such manner as the
Company before the issue of the Shares may, by special resolution determine.

11. Subject to the provisions of the Act and these Articles, the Company shall have the power to issue
Preference Share Capital carrying a right of redemption out of profits which would otherwise be available
for dividend or out of the proceeds of a fresh issue of Shares made for the purpose of such redemption or
liable to be redeemed at the option of the Company, and the Board may, subject to the provisions of the
Act, exercise such power in such manner as it may think fit. The period of redemption of such Preference
Shares shall not exceed the maximum period for redemption provided under Section 55 of the Act.

12. If at any time the Share Capital is divided into different classes of Shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the Shares of that class) may, subject to the provisions
of Section 48 of the Act, and whether or not the Company is being wound up, be varied with the consent in
writing of the holders of three-fourths of the issued Shares of that class, or with the sanction of a special
resolution passed at a separate meeting of the holders of the Shares of that class. To every such separate
General Meeting of the holders of the Shares of that class, the provisions of these Articles relating to
General Meetings shall mutatis mutandis apply.

13. 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.

14. Subject to the provisions of the Act, the Company may issue bonus Shares to its Members out of (i) its
free reserves; (ii) the securities premium account; or (iii) the capital redemption reserve account, in any
manner as the Board may deem fit.

15. Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise,
if permissible under the Act, and may be issued on the condition that they shall be convertible into Shares
of any denomination and with any privileges and conditions as to redemption, surrender, drawings,
allotment of Shares, attending (but not voting) at General Meetings, appointment of Directors and
otherwise. Debentures with the rights to conversion into or allotment of Shares shall not be issued except
with the sanction of the Company in General Meeting by a special resolution and subject to the provisions
of the Act.

16. Subject to the provisions of the Act, the Company shall have the power to make compromise or make
arrangements with creditors and Members, consolidate, demerge, amalgamate or merge with other
company or companies in accordance with the provisions of the Act and any other applicable Laws.

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 IV. BUY-BACK OF SHARES

17. Notwithstanding anything contained in these Articles but subject to the provisions of Sections 68 to 70
of the Act and other applicable provisions of the Law, the Company shall have the power to buy-back its
own Shares or other securities, as it may consider necessary.

V. FURTHER ISSUE OF SHARES

18. (1) Where at any time, it is proposed to increase the subscribed Share Capital of the Company
by allotment of further Shares either out of the unissued or out of the increased Share
capital then such Shares shall be offered –

(a) to the persons who, on the date specified under applicable law, are holders of the
Equity Shares of the Company, in proportion, as near 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 a notice specifying the number of Shares offered
and limiting a time not less than fifteen (15) days or such lesser number of
days as may be prescribed and not exceeding thirty (30) days from the date of
the offer within which the offer, if not accepted, will 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) hereof 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 disadvantageous to Shareholders and the
Company.

(b) to employees under a scheme of employees’ stock option, subject to special

resolution passed by the Company and subject to such conditions as prescribed in the
Act; or

(c) to any persons, if its authorised 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,subject to compliance with applicable Law.

(2) The notice referred to in sub-clause (i) of clause (a) of sub-article (1) shall be dispatched
through registered post or speed post or through electronic mode or courier or any other
mode having proof of delivery to all the existing Shareholders at least 3 (three) days before
the opening of the issue. Nothing in such notice shall be deemed:

(a) To extend the time within which the offer should be accepted; or

(b) To authorize any person to exercise the right of renunciation for a second time, on the
ground that the person in whose favour the renunciation was first made has declined to
take the shares comprised in the renunciation.

(3) Nothing in this Article shall apply to the increase of the subscribed capital of a Company
caused by the exercise of an option attached to the debentures issued or loan raised by the
Company to convert such debentures or loans into shares in the Company (whether such
option is conferred in these Articles or otherwise);

Provided that the terms of issue of such debentures or the terms of such loans containing
such 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.

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 (4) Notwithstanding anything contained in sub-clause (3) above, where any debentures have
been issued or loan has been obtained from any Government by the Company, and if that
Government considers it necessary in the public interest so to do, it may, by order, direct
that such debentures or loans or any part thereof shall be converted into shares in the
Company on such terms and conditions as appear to the Government to be reasonable in
the circumstances of the case even if terms of the issue of such debentures or the raising
of such loans do not include a term for providing for an option for such conversion.

Provided that where the terms and conditions of such conversion are not acceptable to the
Company, it may, within sixty days from the date of communication of such order, appeal
to the Tribunal which shall after hearing the company and the Government pass such order
as it deems fit.

(5) In determining the terms and conditions of conversion under su b-clause (4), the
Government shall have due regard to the financial position of the Company, the terms of
issue of debentures or loans, as the case may be, the rate of interest payable on such
debentures or loans and such other matters as it may consider n ecessary.

(6) Where the Government has, by an order made under sub-clause (4), directed that any
debenture or loan or any part thereof shall be converted into shares in the Company and
where no appeal has been preferred to the Tribunal under sub -clause (4) or where such
appeal has been dismissed, the Memorandum of Association of the Company shall, where
such order has the effect of increasing the authorized Share Capital of the Company, be
altered and the authorized share capital of the Company shall stand increased by an amount
equal to the amount of the value of shares which such debentures or loans or part thereof
has been converted into.

VI. COMMISSION

19. The Company may exercise the powers of paying commissions conferred by sub -Section (6) of
Section 40 or the Act, provided that the rate per cent or amount of the commission paid or agreed
to be paid shall be disclosed in the manner required by that Section and rules made thereunder.

20. The rate or amount of the commission shall not exceed the rate or amount presc ribed under the
rules made under sub-section (6) of Section 40 of the Act.

21. The commission may be satisfied by the payment of cash or the allotment of fully or partly paid
Shares or partly in the one way and partly in the other.

VII. SHARES AND SHARE CERTIFICATES

22. The Company shall cause to be kept a register of Members in accordance with Section 88 of the Act. The
Company shall be entitled to maintain in any country outside India a “foreign register” of Members or
debenture holders resident in that country.

23. Subject to applicable Law, unless the Shares have been issued in dematerialized form, every Person
whose name is entered as a Member in the register of Members shall be entitled to receive:

(i) one (1) or more certificates in marketable lots for all the Shares of each class or denomination
registered in his name, without payment of any charge; or

(ii) several certificates, if the Board so approves (upon paying such fee as the Board so determines,
subject to a maximum of twenty rupees), each for one (1) or more of such Shares, and the
Company shall complete and have ready for delivery such certificates within 2 (two) months from
the date of allotment, unless the conditions of issue thereof otherwise provide, or within 1 (one)
month 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.

24. Every certificate shall be under the seal, if any, of the Company, and shall specify the number and
distinctive numbers of the Shares to which it relates and the amount paid-up thereon, and shall be signed
by two Directors or one Director and the company secretary and shall be in such form as prescribed under
sub-section (3) of Section 46 of the Act.

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25. In respect of any Share or Shares held jointly by several persons, the Company shall not be bound to
issue more than 1 (one) certificate, and delivery of a certificate for a Share to 1 (one) or several joint
holders shall be sufficient delivery to all such holders. Subject to the provisions of the Act, any Member
of the Company shall have the right to sub-divide, split or consolidate the total number of Shares held by
them in any manner and to request the Company to provide certificate(s) evidencing such sub-division,
split or consolidation.

26. If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back
thereof for endorsement of transfer or in case of sub-division or consolidation of Shares, then upon
production and surrender thereof to the Company, a new certificate may be issued in lieu thereof, and if
any certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company and on
execution of such indemnity as the Board deems adequate, a new certificate in lieu thereof shall be given
to the party entitled to such lost or destroyed certificate. Every certificate under this Article shall be
issued without payment of fees if the Board so decides, or on payment of such fees (not exceeding INR
50 (Rupees fifty) as the Board 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 or in case of sub-division or consolidation of Shares.
Notwithstanding the foregoing provisions of this Article, the Board shall comply with applicable Law
including the rules or regulations or requirements of any stock exchange, or the rules made under the
Securities Contracts (Regulation) Act, 1956, or any statutory modification or re-enactment thereof, for
the time being in force.

27. Subject to the provisions of the Act, the provisions of the foregoing Articles relating to issue of
certificates shall mutatis mutandis apply to issue of certificates for any other securities including
debentures of the Company.

28. If any Share stands in the names of 2 (two) or more persons, the person first named in the register of
Members of the Company shall as regards voting at meetings of the Company, service of notice and all
or any matters connected with the Company, except the transfer of Shares and any other matters herein
otherwise provided, be deemed to be sole holder thereof but joint holders of the Shares shall be severally
as well as jointly liable for the payment of all deposits, instalments and calls due in respect of such Shares
and for all incidents thereof according to the Company's Articles.

29. Except as required by law, no person shall be recognised by the Company as holding any share upon any
trust, and the company shall not be bound by, or be compelled in any way to recognise (even when having
notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in any
fractional part of a share, or (except only as by these Articles or by law otherwise provided) any other
rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

30. Subject to the provisions of Section 89 of the Act, a Person whose name is entered in the register of
Members of the Company as the holder of the Shares but who does not hold the beneficial interest in
such Shares shall file with the Company, a declaration to that effect in the form prescribed under the Act
and the Company shall make necessary filings with the Registrar as may be required, within a prescribed
period as set out in the Act and the rules framed thereunder

VIII. CALLS ON SHARES

31. Subject to the provisions of the Act, the Board may, from time to time, make such calls as it thinks fit
upon the Members in respect of any money unpaid on their Shares (whether on account of the nominal
value of the Shares or by way of premium) and not by the conditions of allotment thereof made payable
at fixed times, provided that no call shall exceed one-fourth of the nominal value of the Share or be payable
at less than 1 (one) month from the date fixed for the payment of the last preceding call.

32. Each Member shall, subject to receiving at least 14 (fourteen) days’ notice specifying the time or times and
place of payment, pay to the Company, at the time or times and place so specified, the amount called
on his Shares.

33. A call may be revoked or postponed at the discretion of the Board.

34. A call shall be deemed to have been made at the time when the resolution of the Board authorising the call
was passed and may be required to be paid by instalments.

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35. The joint-holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

36. If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the
person from whom the sum is due shall pay interest thereof from the day appointed for payment thereof to
the time of actual payment at 10% (ten per cent) per annum or at such lower rate, if any, as the Board
may determine.

37. The Board shall be at liberty to waive payment of any such interest wholly or in part.

38. Any sum which by the terms of the issue of a Share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the Share or by way of premium, shall, for the purposes of
these Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue,
such sum becomes payable. In case of non-payment of such sum, all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.

39. The Board may, if it thinks fit, subject to the provisions of Section 50 of the Act, 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 determined
by the Board and the Member paying such sum in advance agree upon not exceeding 12 (twelve) percent
per annum, unless the company in general meeting shall directs otherwise, provided that money paid in
advance of calls shall not confer a right to participate in profits or dividend. The Board may at any time
repay the amount so advanced. The Member 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 any calls on debentures of the Company.

40. Where any calls for further Share Capital are made on the Shares of a class, such calls shall be made on
a uniform basis on all Shares falling under that class. For the purposes of this Article, Shares of the same
nominal value on which different amounts have been paid-up shall not be deemed to fall under the same
class.

IX. DEMATERIALIZATION OF SHARES

41. Notwithstanding anything contained in the Articles, the Company shall be entitled to dematerialize its
Shares, debentures and other securities and offer such Shares, debentures and other securities in a
dematerialized form pursuant to the Depositories Act, 1996 and the regulations made thereunder.

42. Notwithstanding anything contained in the Articles, and subject to the provisions of the Law for the time
being in force, the Company shall on a request made by a beneficial owner, re-materialize the Shares,
which are in dematerialized form as per the provisions of the Act.

43. Every Person subscribing to the Shares offered by the Company shall have the option to receive Share
certificates or to hold the Shares with a depository. Where Person opts to hold any Share with the
depository, the Company shall intimate such depository of details of allotment of the Shares to enable
the depository to enter in its records the name of such Person as the beneficial owner of such Shares.
Such a Person who is the beneficial owner of the Shares can at any time opt out of a depository, if
permitted by the Law, in respect of any Shares in the manner provided by the Depositories Act, 1996 and
the regulations made thereunder and the Company shall in the manner and within the time prescribed,
issue to the beneficial owner the required certificate of Shares. In the case of transfer of Shares or other
marketable securities where the Company has not issued any certificates and where such Shares or
securities are being held in an electronic and fungible form, the provisions of the Depositories Act shall
apply.

44. If a Person opts to hold his Shares with a depository, the Company shall intimate such depository the
details of allotment of the Shares, and on receipt of the information, the depository shall enter in its record
the name of the allottee as the beneficial owner of the Shares.

45. All Shares held by a depository shall be dematerialized and shall be in a fungible form.

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 (a) Notwithstanding anything to the contrary contained in the Act or the Articles, a depository shall
be deemed to be the registered owner for the purposes of effecting any transfer of ownership
of Shares on behalf of the beneficial owner.

(b) Save as otherwise provided in (a) above, the depository as the registered owner of the Shares
shall not have any voting rights or any other rights in respect of Shares held by it.

46. Every person holding Shares of the Company and whose name is entered as the beneficial owner in the
records of the depository shall be deemed to be the owner of such Shares and shall also be deemed to be
a Shareholder of the Company. The beneficial owner of the Shares shall be entitled to all the liabilities
in respect of his Shares which are held by a depository. The Company shall be further entitled to maintain
a register of Members with the details of Members holding Shares both in physical and dematerialized
form in any medium as permitted by Law including any form of electronic medium.

47. Notwithstanding anything in the Act or the Articles to the contrary, where Shares 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 disks, drives or any other mode as prescribed by Law from time to
time.

48. Nothing contained in the Act or the Articles regarding the necessity to have distinctive numbers for
securities issued by the Company shall apply to securities held with a depository.

X. LIEN

49. The Company shall have a first and paramount Lien on: (a) every Share or debenture (not being a fully
paid-up Share or debenture) registered in the name of each Member or holder, respectively (whether
solely or jointly with others) to the extent of monies called or payable in respect thereof, and upon the
proceeds of sale thereof for all monies (whether presently payable or not) called, or payable at a fixed
time, in respect of such Share or debenture; and (b) on all Shares or debentures (not being fully paid
Shares or debentures) standing registered in the name of a single Person, for all monies presently payable
by him or his estate to the Company; and no equitable interest in any Share or debenture shall be created
except upon the footing and condition that this Article will have full effect. Fully paid-up Shares shall be
free from all Liens and in case of partly paid-up Shares, the Company’s Lien shall be restricted to moneys
called or payable at a fixed time in respect of such shares.

Provided that the Board may at any time declare any Shares or debentures wholly or in part to be exempt
from the provisions of this Article.

50. The Company’s Lien, if any, on a Share shall extend to all dividends and bonuses declared and payable
by the Company from time to time in respect of such Shares.

51. The Company’s Lien, if any, on a debenture shall extend to the interest payable from time to time in
respect of such debentures.

52. Subject to the provisions of the Act, the Company may sell, in such manner as the Board thinks fit, any
Shares or debenture on which the Company has a Lien, provided that no sale shall be made:

(a) unless a sum in respect of which the Lien exists is presently payable;

(b) until the expiration of 14 (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 Member or holder for the time being of the Share or debenture, or the
Person entitled thereto by reason of his death or insolvency or otherwise.

53. Unless otherwise agreed, the registration of a transfer of Shares or debentures shall operate as a waiver of the
Company’s Lien, if any, on such Shares or debentures.

54. The following shall apply to any sale of Shares referred to in Article 52 above:

(a) The Board may authorise some person to transfer the Shares or debentures sold to the purchaser
thereof;

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 (b) The purchaser shall be registered as the holder of the Shares or debentures that are the subject of any
such transfer;

(c) The purchaser shall not be bound to see to 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;

(d) The proceeds of the sale shall be received by the Company and applied in payment of such part of
the amount in respect of which the Lien exists as is presently payable;

(e) The residue, if any, shall, subject to a like Lien for sums not presently payable as existed upon the
Shares or debentures before the sale, be paid to the person entitled to the Shares or debentures at the
date of the sale.

55. A Member shall not exercise any voting rights in respect of the Shares in regard to which the Company has
exercised the right of Lien.

XI. TRANSFER OF SHARES

56. The securities or other interest of any Member shall be freely transferable, provided that any contract or
arrangement between 2 (two) or more persons in respect of transfer of securities shall be enforceable as a
contract. The instrument of transfer of any Share in the Company shall be duly executed by or on behalf of
both the transferor and transferee. The transferor shall be deemed to remain a holder of the Share until the
name of the transferee is entered in the register of Members in respect thereof. A common form of transfer
shall be used in case of transfer of Shares. The instrument of transfer shall be in writing and all the provisions
of Section 56 of the Act and of any statutory modification thereof for the time being shall be duly complied
with in respect of all transfers of Shares and the registration thereof.

57. Subject to the provisions of the Act, these Articles and any other applicable Law for the time being in force,
the Directors may, at their own absolute and uncontrolled discretion and by giving reasons, decline to
register or acknowledge any transfer of Shares, not being a fully paid share, to a Person of whom they do
not approve, and the right of refusal, shall not be affected by the circumstances that the proposed transferee
is already a member of the Company but in such cases, the Directors shall within 30 (thirty) days from the
date on which the instrument of transfer was lodged with the Company, send to the transferee and transferor
notice of the refusal to register such transfer provided that registration or 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 when the Company has a lien on the shares. Transfer of
shares/debentures in whatever lot shall not be refused. In case of transfer of Shares, where the Company
has not issued any certificates and where the Shares are held in dematerialized form, the provisions of the
Depositories Act, 1996 shall apply.

58. The Board may decline to recognize any instrument of transfer unless—

58.1. the instrument of transfer is in the form as prescribed in rules made under sub-Section (1) of Section
56 of the Act;

58.2. the instrument of transfer is accompanied by the certificate of the Shares to which it relates, and such
other evidence as the Board may reasonably require to show the right of the transferor to make the
transfer; and

58.3. the instrument of transfer is in respect of only one class of Shares.

Provided that the registration of 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.

59. On giving not less than 7 (seven) days previous notice in accordance with the Act or any other time period
as may be specified by Law, the registration of transfers may be suspended at such times and for such
periods as the Board may from time to time determine, provided that such registration shall not be
suspended for more than 30 (thirty) days at any one time or for more than 45 (forty five) days in the
aggregate in any year.

60. No fee shall be charged for registration of transfer, transmission, probate, succession certificate and letters
of administration, certificate of death or marriage, power of attorney or similar other document.

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 XII. TRANSMISSION OF SHARES

61. On the death of a Member, the survivor or survivors where the Member was a joint holder of the Shares,
and his nominee or nominees or legal representatives where he was a sole holder, shall be the only person(s)
recognised by the Company as having any title to his interest in the Shares. Nothing in these Articles shall
release the estate of the deceased joint holder from any liability in respect of any Share, which had been
jointly held by him with other persons.

62. Any person becoming entitled to a Share in consequence of the death or insolvency of a Member may, upon
such evidence being produced as the Board may from time to time require, and subject as hereinafter
provided, elect, either:

(a) to be registered as holder of the Share; or

(b) to make such transfer of the Share as the deceased or insolvent Member could have made.

63. The Board shall, in either case, have the same right to decline or suspend registration as it would have had,
if the deceased or insolvent Member had transferred the Share before his death or insolvency.

64. If the person so becoming entitled shall elect to be registered as holder of the Shares, such person shall
deliver or send to the Company a notice in writing signed by him stating that he so elects.

65. If the person aforesaid shall elect to transfer the Share, he shall testify his election by executing an
instrument of transfer in accordance with the provisions of these Articles relating to transfer of Shares.

66. All the limitations, restrictions and provisions contained in these Articles relating to the right to transfer and
the registration of transfers of Shares shall be applicable to any such notice or transfer as aforesaid as if the
death or insolvency of the Member had not occurred and the notice or transfer were a transfer signed by
that Member.

67. A person becoming entitled to a Share by reason of the death or insolvency of the holder shall be entitled
to the same dividends and other advantages to which he would be entitled if he were the registered holder
of the Share, except that he shall not, before being registered as a Member in respect of the Share, be entitled
in respect of it to exercise any right conferred by membership in relation to the General Meetings of the
Company, provided that the Board may, at any time, give notice requiring any such person to elect either
to be registered himself or to transfer the Share, and if the notice is not complied with within 90 (ninety)
days, the Board may thereafter withhold payment of all dividends, bonuses or other moneys payable in
respect of the Share, until the requirements of the notice have been complied with.

XIII. FORFEITURE OF SHARES

68. If a Member fails to pay any call, or instalment of a call, on the day appointed for payment thereof, the
Board may, at any time thereafter during such time as any part of the call or instalment remains unpaid,
serve a notice on him requiring payment of so much of the call or instalment as is unpaid, together with any
interest which may have accrued.

69. The notice issued under Article 68 shall:

(a) name a further day (not being earlier than the expiry of 14 (fourteen) days from the date of service of
the notice) on or before which the payment required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named, the Shares in respect of
which the call was made will be liable to be forfeited.

70. If the requirement of any such notice as aforesaid is not complied with, any Share in respect of which the
notice has been given may, at any time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the Board to that effect.

71. A forfeited Share may be sold or otherwise disposed off on such terms and in such manner as the Board
thinks fit.

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72. At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms as it
thinks fit.

73. A Person whose Shares have been forfeited shall cease to be a Member in respect of the forfeited Shares,
but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies which, at the date
of forfeiture, were presently payable by the person to the Company in respect of the Shares.

74. The liability of such person shall cease if and when the Company shall have received payment in full of all
such monies in respect of the Shares.

75. A duly verified declaration in writing that the declarant is a Director, the manager or the secretary of the
Company, and that a Share in the Company has been duly forfeited 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.

76. The Company may receive the consideration, if any, given for the Share on any sale or disposal thereof and
may execute a transfer of the Share in favour of the Person to whom the Share is sold or otherwise disposed
off.

77. The transferee shall there upon be registered as the holder of the Share.

78. The transferee shall not be bound to ascertain or confirm the application of the purchase money, if any, nor
shall his title to the Share be affected by any irregularity to invalidity in the proceedings in reference to the
forfeiture, sale or disposal of the Share.

79. The provision 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, become payable at a fixed time, whether on account of the nominal value
of the Share or by way of premium, as the same had been payable by virtue of a call duly made and notified.

XIV. ALTERATION OF SHARE CAPITAL

80. Subject to these Articles and the provisions of Section 61 of the Act, the Company may, from time to time,
by ordinary resolution, increase the Share Capital by such sum, to be divided into Shares of such amount,
as may be specified in the resolution.

81. Subject to the provisions of the Act, the Company may from time to time by ordinary resolution, undertake
any of the following:

(a) consolidate or divide, all or any of the Share Capital into Shares of larger or smaller amount than its
existing Shares;

(b) convert all or any of its fully paid-up Shares into stock, and re-convert that stock into fully paid-up
Shares of any denomination;

(c) sub-divide its existing Shares or any number of them into Shares of smaller amount than is fixed by
the Memorandum of Association of the Company, so however, that in the sub-division the proportion
between the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as
it was in the case of the Share from which the reduced Share is derived; or

(d) cancel any Shares which, at the date of the passing of the resolution, have not been taken or agreed
to be taken by any person and diminish the amount of Share Capital by the amount of the Shares so
cancelled. A cancellation of Shares in pursuance of this Article shall not be deemed to be a reduction
of Share Capital within the meaning of the Act.

82. Subject to the provisions of the Act, the Company may, from time to time, by special resolution reduce in
any manner and with, and subject to, any incident authorised and consent required under applicable Law:

(a) the Share Capital;

(b) any capital redemption reserve account; or

(c) any Share premium account.

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 XV. CONVERSION OF SHARES INTO STOCK

83. Where Shares are converted into stock:

(a) the holders of stock may transfer the same or any part thereof in the same manner as and subject to the
same Article under which, the Shares from which the stock arose might before the conversion
have been transferred, or as near there to 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 the stock arose;

(b) the holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, voting at meetings of the Company and other matters,
as if they held the 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 the stock which would not, if existing in Shares, have conferred that privilege
or advantage; and

(c) such of the Articles, as are applicable to paid-up Shares shall apply to stock and the words “Share”,
“Shareholder” and “Member” in those Articles shall include “stock” and “stock holder” respectively.

XVI. GENERAL MEETINGS

84. An annual General Meeting shall be held each calendar year within the timeline prescribed under
Applicable Law. Not more than 15 (fifteen) months shall elapse between the date of one annual General
Meeting of the Company and that of the next. Nothing contained in the foregoing provisions shall be taken
as affecting the right conferred upon the registrar under the provisions of Section 96 of the Act to extend
the time within which any annual General Meeting may be held. Every annual General Meeting shall be
called during business hours on a day that is not a national holiday, and shall be held either at the registered
office or at some other place within the city in which the registered office of the Company is situated, as
the Board may determine.

85. All General Meetings, other than the Annual General Meeting, shall be Extra-ordinary General Meetings.

86. The Board may, whenever it thinks fit, call an extraordinary general meeting.

87. The Board shall on the requisition of such number of member or members of the Company as is specified
in Section 100 of the Act, forthwith proceed to call an extra-ordinary General Meeting of the Company and
in respect of any such requisition and of any meeting to be called pursuant thereto, all other provisions of
Section 100 of the Act shall for the time being apply.

88. A General Meeting of the Company may be convened by giving not less than clear 21 (twenty-one) days’
notice either in writing or through electronic mode in such manner as prescribed under the Act, provided
that a General Meeting may be called after giving a shorter notice if consent, in writing or by electronic
mode, is accorded thereto—

(i) in the case of an annual general meeting, by not less than ninety-five per cent. of the Members
entitled to vote thereat; and

(ii) in the case of any other general meeting, by Members of the Company holding, majority in number
of Members entitled to vote and who represent not less than ninety-five per cent. of such part of
the paid-up share capital of the Company as gives a right to vote at the meeting;

Provided further that where any Member of the Company is entitled to vote only on some resolution or
resolutions to be moved at a General Meeting and not on the others, those Members shall be taken into
account for the abovementioned purposes, in respect of the former resolution or resolutions and not in
respect of the latter.

Notice of every General Meeting shall be given to the Members and to such other Person or Persons as
required by and in accordance with Section 101 and 102 of the Act and it shall be served in the manner
authorized by Section 20 of the Act.

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 XVII. PROCEEDINGS AT GENERAL MEETINGS

89. No business shall be transacted at any General Meeting, unless a quorum of Members is present at the time
when the meeting proceeds to transact business. Save as otherwise provided herein, the quorum for the
General Meetings shall be as provided in Section 103 of the Act.

90. Notwithstanding anything contained elsewhere in these Articles, the Company:

(a) shall, in respect of such items of business as the Central Government may, by notification, declare
or which are under any other applicable Law required to be transacted only by means of postal
ballot; and

(b) may, in respect of any item of business, other than ordinary business and any business in respect of
which Directors or auditors have a right to be heard at any meeting, transact by means of postal
ballot, in such manner as may be prescribed, instead of transacting such business at a General
Meeting and any resolution approved by the requisite majority of the Shareholders by means of
such postal ballot, shall be deemed to have been duly passed at a General Meeting convened in that
behalf and shall have effect accordingly.

Provided that any item of business required to be transacted by means of postal ballot under clause
(a) above, may be transacted at a General Meeting by the Company which is required to provide
the facility to Members to vote by electronic means under Section 108 of the Act, in the manner
provided in that Section.

91. Directors may attend and speak at General Meetings, whether or not they are Shareholders.

92. A body corporate being a Member shall be deemed to be personally present if it is represented in accordance
with Section 113 of the Act.

93. The chairperson, if any, of the Board shall preside as chairperson at every General Meeting of the Company.
If there is no such chairperson or if he is not present within 15 (fifteen) minutes after the time appointed for
holding the meeting, or is unwilling to act as chairperson of the meeting, the Directors present shall choose
one of the Directors present to be chairperson of the meeting.

94. If at any General Meeting no Director is willing to act as chairperson or if no Director is present within 15
(fifteen) minutes after the time appointed for holding the General Meeting, the Members present shall
choose one of the Members to be chairperson of such General Meeting.

95. The chairperson may, with the consent of Members at any General Meeting at which a quorum is present,
and shall, if so directed by the General Meeting, adjourn the General Meeting from time to time and from
place to place.

96. In the event a quorum as required herein is not present within 30 (thirty) minutes of the appointed time,
then subject to the provisions of Section 103 of the Act, the General Meeting shall stand adjourned to the
same place and time 7 (seven) days later, provided that the agenda for such adjourned General Meeting
shall remain the same. The said General Meeting if called by requisitionists under Article 87 herein read
with Section 100 of the Act shall stand cancelled.

97. In case of an adjourned meeting or of a change of day, time or place of meeting, the Company shall give
not less than 3 (three) days’ notice to the Members either individually or by publishing an advertisement in
the newspapers (one in English and one in vernacular language) which is in circulation at the place where
the registered office of the Company is situated.

98. No business shall be transacted at any adjourned General Meeting other than the business left unfinished at
the General Meeting from which the adjournment took place.

99. 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.

100. Save as aforesaid, and as provided in Section 103 of the Act, it shall not be necessary to give any notice of
an adjournment or of the business to be transacted at an adjourned General Meeting.

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101. The required quorum at any adjourned General Meeting shall be the same as that required at the original
General Meeting.

102. If at the adjourned meeting too, a quorum is not present within 30 (thirty) minutes from the time appointed
for holding such meeting, the Members present shall be the quorum and may transact the business for which
the meeting was called.

103. Any act or resolution which, under the provision of these Articles or of the Act, is permitted shall be
sufficiently so done or passed if effected by an ordinary resolution unless either the Act or these Articles
specifically require such act to be done or such resolution passed by a special resolution or by a unanimous
approval of all the Members.

XVIII. VOTING RIGHTS

104. Subject to any rights or restrictions for the time being attached to any class or classes of Shares:

(a) on a show of hands, every Member present in person shall have 1 (one) vote; and

(b) on a poll, the voting rights of Members shall be in proportion to their share in the paid-up Equity
Share Capital.

105. In the case of an equality of votes at any General Meeting the Chairman shall, both on a show of hands,
on a poll (if any) and e-voting (if applicable), have casting vote in addition to the vote or votes to which
he may be entitled as a member.

106. At any General Meeting, a resolution put to vote of the meeting shall be decided on a show of hands, unless
a poll is (before or on the declaration of the result of the voting on any resolution on show of hands)
demanded by any Member or Members present in person or by proxy, and having not less than one-tenth
of the total voting power or holding Shares on which an aggregate sum of not less than INR 500,000 (Rupees
five lakh) or such higher amount as may be prescribed under applicable Law has been paid up.

107. Any business other than that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.

108. A Member may exercise his vote at a meeting by electronic means in accordance with Section 108 and shall
vote only once. The Company shall also provide E-voting facility to the Shareholders of the Company in
terms of the provisions of Act and the Companies (Management and Administration) Rules, 2014 or any
other Law, if applicable to the Company.

109. In case of joint holders, the vote of the senior who tenders a vote, whether in person or proxy, shall be
accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be
determined by the order in which the names are stated in the register of Members of the Company.

110. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction,
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.

111. No Member shall be entitled to exercise any voting rights either personally or by proxy at any General
Meeting or meeting of a class of Shareholders either upon a show of hands or upon a poll in respect of any
Shares registered in his/her name on which any calls or other sums presently payable by him in respect of
Shares in the Company have not been paid.

112. No objection shall be raised to the qualification of any voter except at the General Meeting or adjourned
General Meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
General Meeting and whether given personally or by proxy or otherwise shall be deemed valid for all
purpose.

113. Any such objection made in due time shall be referred to the chairperson of the General Meeting whose
decision shall be final and conclusive.

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 XIX. PROXY

114. Subject to the provisions of the Act and these Articles, any Member of the Company entitled to attend and
vote at a General Meeting of the Company shall be entitled to appoint a proxy to attend and vote instead of
himself and the Proxy so appointed shall have no right to speak at the meeting.

115. The proxy shall not be entitled to vote except on a poll.

116. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is
signed or a notarised copy of that power or authority, shall be deposited at the registered office of the
Company not less than 48 (forty eight) hours before the time for holding the meeting or adjourned
meeting at which the person named in the instrument proposes to vote; or in the case of a poll, not less
than 24 (twenty four) hours before the time appointed for the taking of the poll; and in default the instrument
of proxy shall not be treated as valid.

117. An instrument appointing a proxy shall be in the form as prescribed under the Act and the rules framed
thereunder.

118. 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 the revocation of the proxy or of the authority under which the
proxy was executed, or the transfer of the Shares in respect of which the proxy is given; provided that no
intimation in writing of such death, insanity, revocation or transfer shall have been received by the
Company at its office before the commencement of the meeting or the adjourned meeting at which the
proxy is used.

XX. BOARD OF DIRECTORS

119. Subject to the provisions of the Act, the number of Directors shall not be less than 3 (three) and more than
15 (fifteen), provided that the Company may appoint more than 15 (fifteen) directors after passing a special
resolution. The Company shall have such minimum number of independent Directors on the Board of the
Company, as may be required in terms of the provisions of applicable Laws and regulations. Further, the
appointment of such independent Directors shall be in terms of, and subject to, the aforesaid provisions of
applicable Law.

120. Subject to the provisions of the Act, the Board shall have the power to determine the Directors whose period
of office is or is not liable to determination by retirement of directors by rotation.

(a) At every annual General Meeting of the Company, one-third of such of the Directors (that does
not include independent Directors, whether appointed under the Act or any other Law for the time
being in force, on the Board of the Company) for the time being as are liable to retire by rotation
pursuant to applicable Law or if their number is not three or a multiple of three, the number nearest
to one-third shall retire from office.

(b) Subject to Section 152(6)(d) of the Act, the Directors to retire by rotation at every annual General
Meeting shall be those who have been longest in office since their last appointment, but as between
Persons who become Directors on the same day, those who are to retire, shall, in default of and
subject to any agreement amount themselves, be determined by lot.

(c) A retiring Director shall be eligible for re-election.

(d) Subject to Sections 152(6)(e) and 152(7)(a) of the Act and these Articles, the Company at the
General Meeting at which a Director retires in a manner aforesaid may fill up the vacated office
by electing a Person thereto.

(e) If the place of the 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 national holiday, till the next succeeding day which is not
a national holiday, at the same time and place.

(f) If at the adjourned meeting also, the place of the retiring Director is not filled up and that meeting
also has not expressly resolved not to fill the vacancy, then the retiring Director shall be deemed
to have been reappointed at the adjourned meeting, unless:-

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 (i) at that meeting or at the previous meeting a resolution for the reappointment 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,
expressed his unwillingness to be so reappointed;

(iii) he is not qualified or is disqualified for appointment; or

(iv) a resolution whether special or ordinary is required for the appointment or reappointment
by virtue of any applicable provisions of the Act.

121. Subject to Section 197 and other applicable provisions of the Act, the remuneration of Directors may be a
fixed sum by way of monthly payment or a percentage of the net profits or partly by one way and partly by
the other.

122. Subject to the provisions of the Act, every Director shall be paid out of the funds of the Company such sum
as the Board may from time to time determine for attending every meeting of the Board or any committee
of the Board, subject to the ceiling prescribed under the Act.

123. In addition to the remuneration payable to them in pursuance of the Act, the Directors may also be paid all
travelling, hotel and other expenses properly incurred by them in attending and returning from meeting of
the Board or any committee thereof or General Meetings of the Company and any other expenses properly
incurred by them in connection with the business of the Company. If authorized by the Board, the Directors
may also be remunerated for any extra services done by them outside their ordinary duties as Directors,
subject to the applicable provisions of the Act.

124. A Director shall not be required to hold any qualification shares in the Company.

125. Subject to the provisions of the Act, the Board shall have power at any time, and from time to time, to
appoint any other person as an additional director provided that the number of the Directors and additional
Directors together shall not at any time exceed the maximum number fixed as above and any person so
appointed as an additional Director shall retain his office only up to the date of the next annual General
Meeting or last date on which the annual General Meeting should have been held, whichever is earlier, but
shall then be eligible for re-appointment as Director of the Company.

126. In the event that a Director is absent for a continuous period of not less than 3 (three) months from India
(an “Original Director”), subject to these Articles and the provisions of the Act, the Board may appoint
another person (an “Alternate Director”) for and in place of the Original Director. The Alternate Director
shall be entitled to receive notice of all meetings and to attend and vote at such meetings in place of the
Original Director and generally to perform all functions of the Original Director in the Original Director’s
absence. No Person shall be appointed as an Alternate Director to an independent Director unless such
Person is qualified to be appointed as an independent Director of the Company. Any person so appointed
as Alternate Director shall not hold office for a period longer than that permissible to the Original Director
and shall vacate the office if and when the Original Director returns to India

127. The office of a Director shall automatically become vacant, if he is disqualified under any of the provisions
of the Act or the rules framed thereunder. Further, subject to the provisions of the Act, a Director may resign
from his office at any time by giving a notice in writing addressed to the Board and the Company shall
intimate the registrar and also place the fact of such resignation in the report of Directors laid in the
immediately following General Meeting. Subject to the Act, such Director may also forward a copy of his
resignation along with detailed reasons for the resignation to the registrar within 30 (thirty) days of
resignation. The resignation of a Director shall take effect from the date on which the notice is received by
the Company or the date, if any, specified by the Director in the notice, whichever is later. The Company
may, subject to the provisions of Section 169 and other applicable provisions of the Act and these Articles
remove any Director before the expiry of his period of office.

128. At any annual General Meeting at which a Director retires, the Company may fill up the vacancy by
appointing the retiring Director who is eligible for re-election or some other person if a notice for the said
purpose has been left at the office of the Company in accordance with the provisions of the Act.

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129. No Person shall be appointed as a Director unless he furnishes to the Company his Director Identification
Number under Section 154 of the Act or any other number as may be prescribed under Section 153 of the
Act and a declaration that he is not disqualified to become a Director under the Act.

130. No Person appointed as a Director shall act as a Director unless he gives his consent to hold the office as a
Director and such consent has been filed with the Registrar within 30 (thirty) days of his appointment in the
manner prescribed in the Act.

131. If the office of any Director appointed by the Company in General Meeting is vacated before his term of
office expires in the normal course, the resulting casual vacancy may, be filled by the Board of Directors at
a meeting of the Board which shall be subsequently approved by Members in the immediate next General
Meeting. Provided any person 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 it had not been vacated.

132. In the event of the Company borrowing any money from any financial corporation or institution or
government or any government body or a collaborator, bank, Person or Persons or from any other source,
while any money remains due to them or any of them, the lender concerned may have and may exercise the
right and power to appoint, from time to time, any Person or Persons to be a Director or Directors of the
Company and the Directors so appointed, shall not be liable to retire by rotation, subject however, to the
limits prescribed by the Act. Any Person so appointed may at any time be removed from the office by
the appointing authority who may from the time of such removal or in case of death or resignation of
such Person, appoint any other or others in his place. Any such appointment or removal shall be in
writing, signed by the appointee and served on the Company. Such Director need not hold any
qualification shares.

XXI. PROCEEDINGS OF THE BOARD

133. The Board may meet for the conduct of business and may adjourn and otherwise regulate its meetings, as
it thinks fit.

134. A Director may and the manager or secretary on the requisition of a Director shall, at any time, summon a
meeting of the Board.

135. A minimum number of 4 (four) Board meetings shall be held every year in such a manner that not more
than 120 (one hundred and twenty) days shall intervene between 2 (two) consecutive meetings of the Board,
in accordance with the provisions of the Act.

136. Subject to the provisions of the Act and the rules framed thereunder, all or any of the Directors or members
of any committee of the Board may participate in a meeting of the Directors or such committee through
video conferencing or other audio visual means.

137. No business shall be conducted at any meeting of the Directors unless a quorum is present. The quorum for
the meeting of the Board shall be one third of its total strength or 2 (two) Directors, whichever is higher,
and the participation of the Directors by video conferencing or by other audio-visual means or any other
means (to the extent permitted under the Act and the rules framed thereunder or otherwise provided by
the Ministry of Corporate Affairs), in each case from time to time, shall also be counted for the purposes
of quorum under this Article, provided that where at any time the number of interested Directors is equal
to or exceeds two-thirds of the total strength of the Board, the number of remaining Directors, that is to
say the number of Directors who are not interested and present at the meeting being not less than 2 (two),
shall be the quorum during such time.

138. If quorum is found to be not present within 30 (thirty) minutes from the time when the meeting should have
begun or if during the meeting, valid quorum no longer exists, the meeting shall be reconvened at the same
time and at the same place 7 (seven) days later. At the reconvened meeting, the Directors present and not
being less than 2 (two) persons shall constitute the quorum and may transact the business for which the
meeting was called and any resolution duly passed at such meeting shall be valid and binding on the
Company.

139. The continuing Directors may act notwithstanding any vacancy in the Board; but if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing Directors
or Director may act for the purpose of increasing the number of Directors to that fixed for the quorum, or
of summoning a General Meeting of the Company, but for no other purpose.

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140. Subject to the provisions of the Act and the rules framed thereunder allowing for shorter notice periods, a
meeting of the Board shall be convened by giving not less than 7 (seven) days’ notice in writing to every
Director. Each notice of a Board meeting shall:

(a) specify a reasonably detailed agenda. Unless waived in writing by all Directors, any item not
included in the agenda of a meeting shall not be considered or voted upon at that meeting of the
Board;

(b) be accompanied by any relevant supporting papers; and

(c) be sent by: (i) courier if sent to an address in India; (ii) by e-mail or facsimile transmission if sent
to an address outside India; or by hand delivery.

141. Save as otherwise expressly provided in the Act or these Articles, questions arising at any meeting of the
Board shall be decided by a majority of votes.

142. The Directors may from time to time elect a Chairperson who shall preside at the meetings of the Directors
and determine the period for which he is to hold office. The same individual may be appointed as the
chairperson of the Company as well as the managing Director and/or the chief executive officer of the
Company. If no such chairperson is elected, or if at any meeting the chairperson is not present within 5
(five) minutes after the time appointed for holding the meeting, the Directors present may choose one of
their number to be the chairperson of the meeting.

143. In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting vote.

144. Subject to these Articles and Sections 175, 179 and other applicable provisions of the Act, a circular
resolution in writing, executed by or on behalf of a majority of the Directors or members of a committee,
shall constitute a valid decision of the Board or committee thereof, as the case may be, as if it had been
passed at a meeting of the Board or committee, duly convened and held, provided that a draft of such
resolution together with the information required to make a fully-informed good faith decision with respect
to such resolution and appropriate documents required to evidence passage of such resolution, if any, was
sent to all of the Directors or members of the committee (as the case may be) at their addresses registered
with the Company in India by hand delivery or by post or by courier, or through such electronic means as
may be prescribed under the Act, and has been approved by a majority of the Directors or members who
are entitled to vote on the resolution.

145. The Board shall constitute the statutory committees in accordance with applicable Law. Subject to
provisions of the Act, the Board may delegate any of its powers to committees consisting of such Director
or Directors as it thinks fit.

146. Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that
may be imposed on it by the Board.

147. Subject to applicable Law and these Articles, a committee may elect a chairperson of its meetings.

148. If no such chairperson is elected, or if at any meeting the chairperson is not present within 5 (five) minutes
after the time appointed for holding the meeting, the Directors present may choose one of themselves to be
the chairperson of the meeting.

149. A committee may meet and adjourn as it thinks fit.

150. Questions arising at any meeting of a committee shall be determined by a majority of votes of the Directors
present. In case of an equality of votes, the chairperson of the committee, if any, shall have second or
casting vote.

151. Every Director shall at the first meeting of the Board in which he participates as a Director and thereafter
at the first meeting of the Board in every financial year or whenever there is any change in the disclosures
already made, then the first meeting held after such change, disclose his concern or interest in any company,
companies or bodies corporate, firms or other associations of individuals which shall include the
shareholding in such manner as may be prescribed under the Act and the rules framed thereunder.

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152. Subject to the provisions of the Act, no Director shall be disqualified by his office from contracting with
the Company nor shall any such contract entered into by or on behalf of the Company in which any Director
shall be in any way interested be avoided, nor shall any Director contracting or being so interested be liable
to account to the Company for any profit realized by any such contract by reason only of such Director
holding that office or of the fiduciary relations thereby established provided that every Director who is in
any way whether directly or indirectly concerned or interested in a contract or arrangement, 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 and shall not participate in such meeting as required under Section 184 and other
applicable provisions of the Act, and his presence shall not count for the purposes of forming a quorum at
the time of such discussion or vote.

153. All acts done in any meeting of the Board or of a committee thereof or by any person acting as a Director,
shall, notwithstanding that it may be afterwards discovered that there was some defect in the appointment
of any one or more of such Directors or of any person acting as aforesaid or that they or any of them were
disqualified, be as valid as if every such Director or such person had been duly appointed and was qualified
to be a Director.

154. Every Director present at any meeting of the Board or of a committee thereof shall sign his name in a book
to be kept for that purpose.

155. Minutes of each meeting of the Board shall be circulated to all Directors.

XXII. POWERS OF DIRECTORS

156. The business of the Company shall be vested in the Board of Directors and the Board shall be responsible
for the overall direction and management of the Company. Subject to the provisions of the Act, the Board
shall have the right to delegate any of their powers to such committee of Directors, managing director,
managers, agents or other persons as they may deem fit and may at their own discretion revoke such powers.

157. Subject to the provisions of the Act and these Articles, the Board shall be entitled to exercise all such
powers, and to do all such acts and things as the Company is authorized to exercise and do; provided that
the Board shall not exercise any power or do any act or thing which is directed or required, whether by the
Act, or any other statute or by the Memorandum of Association of the Company or by these Articles or
otherwise, to be exercised or done by the Company in a General Meeting; provided further that in exercising
any such power or doing any such act or thing, the Board shall be subject to the provisions in that behalf
contained in the Act or any other statute or in the Memorandum of Association of the Company or in these
Articles, or in any regulations not inconsistent therewith and duly made thereunder, including regulations
made 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.

158. The Board of Directors shall, or shall authorize persons in their behalf, to make necessary filings with
Governmental Authorities in accordance with the Act and other applicable Law, as may be required from
time to time.

159. The Directors shall have the power to open and close bank accounts and operate the same generally, to sign
cheques on behalf of the Company and to receive payments, make endorsements, draw and accept
negotiable instruments, hundies and bills or may authorize any other person or persons to exercise such
powers.

XXIII. MANAGING/WHOLE-TIME DIRECTORS AND KEY MANAGERIAL PERSONNEL

160. Subject to the provisions of the Act, the Board may from time to time appoint one or more Directors to be
the managing Director/ whole-time Director of the Company on such remuneration and terms and
conditions as the Board may think fit, and for a fixed term or without any limitation as to the period for
which he is to hold such office and from time to time and subject to the provisions of any contract between
him and the Company, remove or dismiss him from office and appoint another in his place. Subject to the
provisions of the Act, in particular to the prohibitions and restrictions contained in Section 179 thereof, the
Board may, from time to time, entrust to and confer upon the managing Director / whole-time Director, for
the time being, such of the powers exercisable hereunder by the Board, as it may think fit, and may confer
such powers, for such time and be exercised for such objects and purposes, and upon such terms and

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 conditions and with such restrictions as it thinks fit, and the Board may confer such power, either collaterally
with or to the exclusion of, and in substitution for any of the powers of the Board in that behalf and may,
from time to time, revoke, withdraw, alter or vary all or any of such powers.

161. Subject to the provisions of any contract between him and the Company, the managing Director/ whole-
time director, shall be subject to the same provisions as to resignation and removal as the other Directors
and shall ipso facto and immediately cease to be the managing Director if he ceases to hold the office of
Director for any cause.

162. Subject to the provisions of the Act, the managing Director/whole-time Director shall, in addition to the
remuneration payable to him as a Director of the Company, receive such remuneration as may be
sanctioned by the Board from time to time and such remuneration may be fixed by way of salary or bonus
or commission or participation in profit, or perquisites and benefits or by some or all of these modes.

163. Subject to the provisions of the Act, a chief executive officer, manager, company secretary or chief financial
officer or any other key managerial personnel not more than one level below the Board and in the whole
time employment of the Company and designated as a key managerial personnel may be appointed by
the Board for such term, at such remuneration and upon such conditions as it may think fit; and any chief
executive officer, manager, company secretary, chief financial officer or any other Key Managerial
Personnel so appointed may be removed by means of a resolution of the Board.

164. A Director may be appointed as chief executive officer, manager, or chief financial officer.

165. Any provision of the Act or these Articles requiring or authorising a thing to be done by or to a Director
and managing director, chief executive officer, manager, company secretary or chief financial officer
shall not be satisfied by its being done by or to the same Person acting both as Director and as, or in place
of, managing director, chief executive officer, manager, company secretary or chief financial officer.

XXIV. BORROWING POWERS

166. Subject to the provisions of the Act, the Board may from time to time, at their discretion raise or borrow or
secure the payment of any sum or sums of money for and on behalf of the Company. Any such money may
be raised or the payment or repayment thereof may be secured in such manner and upon such terms and
conditions in all respect as the Board may think fit by promissory notes or by opening loan or current
accounts or by receiving deposits and advances at interest with or without security or otherwise and in
particular by the issue of bonds, perpetual or redeemable debentures of the Company charged upon all or
any part of the property of the Company (both present and future) including its uncalled capital for the time
being or by mortgaging or charging or pledging any lands, buildings, machinery, plant, goods or other
property and securities of the Company or by other means as the Board deems expedient.

167. The Board of Directors shall not except with the consent of the Company by way of a special resolution,
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) exceeds the aggregate of paid up capital of the Company, its free reserves and securities premium.

168. Subject to the Act and the provisions of these Articles, any bonds, debentures, debenture-stock or other
securities issued or to be issued by the Company shall be under the control of the Board, who may issue
them upon such terms and conditions and in such manner and for such consideration as the Board shall
consider to be for the benefit of the Company.

XXV. DIVIDENDS AND RESERVES

169. The Company may declare dividends as per the provisions of the Act, but no dividend shall exceed the
amount recommended by the Board. No dividend shall be payable except out of the profits of the Company
or any other undistributed profits.

170. Subject to the provisions of Section 123 of the Act, the Board may from time to time pay to the Members
such dividends including interim dividends as appear to it to be justified by the profits of the Company.

171. The Board may, before recommending any dividend, set aside out of the profits of the Company such sums
as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any
purpose to which the profits of the Company may be properly applied, including provision for meeting

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 contingencies or for equalising dividends; 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 Board may, from time to time, think fit. The Board may also carry forward any profits
which it may consider necessary not to divide, without setting them aside as a reserve.

172. No amount paid or credited as paid on a Share in advance of calls shall be treated for the purpose of these
Articles as paid on the Share.

173. All dividends shall be apportioned and paid proportionately to the amounts, paid or credited as paid on the
Shares during any portion or portions of the period in respect of which the dividend is paid, but if any Share
is issued on terms providing that it shall rank for dividend as from a particular date such Share shall rank
for dividend accordingly.

174. The Board may deduct from any dividend payable to any Member all sums of money, if any, presently
payable by him to the Company on account of calls or otherwise in relation to the Shares.

175. Any dividend, interest or other monies payable in cash in respect of Shares may be paid by electronic mode
or by cheque or warrant sent through the post directed to the registered address of the holder or, in the case
of joint holders, to the registered address of that one of the joint holders who is first named on the
register of Members of the Company, or to such person and to such address as the holder or joint holders
may in writing direct.

176. Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent.

177. Any one of two or more joint holders of a Share may give effectual receipts for any dividends, bonuses or
other payments in respect of such Share.

178. Notice of any dividend, whether interim or otherwise, that may have been declared shall be given to the
Persons entitled to share therein in the manner mentioned in the Act.

179. No dividend shall bear interest against the Company.

180. Nothing herein shall be deemed to prohibit the capitalization of 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 the Members of the Company.

181. The Company shall comply with the provisions of the Act in respect of any dividend remaining unpaid or
unclaimed with the Company. Where the Company has declared a dividend but which has not been paid or
claimed within 30 (thirty) days from the date of declaration, the Company shall, within 7 (seven) days
from the date of expiry of the 30 (thirty) day period, transfer the total amount of dividend which remains
so unpaid or unclaimed, to a special account to be opened by the Company in that behalf in any scheduled
bank, to be called “Unpaid Dividend Account of Agilus Diagnostics Limited”. Any money transferred
to the unpaid dividend account of the Company which remains unpaid or unclaimed for a period of 7
(seven) years from the date of such transfer, shall be transferred by the Company to the Investor
Education and Protection Fund established under the Act. No unclaimed or unpaid dividend shall be
forfeited by the Board before claim on such dividend becomes barred by applicable Law.

XXVI. CAPITALISATION OF PROFITS

182. The Company in a General Meeting may, upon the recommendation of the Board, resolve:

(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit of
any 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 Article 183
amongst the Members who would have been entitled thereto, if distributed by way of dividend
and in the same proportions.

183. The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained in these
Articles below, either in or towards:

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 (a) paying up any amounts for the time being unpaid on any Shares held by such Members
respectively;

(b) paying up in full, unissued Shares of the Company to be allotted and distributed, credited as fully
paid up, to and amongst such Members in the proportions aforesaid; or

(c) Partly in the way specified in sub-Article (a) and partly in that specified in sub-Article (b) above.

(d) A securities premium account and a capital redemption reserve account may, for the purposes of
this Article, be applied in the paying up of unissued Shares to be issued to Members of the
Company as fully paid bonus Shares.

(e) The Board shall give effect to the resolution passed by the Company in pursuance of this Article.

184. 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 capitalised thereby,
and all allotments and issues of fully paid Shares, if any; and

(b) generally, do all acts and things required to give effect thereto.

185. The Board shall have power to:

(a) make such provision, by the issue of fractional certificates or by payment in cash or otherwise as
it thinks fit, for the case of Shares or debentures becoming distributable in fractions; and

(b) authorise 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 capitalisation, or (as the case may require)
for the payment by the Company on their behalf, by the application thereto of their respective
proportions of profits resolved to be capitalised, of the amount or any part of the amounts remaining
unpaid on their existing Shares.

186. Any agreement made under such authority shall be effective and binding on such Members.

XXVII. INDEMNITY

187. Subject to the provisions of the Act, every Chairperson/ Director, secretary and the other officers for the
time being of the Company acting in relation to any of the affairs of the Company shall be indemnified out
of the assets of the Company from and against all suits, proceedings, cost, charges, losses, damage and
expenses which they or any of them shall or may incur or sustain by reason of any act done or committed
in or about the execution of their duty in their respective office except such suits, proceedings, cost, charges,
losses, damage and expenses, if any that they shall incur or sustain, by or through their own wilful neglect
or default respectively.

188. The Company may take and maintain any insurance as the Board may think fit on behalf of its present
and/or former Directors and key managerial personnel for indemnifying all or any of them against any
liability for any acts in relation to the Company for which they may be liable but have acted honestly or
reasonably.

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189. Subject to the provisions of the Act, the Company shall keep at its registered office, proper books of
accounts and other relevant books and papers and financial statement for every financial year which give a
true and fair view of the state of the affairs of the Company, including that of its branch office or offices, if
any, and explain the transactions effected both at the registered office and its branches and such books shall
be kept on accrual basis and according to the double entry system of accounting, provided that all or any of
the books of account aforesaid may be kept at such other place in India as the Board may decide and when
the Board so decides the Company shall, within 7 (seven) days of the decision file with the registrar a notice
in writing giving the full address of that other place, provided further that the Company may keep such
books of accounts or other relevant papers in electronic mode in such manner as provided in Section 128
of the Act and the rules framed thereunder.

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190. The Board shall from time to time determine whether and to what extent and at what times and places and
under what conditions or regulations, the accounts or books or documents of the Company, or any of them,
shall be open to inspection by the Members not being Directors subject to provisions of the Act and these
Articles. Each Director shall be entitled to examine the books, accounts and records of the Company, and
shall have free access, at all reasonable times and with prior written notice, to any and all properties and
facilities of the Company. The Company shall provide such information relating to the business, affairs and
financial position of the Company as any Director may reasonably require.

191. No member (not being a Director) shall have any right of inspecting any account or book or document of
the Company except as conferred by Law or authorised by the Board or by the Company in General
Meeting.

192. The books of accounts of the Company relating to a period of not less than 8 (eight) years immediately
preceding the current year together with the vouchers relevant to any entry in such books of account
shall be preserved in good order.

XXIX. AUDIT

193. The statutory auditors of the company shall be appointed, their remuneration shall be fixed, rights, duties
and liabilities shall be regulated and their qualifications and disqualifications shall be in accordance with
the provisions of Sections 139 to 148 (both inclusive) of the Act.

194. The Directors may fill up any casual vacancy in the office of the auditors within 30 (thirty) days subject to
the provisions of Sections 139 and 140 of the Act and the rules framed thereunder.

195. The remuneration of the auditors shall be fixed by the Company in the annual General Meeting or in such
a manner as the Company in the annual General Meeting may determine except that, subject to the
applicable provisions of the Act, remuneration of the first or any auditor appointed by the Directors may
be fixed by the Directors.

196. The Company shall also appoint the internal auditor to conduct internal audit of the functions and
activities of the Company in accordance with the provisions of the Act.

XXX. SECRECY

197. Subject to the provisions of the Act, no Member shall be entitled to visit or inspect any work of the
Company without the permission of the Directors, managing directors or secretary or to require
inspection of any books of accounts or documents of the Company or any discovery of any information
or any detail of the Company's business or any other matter, which is or may be in the nature of a trade
secret, mystery of secret process or which may relate to the conduct of the business of the Company and
which in the opinion of the Directors or the managing Director will be inexpedient in the collective
interests of the Members of the Company to communicate to the public or any Member.

198. Every Director, manager, secretary, auditor, trustee, member of committee, officer, servant, agent,
accountant or other person employed in the business of the Company will be upon entering his duties
pledging himself to observe strict secrecy in respect of all matters of the Company including all
transaction with customers, state of accounts with individual and other matters relating thereto and to not
reveal any of the matters which may come to his knowledge in the discharge of his duties except when
required so to do by the Directors or by any meeting or by a court of Law and except so far as may be
necessary in order to comply with any of the provisions in these Articles and the provisions of the Act.

199. Post listing of the Equity Shares, at the request of any Shareholder, the Company shall provide to such
Shareholder: (i) annual reports; (ii) annual, semi-annual, quarterly and other periodic financial statements
and reports; (iii) any other interim or extraordinary reports; and (iv) prospectuses, registration statements,
offering circulars, offering memoranda and other document relating to any offering of securities by the
Company, provided, in each case, that (a) the Company has, prior to providing any Shareholder with
such information, made such information available to the public; and (b) the Company is not prohibited
under any applicable Law from providing such information to such Shareholder.

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 XXXI. WINDING UP

200. The Company may be wound up in accordance with the Act and the Insolvency and Bankruptcy Code,
2016 (to the extent applicable).

XXXII. GENERAL AUTHORITY

Wherever in the Act, it has been provided that the Company shall have any right, privilege or authority or that the
Company cannot carry out any transaction unless the Company is so authorized by its Articles then in that case,
these Articles hereby authorize and empower the Company to have such rights, privilege or authority and to carry
out such transaction as have been permitted by the Act.

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 Part B

The Articles of Association of Agilus Diagnostics Limited (“Company”), which have been adopted by our Board
of Directors pursuant to a resolution dated August 4, 2023 and approved by the Shareholders pursuant to a special
resolution dated September 8, 2023, comprise of two parts, Part A and Part B, which parts shall, unless the context
otherwise requires, co-exist with each other until the filing of the draft red herring prospectus of the Company
(“DRHP”) prepared in connection with the proposed initial public offering of its Equity Shares (“IPO”) with the
Securities and Exchange Board of India (“SEBI”). In case of any inconsistency between Part A and Part B, the
provisions of Part B shall prevail except for the Articles 81 to 91 of Part B.

Part B shall automatically cease to have any force and effect from the date of filing of the DRHP with SEBI
without any further action by the Company or by the Shareholders and Part A shall continue to be in effect. Part
B shall terminate upon filing of the red herring prospectus in relation to the IPO, with the Registrar of Companies,
without any further action by the Company or by the Shareholders.

However, Part A shall automatically terminate and cease to have any force and effect from, and upon the earlier
of the following dates: (a) such date falling on the date of completion of 12 months from the date of receipt of
final observations on the DRHP by SEBI, and if the IPO is not completed by such date; or (b) the date on which
the IPO is withdrawn, subject to applicable laws and Part B will become operative and come into effect, without
any further action by the Company or by the Shareholders.

1. TABLE ‘F’ EXCLUDED

1. The regulations contained in the Table marked ‘F’ in Schedule I to the Table ‘F’ not to
Companies Act, 2013 shall not apply to the Company, except in so far Apply
as the same are repeated, contained or expressly made applicable in these
Articles or by the said Act.
2. The regulations for the management of the Company and for the Company to be
observance by the members thereto and their representatives, shall, governed by these
subject to any exercise of the statutory powers of the Company with Articles
reference to the deletion or alteration of or addition to its regulations by
resolution as prescribed or permitted by the Companies Act, 2013, be
such as are contained in these Articles.
2. Interpretation
1. In these Articles —
“Acceptance Notice" shall have the meaning ascribed to it under Article “Acceptance Notice”
111.2.2;
“Act” mean shall mean the (Indian) Companies Act 2013, as amended, “Act”
modified, replaced or supplemented from time to time;
“Articles” means these articles of association of the Company or as altered “Articles”
from time to time
"Accepting Offeree" shall have the meaning ascribed to it under Article "Accepting Offeree"
112.1 (c);

"Accepting Offeree Shares" shall have the meaning ascribed to it under "Accepting Offeree
Article 112.1 (c); Shares"

"Accounting Standards" shall mean the Indian generally accepted "Accounting

accounting principles promulgated by the Institute of Chartered Accountants Standards"
of India, together with its pronouncements thereon from time to time, and
applied on a consistent basis;
"Affiliate" means with respect to: (i) any Person, any other Person directly “Affiliate”
or indirectly Controlling, Controlled by or under common Control with, that
Person; and (ii) a Person being a natural person, shall include Relatives of
such Person. With respect to NJBIF, "Affiliate" shall also include NYLIM-

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Jacob Ballas Asset Management Company III LLC, ("NYLIM-JB AMC"), a
company incorporated under the laws of Mauritius with its registered office
at IFS Court, Twenty Eight, Cyber City, Ebene, Mauritius and each of
NJBIF’s and NYLIM-JB AMC’s respective investors and shareholders as
well as (1) any fund, collective investment scheme, trust, partnership
(including, without limitation, any co-investment partnership), special
purpose or other vehicle or any subsidiary or affiliate of any of the foregoing,
in which any of the Persons mentioned above is a general or limited partner,
substantial shareholder (holding 10% or more of the total shares), investment
manager or advisor, member of a management or investment committee,
nominee, custodian or trustee; and (2) in the case of any entity included in
Article (1) above, any partners, members, directors, officers, employees or
substantial investors (having an interest of 10% (ten per cent) or more in such
entity) (either directly or indirectly through any investment partnerships of
entities of such entity) who are distributees of investments held by such entity
pursuant to the bona fide liquidation of such entity in which securities held
by such entity are distributed to such distributees, provided that, for the
avoidance of doubt, an Indian company in which NJBIF, NYLIM-JB AMC
or any other entity whose investments in India are managed by NYLIM-JB
AMC have made a financial investment shall not be classified as an Affiliate
of NJBIF;

"Annual Budget" means the annual financial budget of the Company “Annual Budget”
consisting of the Company’s projected profit and loss statement, projected
cash flow statement and projected balance sheet and annual capital
expenditure budget;

"Applicable Law" means all applicable statutes, laws, ordinances, rules and "Applicable Law"
regulations, including but not limited to, any license, permit or other
governmental Authorization, in each case as in effect from time to time;

"Applicable S&E Law" means all applicable statutes, laws, ordinances, "Applicable S&E
rules and regulations of the Country, including, without limitation, all Law"
Authorizations setting standards concerning environmental, social, labor,
health and safety or security risks of the type contemplated by the
Performance Standards or imposing liability for the breach thereof;
"As-If-Converted Basis" means with respect to any calculation of the "As-If-Converted
number of outstanding Equity Shares, calculated as if all Share Equivalents Basis"
outstanding on the date of calculation have been exercised or exchanged for
or converted into Equity Shares assuming full conversion of its Share
Equivalent on the basis of the terms of issue of such Share Equivalent;
"Auditor" means the statutory auditors of the Company; "Auditor"
"Authority" means any national, supranational, state, regional or local "Authority"
government or governmental, statutory, regulatory, administrative, fiscal,
judicial, or government-owned body, department, commission, board,
authority, tribunal, court, stock exchange, or central bank (or any Person
whether or not government owned and howsoever constituted or called, that
exercises the functions of a central bank);
"Authorization" means any consent, registration, filing, agreement, "Authorization"
notarization, certificate, license, approval, permit, authority or exemption
from, by or with any Authority, whether given by express action or deemed
given by failure to act within any specified time period and all corporate,
creditors' and shareholders' approvals or consents;
"Beneficial Owner" means the beneficial owner as defined in clause (a) of "Beneficial Owner"
Sub-section 1 of Section 2 of the Depositories Act, 1996;

450
"Big Four" means any of KPMG, PricewaterhouseCoopers, Ernst & Young "Big Four"
and Deloitte Touche Tohmatsu;”
"Board" or "Board of Directors" means the board of directors of the "Board" or "Board of
Company as constituted from time to time in accordance with Article 81.2 Directors"
(Composition);
"Board Committee" shall have the meaning ascribed to it under Article "Board Committee"
81.11;
"BSE" means the Bombay Stock Exchange; “BSE"
"Business Day" means a day (other than a Saturday or Sunday) when "Business Day"
commercial banks are open for business in (i) New York, U.S.A, (ii)
Mauritius and (ii) New Delhi, India;
"Business Plan" means the current business plan of the Company, as agreed "Business Plan"
by and among the Company, Promoter and the Investors in writing, and
thereafter, any revised business plan adopted by the Company in accordance
with Article 113.1 (a);
"CCPS" means the compulsorily convertible preference shares of the "CCPS"
Company of INR 300 (Rupees Three Hundred only) each having a par value
of INR 20 (Rupees Twenty only) each and having the rights, preferences and
privileges as agreed in writing between the Parties;
"Chairman" means the chairman of the Board of Directors elected or "Chairman"
appointed from time to time
"Company Business" means the business carried on by the Company from "Company Business"
time to time, presently being the business of managing and operating
healthcare diagnostics facilities, and providing pathology, radiology,
laboratory management and contract research;
"Company" means Agilus Diagnostics Limited "Company"
"Company Operations" means the operations, activities and facilities of the "Company
Company and its Key Subsidiaries (including the design, construction, Operations"
operations, maintenance, management and monitoring thereof as applicable)
in relation to the Company Business from time to time;
"Competing Business" means the business of pathology, radiology, "Competing
laboratory management and managing and operating healthcare diagnostics Business"
(provided that a Person engaged in owning or operating hospitals shall not
be deemed to be engaged in Competing Business merely because such person
is providing such services within its hospital or healthcare premises);
"Competitor" means any Person engaged directly in a Competing Business "Competitor"
and shall also include any Person in control of, controlled by or under
common control with any Person engaged directly in a Competing Business
(where "control" shall include direct holding of a majority ownership interest
and/or the power to control/direct the board of directors in such Competing
Business);
"Control" means the right to appoint majority of the directors and/or the "Control"
direct or indirect ownership of fifty percent (50%) or more of the voting share
capital of a Person; and "Controlling" and "Controlled" have corresponding
meanings;
"Deed of Accession" means a deed of accession in the form agreed by and "Deed of Accession"
among the Company, Promoter and Investors in a separate agreement
relating to governance and shareholder rights and obligations of the
Company;
"Director" means an individual who is a member of the Board of the "Director"
Company nominated and elected from time to time in accordance with

451
Article 81.2 (Composition), and "Director" shall mean any one of them
individually;
"Dividend" includes interim dividend. "Dividend"
"Debenture" includes debenture-stock. "Debenture"
"Depository" means a company formed and registered under the Companies "Depository"
Act, 2013, and which has been granted a certificate of registration to act as
Depository under Securities & Exchange Board of India Act, 1992; and
wherein the securities of the Company are dealt with in accordance with the
provisions of the Depositories Act, 1996
"Depositories Act, 1996" shall include any statutory modification(s) or re- "Depositories Act,”
enactment(s) thereof, for the time being in force.
"EBITDA" for any period in respect of the Company shall mean, Net Income "EBITDA"
for such period (without giving effect to (x) any extraordinary gains and
losses, (y) any non-cash income (for avoidance of doubt, it is hereby clarified
that any income (in the ordinary course of business) which has accrued but
has not been received during a relevant period shall not be considered as non-
cash income), and (z) any gains or losses from sales of assets other than
inventory sold in the ordinary course of business) adjusted by adding thereto
(in each case to the extent deducted in determining Net Income for such
period), without duplication, the amount of (i) total interest expense accrued
(inclusive of banking fees, charges and commissions (e.g., letter of credit
fees and commitment fees)) of the Company for such period, (ii) income tax
expense accrued by the Company for such period, and (iii) all depreciation
and amortization expense of the Company for such period, in each case, on
a consolidated basis;
"Effective Date" means 28th June, 2012 "Effective Date"
"Encumbrance" means any (i) mortgage, charge (whether fixed or floating), "Encumbrance"
pledge, lien, hypothecation, assignment, deed of trust, security interest, title
retention, preferential right, option (including call commitment), trust
arrangement, right of set-off, counterclaim, banker’s lien, any designation of
loss payees or beneficiaries of any similar arrangement under or with respect
to any insurance policy or other encumbrance of any kind securing, or
conferring any priority of payment in respect of, any obligation of any
Person, including without limitation any right granted by a transaction
which, in legal terms, is not the granting of security but which has an
economic or financial effect similar to the granting of security under
Applicable Law; and (ii) any adverse claim as to title, possession or use, and
"Encumber" shall be construed accordingly;
"ESOP Plan" means any employee stock option plan duly adopted by the "ESOP Plan"
Company’s Board from time to time.
"Equity Shares" means the equity shares of the Company currently having “Equity Shares”
a par value of Rs.10/- (Rupees Ten only) per equity share;
"Equity Securities" means Equity Shares and Share Equivalents of the "Equity Securities"
Company;
“Exit Event Default” means, in relation to an Investor, an event where such "Exit Event Default"
Investor has exercised the Put Option right under Article 111.8 and the
Promoter has failed to discharge its obligations pursuant to such exercise for
any reason
“Exiting Investors” shall have the meaning ascribed to it under Article 111.7 “Exiting Investors
"Extraordinary General Meeting" means an extraordinary general meeting "Extraordinary
of the Members duly called and constituted and any adjourned meeting General Meeting"
thereof.

452
“Exercising Investor” shall have the meaning ascribed to it under Article “Exercising Investor”
111.8.5;
“Fair Market Value” shall mean the fair market value of the Put Option “Fair Market Value”
Shares, determined by the Valuer determined in accordance with the
provisions of Article 111.8.4;
"Financial Statements" means the accounting statements prepared by the "Financial
Company and audited by the Auditors (except if otherwise provided under Statements"
these Articles) in accordance with the Accounting Standards, from time to
time and shall include the balance sheet, a statement of profit and loss
account, and statement of cash flows and all related schedules thereto for the
Financial Year then ended;
"Financial Year" or "Fiscal Year" means the accounting year of the "Financial Year" or
Company commencing each year on April 1 and ending on the following "Fiscal Year"
March 31, or such other period as the Company may, in accordance with the
Applicable Law and these Articles, from time to time designate as its
accounting year;
"Fully Diluted Basis" at any given time, in the context of the capital "Fully Diluted Basis
structure of the Company, means the aggregate issued equity share capital of
the Company at such time, assuming the exercise and conversion of all
outstanding options or other rights to convert any Share Equivalents
(including stock options, derivative instruments, convertible equity or debt
instruments), into Equity Shares;
"General Meeting" or "Meeting" means either an Extraordinary General General Meeting" or
Meeting of the Company's shareholders or the annual general meeting of the "Meeting"
Company's shareholders
“Identified Person” shall mean any Person identified by the Promoter to “Identified Person”
purchase the Put Option Shares, who may or may not be an Affiliate of the
Promoter (provided, however, that the obligations of the Promoter under
these Articles shall in no manner be (or deemed to be) extinguished or
waived or affected in any manner in the event that an Identified Person is
designated to purchase the Put Option Shares);
"IFC" means International Finance Corporation, an international "IFC"
organization established by Articles of Agreement among its member
countries including the Republic of India;
"IFC Subscription" means the subscription of certain CCPS of the "IFC Subscription"
Company by IFC
“IFC Shares” shall mean the aggregate of (A) the CCPS to be issued to IFC "IFC Shares"
upon payment of the IFC Subscription Amount, in accordance with the terms
and conditions of the SSA, including any Equity Shares issued to IFC
pursuant to conversion of the CCPS; (B) any Equity Shares or Share
Equivalents acquired by IFC pursuant to a rights issue (in accordance with
the provisions of Act) by the Company but not including the Shares or Share
Equivalents acquired by IFC pursuant to Article 112.1; and (C) any Equity
Shares or Share Equivalents issued to IFC pursuant to Article 112.3 (b), if
applicable (D) any Equity Shares or Share Equivalents issued to IFC
pursuant to any bonus issue, stock split, consolidation, merger, de- merger,
spin-off, amalgamation, or other reorganization in relation to any Equity
Shares falling within the categories mentioned in (A), (B) or (C) above;
“IHH” means IHH Healthcare Berhad Ltd “IHH”
"Independent Director" shall have the meaning ascribed to such term in "Independent
section 2(47) of the Companies Act, 2013 and Regulation 16(1)(b) of Director"
Securities And Exchange Board of India (Listing Obligations And
Disclosure Requirements) Regulations, 2015 in respect of stock exchanges
in India;

453
"Intellectual Property Right" means any patents, trademarks, copyrights, "Intellectual Property
trade designs, trade secrets or other forms of intellectual property used, Right
developed, licensed to or acquired by the Company for its business;
"Intended Purchaser" shall have the meaning ascribed to it under Articles “Intended Purchaser”
110.4 (a);
"Intended Sale Shares" shall have the meaning ascribed to it under Articles "Intended Sale
110.4 (a); Shares"
"Investment Amount" means, "Investment Amount"
(a) in respect of IFC, the aggregate amount paid by IFC in order to
acquire the IFC Shares;
(b) in respect of NJBIF, the aggregate amount paid by NJBIF in order to
acquire the NJBIF Shares;
(c) in respect of Resurgence, the aggregate amount paid by Resurgence in
order to acquire the Resurgence Shares; and

It is hereby clarified that where the Investment Amount is to be

determined in respect of a portion of the Investor Shares, only the
original amount paid in respect of such portion of the Investor Shares
shall be taken into account. Further, for the purpose of determining the
Investment Amount for a Transferee of any Investor Shares, only the
Investment Amount as paid by the relevant original Investor in respect
of such Investor Shares shall be taken into consideration.
Any additional amount/premium paid by such Transferee for acquiring the
Equity Securities from a Transferring Investor shall not be taken into
consideration in order to determine the Investment Amount for such
Transferee. For example, if an Investor has paid INR 1000 (Rupees One
Thousand) as the Investment Amount for subscribing to an Investor Share
and has transferred the same to a Transferee for an amount of INR 1500
(Rupees One Thousand Five Hundred), then the Investment Amount paid by
the relevant Transferee in respect of such Investor Share for the purposes of
these Articles will be deemed to be only the original Investment Amount of
INR 1000 (Rupees One Thousand), irrespective of such Transferee having
paid INR 500 (Rupees Five Hundred) over and above such original
Investment Amount for acquiring the said Investor Share from the relevant
Investor.

Where the Investment Amount is to be determined on a per share basis, such

amount shall be duly adjusted for any subsequent bonus issue, stock split,
consolidation, merger, de-merger, spin-off, amalgamation, or other share re-
organization;
"Investors" mean “IFC, NJBIF and Resurgence shall be individually “Investors”
referred to as the “Investor” and collectively, as the “Investors”.
"Investor Director" shall have the meaning ascribed to it under Article 81.2 "Investor Director"
(a);
"Investor Entry Price Per Share" means in relation to each Investor, the "Investor Entry Price
weighted average price paid by such Investor for each Investor Share Per Share
relevant to such Investor, which price shall be duly adjusted for any bonus
issue, stock split, consolidation, merger, de-merger, spin-off, amalgamation
or other share re-organization after the Effective Date till the date on which
such price per Share is being determined;
"Investor Exit Date" means the date on which each of the Investors has "Investor Exit Date"
Transferred its entire shareholding in the Company and none of the Investors
hold any Equity Securities;
"Investor Shares" means the NJBIF Shares, the IFC Shares and the "Investor Shares”
Resurgence Shares collectively;

454
"INR" or "Rs" or "Rupees" means the lawful currency of the Republic of "INR" or "Rs" or
India; "Rupees"
"IPO" means a public offering of Equity Shares accompanied by the listing "IPO"
of its Equity Shares on the BSE and/or National Stock Exchange or any other
recognised stock exchange acceptable to the Investors;
"Issuance Notice" shall have the meaning ascribed to it under Article 112.1 “Issuance Notice”
(b);
"Issuance Price" shall have the meaning ascribed to it under Article 112.1 “Issuance Price”
(b);
"Issuance Shares" shall have the meaning ascribed to it under Article 112.1 “Issuance Shares”
(b);
"Key Joint Venture" any joint venture (i) in which the Company owns “Key Joint Venture”
economic or equity interest of twenty-six percent (26%) or more AND (ii)
where either (A) the revenues of such joint venture entity is equal to or more
than twenty percent (20%) of the Company’s consolidated revenues, in each
case based on the latest audited Financial Statements; OR (B) the Company
and its Subsidiaries’ aggregate financial commitment (including debt, equity
or in any other manner) to such joint venture entity is more than USD
10,000,000 (Ten million Dollars) or equivalent;
"Key Personnel" means each of the following employees of the Company: “Key Personnel”
(a) Executive Chairman, if any;
(b) Managing Director/Chief Executive Officer (as applicable);
(c) Chief Operating Officer; and
(d) Chief Financial Officer;
"Key Subsidiaries" means SRL Diagnostics Private Limited, DDRC SRL “Key Subsidiaries”
Diagnostic Limited (both by whatever name called) and any other Subsidiary
of the Company where either (A) the revenues of such Subsidiary is equal to
or more than twenty percent (20%) of the Company’s consolidated revenues,
in each case based on the latest audited Financial Statements; OR (B) the
Company and its other Subsidiaries’ aggregate financial commitment
(including debt, equity or in any other manner) to such Subsidiary entity is
more than USD 10,000,000 (Ten Million Dollars) or equivalent;
“Limited Trade Sale” shall have the meaning ascribed to it under Article “Limited Trade Sale”
111.1;
“Limited Trade Sale Period” shall have the meaning ascribed to it under “Limited Trade Sale
Article 111.1; Period
"Managing Director" means the Managing Director(s) for the time being of “Managing Director”
the Company so appointed.
"Members" or "Shareholders" mean duly registered holders, from time to “Members” or
time, of the shares of the Company and whose name is entered in the “Shareholders”
Register.
"Memorandum" or "Memorandum of Association" means the “Memorandum” or
memorandum of association of the Company “Memorandum of
Association”
"Material Acquisition" means any acquisition by the Company where the “Material
enterprise value of the entity proposed to be acquired is greater than five (5) Acquisition”
times the Relevant EBITDA;"Month" means the calendar month.
"Net Income" for any period shall mean the excess (if any) of gross income “Net Income”
from operations over total expenses (provided that income taxes,
depreciation and all provisions shall be treated as part of total expenses)
during such period for the Company on a consolidated basis. It is hereby
clarified that one time, non-recurring and prior period items of income and
expenses will not be considered as a part of Net Income;

455
"New Issuance" shall have the meaning ascribed to it under Article 112.1 “New Issuance”
(a);
"New Issuance Offeree" shall have the meaning ascribed to it under Article “New Issuance
112.1 (a); Offeree”
"New Securities" shall have the meaning ascribed to it in Article 112.1 (a); “New Securities”
"NJBIF" means NYLIM Jacob Ballas India Fund III LLC, a company “NJBIF”
incorporated under the laws of Mauritius and having its registered office at
4th Floor, Ebene Heights, 34, Cybercity, Ebène 72201, Republic of
Mauritius ;
"NJBIF Nominee Director" shall have the meaning ascribed to it under “NJBIF Nominee
Article 81.2 (a) (ii); Director”
"NJBIF Shares" means the aggregate of (A) CCPS to be issued to NJBIF “NJBIF Shares”
upon payment of the NJBIF Subscription Amount (as defined in the SSA),
in accordance with the terms and conditions of the SSA, including any Equity
Shares issued to NJBIF pursuant to conversion of the CCPS; (B) any Equity
Shares or Share Equivalents acquired by NJBIF pursuant to a rights issue (in
accordance with the provisions of Act) by the Company but not including the
Shares or Share Equivalents acquired by NJBIF pursuant to Article 112.1;
and (C) any Equity Shares or Share Equivalents issued to NJBIF pursuant to
Articles 112.3 (b) if applicable (D) any Equity Shares or Share Equivalents
issued to NJBIF pursuant to any bonus issue, stock split, consolidation,
merger, de-merger, spin-off, amalgamation, or other reorganization in
relation to any Equity Shares falling within the categories mentioned in (A),
(B) or (C) above;
"NJBIF Subscription" means the subscription of certain CCPS of the “NJBIF
Company by NJBIF; Subscription”
“Non-Exercise Event” in relation to an Investor means where such Investor “Non Exercise
has not exercised the Put Option prior to the expiry of the Put Option Event”
Exercise Period;
"Notice of Participation" shall have the meaning ascribed to it under Article “Notice of
110.4 (c); Participation”
“Notice Period” shall have the meaning ascribed to it under Article 111.2.I; “Notice Period”
"Offeree" shall have the meaning ascribed to it under Article 111.2 (a); “Offeree”
“Offered Shares” shall have the meaning ascribed to it under Article “Offered Shares”
111.2.I;
"Office" means the Registered Office for the time being of the Company; “Office”
"Ordinary Resolution" shall have the meaning assigned thereto by Section “Ordinary
114 of the Act. Resolution”
"Overriding Articles" means Articles 2, 64, 81.2, 81.9, 81.10, 81.11, 81.12, “Overriding Articles”
81.13, 81.14, 81.15, 83, 84, 92, 110, 111, 112, 113, 114, 115 and 116;
“Partial Transfer” shall have the meaning ascribed to it under Article “Partial Transfer”
111.3.(f);
"Participating Investor" shall have the meaning ascribed to it under Article “Participating
110.4 (c); Investors”
"Participating Tag Along Shares" shall have the meaning ascribed to it “Participating Tag
under Article 110.4 (b); Along Shares”
"Person" means any individual, corporation, company, partnership, firm, “Person”
voluntary association, joint venture, trust, unincorporated organization,
Authority or any other entity whether acting in an individual, fiduciary or
other capacity;

456
"Pre-emptive Right" shall have the meaning ascribed to it under Article “Pre-emptive Right”
112.1 (a);
"Promoter Services" means and includes all transactions relating to the “Promoters Services”
management and operation of laboratories by the Company within the
hospitals and healthcare facilities owned and/or managed by the Promoter
and its subsidiaries, and shall include any transactions arising out of
arrangements where such laboratory services are provided at the Company’s
facilities/laboratories, e.g. arrangements whereby the Company conducts
analyses of samples from the Promoter’s hospitals and healthcare facilities
at the Company’s laboratories not located within the premises of such
hospitals/healthcare facilities of the Promoter;
"Promoter" means Fortis Healthcare Limited, a company incorporated “Promoters”
under the the laws of India, and having its registered office at Fortis Hospital
Sector-62 Phase-VIII, Mohali Mohali PB 160062 India;
"Proxy" includes an Attorney duly constituted under a Power of attorney; “Proxy”
“Purchase Notice” shall have the meaning ascribed to it under Article “Purchase Notice”
111.2.1;
“Purchase Price” shall have the meaning ascribed to it under Article “Purchase Price”
111.2.1;
“Put Option” shall have the meaning ascribed to it under Article 111.8.1.(a); “Put Option”
“Put Option Exercise Period” shall mean a period of six (6) months from “Put Option Exercise
the date of the occurrence of a Put Option Trigger Event; Period”
“Put Option Notice” shall have the meaning ascribed to it under Article “Put Option Notice”
111.8.1(a);
“Put Option Price” shall have the meaning ascribed to it under Article “Put Option Price”
111.8.3;
“Put Option Shares” shall have the meaning ascribed to it under Article “Put Option Shares”
111.8.1(a);
“Put Option Trigger Events” shall mean the occurrence of any of the “Put Option Trigger
following at any time prior to the due consummation of an IPO: Events”
(a) IHH and/or its Affiliates (i) ceasing to collectively hold at least 26%
(twenty-six percent), directly or indirectly, of the voting share capital
of the Promoter; or (ii) neither having nominated majority of directors
appointed on the board of the Promoter nor having the ability to appoint
the majority of directors on the board of the Promoter;
(b) The Investors have not been provided an exit, under Article 111 on or
before the IPO Deadline Date in accordance with these Articles;
(c) A Third Party (including any Strategic Investor) becomes the largest
shareholder in the Company (by virtue of a primary subscription to
Equity Securities) or acquires the right to appoint majority of the
directors, where for purposes of this Article, the shareholding of any
other Shareholder of the Company shall be aggregated with the
shareholding of its Affiliates;
(d) Any lender of the Company, of the Promoter or of any of their
respective Affiliates invokes the security created in its favour on the
Equity Securities of the Company and provided that the Company
and/or the Promoter (as the case may be) has not obtained: (i) an
injunction against such lender invoking the security; or (ii) a release of
such invocation of the security by the lender, in each case within 45
(forty-five) days from the invocation of the security or notice of
invocation (as the case may be);

457
(e) Any lender of the Company, of the Promoter or of any of their
respective Affiliates invokes the security created in its favour on the
Equity Securities of the Company, and the Equity Securities have been
Transferred pursuant to such invocation; or
(f) Any breach or default in respect of the obligations contained in Article
114.2 (Non-Compete) of these Articles by the Promoter, or any of its
Affiliates. It is clarified that Affiliates of the Promoter, for the purpose
of this Article, shall not include IHH or any of its Affiliates (other than
the Promoter or Affiliates Controlled by the Promoter);
"Register" means the Register of Members and Debenture holders kept “Register”
pursuant to Section 88 of the Act.
"Registrar of Companies" or "The Registrar" means the Registrar of “Registrar of
Companies of the State in whose jurisdiction the Office of the Company is Companies” or “The
for the time being situate Registrar”
"Reference Price" shall have the meaning as agreed by and among the “Reference Price”
Company, Investors and the Promoter in a separate agreement in writing
relating to governance, shareholder rights and obligations of the Company;
"Related Party" shall have the meaning ascribed to it in Accounting “Related Party”
Standard 24 of the Indian Accounting Standards;
"Relative" shall have the meaning ascribed to it in the Act; Relative
“Relevant Date” means February 5, 2021; “Relevant Date”
"Relevant EBITDA", means the consolidated EBITDA of the Company as “Relevant EBITDA”
per its then most recent audited Financial Statement or as per the audited
financial statements for the then most recently ended four (4) quarterly
period in accordance with the Accounting Standards;
"Reserved Matters" shall mean the matters listed in Article 92.5; “Reserved Matters”
"Resurgence" means Resurgence PE Investments Limited (formerly known “Resurgence"
as Avigo Pe Investments Ltd.), a company incorporated under the laws of
Mauritius and having its registered office at 355 NeXTeracom Tower 1, 3rd
Floor, Cybercity, Ebene, Mauritius;
"Resurgence Nominee Director" shall have the meaning ascribed to it under "Resurgence
Article 81.2 (a) (i); Nominee Director"
"Resurgence Shares" means the aggregate of (A) Equity Shares issued to or "Resurgence Shares"
purchased by Resurgence (as applicable) pursuant to the Resurgence SSA
and the Resurgence SPA; (B) any Equity Shares or Share Equivalents
acquired by Resurgence pursuant to a rights issue (in accordance with the
provisions of Act) by the Company but not including the Shares or Share
Equivalents acquired by Resurgence pursuant to Article 112.1; (C) any
Equity Shares or Share Equivalents issued to Resurgence pursuant to 112.3
(b) or 111.5 (a) (ii) or; if applicable (D) any Equity Shares or Share
Equivalents issued to Resurgence pursuant to any bonus issue, stock split,
consolidation, merger, de-merger, spin-off, amalgamation, or other
reorganization in relation to any Equity Shares falling within the categories
mentioned in (A), (B) or (C).
"Resurgence SPA" means the share purchase agreement dated June 12, 2012 "Resurgence SPA"
pursuant to which Resurgence has agreed to purchase certain Equity Shares
of the Company;
"Resurgence SPA Shares" means 1,000,000 (One million) Equity Shares "Resurgence SPA
agreed to be purchased by Resurgence from the EBT pursuant to the Shares"
Resurgence SPA;

458
"Resurgence SSA" means the subscription agreement dated April 11, 2011 "Resurgence SSA"
entered between Resurgence and the Company pursuant to which
Resurgence had subscribed to certain Equity Shares of the Company;
“Rules” means the applicable rules for the time being in force as prescribed “Rules”
under relevant sections of the Act
“Seal” means the common seal of the Company; “Seal”
"SEBI" shall mean the Securities and Exchange Board of India; “SEBI”
"Secondary Shares" shall have the meaning ascribed to it under Article “Secondary Shares”
111.5 (b) (i);
"Secretary" or "Company Secretary" means a company secretary as “Secretary” or
defined in clause (c) of sub-section (1) of section 2 of the Company “Company Secretary”
Secretaries Act, 1980 (56 of 1980) who is appointed by a company to
perform the functions of a company secretary under this Act;
"Selling Investor" shall have the meaning ascribed to it under Article 111.2; “Selling Investor”
"Selling Shareholder" shall have the meaning ascribed to it under Article “Selling Shareholder”
110.4 (a);
“Settlement Date” shall have the meaning ascribed to it under Article “Settlement Date”
111.8.6.
“Share” means shares in the capital of the Company, with voting rights or “Share”
with differential rights as to dividend, voting or otherwise;
"Share Capital" means the issued, subscribed and the paid-up Equity Share “Share Capital”
capital of the Company on a Fully Diluted Basis;
"Share Equivalents" means securities that are convertible into or “Share Equivalents”
exercisable or exchangeable for, or which carry a right to subscribe for or
purchase, Equity Shares or any instrument or certificate representing a
beneficial ownership interest in the common shares of the Company,
including global depositary receipts or American depositary receipts,
convertible preference shares, options to purchase Equity Shares pursuant to
any stock option scheme and other similar instruments;
"Shareholder" means any Person that holds Equity Securities; “Shareholder”
"Special Resolution" shall have the meaning assigned thereto by Section “Special Resolution”
114 of the Act.
“SSA” means the share subscription agreement entered into by the Company “SSA”
and the Promoter on June 12, 2012, pursuant to which IFC and NJBIF had
agreed to subscribe to the shares of the Company;
"Strategic Investor" means any Person proposing to make (or approached “Strategic Investor”
by the Company for purposes of) an equity investment in the Company or
any Person to whom the Promoter proposes to Transfer its Equity Securities
(or approached by the Promoter for purposes of Transfer of its Equity
Securities) and provided that such Person along with its Affiliates earns
revenues of at least USD 100,000,000 (One Hundred Million Dollars) from
the business of providing laboratory management services, pathology and
radiology, contract research (as carried on by the Company from time to
time) and/or the business of owning and/or operating hospitals and/or the
business of managing and operating healthcare diagnostic facilities. Further,
any other Person reasonably proposed by the Company or the Promoter for
such purpose shall also be deemed to be a Strategic Investor, subject to the
consent of the Investors (in the same manner as if such matter was a Reserved
Matter) for such Person being deemed as a Strategic Investor, which consent
shall not be unreasonably withheld;
"Subscription Period" shall have the meaning ascribed to it under Article “Subscription Period”
112.1 (c);

459
 "Subsidiary" in relation to the Company means, any Person that shall be “Subsidiary”
regarded as a ‘subsidiary’ within the meaning of the Act
"Tag Along Offer" shall have the meaning ascribed to it under Article 110.4 “Tag Along Offer”
(a);
"Tag Along Period" shall have the meaning ascribed to it under Article “Tag Along Period”
110.4 (b);
"Tag Along Right" shall have the meaning ascribed to it under Article 110.4 “Tag Along Rights”
(b);
"Tag Along Shares" shall have the meaning ascribed to it under Article “Tag Along Shares”
110.4 (a);
"Tax" or "Taxes" shall mean any present or future taxes (including stamp “Tax” or “Taxes”
taxes), withholding obligations, duties and other charges of whatever nature
levied by any Authority
"Third Party" means any Person who is not the Company, the Promoter and “Third Party”
the Investors;
"These Presents" or “Charter Documents” mean the Memorandum of “These Presents” or
Association and these Articles of Association of the Company for the time “Charter Documents”
being in force.
“Third Party Sale” shall have the meaning ascribed to it under Article “Third Party Sale”
111.7; and
"Transfer" shall mean to transfer, sell, convey, assign, transfer by operation
of law or otherwise, whether or not voluntarily, and
"Transferring" and "Transferred" shall have corresponding meanings; “Transferring” and
“Transferred”
"Transferee" shall mean any Person to whom Equity Securities are “Transferee”
transferred or proposed to be transferred;
"Transferor" shall mean any Person who Transfers or proposes to Transfer “Transferor”
the Equity Securities;
"Unsubscribed Portion" shall have the meaning ascribed to it under Article “Unsubscribed
112.1 (c); Portion”
“Valuer” means an independent firm mutually identified by the Promoter Valuer”
and all the Investors exercising the relevant exit option, and failing such
agreement within 5 (five) days of the date of exercise of the relevant exit
option, a firm from among the Agreed Valuers identified by a draw of lots
conducted by the Company (in the presence of each Investor that has
exercised the relevant exit option) on the sixth day after the date of exercise
for the relevant exit option;
"Whole Time Director" means the Whole Time Director for the time being “Wholetime
of the Company and includes a director in whole time employment of the Director”
Company.
2. Words importing the singular number shall include the plural number Expressions in the
and words importing the masculine gender shall, where the context Articles to bear the
admits, include the feminine and neuter gender. same meaning as in
the Act
3. Unless the context otherwise requires, words or expressions contained
in these Articles shall bear the same meaning as in the Act or the Rules,
as the case may be.

Share capital and variation of rights

3. Subject to the provisions of the Act and these Articles, the shares in the Shares under control
capital of the Company shall be under the control of the Board who may of Board

460
 issue, allot or otherwise dispose of the same or any of them to such persons,
in such proportion and on such terms and conditions and either at a premium
or at par and at such time as they may from time to time think fit.

4. Subject to the provisions of the Act and these Articles, the Board may issue Directors may allot
and allot shares in the capital of the Company on payment or part payment shares otherwise than
for any property or assets of any kind whatsoever sold or transferred, goods for cash
or machinery supplied or for services rendered to the Company in the
conduct of its business and any shares which may be so allotted may be
issued as fully paid-up or partly paid-up otherwise than for cash, and if so
issued, shall be deemed to be fully paid-up or partly paid-up shares, as the
case may be.

5. The Company may issue the following kinds of shares in accordance with Kinds of Share
these Articles, the Act, the Rules and other applicable laws: Capital

(a) Equity share capital:

(i) with voting rights; and / or

(ii) with differential rights as to dividend, voting or otherwise in
accordance with the Rules; and

(b) Preference share capital

6. 1. Every person whose name is entered as a member in the register of Issue of certificate
members shall be entitled to receive within two months after allotment
or within one month from the date of receipt by the Company of the
application for the registration of transfer or transmission or within such
other period as the conditions of issue shall provide –

(a) one certificate for all his shares without payment of any charges; or

(b) several certificates, each for one or more of his shares, upon payment of
such charges as may be fixed by the Board for each certificate after the
first.

2. Every certificate shall be under the Seal and shall specify the shares to Certificate to bear
which it relates and the amount paid-up thereon. Seal

3. In respect of any share or shares held jointly by several persons, the One certificate for
Company shall not be bound to issue more than one certificate and shares held jointly
delivery of a certificate for a share to one of several joint holders shall
be sufficient delivery to all such holders.
7. In terms of provision of Companies Act and in accordance with Depositories Issuance of new
Act, the new shares shall be issued to subscriber in dematerialized mode only shares
and the Company shall intimate designated depository, the details of
allotment of the share to enable the depository to enter in its records the name
of such person as the beneficial owner of that share.

8. If any share certificate be worn out, defaced, mutilated or torn or if there be Issue of new
no further space on the back for endorsement of transfer, then upon certificate in place of
production and surrender thereof to the Company, a new certificate may be one defaced, lost or
issued in lieu thereof, and if any certificate is lost or destroyed then upon destroyed
proof thereof to the satisfaction of the Company and on execution of such
indemnity as the Board deems adequate, a new certificate in lieu thereof shall
be given. Every certificate under this Article shall be issued on payment of
fees for each certificate as may be fixed by the Board.

461
9. The provisions of the foregoing Articles relating to issue of certificates shall Provisions as to issue
mutatis mutandis apply to issue of certificates for any other securities of certificates to apply
including debentures (except where the Act otherwise requires) of the mutatis mutandis to
Company. debentures, etc.

10. 1. The Company may exercise the powers of paying commissions Power to pay
conferred by the Act, to any person in connection with the subscription commission in
to its securities, provided that the rate per cent or the amount of the connection with
commission paid or agreed to be paid shall be disclosed in the manner Securities issued
required by the Act and the Rules.
2. The rate or amount of the commission shall not exceed the rate or amount Rate of commission
prescribed in the Rules. in accordance with
Rules
3. The commission may be satisfied by the payment of cash or the Mode of payment of
allotment of fully or partly paid shares or partly in the one way and partly commission
in the other.
11. 1. If at any time the share capital is divided into different classes of shares, Variation of
the rights attached to any class (unless otherwise provided by the terms members’ rights
of issue of the shares of that class) may, subject to the provisions of the
Act, and whether or not the Company is being wound up, be varied with
the consent in writing, of such number of the holders of the issued shares
of that class, or with the sanction of a resolution passed at a separate
meeting of the holders of the shares of that class, as prescribed by the
Act.
2. To every such separate meeting, the provisions of these Articles relating Provisions as to
to general meetings shall mutatis mutandis apply. general meetings to
apply mutatis
mutandis to each
meeting

12. The rights conferred upon the holders of the shares of any class issued with Issue of further
preferred or other rights shall not, unless otherwise expressly provided by the shares not to affect
terms of issue of the shares of that class, be deemed to be varied by the rights of existing
creation or issue of further shares ranking pari passu therewith. Members

13. Subject to the provisions of the Act, the Board shall have the power to issue Power to issue
or re-issue preference shares of one or more classes which are liable to be redeemable
redeemed, or converted to equity shares, on such terms and conditions and preference shares
in such manner as determined by the Board in accordance with the Act.

14. 1. The Board or the Company, as the case may be, may, in accordance with Further issue of share
the Act and the Rules, issue further shares to – capital

(a) persons who, at the date of offer, are holders of equity shares of the
Company; such offer 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; or

(b) employees under any scheme of employees’ stock option; or

(c) any persons, whether or not those persons include the persons
referred to in Article (a) or Article (b) above.

2. A further issue of shares may be made in any manner whatsoever as the Mode of further issue
Board may determine including by way of preferential offer or private of shares
placement, subject to and in accordance with the Act and the Rules.

462
15. Lien Company’s lien on
shares
1. The Company shall have a first and paramount lien –

(a) on every share (not being a fully paid share), for all monies (whether
presently payable or not) called, or payable at a fixed time, in
respect of that share; and

(b) on all shares (not being fully paid shares) standing registered in the
name of a member, for all monies presently payable by him or his
estate to the Company:

Provided that the Board may at any time declare any share to be wholly
or in part exempt from the provisions of this Article.
The Company’s lien, if any, on a share shall extend to all dividends or Lien to extend to
interest, as the case may be, payable and bonuses declared from time to dividends, etc.
time in respect of such shares for any money owing to the Company.

Unless otherwise agreed by the Board, the registration of a transfer of shares Waiver of lien in case
shall operate as a waiver of the Company’s lien. of registration

16. The Company may sell, in such manner as the Board thinks fit, any shares As to enforcing lien
on which the Company has a lien: by sale

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 to the person entitled thereto by reason
of his death or insolvency or otherwise.

17. 1. To give effect to any such sale, the Board may authorise some person to Validity of sale
transfer the shares sold to the purchaser thereof.
2. The purchaser shall be registered as the holder of the shares comprised Purchaser to be
in any such transfer. registered holder

3. The receipt of the Company for the consideration (if any) given for the Validity of
share on the sale thereof shall (subject, if necessary, to execution of an Company’s receipt
instrument of transfer or a transfer by relevant system, as the case may
be) constitute a good title to the share and the purchaser shall be
registered as the holder of the share.
4. The purchaser shall not be bound to see to the application of the purchase Purchaser not
money, nor shall his title to the shares be affected by any irregularity or affected
invalidity in the proceedings with reference to the sale.
18. 1. The proceeds of the sale shall be received by the Company and applied Application of
in payment of such part of the amount in respect of which the lien exists proceeds of sale
as is presently payable.
2. The residue, if any, shall, subject to a like lien for sums not presently Payment of residual
payable as existed upon the shares before the sale, be paid to the person money
entitled to the shares at the date of the sale.
19. In exercising its lien, the Company shall be entitled to treat the registered Outsider’s lien not to
holder of any share as the absolute owner thereof and accordingly shall not affect Company’s
(except as ordered by a court of competent jurisdiction or unless required by lien

463
 any statute) be bound to recognise any equitable or other claim to, or interest
in, such share on the part of any other person, whether a creditor of the
registered holder or otherwise. The Company’s lien shall prevail
notwithstanding that it has received notice of any such claim.

20. The provisions of these Articles relating to lien shall mutatis mutandis apply Provisions as to lien
to any other securities including debentures of the Company. to apply mutatis
mutandis to
debentures, etc.
Calls on shares
21. 1. The Board may, from time to time, make calls upon the members in Board may make
respect of any monies unpaid on their shares (whether on account of the Calls
nominal value of the shares or by way of premium) and not by the
conditions of allotment thereof made payable at fixed times.
2. Each member shall, subject to receiving at least fourteen days’ notice Notice of call
specifying the time or times and place of payment, pay to the Company,
at the time or times and place so specified, the amount called on his
shares.
3. The Board may, from time to time, at its discretion, extend the time fixed Board may extend
for the payment of any call in respect of one or more members as the time for payment.
Board may deem appropriate in any circumstances.

4. A call may be revoked or postponed at the discretion of the Board Revocation or

postponement of call

22. A call shall be deemed to have been made at the time when the resolution of Call to take effect
the Board authorising the call was passed and may be required to be paid by from date of
instalments. resolution

23. The joint holders of a share shall be jointly and severally liable to pay all Liability of joint
calls in respect thereof. holders of shares
24. 1. If a sum called in respect of a share is not paid before or on the day When interest on call
appointed for payment thereof (the “due date”), the person from whom or instalment payable
the sum is due shall pay interest thereon from the due date to the time of
actual payment at such rate as may be fixed by the Board.
2. The Board shall be at liberty to waive payment of any such interest Board may waive
wholly or in part. Interest

25. 1. Any sum which by the terms of issue of a share becomes payable on Sums deemed to be
allotment or at any fixed date, whether on account of the nominal value calls
of the share or by way of premium, shall, for the purposes of these
Articles, be deemed to be a call duly made and payable on the date on
which by the terms of issue such sum becomes payable.
2. In case of non-payment of such sum, all the relevant provisions of these Effect of nonpayment
Articles as to payment of interest and expenses, forfeiture or otherwise of sums
shall apply as if such sum had become payable by virtue of a call duly
made and notified.
26. The Board –
Payment in
(a) may, if it thinks fit, receive from any member willing to advance the anticipation of calls
same, all or any part of the monies uncalled and unpaid upon any shares may carry interest
held by him; and

(b) upon all or any of the monies so advanced, may (until the same would,
but for such advance, become presently payable) pay interest at such

464
 rate as may be fixed by the Board. Nothing contained in this Article
shall confer on the member (a) any right to participate in profits or
dividends or (b) any voting rights in respect of the moneys so paid by
him until the same would, but for such payment, become presently
payable by him.

27. If by the conditions of allotment of any shares, the whole or part of the Instalments on shares
amount of issue price thereof shall be payable by instalments, then every to be duly paid
such instalment shall, when due, be paid to the Company by the person who,
for the time being and from time to time, is or shall be the registered holder
of the share or the legal representative of a deceased registered holder.

28. All calls shall be made on a uniform basis on all shares falling under the same Calls on shares of
class. same class to be on
uniform basis
Explanation: Shares of the same nominal value on which different amounts
have been paid-up shall not be deemed to fall under the same class.

29. Neither a judgment nor a decree in favour of the Company for calls or other Partial payment not to
moneys due in respect of any shares nor any part payment or satisfaction preclude forfeiture
thereof nor the receipt by the Company of a portion of any money which
shall from time to time be due from any member in respect of any shares
either by way of principal or interest nor any indulgence granted by the
Company in respect of payment of any such money shall preclude the
forfeiture of such shares as herein provided.

30. The provisions of these Articles relating to calls shall mutatis mutandis apply Provisions as to calls
to any other securities including debentures of the Company. to apply mutatis
mutandis
to debentures, etc.
Transfer of Shares

31 1. The instrument of transfer of any share in the Company shall be duly Instrument of transfer
executed by or on behalf of both the transferor and transferee. to be executed by
transferor and
transferee
2. The transferor shall be deemed to remain a holder of the share until the Transferor to remain
name of the transferee is entered in the register of members in respect the holder till register
thereof. of members is
updated
32 The Board may, subject to the right of appeal conferred by the Act decline Board may refuse to
to register – register transfer

(a) the transfer of a share, not being a fully paid share, to a person of
whom they do not approve; or

(b) any transfer of shares on which the Company has a lien.

33 In case of shares held in physical form, the Board may decline to recognise Board may decline to
any instrument of transfer unless – recognise instrument
of transfer
(a) the instrument of transfer is duly executed and is in the form as
prescribed in the Rules made under the Act;

465
 (b) the instrument of transfer is accompanied by the certificate of the shares
to which it relates, and such other evidence as the Board may reasonably
require to show the right of the transferor to make the transfer; and

(c) the instrument of transfer is in respect of only one class of shares.

34 On giving of previous notice of at least seven days or such lesser period in Transfer of shares
accordance with the Act and Rules made thereunder, the registration of when suspended
transfers may be suspended at such times and for such periods as the Board
may from time to time determine.

Provided that such registration shall not be suspended for more than thirty
days at any one time or for more than forty five days in the aggregate in any
year.

35 The provisions of these Articles relating to transfer of shares shall mutatis Provisions as to
mutandis apply to any other securities including debentures of the Company transfer of shares to
apply mutatis
mutandis to
debentures, etc.

Transmission of shares

36 1. On the death of a member, the survivor or survivors where the member Title to shares on
was a joint holder, and his nominee or nominees or legal representatives Death of a member
where he was a sole holder, shall be the only persons recognised by the
Company as having any title to his interest in the shares.
2. Nothing in Article (1) shall release the estate of a deceased joint holder Estate of deceased
from any liability in respect of any share which had been jointly held by member liable
him with other persons.
37 1. Any person becoming entitled to a share in consequence of the death or Transmission Article
insolvency of a member may, upon such evidence being produced as
may from time to time properly be required by the Board and subject as
hereinafter provided, elect, either –

(a) to be registered himself as holder of the share; or

(b) to make such transfer of the share as the deceased or Insolvent

member could have made.

2. The Board shall, in either case, have the same right to decline or suspend Board’s right
registration as it would have had, if the deceased or insolvent member Unaffected
had transferred the share before his death or insolvency.

3. The Company shall be fully indemnified by such person from all Indemnity to the
liability, if any, by actions taken by the Board to give effect to such Company
registration or transfer.

38 1. If the person so becoming entitled shall elect to be registered as holder Right to election of
of the share himself, he shall deliver or send to the Company a notice in holder of share
writing signed by him stating that he so elects.

2. If the person aforesaid shall elect to transfer the share, he shall testify his Manner of testifying
election by executing a transfer of the share. election

466
 3. All the limitations, restrictions and provisions of these regulations Limitations
relating to the right to transfer and the registration of transfers of shares applicable to notice
shall be applicable to any such notice or transfer as aforesaid as if the
death or insolvency of the member had not occurred and the notice or
transfer were a transfer signed by that member.

39 A person becoming entitled to a share by reason of the death or insolvency Claimant to be

of the holder shall be entitled to the same dividends and other advantages to entitled to same
which he would be entitled if he were the registered holder of the share, advantage
except that he shall not, before being registered as a member in respect of the
share, be entitled in respect of it to exercise any right conferred by
membership in relation to meetings of the Company:

Provided that the Board may, at any time, give notice requiring any such
person to elect either to be registered himself or to transfer the share, and if
the notice is not complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in
respect of the share, until the requirements of the notice have been complied
with.

40 The provisions of these Articles relating to transmission by operation of law Provisions as to

shall mutatis mutandis apply to any other securities including debentures of transmission to apply
the Company mutatis mutandis to
debentures, etc
Forfeiture of Shares

41 If a member fails to pay any call, or instalment of a call or any money due in If call or instalment
respect of any share, on the day appointed for payment thereof, the Board not paid notice must
may, at any time thereafter during such time as any part of the call or be given
instalment remains unpaid or a judgement or decree in respect thereof
remains unsatisfied in whole or in part, serve a notice on him requiring
payment of so much of the call or instalment or other money as is unpaid,
together with any interest which may have accrued and all expenses that may
have been incurred by the Company by reason of non-payment.

42 The notice aforesaid shall: Form of notice

(a) name a further day (not being earlier than the expiry of fourteen days
from the date of service of the notice) on or before which the payment
required by the notice is to be made; and

(b) state that, in the event of non-payment on or before the day so named,
the shares in respect of which the call was made shall be liable to be
forfeited

43 If the requirements of any such notice as aforesaid are not complied with, In default of payment
any share in respect of which the notice has been given may, at any time of shares to be
thereafter, before the payment required by the notice has been made, be forfeited
forfeited by a resolution of the Board to that effect.

44 Neither the receipt by the Company for a portion of any money which may Receipt of part
from time to time be due from any member in respect of his shares, nor any amount or grant of
indulgence that may be granted by the Company in respect of payment of indulgence not to
any such money, shall preclude the Company from thereafter proceeding to affect forfeiture
enforce a forfeiture in respect of such shares as herein provided. 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.

467
45 When any share shall have been so forfeited, notice of the forfeiture shall be Entry of forfeiture in
given to the defaulting member and an entry of the forfeiture with the date register of members
thereof, shall forthwith be made in the register of members but no forfeiture
shall be invalidated by any omission or neglect or any failure to give such
notice or make such entry as aforesaid.

46 The forfeiture of a share shall involve extinction at the time of forfeiture, of Effect of forfeiture
all interest in and all claims and demands against the Company, in respect of
the share and all other rights incidental to the share.

47 1. A forfeited share shall be deemed to be the property of the Company and Forfeited shares may
may be sold or re-allotted or otherwise disposed of either to the person be sold, etc.
who was before such forfeiture the holder thereof or entitled thereto or
to any other person on such terms and in such manner as the Board thinks
fit.

2. At any time before a sale, re-allotment or disposal as aforesaid, the Board Cancellation of
may cancel the forfeiture on such terms as it thinks fit. forfeiture

48 1. A person whose shares have been forfeited shall cease to be a member Members still liable
in respect of the forfeited shares, but shall, notwithstanding the to pay money owing
forfeiture, remain liable to pay, and shall pay, to the Company all monies at the time of
which, at the date of forfeiture, were presently payable by him to the forfeiture
Company in respect of the shares.

2. All such monies payable shall be paid together with interest thereon at Member still liable to
such rate as the Board may determine, from the time of forfeiture until pay money owing at
payment or realisation. The Board may, if it thinks fit, but without being time of forfeiture and
under any obligation to do so, enforce the payment of the whole or any interest
portion of the monies due, without any allowance for the value of the
shares at the time of forfeiture or waive payment in whole or in part.

3. The liability of such person shall cease if and when the Company shall Cesser of liability
have received payment in full of all such monies in respect of the shares.

49 1. A duly verified declaration in writing that the declarant is a director, the Certificate of
manager or the secretary of the Company, and that a share in the Company forfeiture
has been duly forfeited 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.

2. The Company may receive the consideration, if any, given for the share Title of purchaser and
on any sale, re-allotment or disposal thereof and may execute a transfer transferee of forfeited
of the share in favour of the person to whom the share is sold or disposed shares
of.

3. The transferee shall thereupon be registered as the holder of the share; Transferee to be
and registered as holder

4. The transferee shall not be bound to see to the application of the purchase Transferee not
money, if any, nor shall his title to the share be affected by any irregularity Affected
or invalidity in the proceedings in reference to the forfeiture, sale, re-
allotment or disposal of the share.

50 Upon any sale after forfeiture or for enforcing a lien in exercise of the powers Validity of sales
hereinabove given, the Board may, if necessary, appoint some person to

468
 execute an instrument for 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 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.

51 Upon any sale, re-allotment or other disposal under the provisions of the Cancellation of share
preceding Articles, the certificate(s), if any, originally issued in respect of certificate in respect
the relative shares shall (unless the same shall on demand by the Company of forfeited shares
has been previously surrendered to it by the defaulting member) stand
cancelled and become null and void and be of no effect, and the Board shall
be entitled to issue a duplicate certificate(s) in respect of the said shares to
the person(s) entitled thereto.

52 The Board may, subject to the provisions of the Act, accept a surrender of Surrender of share
any share from or by any member desirous of surrendering them on such certificates
terms as they think fit.

53 The provisions of these Articles as to forfeiture shall apply in the case of Sums deemed to be
non-payment of any sum which, by the terms of issue of a share, becomes calls
payable at a fixed time, whether on account of the nominal value of the share
or by way of premium, as if the same had been payable by virtue of a call
duly made and notified.

54 The provisions of these Articles relating to forfeiture of shares shall mutatis Provisions as to
mutandis apply to any other securities including debentures of the Company. forfeiture of shares to
apply mutatis
mutandis to
debentures, etc.

Alteration of capital

55 Subject to the provisions of the Act, the Company may, by ordinary Power to alter share
resolution: capital

(a) increase the share capital by such sum, to be divided into shares of such
amount as it thinks expedient;

(b) consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares:

Provided that any consolidation and division which results in changes in

the voting percentage of members shall require applicable approvals
under the Act;

(c) convert all or any of its fully paid-up shares into stock, and reconvert
that stock into fully paid-up shares of any denomination;

(d) sub-divide its existing shares or any of them into shares of smaller
amount than is fixed by the memorandum;

(e) cancel any shares which, at the date of the passing of the resolution, have
not been taken or agreed to be taken by any person.

56 Where shares are converted into stock: Shares may be

converted into stock

469
 (a) the holders of stock may transfer the same or any part thereof in the
same manner as, and subject to the same Articles under which, the
shares from 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 the stock arose;

(b) the holders of stock shall, according to the amount of stock held by Right of Stockholders
them, have the same rights, privileges and advantages as regards
dividends, voting at meetings of the Company, and other matters, as if
they held the 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
that privilege or advantage;

(c) such of these Articles of the Company as are applicable to paid-up Applicability on
shares shall apply to stock and the words “share” and Stock
“shareholder”/“member” shall include “stock” and “stock-holder”
respectively.

57 The Company may, by resolution as prescribed by the Act, reduce in any Reduction of Capital
manner and in accordance with the provisions of the Act and the Rules, —

(a) its share capital; and/or

(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital.

Joint Holders

58 Where two or more persons are registered as joint holders (not more than Joint-holders
three) of any share, they shall be deemed (so far as the Company is
concerned) to hold the same as joint tenants with benefits of survivorship,
subject to the following and other provisions contained in these Articles:

(a) The joint-holders of any share shall be liable severally as well as jointly Liability of Joint
for and in respect of all calls or instalments and other payments which holders
ought to be made in respect of such share.

(b) On the death of any one or more of such joint-holders, the survivor or Death of one or more
survivors shall be the only person or persons recognized by the Company joint-holders
as having any title to the share but the Directors may require such
evidence of death as they may deem fit, and nothing herein contained
shall be taken to release the estate of a deceased joint-holder from any
liability on shares held by him jointly with any other person.

(c) Any one of such joint holders may give effectual receipts of any Receipt of one
dividends, interests or other moneys payable in respect of such share. sufficient

(d) Only the person whose name stands first in the register of members as Delivery of certificate
one of the joint-holders of any share shall be entitled to the delivery of and giving of notice to
certificate, if any, relating to such share or to receive notice (which term first named holder

470
 shall be deemed to include all relevant documents) and any notice served
on or sent to such person shall be deemed service on all the joint-holders.

(e) (i) Any one of two or more joint-holders may vote at any meeting either Vote of joint holders
personally or by attorney or by proxy in respect of such shares as if he
were solely entitled thereto and if more than one of such joint holders be
present at any meeting personally or by proxy or by attorney then that
one of such persons so present whose name stands first or higher (as the
case may be) on the register in respect of such shares shall alone be
entitled to vote in respect thereof.

(ii) Several executors or administrators of a deceased member in whose Executors or

(deceased member) sole name any share stands, shall for the administrators as joint
purpose of this Article be deemed joint-holders. holders

(f) The provisions of these Articles relating to joint holders of shares shall Provisions as to joint
mutatis mutandis apply to any other securities including debentures of holders as to shares to
the Company registered in joint names. apply mutatis
mutandis to
debentures, etc

Capitalisation of profits

59 1. The Company by ordinary resolution in general meeting may, upon the Capitalisation
recommendation of the Board, resolve —

(a) that it is desirable to capitalise any part of the amount for the time
being standing to the credit of any 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 Article (2) below amongst the members who would
have been entitled thereto, if distributed by way of dividend and in
the same proportions.

2. The sum aforesaid shall not be paid in cash but shall be applied, subject Sum how applied
to the provision contained in Article (3) below, either in or towards :

(a) paying up any amounts for the time being unpaid on any shares held
by such members respectively;

(b) paying up in full, unissued shares or other securities of the Company

to be allotted and distributed, credited as fully paid-up, to and
amongst such members in the proportions aforesaid;

c) partly in the way specified in sub-Article (a) and partly in that

specified in sub-Article (b).

3. A securities premium account and a capital redemption reserve account

or any other permissible reserve account including profits, for the
purposes of this Article, may be applied in the paying up of unissued
shares to be issued to members of the Company as fully paid bonus
shares;

4. The Board shall give effect to the resolution passed by the Company in
pursuance of this Article.

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60 1. Whenever such a resolution as aforesaid shall have been passed, the Powers of the Board
Board shall – for capitalisation

(a) make all appropriations and applications of the amounts resolved to

be capitalised thereby, and all allotments and issues of fully paid
shares or other securities, if any; and

(b) generally do all acts and things required to give effect thereto.

2. The Board shall have power— Board’s power to

issue fractional
(a) to make such provisions, by the issue of fractional certificate/ coupon
certificates/coupons or by payment in cash or otherwise as it thinks etc.
fit, for the case of shares or other securities becoming distributable
in fractions; and

(b) to authorise 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 or other securities to which they may be entitled upon
such capitalisation, or as the case may require, for the payment by
the Company on their behalf, by the application thereto of their
respective proportions of profits resolved to be capitalised, of the
amount or any part of the amounts remaining unpaid on their
existing shares.

3. Any agreement made under such authority shall be effective and binding Agreement binding
on such members. on members

Buy Back of Shares

61 Notwithstanding anything contained in these Articles but subject to all Buy-back of shares
applicable provisions of the Act or any other law for the time being in force,
the Company may purchase its own shares or other specified securities.

General Meetings
62 All general meetings other than annual general meeting shall be called Extraordinary general
extraordinary general meeting. meeting

63 The Board may, whenever it thinks fit, call an extraordinary general meeting. Powers of Board to
call extraordinary
general meeting
64 Proceeding of the General Meeting

64.1 An annual general meeting of the shareholders of the Company shall be held Convening of annual
within six (6) months of the end of each Financial Year. Subject to the general meeting or
foregoing, the Board or the Shareholders (entitled under Applicable Law) extra extraordinary
may convene an extraordinary general meeting of the shareholders of the general meeting
Company whenever they deem appropriate in accordance with the process
prescribed under Applicable Law.

64.2 (a) Not less than twenty one (21) days' prior written notice of all General Notice for general
Meetings shall be given to the Shareholders at their respective addresses meeting
notified by them to the Company in writing, provided that where,
exceptionally, the Shareholders are required to make a decision in
circumstances in which the foregoing notice requirements cannot be
observed, a General Meeting may be convened at shorter notice in

472
 accordance with the prescribed process under Applicable Law and the
Charter Documents.

(b) Every notice of a General Meeting under this Article 64 shall specify the
place, date and hour of the meeting and shall contain an agenda and
accompanying materials with a statement of the business to be
transacted thereof and where any such business consists of special
business, as defined under the Act, there shall be annexed to the notice
an explanatory statement in accordance with Section 102 of the Act. No
business shall be transacted at any General Meeting duly convened and
held other than that specified in the notice.

64.3 The Company shall provide the Company's previous Financial Year's audited Financial Statements
Financial Statements to all Shareholders at least twenty one (21) days before to all Shareholders
the General Meeting that is held to approve and adopt such audited Financial
Statements.

64.4 The quorum for a General Meeting shall be as prescribed under Applicable Quorum for general
Law. Subject to the provisions of these Articles, resolutions may be passed meeting
at a General Meeting by a vote of shareholders present in person or by proxy,
or by corporate representative, holding shares representing a majority of the
shares of the Company then outstanding.

64.5 Any resolution, which under the provisions of the Act or the Articles is Ordinary or Special
permitted or is required to be done or passed by the Company in a General Resolution
Meeting shall be sufficiently so done if passed by ordinary resolution, as
defined under Section 114(1) of the Act, unless either the Act or the Articles
specifically require such act to be done or resolution passed by a special
resolution as defined under Section 114(2) of the Act, provided that in
relation to any Reserved Matters, the consent of the Investors in accordance
with the provisions of Article 92 shall be required.

Subject to these Articles, any act or resolution which, under these Articles or
the Act is permitted or required to be done or passed by the Company in
General Meeting shall be sufficiently so done or passed if effected by an
Ordinary Resolution as defined in Section 114(1) of the Act unless either the
Act or the Articles specifically require such act to be done or resolution to be
passed by a specific majority by Special Resolution as defined in Section
114(2) of the Act.

64.6 The provisions of this Article 64 shall apply, mutatis mutandis, to meetings Provisions of this
of any class of shareholders of the Company. Article 64 shall apply,
mutatis mutandis

64.7 The chairman of a General Meeting shall not have any second or casting Casting vote of
vote. Chairperson at
general meeting

64.8 Any shareholder of the Company shall be entitled to participate in a General Participation of
Meeting at which such shareholder is not physically present, by video Shareholders by video
conference or similar electronic means in accordance with Applicable Law conference or similar
and the chairman of such meeting shall ensure that such shareholder’s electronic means
observations are duly recorded in the minutes of such meeting.

64.9 The Chairman of the Board shall take the chair at every General Meeting. If Chairperson of the
there be no such Chairman or if at any meeting he shall not be present within meetings
fifteen minutes, or is unwilling to act, or if any of the Directors present

473
 decline to take the chair, then the Members present shall choose one of their
Members being a Member entitled to vote to be the Chairman of the meeting.

64.10 If at the expiration of half an hour from the time appointed for holding a Quorum for the
meeting of the Company, a quorum shall not be present, the Meeting if meeting and
convened by or upon the requisition of Members shall stand dissolved. In adjournment
any other case the Meeting shall stand adjourned in the same day in the next
week at the same time and place or to such other day and at such other time
and place as the Board may determine, and if at such adjourned Meeting a
quorum is not present at the expiration of 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.

64.11 A declaration by the Chairman that a resolution has on a show of hands been Declaration by the
carried unanimously or by a particular majority or lost and an entry to that Chairman
effect in the minutes shall be conclusive evidence of the fact without further
proof.

64.12 (a) The Chairman of a General Meeting may adjourn the same from time to Adjournment of
time and from place to place but no business shall be transacted at any meeting
adjourned meeting other than the business left unfinished at the meeting
from which the adjournment took place.

(b) 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.

(c) Save as aforesaid, and save as provided in the Act, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.

64.13 (a) If a poll is demanded in accordance with the provisions of the Act it shall Demand for poll
be taken forthwith on a question of adjournment or election of a
Chairman of the meeting.

(b) The person or persons who made the demand may withdraw the demand
for a poll at any time before the poll is taken.

(c) Where a poll is to be taken, the Chairman of the meeting shall appoint
two scrutinizers, at least one of whom shall be a Member (not being an
officer employee of the Company) present at the meeting, provided such
a Member is available and willing to be appointed, to scrutinize the votes
given on the poll and to report thereon to him.

(d) The result of the poll shall be deemed to be the decision of the meeting
on the resolution on which the poll was taken. On poll 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 casting
the same way all the votes he uses.

(e) The demand for poll shall not prevent the meeting from transacting any
business other than the business in respect of which a poll has been
demanded.

65 1. No business shall be transacted at any general meeting unless a quorum Presence of Quorum
of members is present at the time when the meeting proceeds to business.

474
 2. No business shall be discussed or transacted at any general meeting Business confined to
except election of Chairperson whilst the chair is vacant. election of
Chairperson whilst
chair vacant

66 1. The Company shall cause minutes of the proceedings of every general Minutes of
meeting of any class of members or creditors and every resolution passed proceedings of
by postal ballot to be prepared and signed in such manner as may be meetings and
prescribed by the Rules and kept by making within thirty days of the resolutions passed by
conclusion of every such meeting concerned or passing of resolution by postal ballot
postal ballot entries thereof in books kept for that purpose with their
pages consecutively numbered.

2. There shall not be included in the minutes any matter which, in the Certain matters not to
opinion of the Chairperson of the meeting – be included in
Minutes
(a) is, or could reasonably be regarded, as defamatory of any person; or

(b) is irrelevant or immaterial to the proceedings; or

(c) is detrimental to the interests of the Company.

3. The Chairperson shall exercise an absolute discretion in regard to the Discretion of

inclusion or non-inclusion of any matter in the minutes on the grounds Chairperson in
specified in the aforesaid Article. relation to Minutes

4. The minutes of the meeting kept in accordance with the provisions of the Minutes to be
Act shall be evidence of the proceedings recorded therein. evidence

67 1. The books containing the minutes of the proceedings of any general Inspection of minute
meeting of the Company or a resolution passed by postal ballot shall: books of general
meeting
(a) be kept at the registered office of the Company; and

(b) be open to inspection of any member without charge, during 10.00

a.m. to 12.00 noon on all working days other than Saturdays.

2. Any member shall be entitled to be furnished, within the time prescribed Members may obtain
by the Act, after he has made a request in writing in that behalf to the copy of minutes
Company and on payment of such fees as may be fixed by the Board, with
a copy of any minutes referred to in Article (1) above:

Provided that a member who has made a request for provision of a soft copy
of the minutes of any previous general meeting held during the period
immediately preceding three financial years, shall be entitled to be furnished
with the same free of cost.

68 The Board and also any person(s) authorised by it, may take any action Powers to arrange
before the commencement of any general meeting, or any meeting of a class security at meetings
of members in the Company, which they may think fit to ensure the security
of the meeting, the safety of people attending the meeting, and the future
orderly conduct of the meeting. Any decision made in good faith under this
Article shall be final and rights to attend and participate in the meeting
concerned shall be subject to such decision.

Voting rights

475
69 Subject to any rights or restrictions for the time being attached to any class Entitlement to vote on
or classes of shares – show of hands and on
poll
(a) on a show of hands, every member present in person shall have one vote;
and

(b) on a poll, the voting rights of members shall be in proportion to his share
in the paid-up equity share capital of the Company.

70 A member may exercise his vote at a meeting by electronic means in Voting through
accordance with the Act and shall vote only once. electronic means

71 1. In the case of joint holders, the vote of the senior who tenders a vote, Vote of joint holders
whether in person or by proxy, shall be accepted to the exclusion of the
votes of the other joint holders.

2. For this purpose, seniority shall be determined by the order in which Seniority of names
the names stand in the register of members

72 A member of unsound mind, or in respect of whom an order has been made How members non
by any court having jurisdiction in lunacy, may vote, whether on a show of compos mentis and
hands or on a poll, by his committee or other legal guardian, and any such minor may vote
committee or guardian may, on a poll, vote by proxy. If any member be a
minor, the vote in respect of his share or shares shall be by his guardian or
any one of his guardians.

73 Subject to the provisions of the Act and other provisions of these Articles, Votes in respect of
any person entitled under the Transmission Article to any shares may vote at shares of deceased or
any general meeting in respect thereof as if he was the registered holder of insolvent members,
such shares, provided that at least 48 (forty eight) hours before the time of etc.
holding the meeting or adjourned meeting, as the case may be, at which he
proposes to vote, he shall duly satisfy the Board of his right to such shares
unless the Board shall have previously admitted his right to vote at such
meeting in respect thereof.

74 Any business other than that upon which a poll has been demanded may be Business may proceed
proceeded with, pending the taking of the poll. pending poll

75 No member shall be entitled to vote at any general meeting unless all calls Restriction on voting
or other sums presently payable by him in respect of shares in the Company rights
have been paid or in regard to which the Company has exercised any right of
lien.

76 A member is not prohibited from exercising his voting on the ground that he Restriction on
has not held his share or other interest in the Company for any specified exercise of voting
period preceding the date on which the vote is taken, or on any other ground rights in other cases to
not being a ground set out in the preceding Article. be void

77 Any member whose name is entered in the register of members of the Equal rights of
Company shall enjoy the same rights and be subject to the same liabilities as Members
all other members of the same class.

Proxy
78 1. Any member entitled to attend and vote at a general meeting may do so Member may vote in
either personally or through his constituted attorney or through another person or otherwise
person as a proxy on his behalf, for that meeting.

476
 2. The instrument appointing a proxy and the power-of attorney or other Proxies when to be
authority, if any, under which it is signed or a notarised copy of that power deposited
or authority, shall be deposited at the registered office of the Company
not less than 48 hours before the time for holding the meeting or
adjourned meeting at which the person named in the instrument proposes
to vote, and in default the instrument of proxy shall not be treated as valid.

79 An instrument appointing a proxy shall be in the form as prescribed in the Form of proxy
Rules.

80 A vote given in accordance with the terms of an instrument of proxy shall be Proxy to be valid
valid, notwithstanding the previous death or insanity of the principal or the notwithstanding death
revocation of the proxy or of the authority under which the proxy was of the principal
executed, or the transfer of the shares in respect of which the proxy is given:

Provided that no intimation in writing of such death, insanity, revocation or

transfer shall have been received by the Company at its office before the
commencement of the meeting or adjourned meeting at which the proxy is
used.

81 Directors
81.1 Unless otherwise determined by the Company in general meeting, the Board of Directors
number of directors shall not be less than 3 (three) and shall not be more than
15 (fifteen).

81.2 (a) The Directors shall be appointed in accordance with Applicable Law Composition
and provisions of these Articles. Further, the Investors shall have a right
to nominate Directors in accordance with the following provisions:

(i) As long as Resurgence holds at least thirty three percent (33%) of

the Resurgence Shares, it shall be entitled to appoint one (1) Director
(the "Resurgence Nominee Director"); and

(ii) As long as NJBIF holds at least holds at least thirty three percent
(33%) of the NJBIF Shares, it shall be entitled to appoint one (1)
Director (the "NJBIF Nominee Director").

The Resurgence Nominee Director and the NJBIF Nominee Director shall
be collectively referred to as the "Investor Directors" and any one of them
individually as an "Investor Director". It is hereby clarified for avoidance of
any doubt that, IFC is not entitled to appoint any Directors to the Board.

(b) Further, for the purpose of the computation of thirty three percent (33%)
of the Resurgence Shares or NJBIF Shares, as the case may be, as
required under Articles 81.2 (a), the combined shareholding of the
relevant Investor along with its Affiliates and Transferees shall be
considered.

(c) Nothing contained in these Articles shall affect the right of any lender
to appoint a nominee director to the Board, pursuant to any credit related
agreement or arrangement of such lender with the Company or its
Subsidiary.

477
 (d) The composition of the Board shall at all times include such number of
Independent Directors (which for avoidance of doubt shall not include
the Investor Directors) as represents at least twenty five percent (25%)
of the strength of the Board. Further, it is agreed that if any of
Resurgence or NJBIF (or their permitted assigns) cease to have the right
to appoint an Investor Director, then an additional Independent
Director(s) shall be appointed in place of each such Investor Director(s).

(e) Subject to Applicable Law and the provisions of Article 81.2 (a), it is
agreed that so long as the Promoter and/or their Affiliates is/are the
largest shareholder in the Company, the Promoters shall have the right
to nominate a majority of Directors on the Board.

81.3 1. The Board shall have the power to determine the directors whose period Directors not liable to
of office is or is not liable to determination by retirement of directors by retire by rotation
rotation.

2. The same individual may, at the same time, be appointed as the Same individual may
Chairperson of the Company as well as the Managing Director or Chief be Chairperson and
Executive Officer of the Company. Managing
Director/Chief
Executive Officer

81.4 1. The remuneration of the directors shall, in so far as it consists of a monthly Remuneration of
payment, be deemed to accrue from day-to-day. directors

2. The remuneration payable to the directors, including any managing or Remuneration to

whole-time director or manager, if any, shall be determined in accordance require members’
with and subject to the provisions of the Act by an ordinary/special consent
resolution (as the case may be) passed by the Company in general
meeting.

3. In addition to the remuneration payable to them in pursuance of the Act, Travelling and other
the directors may be paid all travelling, hotel and other expenses expenses
properly incurred by them—

(a) in attending and returning from meetings of the Board of Directors

or any committee thereof or general meetings of the Company; or

(b) in connection with the business of the Company.

81.5 All cheques, promissory notes, drafts, hundis, bills of exchange and other Execution of
negotiable instruments, and all receipts for monies paid to the Company, negotiable
shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case instruments
may be, by such person and in such manner as the Board shall from time to
time by resolution determine.

81.6 1. Subject to the provisions of the Act, the Board shall have power at any Appointment of
time, and from time to time, to appoint a person as an additional director, additional
provided the number of the directors and additional directors together directors
shall not at any time exceed the maximum strength fixed for the Board
by the Articles.
2. Such person shall hold office only up to the date of the next annual Duration of office of
general meeting of the Company but shall be eligible for appointment by additional director
the Company as a director at that meeting subject to the provisions of
the Act.

478
81.7 1. The Board may appoint an alternate director to act for a director Appointment of
(hereinafter in this Article called “the Original Director”) during his alternate director
absence for a period of not less than three months from India. No person
shall be appointed as an alternate director for an independent director
unless he is qualified to be appointed as an independent director under
the provisions of the Act.

2. An alternate director shall not hold office for a period longer than that Duration of office of
permissible to the Original Director in whose place he has been alternate director
appointed and shall vacate the office if and when the Original Director
returns to India.

3. If the term of office of the Original Director is determined before he Re-appointment

returns to India the automatic reappointment of retiring directors in provisions applicable
default of another appointment shall apply to the Original Director and to Original Director
not to the alternate director.

81.8 1. If the office of any director appointed by the Company in general Appointment of
meeting is vacated before his term of office expires in the normal course, director to fill a casual
the resulting casual vacancy may, be filled by the Board of Directors at vacancy
a meeting of the Board.

2. The director so appointed shall hold office only upto the date upto which Duration of office of
the director in whose place he is appointed would have held office if it Director appointed to
had not been vacated. fill casual vacancy

81.9 Any Director appointed as provided above at Article 81.2 may be removed Removal; Alternates
from office only by the Party entitled to appoint such Director, and any
vacancy, however arising, on the Board may be filled only by the Party
entitled to appoint the previous incumbent of such vacancy. Any Party
entitled to appoint a Director may at its option appoint an alternate Director
for each such Director. Upon the appointment of any Director or alternate
Director as provided in these Articles, each of the Company, Promoter and
Investors shall cause the Directors nominated by them to vote at Board
meetings to confirm the appointment of such Director or alternate Director
as the first item of business at the next occurring Board meeting.

81.10 (a) The quorum for any Board meeting shall be as prescribed by Board Resolutions
Applicable Law and the Charter Documents, and shall include at least
one (1) Investor Director, if appointed by any of NJBIF or Resurgence
in accordance with Article 81.2 above. In the absence of such quorum,
the Board meeting shall be adjourned to the fourth Business Day after
the date of the said meeting, at the same time and same place, and the
Directors present at the adjourned meeting shall constitute a quorum,
subject to requirements of Applicable Law and the Charter
Documents.
(b) Save when a larger majority is required by Applicable Law or as
provided below, all resolutions of the Board shall be approved by a
simple majority of the Directors present at the Board meeting or by
circulation as per the provisions of the Act and Charter Documents.
(c) The consent of a majority of the Independent Directors (in addition to
a simple majority of the Directors present at a duly convened and
constituted meeting of the Board) shall be required for the following
matters:
(i) Related Party transactions in respect of any Promoter Services
(other than those pursuant to arrangements existing as of June

479
 12, 2012 and which have been duly disclosed to the Investor
prior to the IFC Subscription and the NJBIF Subscription.
(ii) Any amendments or modifications to the arrangements
pertaining to Promoter Services existing as of the Effective Date;
and
(iii) Creation of any Subsidiary or entering into any joint venture by
the Company.
It is hereby clarified that solely for purposes of this Article 81.10 (c),
the Investor Directors shall be deemed to be Independent Directors
and shall be included in order to determine whether a majority of
Independent Directors have approved the matters set out herein.
(d) Subject to Applicable Law, the Board may take decisions through
resolution by circulation. No resolution shall be deemed to have been
duly passed by the Board or a committee of the Board by circulation,
unless the resolution has been circulated in draft form, together with
the relevant information with respect to such resolution and
appropriate documents required to evidence passage of such
resolution, if any, to all Directors or to all Directors on the relevant
committee at their usual address, and has been approved in writing by
a majority of the Directors on the Board.
81.11 The Board shall constitute an audit committee, compensation committee and Committees of the
a corporate governance and nominations committee and may from time to Board
time constitute such other committees of the Board (each a "Board
Committee"), as it considers necessary or desirable to facilitate the
operations of the Company and determine their constitution, functions,
powers, authorities and responsibilities, subject in all cases to the final
oversight and supervision of the Board of Directors. Each Board Committee
created pursuant to this Article shall be created for such purposes and shall
be constituted in such a manner and with such members as the Board shall
from time to time decide.

The Company shall appoint one (1) Investor Director to each of the audit
committee and the compensation committee, whose identity shall be
mutually decided by NJBIF and Resurgence and notified to the Company,
subject to each such committee of the Board at all times including one (1)
Investor Director (unless such requirement is waived in writing by each of
the Investors entitled to nominate such Directors). It is hereby clarified for
the avoidance of doubt that the Company may at its sole discretion, upon
request by Resurgence and/or NJBIF, appoint more than one Investor
Director to the aforesaid committees.

81.12 The Company shall ensure that: Board Meetings

(a) An agenda setting out in detail the items of business proposed to be

transacted at a meeting of the Board/a committee of the Board together
with necessary information and supporting documents shall be
circulated to each of the Directors on the Board/each committee and
their alternates, if any. Such agenda, information and documents shall
be circulated within such minimum time as stipulated under Companies
Act as amended from time to time, prior to the date of the relevant
meeting; provided that where, exceptionally, the Board or a committee
of the Board is required to make a decision in circumstances in which
the foregoing notice requirements cannot be observed, such
requirement to circulate agenda information and documents may be
waived with the consent of a majority of the Directors on the Board or
on such committee, including each of the Investor Directors (in the case
of a meeting of a committee, if any such Investor Director has been
appointed to such committee). Unless waived in writing by each

480
 Director, any item not included in the agenda of a meeting shall not be
considered or voted upon at that meeting of the Board;

(b) Any and all matters reasonably proposed by any of the Investors (and
not inconsistent with these Articles) (and notified to the Company at
least fifteen (15) days in advance of the proposed meeting) shall be
placed on the agenda of meetings of the Board/any committee of the
Board and shareholders of the Company;
(c) Minutes of meetings of the Board/ any committee of the Board shall be
prepared and maintained in accordance with Applicable Law and shall
describe in reasonable detail the views of the Investor Directors; and

(d) Certified copies of the minutes of Board meetings/meetings of any

committee of the Board shall be promptly sent to the Investors (and in
any event no later than fifteen (15) days after the date of such meeting).

81.13 The Company expressly agrees and undertakes that, subject to Applicable
Law, no Investor Director shall be liable for any default or failure of the
Company in complying with the provisions of any Applicable Law,
including but not limited to, defaults under the Act, taxation and labour laws
of India, unless otherwise finally held by a competent court in India. Subject
to the applicable provisions of the Act, the Company shall indemnify and
hold harmless to the maximum extent permitted by Applicable Law, each
Director from and against any and all pending or completed actions, suits,
claims or proceedings and any and all costs, damages, judgments, amounts
paid in settlement subject to such Investor Director having consulted with
the Company prior to entering into any settlement and expenses or liabilities
which such Director may directly incur, suffer, and/or bear due to the failure
of the Company to comply with any of the provisions of any Applicable Law,
or these Articles or that are in any way related to, his or her activities or his
or her position as a Director.

81.14 The reasonable costs incurred by each Director in attending a meeting of the
Board or a committee or a General Meeting (including the reasonable costs
of travel and attendance of each Director) shall be reimbursed by the
Company.

81.15 Any Director shall be entitled to participate in a meeting of the Board or a

committee of the Board of which he or she is a member, at which he or she
is not physically present, by video conference or similar electronic means in
accordance with Applicable Law and such Director's observations shall be
duly recorded in the minutes of such meeting.

Powers of Board

82 The management of the business of the Company shall be vested in the Board General powers of the
and the Board may exercise all such powers, and do all such acts and things, Company vested in
as the Company is by the memorandum of association or otherwise Board
authorized to exercise and do, and, not hereby or by the statute or otherwise
directed or required to be exercised or done by the Company in general
meeting but subject nevertheless to the provisions of the Act and other laws
and of the memorandum of association and these Articles and to any
regulations, not being inconsistent with the memorandum of association and
these Articles or the Act, from time to time made by the Company in general
meeting provided that no such regulation shall invalidate any prior act of the
Board which would have been valid if such regulation had not been made.

481
 Proceedings of Directors Board

83 1. The Board of Directors may meet for the conduct of business, adjourn When meeting to be
and otherwise regulate its meetings, as it thinks fit. convened

2. The Chairperson or any Director or Company secretary on the direction Who may summon
of the Chairperson or such Director or any other person as may be Board meeting
authorised by the Board of Directors shall, at any time, summon a
meeting of the Board.

3. Save as otherwise expressly provided in the Act, questions arising at any Questions at Board
meeting of the Board shall be decided by a majority of votes. meeting how decided

4. The participation of directors in a meeting of the Board may be either in Participation at Board
person or through video conferencing or audio visual means or meetings
teleconferencing, as may be prescribed by the Rules or permitted under
law.

84 Notice of every meeting of the Board or a Committee thereof shall ordinarily Notice of meetings in
be given in writing to every Director for the time being in India and at his writing
usual address in India to every other Director.
85 The continuing directors may act notwithstanding any vacancy in the Board; Directors not to act
but, if and so long as their number is reduced below the quorum fixed by the when number falls
Act for a meeting of the Board, the continuing directors or director may act below minimum
for the purpose of increasing the number of directors to that fixed for the
quorum, or of summoning a general meeting of the Company, but for no
other purpose.

86 1. The Chairperson of the Company shall be the Chairperson at meetings Who to preside at
of the Board. In his absence, the Board may elect a Chairperson of its meetings of the Board
meetings and determine the period for which he is to hold office.

2. If no such Chairperson is elected, or if at any meeting the Chairperson Directors to elect a

is not present within fifteen minutes after the time appointed for Chairperson
holding the meeting, the directors present may choose one of their
number to be Chairperson of the meeting.

87 1. The Board may, subject to the provisions of the Act, delegate any of its Delegation of powers
powers to Committees consisting of such member or members of its
body as it thinks fit.

2. Any Committee so formed shall, in the exercise of the powers so Committee to

delegated, conform to any regulations that may be imposed on it by the conform to Board
Board. regulations

3. The participation of directors in a meeting of the Committee may be Participation at

either in person or through video conferencing or audio visual means or Committee meetings
teleconferencing, as may be prescribed by the Rules or permitted under
law.

88 1. A Committee may elect a Chairperson of its meetings unless the Board, Chairperson of
while constituting a Committee, has appointed a Chairperson of such Committee
Committee.

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 2. If no such Chairperson is elected, or if at any meeting the Chairperson Who to preside at
is not present within fifteen minutes after the time appointed for meetings of
holding the meeting, the members present may choose one of their Committee
members to be Chairperson of the meeting.

89 1. A Committee may meet and adjourn as it thinks fit. Committee to meet

2. Questions arising at any meeting of a Committee shall be determined Questions at

by a majority of votes of the members present. Committee meeting
how decided

90 All acts done in any meeting of the Board or of a Committee thereof or by Acts of Board or
any person acting as a director, shall, notwithstanding that it may be Committee valid
afterwards discovered that there was some defect in the appointment of any notwithstanding
one or more of such directors or of any person acting as aforesaid, or that defect of appointment
they or any of them were disqualified or that his or their appointment had
terminated, be as valid as if every such director or such person had been duly
appointed and was qualified to be a director.

91 Save as otherwise expressly provided in the Act, a resolution in writing, Passing of resolution
signed, whether manually or by secure electronic mode, by a majority or by circulation
special majority (as the case may be) of the members of the Board or of a
Committee thereof, for the time being entitled to receive notice of a meeting
of the Board or Committee, shall be valid and effective as if it had been
passed at a meeting of the Board or Committee, duly convened and held.

92 Investor Consent Rights

1. Notwithstanding any other provision of these Articles, the Promoter and

the Company shall not, and shall ensure that each of the Key Subsidiaries
and Key Joint Ventures shall not, take any decisions (whether in a Board
Meeting or General Meeting or meeting of a Board Committee) in respect
of matters listed in Article 92.5 (“Reserved Matters”) without having
obtained the prior written consent of the Investors, as applicable as
provided below:

(a) the written consent of all the Investors, where the Investors entitled
to such prior consent as per Article 92.2 are two (2) or less; and
(b) the written consent of at least two (2) Investors, where the Investors
entitled to such prior consent as per Article 92.2 are three (3).

2. The prior consent of an Investor shall be required in respect of the

Reserved Matters only till such time either of such Investor or its
Transferee (as applicable) holds at least fifty percent (50%) of the
relevant Investor Shares on an individual basis or until the due
consummation of an IPO, whichever is earlier. Further, for the purpose
of the computation of fifty percent (50%) of the Investor Shares in
respect of each Investor, the combined shareholding of the relevant
Investor along with its Affiliates and Transferees shall be considered.

3. If the Company proposes to issue any New Securities (other than issue
of Equity Securities to a Strategic Investor or pursuant to an IPO in
accordance with the provisions of these Articles), and all three (3)
Investors object to such issuance (and where such objection has been
conveyed to the Company by way of written communication), the
Company shall not proceed with such proposed issuance of such New
Securities.”

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4. If, upon issue of a written notice to an Investor in relation to any of the
Reserved Matters (which notice shall be accompanied by the relevant
background and other information and/or supporting documents
pertaining thereto), the Company does not receive any response from
such Investor within a period of thirty (30) days of receipt of such written
notice by such Investor, it shall be deemed that such Investor has refused
its consent in respect of the said Reserved Matter.

5. Notwithstanding any other provision of these Articles, the Promoter and

the Company shall not, and shall ensure that each of the Key Subsidiaries
and Key Joint Ventures (on a best efforts basis to the extent of the
Company’s shareholding in such joint ventures and its ability to direct
the board of directors and/or management of such joint ventures), shall
not take any action in respect of matters listed below, without having
obtained the written consent of the Investors as provided in Article 92.1:

(a) The entry into a new line of business other than the Company
Business or any diversification or change in the Business by the
Company and/or any of its Key Subsidiaries/Key Joint Ventures;
or cessation of its business by the Company or any of its Key
Subsidiaries/Key Joint Ventures.

(b) Amendment or repeal or authorize any amendment or other action

in relation to the Charter Documents in any way that (aa) may alter
or change the rights, privileges or preferences of the Equity
Securities held by any Investor; or (bb) is in contravention of the
terms of these Articles. For avoidance of doubt, it is hereby
clarified that providing of more favourable terms and conditions to
the Strategic Investor than those offered to the Investors in
accordance with these Articles shall not be considered as alteration
or change in the rights, privileges or preferences of the Equity
Securities held by any Investor and shall not be a Reserved Matter.

(c) Any merger, reconstitution, de-merger, voluntary winding up,

dissolution or such other transaction of the Company or any Key
Subsidiary/Key Joint Venture, or Authorize or take any decision to
not oppose any involuntary proceedings filed by any third party in
respect of a dissolution of the Company / Key Subsidiary/Key Joint
Venture.

(d) Any sale, conveyance, exchange or transfer to another person of

any shares in any Key Subsidiary or Key Joint Venture that results
in the Company owning less than its existing shareholding of any
Key Subsidiary or Key Joint Venture.

(e) Any sale or disposal of (including through a de-merger) any assets

of the Company or any Key Subsidiary/Key Joint Venture held by
the Company or any Key Subsidiary/Key Joint Venture, where the
value of such assets sold or disposed (including through a de-
merger) by the Company/ Key Subsidiary/ Key Joint venture (as
applicable) exceeds five percent (5%) of the value of total assets
of the Company, the relevant Key Subsidiary and Key Joint
Venture, as applicable in any Financial Year (whether as a single
transaction or in a series of transactions).

(f) Authorization of or undertaking of any reduction of capital or share

repurchase or buy-back of shares by the Company, other than any

484
 repurchase of shares of the Company or Share Equivalents issued
to or held by employees, officers, directors or consultants of the
Company or its Subsidiaries pursuant to an employee stock plan
upon termination of their employment.

(g) Any material changes to the Company’s accounting policies except

as required by Applicable Law.

(h) The Company/Key Subsidiary/Key Joint Venture entering into

foreign currency options and derivative transactions on a
speculative basis not representing underlying trade transactions.

(i) Undertaking any transaction with any Related Party save and
except (i) in accordance with Company’s Annual Budget in the
ordinary course of business; (ii) providing the Promoter Services;
(iii) loans obtained from any Related Party provided that the
overall outstanding amount in respect of all loans from all Related
Parties does not exceed an amount of INR 100,000,000 (Rupees
One Hundred Million); and (iv) transactions with Related Parties
where the aggregate payments (excluding any payments pursuant
to the arrangements covered in the foregoing Articles 92.5 (i), (ii)
and (iii) to Related Parties in all transactions with Related Parties
do not exceed an aggregate amount of INR 20,000,000 (Rupees
Twenty Million) in a Financial Year.

(j) The Company/Key Subsidiary/Key Joint Venture giving

guarantees on behalf of, or loans to any Third Party, except in the
ordinary course of business.

(k) Investment of surplus funds of the Company in instruments other

than as per the investment policy approved by the Board of the
Company; or investment of surplus funds of the Company in
instruments in equity or equity linked instruments.

(l) Declaring or paying any dividend, distribution or redemption

inconsistent with the Charter Documents or the constitutional
documents of any Key Subsidiary other than the repurchase of
shares under employee stock option arrangements.

(m) Any alteration or change in the designations, powers, rights,

privileges or preferences of the Equity Securities held by the
Investors in any manner whatsoever, provided that provision of
any special or preferential privileges or rights to a Strategic
Investor shall not, by itself be deemed to be an alteration or change
in the designations, powers, rights, privileges or preferences of the
Equity Securities held by the Investors and shall not be a Reserved
Matter.

(n) Any change in the Financial Year.

(o) Any Material Acquisition by the Company.

(p) Undertaking any debt financing from any lender/s of the Company/
Subsidiaries, pursuant to which the aggregate borrowings of the
Company and its Subsidiaries would equal or exceed four (4) times
the Relevant EBITDA.

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93 Chief Executive Officer, Manager, Company Secretary and Chief
Financial Officer

1. Subject to the provisions of the Act— a chief executive officer, manager, Chief Executive
Company secretary and chief financial officer may be appointed by the Officer, etc.
Board for such term, at such remuneration and upon such conditions as
it may think fit; and any chief executive officer, manager, Company
secretary and chief financial officer so appointed may be removed by
means of a resolution of the Board; the Board may appoint one or more
chief executive officers for its multiple businesses.

2. A director may be appointed as chief executive officer, manager, Director may be chief
Company secretary or chief financial officer. executive officer, etc.

Registers

94 The Company shall keep and maintain at its registered office all statutory Statutory registers
registers including but not limited to register of charges, register of members,
register of debenture holders, register of any other security holders, the
register and index of beneficial owners and annual return, register of loans,
guarantees, security and acquisitions, register of investments not held in its
own name and register of contracts and arrangements for such duration as
the Board may, unless otherwise prescribed, decide, and in such manner and
containing such particulars as prescribed by the Act and the Rules.

The registers and copies of annual return shall be open for inspection during
10.00 a.m. to 12.00 noon on all working days, other than Saturdays, at the
registered office of the Company by the persons entitled thereto on payment,
where required, of such fees as may be fixed by the Board but not exceeding
the limits prescribed by the Rules.

95 (a) The Company may exercise the powers conferred on it by the Act with Foreign register
regard to the keeping of a foreign register; and the Board may (subject
to the provisions of the Act) make and vary such regulations as it may
think fit respecting the keeping of any such register.

(b) The foreign register shall be open for inspection and may be closed, and
extracts may be taken therefrom and copies thereof may be required, in
the same manner, mutatis mutandis, as is applicable to the register of
members.

The Seal

96 1. The Board shall provide for the safe custody of the seal. Custody and use
Affixation of seal
2. 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 authorised by it in that behalf, and except in the presence of at
least one director or the manager, if any, or of the secretary or such other
person as the Board may appoint for the purpose; and such director or
manager or the secretary or other person aforesaid shall sign every
instrument to which the seal of the Company is so affixed in their
presence.

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 Dividends and Reserve

97 The Company in general meeting may declare dividends, but no dividend Company in general
shall exceed the amount recommended by the Board but the Company in meeting may declare
general meeting may declare a lesser dividend. dividends

98 Subject to the provisions of the Act, the Board may from time to time pay to Interim dividends
the members such interim dividends of such amount on such class of shares
and at such times as it may think fit.
99 1. The Board may, before recommending any dividend, set aside out of the Dividends only to be
profits of the Company such sums as it thinks fit as a reserve or reserves paid out of profits
which shall, at the discretion of the Board, be applied for any purpose to
which the profits of the Company may be properly applied, including
provision for meeting contingencies or for equalising dividends; 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 Board may, from time to time, think
fit.

2. The Board may also carry forward any profits which it may consider Carry forward of
necessary not to divide, without setting them aside as a reserve. profits

100 1. Subject to the rights of persons, if any, entitled to shares with special Division of profits
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 the
shares in the Company, dividends may be declared and paid according
to the amounts of the shares.

2. No amount paid or credited as paid on a share in advance of calls shall Payments in advance
be treated for the purposes of this Article as paid on the share.

3. All dividends shall be apportioned and paid proportionately to the Dividends to be

amounts paid or credited as paid on the shares during any portion or apportioned
portions of the period in respect of which the dividend is paid; but if any
share is issued on terms providing that it shall rank for dividend as from
a particular date such share shall rank for dividend accordingly.

101 1. The Board may deduct from any dividend payable to any member all No member to receive
sums of money, if any, presently payable by him to the Company on dividend whilst
account of calls or otherwise in relation to the shares of the Company. indebted to the
Company and
Company’s right to
reimbursement
therefrom

2. The Board may retain dividends payable upon shares in respect of which Retention of
any person is, under the Transmission Article hereinbefore contained, dividends
entitled to become a member, until such person shall become a member
in respect of such shares.

102 1. Any dividend, interest or other monies payable in cash in respect of Dividend how
shares may be paid by electronic mode or by cheque or warrant sent remitted
through the post directed to the registered address of the holder or, in the
case of joint holders, to the registered address of that one of the joint

487
 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.

2. Every such cheque or warrant shall be made payable to the order of the Instrument of
person to whom it is sent. Payment

3. Payment in any way whatsoever shall be made at the risk of the person Discharge to
entitled to the money paid or to be paid. The Company will not be Company
responsible for a payment which is lost or delayed. The Company will
be deemed to having made a payment and received a good discharge for
it if a payment using any of the foregoing permissible means is made.

103 Any one of two or more joint holders of a share may give effective receipts Receipt of one holder
for any dividends, bonuses or other monies payable in respect of such share. sufficient

104 No dividend shall bear interest against the Company. No interest on

Dividends

105 The waiver in whole or in part of any dividend on any share by any document Waiver of dividends
(whether or not under seal) shall be effective only if such document is signed
by the member (or the person entitled to the share in consequence of the
death or bankruptcy of the holder) and delivered to the
Company and if or to the extent that the same is accepted as such or acted
upon by the Board.

106 Accounts

1. The books of account and books and papers of the Company, or any of Inspection by
them, shall be open to the inspection of directors in accordance with the Directors
applicable provisions of the Act and the Rules.

2. No member (not being a director) shall have any right of inspecting any Restriction on
books of account or books and papers or document of the Company inspection by
except as conferred by law or authorised by the Board. members

107 Winding up

Subject to the applicable provisions of the Act and the Rules made thereunder Winding up of
– Company

(a) If the Company shall be wound up, the liquidator may, with the sanction
of a special resolution of the Company and any other sanction required
by the Act, divide amongst the members, in specie or kind, the whole or
any part of the assets of the Company, whether they shall consist of
property of the same kind or not.

(b) For the purpose aforesaid, the liquidator may set such value as he deems
fair upon any property to be divided as aforesaid and may determine
how such division shall be carried out as between the members or
different classes of members.

(c) The liquidator may, with the like sanction, vest the whole or any part of
such assets in trustees upon such trusts for the benefit of the
contributories if he considers necessary, but so that no member shall be
compelled to accept any shares or other securities whereon there is any
liability.

488
108 Indemnity and Insurance
(a) Subject to the provisions of the Act, every director, managing director, Directors and officers
whole-time director, manager, Company secretary and other officer of right to indemnity
the Company shall be indemnified by the Company out of the funds of
the Company, to pay all costs, losses and expenses (including travelling
expense) which such director, manager, Company secretary and officer
may incur or become liable for by reason of any contract entered into or
act or deed done by him in his capacity as such director, manager,
Company secretary or officer or in any way in the discharge of his duties
in such capacity including expenses.

(b) Subject as aforesaid, every director, managing director, manager,

Company secretary or other officer of the Company shall be indemnified Directors and officers
against any liability incurred by him in defending any proceedings, to be indemnified
whether civil or criminal in which judgement is given in his favour or in against liability
which he is acquitted or discharged or in connection with any application incurred by them
under applicable provisions of the Act in which relief is given to him by
the Court.

(c) The Company may take and maintain any insurance as the Board may Insurance
think fit on behalf of its present and/or former directors and key
managerial personnel for indemnifying all or any of them against any
liability for any acts in relation to the Company for which they may be
liable but have acted honestly and reasonably.

General Power
109 Wherever in the Act, it has been provided that the Company shall have any General power
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.

TRANSFER RESTRICTIONS ON PROMOTER

110.1. 1. The Promoter agrees, that until the closing of an IPO or the Investors Transfers before an
have been provided an exit pursuant to Article 111, except for any IPO
Transfer exempt under Article 110.3 (Exempt Transfer by Promoter):

(a) The Transfer or creation of Encumbrance (other than

Encumbrance exempted under Article 110.3.2 and 110.3.3) on
any Equity Securities held by the Promoter or its Affiliates to
any Third Party (who is not an Affiliate), other than a Strategic
Investor, shall require the prior written consent of each of the
Investors; and

(b) Without prejudice to Article 110.1.1(a), the Transfer of any

Equity Securities held by the Promoter or its Affiliates to any
Third Party (who is not an Affiliate), shall be carried out only in
compliance with the provisions of Article 110.4 (Tag Along
Rights).

Any Transfer by the Promoter or its Affiliates of any Equity

Securities held by the Promoter or its Affiliates in contravention
of the provisions of these Articles shall be void.

489
 2. The Promoter shall ensure that such Transferee has executed a Deed of
Accession and shall provide each of the Investors an original Deed of
Accession duly signed by such Transferee except in cases the
Transferee is already a party to the Shareholders Agreement.

3. Where a proposed Transfer of any Equity Securities by the Promoter is

to a Strategic Investor:

(a) The price/valuation of each Equity Security being Transferred

shall be equal to or greater than each Investor Entry Price Per
Share. For the purpose of computation of Investor Entry Price
Per Share for the purpose of this Article, the Equity Securities
issued to the relevant Investors under Article 112.3.(b) shall not
be considered; and

(b) The Transferee shall execute a deed of acknowledgment in the

form as agreed in writing between the parties acknowledging all
the rights and privileges of the Investors hereunder (but shall not
be required to execute a Deed of Accession as per Article
110.1.2 above).

Provided, however that the aforesaid restrictions on Transfer of

Equity Securities by Promoters to the Strategic Investor shall
not apply for the benefit of any Investor in relation to whom a
Non-Exercise Event has occurred.

4. If a Non-Exercise Event occurs in relation to an Investor, then the

consent of such Investor shall not be required for Transfer by the
Promoter of all or part of its Equity Securities to any Third Party,
provided that such Transfer including any Transfer to a Strategic
Investor shall continue to be subject to the Tag Along Right of the
Investors as provided in Article 110.4 below.
110.2 A Promoter may Transfer all or part of its Equity Securities to an Affiliate
only if such Affiliate has executed a Deed of Accession. The Promoter and Transfer to Affiliate
its Affiliate to whom it has Transferred any of its Equity Securities shall by Promoter
exercise any rights in relation to such Transferred Equity Securities on a
proportionate basis (to the extent that such rights are capable of being
exercised pro-rata) and to the extent that such rights are not capable of being
exercised pro-rata, the rights shall continue to be exercised by either of the
Promoter or such Affiliate (and not both).

For purposes of this Article 110.2, if such Transferee at any time ceases to
be an Affiliate of the Promoter, the Transferee shall Transfer the relevant
Equity Securities back to the Promoter (or another Affiliate of Promoter),
notwithstanding that such Transferee has executed a Deed of Accession.

110.3 1. Transfer to an Affiliate in accordance with Article 110.2 (Transfer to Exempt Transfers by
Affiliate by Promoter); and Promoter

2. Subject to Article 110.3.3, the Promoter shall be entitled to create an

Encumbrance in favour of any lender(s) on its Equity Securities for
raising finance for the benefit of the business of the Company or its
Subsidiaries and/or Key Joint Ventures, provided, however that:
:
(i) Such finance shall be as duly approved by the Board; and

490
 (ii) Such Encumbrance shall be duly disclosed to each of the Investors
prior to or at the time its creation.

3. Notwithstanding the provisions of Article 110.3.2 above, the Promoter

is entitled to create an Encumbrance, in favour of any lenders without
any requirement of approval of the Board or any Investor for raising
finance for any purpose including, but not limited to, for the benefit of
the business of the Company, or its Subsidiaries, Key Joint Ventures
and/or Promoter, on such number of Equity Securities that are held by
it in excess of 50.1% on a Fully Diluted Basis of the shareholding of
the Company. The Promoter shall disclose the creation of the
Encumbrance to each of the Investors upon its creation, as soon as
reasonably practicable and in any event within 2 (two) Business Days
of creation of such Encumbrance.
110.4 (a) In the event the Promoter (or any of its Affiliates holding any Equity Tag Along Rights
Securities) proposes to sell any of its Equity Securities to a Third Party
(who is not an Affiliate), including any Strategic Investor, then the
Promoter or the relevant Affiliate (the "Selling Shareholder") shall not
sell any Equity Securities that it owns to such Third Party, including
any such Strategic Investor (the "Intended Purchaser") unless and
until the Intended Purchaser has first made an offer (a "Tag Along
Offer") to each Investor to purchase the same proportion of the total
Equity Securities held by that Investor (the "Tag Along Shares") as
the proportion of the total Equity Securities being sold by the Promoter
to the Intended Purchaser (the "Intended Sale Shares") bears to the
total Equity Securities held by the Promoter on an As-if-Converted-
Basis and Fully Diluted Basis (immediately before the intended sale),
on exactly the same terms and conditions. For example: If the Promoter
proposes to Transfer twenty five per cent (25%) of its shareholding in
the Company on an As-if-Converted-Basis and Fully Diluted Basis,
each Investor shall be entitled to offer as Tag Along Shares, twenty five
per cent (25%) of the Equity Securities held by such Investor at such
time on an As-if-Converted Basis and Fully Diluted Basis. The price
per Equity Security (other than an Equity Share) for the purpose of Tag
Along Offer shall be arrived at by treating Equity Securities on an As-
if-Converted Basis.

Notwithstanding anything to the contrary in this Article 110.4., in the

event, pursuant to the proposed sale by the Promoter to the Intended
Purchaser (together with any primary issuance by the Company), the
Intended Purchaser will acquire the right to appoint a majority of the
Directors or will become the largest shareholder of the Company, the
Tag Along Shares that may be sold by each Investor to such Intended
Purchaser shall constitute up to all Equity Securities held by such
Investor and the price that the Investor may receive for such Tag Along
Shares shall be the price per Equity Security including the same terms
on which the Intended Sale Shares are proposed to be sold by the
Promoter.

(b) Each Investor shall have the right (a "Tag Along Right") exercisable
upon written notice (the "Notice of Participation") to the Intended
Purchaser and the Selling Shareholder within forty five (45) days after
receipt of the Tag Along Offer (the "Tag Along Period"), to accept the
Tag Along Offer in respect of all or part of the Tag Along Shares, on
the same terms and conditions as set forth in the Tag Along Offer. The
Notice of Participation shall indicate the number of Tag Along Shares
that such Investor elects to Transfer to the Intended Purchaser
("Participating Tag Along Shares").

491
 (c) If any Investor fails to give a Notice of Participation electing to accept
the Tag Along Offer within the Tag Along Period, such Investor shall
be deemed to have waived its Tag Along Right in relation to the
relevant Tag Along Offer, and the Selling Shareholder shall be free to
Transfer the Intended Sale Shares to the Intended Purchaser without
requiring the Intended Purchaser to purchase the Tag Along Shares
from such Investor, provided, however, that the proposed Transfer of
the Intended Sale Shares to the Intended Purchaser shall be completed
within ninety (90) days from the last day of the Tag Along Period,
failing which, the Tag Along Right of each Investor as per this Article
110.4. shall once again apply in respect of any proposed subsequent
Transfer by them of some or all of Intended Sale Shares. Such 90
(ninety) day period shall be extended for a further period of up to 60
(sixty) days for obtaining requisite regulatory Authorizations if
required for Transfer of Intended Sale Shares by the Selling
Shareholder to the Intended Purchaser. If any Investor gives a Notice
of Participation (such Investor being referred to as "Participating
Investor"), any Transfer of the Intended Sale Shares by the Selling
Shareholder to the Intended Purchaser shall be completed and held
valid only if such Intended Purchaser acquires the Participating Tag
Along Shares of such Participating Investor on the same terms and
conditions as set forth in the Tag Along Offer and on the same terms
and conditions as that of the Selling Shareholder.

(d) At the closing of any purchase of Participating Tag Along Shares by

the Intended Purchaser, the Participating Investor shall deliver duly
stamped and executed share transfer forms together with original share
certificates representing the Participating Tag Along Shares to the
Intended Purchaser. In the event, Participating Tag Along Shares are
dematerialised then at the closing of any purchase of Participating Tag
Along Shares by the Intended Purchaser, the Participating Investor
shall deliver duly executed delivery instruction slips for the
Participating Tag Along Shares, instructing the depository participant
to Transfer the Participating Tag Along Shares in favour of the
Intended Purchaser. Such Participating Tag Along Shares shall be free
and clear of any Encumbrance, and the Participating Investor shall not
be required to make any representation or warranty to the Intended
Purchaser, other than that it is the sole beneficial and legal owner of the
Participating Tag Along Shares and that such Participating Tag Along
Shares are free from Encumbrances. The Intended Purchaser shall,
simultaneously, deliver at such closing, payment in full of the
consideration in accordance with the price set forth in the Tag Along
Offer net of withholding taxes as per Applicable Law. At such closing,
all of the parties to the transaction shall execute such additional
documents as may be necessary or appropriate to effect the sale of the
Participating Tag Along Shares to the Intended Purchaser.

EXITS AND IPO

111.1 111.1.1. Subject to Article 111.2 (Right of First Offer) and the terms herein, Limited trade Sale
at anytime after June 1, 2021, for a period of twenty four (24) months from
the Relevant Date (“Limited Trade Sale Period”), each of the Investors
shall have the right to Transfer all or part of the Investor Shares held by it to
a Third Party Transferee by conducting a limited trade sale process
(“Limited Trade Sale”). The Limited Trade Sale shall be subject to each of
the following terms and conditions:

(a) Transfer of Investor Shares shall not be to a Competitor (as defined

below);

492
(b) All Transfers shall be subject to provisions of Article 111.2 below;

(c) Subject to the relevant Investor having notified the Company in relation
to execution of a non-binding term sheet with the Transferee for the sale
of relevant Investor Shares the Company shall, subject to compliance
with Applicable Law, provide all reasonable support and cooperation on
a timely basis, in terms of access to data room for diligence, provision
of relevant information and access to relevant members of the
management, to facilitate the Limited Trade Sale. It is clarified that the
Company shall not be required to prepare management presentations,
information memoranda and/or business plans for the Limited Trade
Sale;

(d) The Company and the relevant Investor shall use best efforts to complete
the entire Limited Trade Sale process within one hundred and twenty
(120) days from the date on which the relevant Investor(s) notify the
Company of the execution of the term sheet in relation to the Transfer
pursuant to the Limited Trade Sale. Notwithstanding the foregoing: (a)
if a Limited Trade Sale process has been initiated anytime during the
Limited Trade Sale Period, but the Company has appointed a lead
merchant banker for conducting the IPO in accordance with these
Articles, the Limited Trade Sale must be completed within 30 (thirty)
days from the appointment of such lead merchant banker; and (b) if the
Company has appointed a lead merchant banker for conducting the IPO
in accordance with Article 111.6.2, a Limited Trade Sale process may
be initiated only in the manner set out in Article 111.6.2.

(e) Each Investor shall be entitled to run one (1) Limited Trade Sale Process
individually and additionally, each Investor shall collectively with one
or more Investors be entitled to run one (1) Limited Trade Process.

(f) if reasonably necessary for the completion of the Limited Trade Sale,
the Company agrees in good faith that it shall provide such customary
representations, warranties and corresponding indemnities with respect
to the operations of the Company, as may be reasonably requested by
such third-party purchaser, subject to customary limitations and
qualifications. Provided however, none of the Investors shall be required
to make any business related representations and warranties, provide any
covenants or undertakings, grant any indemnifications (in relation to
such business related representations and warranties) other than
fundamental representations (with corresponding indemnities and
subject to customary limitations and qualifications) relating to the clear
and marketable title of the Investor Shares held by the relevant Investor
and due authority and capacity to hold and Transfer the said Investor
Shares in such sale;

(g) No more than two (2) Transferees shall participate in a Limited Trade
Sale process run by an individual Investor, provided however, in the
event the Investors collectively hold a Limited Trade Sale process, in
accordance with this Article 111.1.1, up to six (6) Transferees may
participate at the same time. For the purpose of this sub-Article
participation by a Transferee shall mean signing of a non-binding term
sheet with the Investor or Investors; and

(h) All costs (except the costs incurred in relation to the due diligence as
hereinafter mentioned) incurred in carrying out the Limited Trade Sale
process, including costs related to fees of merchant banker/broker and/or
legal advisors shall be borne solely by the Investors. All costs in relation
to the due diligence of the Company shall be borne by the Company,
which shall not exceed Indian Rupees Forty lakhs (INR 40,00,000) per

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 Limited Trade Sale process. Any costs for due diligence over and above
Indian Rupees Forty lakhs (INR 40,00,000) shall be borne by the
Investors. It is hereby agreed that any appointment of any due diligence
agency shall be mutually agreed between the Investors and the
Company.
111.2 I. In the event if any Investor proposes to Transfer all or any portion of Right of First
the Investor Shares held by it, the concerned Investor(s) ("Selling Offer("ROFO")
Investor(s)") shall first deliver to the Promoter a written notice offering
to sell to the Promoter the number of Equity Securities proposed to be
Transferred ("Offered Shares") with a copy of such notice to the
Company, provided that a mere failure to provide such notice to the
Company shall not constitute a breach of such Investor’s obligations
hereunder. Within a period of thirty (30) Business Days from the
receipt of such notice ("Notice Period"), the Promoter shall inform the
Selling Investor in writing ("Purchase Notice") the Promoter’s
intention to purchase all (and not less than all) the Offered Shares and
the price at which the Promoter intend to complete such purchase
("Purchase Price").

II. If the Promoter has delivered the Purchase Notice prior to the expiry of
the Notice Period, the Selling Investor(s) shall be entitled, at their
option, to require the Promoter to purchase all (but not less than all) the
Offered Shares at such Purchase Price by issuing an acceptance notice
to the Promoter ("Acceptance Notice") within thirty (30) Business
Days of receipt of the Purchase Notice. In such event, such sale shall,
subject to Article [Link] below, be completed within a period of sixty
(60) days from the date of receipt by the Promoters of the Acceptance
Notice (or such further date as may be mutually agreed between the
Selling Investor(s) and the Promoters) and if the purchase is not
completed within such sixty (60) day period, then, without prejudice to
the Investors’ other rights, the Selling Investor(s) shall thereafter be
entitled to sell the Offered Shares to any other Person on such terms
and conditions as the Selling Investor(s) may deem fit. It is agreed that
if any regulatory approval required for sale of the Offered Shares to the
Promoter has not been received within such sixty (60) day period, then
such period shall be extended by a further period of not exceeding sixty
(60) days, failing which the provisions of Article [Link] shall apply.

III. If the Promoters have delivered a Purchase Notice within the Notice
Period but the Selling Investor(s) chooses not to accept the Purchase
Price set out in such Purchase Notice, then the Selling Investor(s) shall
thereafter be entitled to Transfer up to all the Offered Shares to any
other Person at a price which is higher than the Purchase Price. Such
sale shall be completed within one hundred eighty (180) days of the
receipt of the Purchase Notice failing which the provisions of Article
[Link] shall apply de novo to any Transfer of Equity Securities by
the Selling Investor.

IV. If (A) the Promoters fail to provide the Selling Investor(s) with a
Purchase Notice within the Notice Period, or (B) the Selling Investor(s)
does/do not receive payment in full of the Purchase Price for all the
Offered Shares prior to the expiry of sixty (60) days from the delivery
of the Acceptance Notice (or as period may be extended for obtaining
requisite regulatory approvals for a further period not exceeding sixty
(60) days), then the Selling Investor(s) shall thereafter be entitled to
Transfer up to all the Offered Shares at any price to any Third Party
(not being a Competitor).

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 V. Each Party shall comply with the Applicable Laws in respect of any
Transfer pursuant to this Article 111.2

111.3 (a) Subject to Article 111.2 (Right of First Offer), each of the Investors Transfers by Investors
shall have the right to Transfer all or part of the Investor Shares held
by it to a Third Party, provided that such Transferee is not a Competitor.

(b) For purposes of this Article 111, “Competing Business” shall also
include the business of owning and/or operating hospitals and
“Competitor” shall be construed accordingly for the purposes of this
Article 111. Provided that it is agreed that no Person shall be construed
as a Competitor for purposes of this Article 111 unless such Person or
an Affiliate of such Person has revenues of at least USD 5,000,000
(Five Million Dollars) (or its equivalent) from Competing Business
and/or business of owning and/or operating hospitals in the then
immediately preceding financial year. The Investors further agree that
if the annual consolidated revenues of the Company from the business
of contract research at any time becomes equal to or greater than thirty
three percent (33%) of the annual consolidated revenues of the
Company at the time of a proposed sale of Investor Shares by an
Investor, then such contract research business will be deemed to be
included within the scope of “Competing Business” for purposes of this
Article 111 and the term “Competitor” shall be construed accordingly.

(c) Where a Transferee is not a Competitor, but holds ten percent (10%) or
more of the share capital of a Person engaged in any Competing
Business, the rights of the Investors as provided in Article 81 (Board
of Directors), Article 92 (Investor Consent Rights), Article 110
(Transfer Restrictions on Promoter), Article 111 (Exits and IPO),
Article 112 (Pre-Emptive Rights), and Article 113 (Information,
Reporting and Inspection Rights) of these Articles shall not be
transferable to such Transferee.

(d) The Investors shall not create any Encumbrance on the Investor Shares
held by them.

(e) No Transfer of any Investor Shares by any Investor to any Transferee

shall be effective until (A) such Transferee has executed a Deed of
Accession and the Investor has provided the Company and the other
Parties an original Deed of Accession duly signed by such Transferee
except in cases where the Transferee is already a Party to the
Shareholders Agreement; (B) the Transfer complies in all respects with
the other applicable provisions of these Articles; and (C) the Transfer
complies in all respects with the provisions of Applicable Law and the
Charter Documents. Any Transfer by Investors of their respective
Investor Shares in contravention of the provisions of these Articles
shall be void.

(f) An Investor may assign all its rights, other than as expressly provided
in these Articles, to a Transferee of the Investor Shares held by it,
provided that if an Investor sells only a part of the Investor Shares held
by it and pursuant to such Transfer, such Investor as well as such
Transferee/s hold any Investor Shares, the rights currently exercisable
by the relevant Investor/s under the Transaction Documents shall at all
times be exercised by the relevant Investor and its Transferees on a
proportionate basis (to the extent that such rights are capable of being
exercised pro-rata) and to the extent that such rights are not capable of
being exercised pro-rata (which for the avoidance of doubt includes the
right to appoint Director or Observer in accordance with Article 81.2,

495
 the rights related to constitution of quorum in accordance with Article
81.10 and the right to provide consent in respect of Reserved Matters
in accordance with Article 92.1) shall be exclusively exercised by the:
(a) Investor if such Investor has transferred less than fifty percent
(50%) of its Investor Shares to such Transferees; (b) Transferee if such
Investor has transferred more than fifty percent (50%) of its Investor
Shares to such Transferee, provided however, where any Investor has
transferred more than fifty percent (50%) of its Investor Shares to two
(2) Transferees, the relevant rights shall be exercised by the Investor or
the Transferee holding the highest number of Investor Shares. Further,
all obligations of the Investors under the Transaction Documents shall
also be assumed by such Transferee(s) pursuant to a Transfer of any
Investor Shares.

For the avoidance of doubt, it is hereby clarified that where any

Investor proposes to sell a part (and not all) of the Investor Shares held
by it ("Partial Transfer"), such Investor shall subject to the foregoing,
have the option to either assign its rights (i) in not more than two (2)
Partial Transfers or (ii) to a maximum of two (2) Transferees.

(g) Notwithstanding any provisions contained in these Articles, the Parties

agree that upon a whole or part Transfer of the Investor Shares by an
Investor to a Transferee, the Transferee shall not be entitled to (i)
require the Company to conduct an IPO as per Article 111.6 for a period
of two (2) years from the date of such Transferee becoming a
Shareholder or the IPO Deadline Date whichever is later; or (ii)
exercise its rights under Article 111.7 (Investor Third Party Sale) for a
period of thirty (30) months from the date of such Transferee becoming
a Shareholder, provided however that notwithstanding the foregoing
such Transferee shall be entitled to participate in an IPO or a Third
Party Sale process conducted by the Company for the other Investors
in accordance with the terms of these Articles. Further, the rights of the
Investor to conduct a Limited Trade Sale as set out in Article 111.1
(Limited Trade Sale) and Put Option set out in Article 111.8 (Put
Option) hereinbelow cannot be Transferred to any Transferee and can
be exercised only by the Investor and to the extent of the Investor
Shares held by it. In case of a transfer of the Investor Shares by the
Investor to the Promoter, no rights available to the Investors under
these Articles (including but not limited to the exit rights) shall be
deemed to be assigned to the Promoters.

111.4 Notwithstanding anything to the contrary, if an Exit Event Default has Sale to a Third Party
occurred in relation to an Investor, such Investor shall be permitted to on occurrence of an
transfer its Investor Shares to a Competitor (subject to right of first offer Exit Event Default
obligations under Article 111.2) and no other restrictions (including those set
out in Articles 111.3.b and 111.3.c) shall apply. It is clarified that all other
provisions of these Articles including Article 111.2 (Right of First Offer) and
Articles 111.3 (Transfer by Investor) (other than Articles 111.3.b and
111.3.c), shall continue to apply in case of a Transfer on occurrence of an
Exit Event Default.
111.5 (a) An Investor may Transfer all or part of its Investor Shares to its Exempt Transfers
Affiliate, provided the Affiliate to whom any Investor Shares are
Transferred executes an original Deed of Accession and delivers the
same to the Company and the Promoter. The Transferor and its Affiliate
to whom the Transferor Party has transferred any of its Investor Shares
shall exercise the right in relation to the transferred Investor Shares on
a proportionate basis (to the extent such rights are capable of being
exercised pro-rata) and to the extent that such rights are not capable of

496
 being exercised pro-rata, the rights shall be exercised by either of the
Investor or such Affiliate (and not both).

(b) If a Transferee at any time ceases to be an Affiliate of the transferring

Investor, Transferee shall Transfer the Investor Shares concerned back
to the transferring Investor (or another Affiliate of such Investor),
(notwithstanding that such Transferee has executed a Deed of
Accession).
111.6 111.6.1. After the expiry of twenty four (24) months from the Relevant Date IPO
(“IPO Trigger Date”), the Company shall take all necessary actions to
facilitate an IPO in order to provide an exit to the Investors, and shall
undertake best efforts to achieve a listing of the Company, pursuant to the
same, and the Promoter undertakes to use all its respective rights and voting
powers in the Company to ensure that the Company shall achieve, an IPO by
the expiry of thirty six (36) months from the Relevant Date (“IPO Deadline
Date”) and cause the Company’s Equity Shares to be listed pursuant to such
IPO, in accordance with the provisions of this Article 111.6 (IPO). The
Parties agree that any breach of this condition should not be deemed to be a
breach of these Articles by the Company and the Investor shall not have any
claims against the Company in this regard.

111.6.2. The Company may, at any time after the Execution Date, initiate
action to facilitate an IPO (including at any time prior to the IPO Trigger
Date) and achieve listing of the Company and in such event, the provisions
set out in Article 111.6.3 to Article 111.6.8 shall also be applicable to an IPO
initiated under this Article. In the event a draft red herring prospectus has not
been filed with respect to an IPO initiated under this Article 111.6.2 within
six (6) months from the date of the appointment of the merchant banker for
the IPO, then at the written request of any of the Investors, the Company and
the Promoter shall take all necessary actions to enable the Investors to
undertake a Limited Trade Sale in accordance with Article 111.1.

111.6.3. IPO Structure

(a) The Board or a committee constituted by the Board shall run the IPO
process. The Board shall appoint a lead merchant bank. The Board
shall, based on the recommendation of the lead merchant bank, and in
good faith consultation with the Investors, determine the terms of the
IPO including the pricing of the Securities offered in IPO, quantum of
offering and split between the primary and secondary component to be
offered in the IPO. It is clarified that, notwithstanding anything
contained in these Articles, the specific consent of the Investors will
not be required for the Company to run the IPO process or undertaking
corporate actions necessary for the IPO process including, amendments
to the Charter Documents, provided however, specific consent of the
Investors shall be required for appointment of lead merchant bank in
the event that majority of the IPO is proposed to be conducted by way
of an offer for sale by the Investors.

(b) The IPO may be conducted by way of: (i) a fresh issue of Shares of the
Company; or (ii) an offer for sale by the Investors; or (iii) by way of a
combination of both.

(c) The Company will facilitate a consultation process with the Investors
prior to filing an IPO offer document, in order to mutually determine
the actual number of Equity Shares to be constituted in the offer for sale
of Secondary Shares. For the avoidance of doubt, it is hereby clarified
that, subject to the terms of the IPO as determined in accordance with
Article 111.6.3(a), each Investor shall have the right (but not the

497
 obligation) to offer upto its entire shareholding in the Company for
inclusion among the Secondary Shares being offered in any IPO.

(d) Subject to Applicable Law, all the costs and expenses of the IPO
(including inter alia payment of all costs relating to the listing and
sponsorship, underwriting fees, listing fees, merchant bankers fees,
bankers fees, brokerage, commission,) required to be paid in respect of
the IPO, shall be borne and paid by the Company except where the the
Investors are selling their securities in an offer for sale as a part of the
IPO, the cost of merchant banker appointed by the Company for the
IPO shall be borne by the relevant Investors proportionately.
Notwithstanding the foregoing, it is clarified that in relation to any IPO
of the Company, the Investors shall bear their own costs in relation to
the services provided specifically to them by their respective legal
counsels and/or financial advisors/ bankers.

111.6.4 The Shareholders and the Company will take all such steps, and
extend all such co-operation to each other and the lead merchant bank,
underwriters and others as may be required for the purpose of completing the
IPO, in accordance with the provisions of Applicable Law.
111.6.5 Notwithstanding anything to the contrary in these Articles, upon
the successful completion of the IPO, any and all rights of the Investor
under these Articles including the exit rights set out under Article 111 shall
fall away and cease to have effect immediately and automatically (without
any further action or deed).

111.6.6 Co-operation for IPO

The Promoter shall take all actions as may be reasonably required for the
achievement of IPO of the Company including executing additional
undertaking and confirmations and voting in favour of relevant resolutions.
Each Investor agrees to exercise its voting rights in favour of any resolution
approving an IPO proposed by the Company in accordance with these
Articles (including amendment to the Charter Documents necessary for
compliance with Applicable law) and to provide representations and
warranties in relation to the title to any Equity Shares being sold by such
Investor in such IPO. No Investor shall be obliged to make any other
representations or warranties in connection with an IPO, other than in
respect of accuracy of information in relation to an Investor provided by
such Investor and Investor’s title to the respective Investor Shares being
offered.

111.6.7 Indemnification

To the extent permitted by Applicable Law, the Company shall indemnify

and hold harmless each Investor, and each of its respective officers,
directors, employees and consultants, and legal advisers from and against
any loss, claim or liability (and any actions, proceedings or settlements in
respect thereof) arising out of or based on: (i) any untrue statement of a
material fact contained in any prospectus, offering circular, or other
offering document relating to any IPO; (ii) any failure to state therein a
material fact necessary to make the statements therein not misleading; and
(iii) any violation of Applicable Law (including but not limited to, securities
laws and exchange requirements applicable to any IPO or subsequent public
offerings), provided that any untrue statement as per (i) above does not arise
out of information in relation to any Investor that has been provided by such
Investor or any failure to state therein a material fact; and as per (ii) above
does not arise due to any information withheld by such Investor.

111.6.8 Investors not to be Deemed Promoters

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 Subject to Applicable Law, the Parties agree that none of the Investors shall
be deemed to be a promoter of the Company for the purpose of any IPO or
subsequent public offering and none of the Equity Shares and Share
Equivalents held by any of the Investors shall be subject to any statutory or
regulatory moratorium imposed upon promoters in connection with such
IPO or subsequent public offering, and no declaration or statement shall be
made that may result in any of the Investors being deemed a promoter,
either directly or indirectly, in filings with any Authority, offer documents
or otherwise, with a view to ensuring that restrictions under Applicable Law
relating to promoters do not apply to the Investors, each of which is a
financial investor in and not a promoter of the Company.”
111.7 111.7.1. Subject to Article 111.2 (Right of First Offer) and the terms herein, Investor Third Party
if the Company has not undertaken necessary steps towards Sale
consummation of the IPO in accordance with these Articles and a
draft red-herring prospectus has not been filed in respect thereto
by the expiry of thirty (30) months from the Relevant Date, the
Investors (the "Exiting Investors”) shall have the right to issue a
written notice to the Company (“Third Party Sale Notice”) to
initiate a process to identify a suitable buyer for all or a portion of
the respective Investor Shares of each Investor, at its option (the
"Exit Shares"). Upon receipt of the Third Party Sale Notice, if
necessary, the Company shall engage a merchant bank to identify
a suitable buyer for all or a portion of the Exit Shares (a "Third
Party Sale").

111.7.2 The Third Party Sale Notice from an Exiting Investor shall specify
the number of Equity Shares and/or Share Equivalents the Exiting
Investor wishes to sell. A Third Party Sale may be structured as a
sale of the Exit Shares to other shareholders of the Company or to
such Third Parties acceptable to the Exiting Investors that the
Exiting Investor/s or the Company or the merchant bank may
identify. Notwithstanding anything contained in these Articles, the
Company and the Promoter shall have the right to facilitate the
Investors an exit by way of a Third Party Sale at any point in time,
subject to the underlying terms of the Third Party Sale being
acceptable to the Investors. It is hereby clarified that any rejection
or non-participation by any Investor in any Third Party Sale shall
not dilute any other exit rights available such Investor under these
Articles.

111.7.3 Transfer by the Investor shall be subject to the provisions of Article

111.3 (Transfers by Investors). The costs of the vendor due
diligence, if any, shall be borne by the Company. The costs of any
merchant bankers, consultants or advisors appointed by the
Investors shall be borne solely by the Investors.

111.7.4 If reasonably necessary for the completion of the Third Party Sale,
the Company agrees in good faith that it shall provide such
customary representations, warranties and corresponding
indemnities with respect to the operations of the Company, as may
be reasonably requested by such third-party purchaser, subject to
customary limitations and qualifications. Provided however, none
of the Investors shall be required to make any business related
representations and warranties, provide any covenants or
undertakings, grant any indemnifications (in relation to such
business related representations and warranties) (other than
fundamental representations (with corresponding indemnities
subject to customary limitations and qualifications) relating to the

499
 clear and marketable title of the Investor Shares held by the
relevant Investor and due authority and capacity to hold and
Transfer the said Investor Shares in such sale).
111.8. 111.8.1. Upon occurrence of a Put Option Trigger Event and there being no Put Option
ongoing Third Party Sale process:

(a) each Investor shall have the right, but not an obligation, to deliver a
written notice (“Put Option Notice”) to the Promoter, only within the
Put Option Exercise Period and not thereafter, informing the Promoter
that it wishes to sell all but not less than all of the Investor Shares then
held by it (“Put Option Shares”) to the Promoter or any Identified Person
(“Put Option”); and

(b) the Promoter or any Identified Person shall purchase the relevant Put
Option Shares at the Put Option Price. It is hereby clarified that the Put
Option as available to the Investors under these Articles is in addition
to, and not in derogation of all other rights and remedies available to
each Investor under Applicable Law.

111.8.2 The Parties hereby agree that the Investors shall have the right to
issue the Put Option Notice at any time only during the relevant
Put Option Exercise Period and not anytime thereafter, provided
however that the Investors cannot issue a Put Option Notice in case
Third Party Sale process is on-going. For the purpose of this
Article 111.8, ongoing Third Party Sale process shall mean that the
Investor has provided a Third Party Sale Notice and has not
withdrawn it in writing before providing a Put Option Notice. For
the avoidance of doubt, an Investor shall have the right to provide
a Put Option Notice at any time after the occurrence of a Put
Option Trigger Event and during the Put Option Exercise Period
but not thereafter, subject to it withdrawing the Third Party Sale
Notice in case such notice has been served by such Investor.

111.8.3 Subject to the Applicable Law and Article 111.8.4 below, the price
(“Put Option Price”) payable by the Promoter or any Identified
Person for the Put Option Shares shall be the Fair Market Value of
the Put Option Shares as certified by a Valuer.

111.8.4 Procedure for Valuation

(a) In the event of an Investor exercising the Put Option right under these
Articles, within ten (10) days of the issuance of the Put Option Notice,
the Promoter and the relevant Investors shall jointly appoint Valuer to
determine the Fair Market Value of the Put Option Shares. It is
clarified that the Valuer shall be acting as an independent and neutral
expert.

(b) Within forty (40) days of the issuance of the Put Option Notice, the
Company shall and the Promoter shall cause the Company to provide
a valuation business plan of the Company as approved by the Board
(including a majority of the Independent Directors) to the Valuer. A
copy of such valuation business plan shall also be delivered to each
Investor that has exercised the Put Option. It is hereby clarified that
for purposes of this Article 111.8.4(b), the Investor Directors shall be
deemed to be Independent Directors and shall be included in order to
determine whether a majority of Independent Directors have approved
the valuation business plan.

500
(c) Each of the Company and the Promoter unconditionally and
irrevocably agrees that the Valuer shall determine the Fair Market
Value on the basis of the Valuation Business Plan delivered by the
Company pursuant to this Article 111.8, the most recent financial
statements, industry/market information and comparable, and such
other information and clarifications as may be deemed necessary,
appropriate or advisable by the Valuer for the purposes of determining
the Fair Market Value of the Put Option Shares (“Additional
Information”). The Company and the Promoter shall promptly
deliver, or cause to be delivered, such other Additional Information as
may be required by the Valuer provided that any such Additional
Information shall also be provided to each Investor that has exercised
the Put Option. Further, each Investor shall have the right to hold
meetings with the Valuer and provide/seek inputs in respect of the
Valuation Business Plan and/or the Additional Information. The
Company and the Promoter shall take all steps within their control to
ensure that the Fair Market Value is determined within thirty (30) days
of the delivery of the Valuation Business Plan. The Fair Market Value
determined by the Valuer shall be final and binding on all Parties.

(d) The fees, costs and expenses of the Valuer shall be borne by the
Company.

(e) Notwithstanding anything to the contrary in these Articles, no party to

the Shareholders Agreement shall be construed or deemed to be in
breach of any confidentiality or non-disclosure requirements under
these Articles or any other agreement executed by or exchanged
between any or all parties hereto on account of such party providing
any information or documents to the Valuer, including the valuation
business plan or Additional Information, in accordance with this
Article 111.8.4.

111.8.5. Subject to Applicable Law, upon the receipt of the Put Option
Notice by the Promoter during the Put Option Exercise Period,
the Promoter shall be under an obligation to purchase the Put
Option Shares from the Investors delivering the Put Option
Notice (“Exercising Investor”), either by itself or through
Identified Person, at the Put Option Price.

111.8.6 Completion of the Transfer of Put Option Shares by the

Exercising Investor to the Promoter or any Identified Person (as
the case may be) shall take place on the first Business Day after
the expiry of sixty five (65) days from the date of determination
of the Fair Market Value of the Put Option Shares by the Valuer
unless the Promoter and the Exercising Investor mutually agree
otherwise (such date of completion, the “Settlement Date”).

111.8.7 On the Settlement Date, each Exercising Investor shall deliver

to the Promoter or any Identified Person (as the case may be) the
Put Option Shares (free of all Encumbrances and any other rights
of third parties, except in accordance with any provision of these
Articles). For the purposes of the completion of such Transfer of
Put Option Shares, the Exercising Investor shall deliver duly
executed delivery instruction slips for such Put Option Shares,
instructing the depository participant to Transfer such Put
Option Shares in favour of the Promoter or any Identified Person
(as the case may be). The Put Option Shares shall be free and
clear of any Encumbrance and any other rights of third parties
(except in accordance with any provision of these Articles) and
the Exercising Investor shall expressly represent and warrant to

501
 that effect and also warrant that it is the sole beneficial and legal
owner of the Put Option Shares and no Encumbrance is created
on the Put Option Shares. The Promoter or any Identified Person
(as the case may be) shall, simultaneously, deliver at such
completion, payment in full of the Put Option Price net of
withholding taxes as per Applicable Law, in connection with the
Transfer of Put Option Shares. At such completion, all of the
parties to the transaction shall execute such additional
documents as may be necessary or appropriate to effect the
Transfer of Put Option Shares to the Promoter or any Identified
Person.

111.8.8 Each Exercising Investor shall be entitled to any dividends,

distributions or return of capital relating to the Put Option Shares
that were declared or otherwise had a record date on or before
the Settlement Date to the extent such dividends, distributions or
return of capital were not factored in for valuation/determination
of Fair Market Value for purposes of the Put Option Price.

111.8.9 Notwithstanding anything to the contrary, within 7 (seven)

Business Days of determination of the Fair Market Value by the
Valuer, any Investor that has exercised the Put Option shall have
the right, at its discretion, to withdraw the Put Option Notice. It
is clarified that such Investor shall not have the right to re-
exercise such Put Option and it shall be deemed that a Non-
Exercise Event has occurred in relation to such Investor for
purposes of these Articles.

111.8.10 The obligations of the Promoter hereunder are irrevocable and

shall not be terminated, suspended or affected in any manner by
the deterioration of the Promoter’s/Company’s financial
situation, the interruption of the Promoter’s/Company’s
operations, the insolvency of the Promoter/Company, the filing
of any bankruptcy proceeding or any similar proceeding by or
against the Promoter/Company or any other circumstances
whatsoever.

111.8.11 The Promoter shall take all such action and do, perform, execute
and deliver, in a due and expeditious manner, all acts, deeds and
documents as shall be necessary from time to time to cause the
effective performance of the Promoter’s obligations, including
voting or providing a written consent with respect to any of the
voting shares, rights or interests of the Company in order to
adopt or reject any corporate or shareholder resolutions
necessary to effect the provisions of these Articles and making,
or causing to be made, all governmental, regulatory and
administrative filings with any appropriate Authority, and
undertaking all other procedures or formalities, as required to
effect the provisions of these Articles. Further, the Company
shall take all such action and do, perform, execute and deliver,
in a due and expeditious manner, all acts, deeds and documents
as shall be necessary from time to time to cause the
consummation of the transactions contemplated under these
Articles. The Investors shall cooperate with the Promoter and
take all actions as may be reasonably required and within their
control to ensure completion of the relevant Put Option.

111.8.12 The Promoter and/or the Company undertake that upon the
occurrence of a Put Option Trigger Event, they shall
immediately (but no later than five (5) Business Days from the

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 date of such occurrence), inform the Investor of such occurrence,
including providing all relevant details of such event.

111.8.13 Without prejudice to the remedies available to the Investors

under these Articles or otherwise, if the Promoter fails to make
payment of the applicable consideration by the Settlement Date
as specified pursuant to these Articles, then the Promoter shall
pay to each Investor, in Rupees on demand, at a bank account
designated by each Investor, a late payment charge which will
accrue at a rate per annum of 300 bps above the Prime Lending
Rate of the State Bank of India on the amount required to be paid
to the Investors under Article 111.8, such late payment charge to
accrue daily from (and including) the Settlement Date until (but
excluding) the date the Put Option Price is paid in full prorated
on the basis of a 360-day year for the actual number of days
elapsed. If pursuant to a default as described under this Article
111.8.13, the Investor Transfers the Put Option Shares to a third
party, then the default interest as specified in this Article
111.8.13 shall cease to accrue with effect from the date of such
Transfer.”

PRE-EMPTIVE RIGHTS
112.1 (a) Save as exempted under Article 112.2 below, in the event the Company Anti– Dilution
is desirous of issuing any Equity Securities ("New Securities") by way
of preferential allotment other than to a Strategic Investor ("New
Issuance"), then subject to Applicable Law, each of the Investors, the
Promoter and the other shareholders of the Company (each a "New
Issuance Offeree") shall have a right, to subscribe to the New Issuance
("Pre-emptive Right") in proportion to their shareholding in the
Company on an As-if-Converted Basis and Fully Diluted Basis at the
time of such New Issuance.

(b) The Pre-emptive Right shall be offered by the Company by issuing a

written notice to each of the New Issuance Offerees ("Issuance
Notice") setting forth in detail the terms of the New Issuance, including
the New Issuance price ("Issuance Price"), the proposed date of
closing of the New Issuance and the number of New Securities
proposed to be issued ("Issuance Shares").

(c) If a New Issuance Offeree wishes to exercise its Pre-emptive Right

("Accepting Offeree"), then the Accepting Offeree shall inform the
Company in writing within a period of thirty (30) days from the date of
the Issuance Notice ("Subscription Period") that it wishes to exercise
its Pre-emptive Right and the number of Issuance Shares in respect of
which it wishes to exercise its Pre-emptive Right ("Accepting Offeree
Shares"). Thereafter on the closing date for the New Issuance, each
Accepting Offeree shall pay for and subscribe to the relevant Accepting
Offeree Shares at the Issuance Price and on the terms and conditions
set out in the Issuance Notice. Subject to the receipt of the payment
against exercise of the Pre-emptive Right by each Accepting Offeree,
the Company shall allot and issue the relevant Accepting Offeree
Shares to each such Accepting Offeree on the date of closing of the
New Issuance as stated in the Issuance Notice. If after the expiry of
Subscription Period, any portion of the New Issuance offered to the
New Issuance Offeree remains unsubscribed for any reason
("Unsubscribed Portion"), the Company shall offer such
Unsubscribed Portion to the Accepting Offerees ("Subsequent New
Issuance Offeree") at the Issuance Price and on the same terms as the
terms mentioned in the Issuance Notice within ten (10) days of the

503
 expiry of the Subscription Period and shall issue and allot the relevant
portion of the Unsubscribed Portion of the Issuance Shares to the
Subsequent New Issuance Offeree/s within ten (10) days of receiving
a written notice of acceptance from the relevant Subsequent New
Issuance Offeree/s in this regard, provided such written notice of
acceptance has been received by the Company from the relevant
Subsequent New Issuance Offeree/s within ten (10) days of such
Unsubscribed Portion being offered to the Subsequent New Issuance
Offeree. Where the acceptances from the Subsequent New Issuance
Offerees for the Unsubscribed Portion are in excess of the
Unsubscribed Portion, such Unsubscribed Portion shall be allocated to
the relevant Subsequent New Issuance Offerees (who have delivered
the notice of acceptance within the stipulated time period) pro rata to
their inter-se shareholding.

(d) In the event that any portion of the Issuance Shares remains
unsubscribed after due completion of the above procedure as provided
in Article 112.1(a) to Article 112.1 (c), then the Board shall have the
discretion to allot such shares to any Third Party, on terms that are the
same (or in any event, not more favourable than) as set forth in the
Issuance Notice, provided, however, that such Third Party is not the
Promoter or an Affiliate of the Promoter and the identity of such
proposed Third Party shall be duly disclosed to the Investors at least
fifteen (15) days prior to such issuance and allotment.

(e) Subject to Article 112.3, each of the Investors and the Promoter hereby
acknowledge that their respective shareholding shall be diluted if any
of the Investors or the Promoter fails to exercise its Pre-emptive Right
for the maximum number of New Securities to which it is entitled
hereunder or fails to subscribe to such New Securities in accordance
with Article 112.1.

(f) The Company shall not issue any New Securities under this Article
112.1 and no Issuance Notice will be issued under Article 112.1 (b) if
the Investors have objected to such issuance in accordance with Article
92.3. In case, the Investors have not objected to issuance of such New
Securities as above, then the Company shall be free to issue and allot
such New Securities as per this Article 112.1 (including issuance and
allotment of Unsubscribed Portion to Third Party).

112.2 The Promoter and the Investors shall not be entitled to any Pre-emptive Right Exceptions to Pre-
as set out in this Article 112 in the following cases: emptive Right

(a) Issue of Equity Securities in accordance with the ESOP Plan;

(b) Issue of Equity Shares pursuant to IPO;

(c) Issue of Equity Securities to a Strategic Investor and conversion thereof
(if applicable);

(d) Issue of New Securities by way of bonus issues, stock split,

consolidation, subdivision or other share reorganisation;

(e) Issue of New Securities by way of rights issue, merger, demerger,

amalgamation or other similar corporate action;

(f) Conversion or exercise of any outstanding Share Equivalents as of June

12, 2012 and that have been duly disclosed to the Investors prior to the
IFC Subscription or the NJBIF Subscription or conversion of the Share
Equivalents issued pursuant to Schedule 1 of these Articles; or

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 (g) Issuance of any shares to any Investor pursuant to any adjustment
mechanism implemented pursuant to Article 112.3 (b).

For the avoidance of doubt, it is hereby clarified that in certain such

events as described above (i.e., pursuant to the events listed at Article
112.2 (a), 112.2 (c) and Article 112.2(g), shareholding of the Investors,
Promoters and any other shareholder of the Company may stand diluted
to the extent of such issuance (further such dilution may also occur
pursuant to the events listed at Article 112.2 (b) and rights issues under
Article 112.2 (e) above).

112.3 (a) Save as provided hereinafter and Article 112.3 (c), the terms and Terms and Conditions
conditions of any offer of New Securities to any Person, including of New Securities
those relating to exit rights, affirmative rights, anti-dilution rights and
obligation for offer for sale in an IPO shall not be more favourable than
the rights of the Investors under these Articles. In the event more
favourable terms relating to such rights, are to be offered to any Person
(including to any Investor), such favourable terms and conditions shall
also be extended to the Investors.

(b) If the issuance of any New Securities by the Company is at a price

lower than the Investor Entry Price Per Share paid by any Investor
("Diluted Investor") (it being agreed that if any CCPS are outstanding
at time of such New Issuance, the relevant price applicable to the CCPS
for purpose of Article 112.3 (b) and Article 112.3 (c) shall be the
Reference Price), then such issuance of New Securities shall be
completed only if the Company is able to implement such mechanism
that is permitted by Applicable Law and is reasonably acceptable to
such Diluted Investor and which suitably adjusts the Investor Entry
Price Per Share for such Diluted Investor downwards to the price at
which the New Securities are proposed to be issued. If (A) the
Company is unable to make such downward adjustment in price for the
benefit of the Diluted Investor for any reason or (B) in the reasonable
opinion of any of the Diluted Investors, the proposed mechanism would
be contrary to any requirement or provision of Applicable Law, then
such proposed issuance of New Securities to a Third Party by the
Company may be undertaken by the Company only upon obtaining the
prior written consent of each such Diluted Investors (which shall not
be unreasonably withheld).

It is hereby clarified that the provisions of Article 112.3 (b) shall not
apply to any issuance of Equity Shares specified in Article 112.2 (a),
Article 112.2 (b), Article 112.2 (d), Article 112.2 (f) or Article 112.2
(g). It is hereby further clarified that for the purpose of computation of
Investor Entry Price Per Share for the purpose of the Articles 112.3 (b)
and 112.3 (c), the Equity Securities already issued to the relevant
Investors under Article 112.3 (b) or Article 111.5 (a) (ii) shall not be
considered.

(c) The provisions of Article 112.3 (a) shall not apply to issuance of New
Securities to a Strategic Investor and the Company may offer to the
Strategic Investor terms and conditions more favourable than those
offered to the Investors other than in respect of Issuance Price of New
Securities. However, if the issuance of New Securities to a Strategic
Investor by the Company is at a price lower than the Investor Entry
Price Per Share, then provisions of Article 112.3 (b) shall apply mutatis
mutandis.

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 (d) If the Company makes an issuance of any Equity Securities to a
Strategic Investor and if such Strategic Investor wishes to Transfer any
such Equity Securities prior to an IPO or prior to the Investor Exit Date,
then:

(i) such exit shall not be provided by the Company and the Company
shall not bear any costs in relation to the same;
(ii) such exit shall not be facilitated by the Company except for the
limited purposes of due diligence or provision of information that
is in relation to such proposed Transfer; and
(iii) such Transferring Strategic Investor shall not Transfer any of the
rights provided to it (which are preferential to the rights of the
Investors under the Transaction Documents) unless the
Transferee is another Strategic Investor.

The provisions of this Article 112.3 (d) shall not apply if a Non-Exercise
Event occurs in relation to all Investors.

INFORMATION, REPORTING AND INSPECTION RIGHTS

113.1 (a) Annual Business Plan

No later than sixty (60) days after commencement of each Financial Financial Information
Year or the meeting of the Board approving the annual Business Plan and Records
(whichever is earlier), the Company shall prepare and submit to the
Investors the annual Business Plan duly approved by the Board. The
annual consolidated Business Plan of the Company and its Key
Subsidiaries and Key Joint Ventures shall be approved by the Board
annually and updated / revised at the time of approving any (a)
expansion other than any capital/debt expansion (not already provided
for in the annual Business Plan) to the extent of an aggregate of Rupees
Ten Crores (Rupees 100,000,000) in a Financial Year; and (b)
operating expenses (not already provided for in the annual Business
Plan) to the extent of an aggregate of Rupees Two Crores (Rupees
20,000,000) in a Financial Year. The annual Business Plan shall
comprise the annual operating and strategic plan, which shall also
include an annual operating budget (including capital expenditure
budgets) of the Company and its Key Subsidiaries and Key Joint
Ventures, business strategy, project details (including project cost),
means of finance, and projected Financial Statements (including profit
& loss account, balance sheet and cash flow statements), and would
form the basis of management of the Company Business and the
business of the Key Subsidiaries and Key Joint Ventures until such time
that the same is duly updated/revised with the consent of the Board.
Any updated or revised Business Plan shall be delivered to the
Investors within ten (10) days of approval of the Board of such
updated/revised plan. The Company shall conduct, and shall procure
that each of its Key Subsidiaries and Key Joint Ventures shall conduct
their respective businesses in accordance with the applicable annual
Business Plan.

(b) Auditor

The Company shall always retain a Big Four accounting firm

acceptable to the Investors as the statutory auditors of the Company
and its Key Subsidiaries.

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 (c) Information Rights

Until the closing of an IPO, the Company shall deliver to each Investor:

(i) audited annual Financial Statements of the Company as soon as

they become available but in any event within sixty (60) Days
after the end of each Financial Year on a consolidated and an
unconsolidated basis and for each of its Key Subsidiaries and Key
Joint Ventures along with a consolidating statement, and a copy
of all management letters delivered by the Auditors to the
Company (if any), provided that: in the event that the Company
is unable to prepare such Financial Statements within the period
described above, due to circumstances beyond the Company’s
control, then in such event the Company shall provide the
Financial Statements that have undergone limited review by the
Auditor within such sixty-day period as prescribed above (and
shall provide the audited annual Financial Statements as soon as
they are approved by the Board);

(ii) limited review quarterly Financial Statements of the Company as

soon as they are approved by the Board but in any event within
sixty (60) Days of the end of each fiscal quarter on a consolidated
and an unconsolidated basis and for each of its Key Subsidiaries
and Key Joint Ventures;

(iii) monthly management information system (MIS) reports of the

Company as soon as they become available but in any event
within twenty (20) days after the end of each calendar month;

(iv) quarterly reports on the number of Equity Securities of the

Company pledged by Promoter or any Affiliate of the Promoter
or the Company;

(v) irrevocably authorize, the Auditors, from time to time, (whose

fees and expenses for such purposes shall be for the account of
the Company) to communicate directly with each of the Investors
at any time regarding the Company's financial statements
(including audited statements as well as those having undergone
limited review by the Auditors), accounts and operations, and
provide each Investor a copy of that authorization;

(vi) no later than thirty (30) days after any change in Auditors, issue
a similar authorization to the new Auditors and provide a copy
thereof to each Investor; and

113.2 Until the closing of an IPO, each of the Investors and the Promoter shall have Inspection Rights
the right, whether alone or with such legal, accounting or other professional
advisers, as it may deem appropriate (provided that each such Investor shall
bear the cost of visit and inspection by itself and/or its respective advisors),
to visit and inspect the properties of the Company and its Key Subsidiaries,
including its corporate and financial records, at such reasonable times and as
often as it may reasonably request following the provision of reasonable
notice to the Company, to examine and take copies or abstracts of the books
and records of the Company and its Key Subsidiaries, and to discuss the
business and the finances of the Company and its Key Subsidiaries with their
respective officers. However, it is hereby clarified that in the event any
copies or abstracts of the books and records of the Company or its Key
Subsidiaries are provided to Investor/its advisers pursuant to this Article
113.2, the Investors shall be to be bound and shall cause its advisers to be

507
 bound by the confidentiality obligations as agreed by and among the
Company, Investors and the Promoter in a separate agreement in writing
relating to governance, shareholder rights and obligations of the Company
in respect of such copies and abstracts.

113.3 If the Company and/or the Promoter is proposing to enter into or modify any Separate
arrangements with any one or more of the Investors pertaining to any Equity Arrangements with
Shares/Equity Securities held or proposed to be acquired by such Investor Investors
(in circumstances where all Investors are not proposed to be parties to such
arrangements) the Company shall duly inform each of the other Investors
(that are not entering into such arrangement) of such proposed arrangements
and unless otherwise agreed by the other Investors, the provisions of Article
112.3 (a) shall apply.

113.4 The Company shall on a quarterly basis place reports before the Board at Compliance Reports
meetings of the Board from duly qualified officers of the Company
appointed for this purpose, certifying compliance by the Company and each
of its Key Subsidiaries with all Applicable Laws (including but not limited
to compliance with Applicable S&E Laws and all labour laws by the
Company and the Key Subsidiaries).

113.5 The Company shall inform the Investors of the appointment and removal of Key Personnel
any of the Key Personnel of the Company and/or any of its Key Subsidiaries
and/or Key Joint Ventures within ten (10) days of such appointment/removal.

113.6 The Company shall promptly inform the Investors of: Notification

1. any material contravention of any Applicable Law by the Company

and/or any of its Key Subsidiaries and/or Key Joint Ventures on a
quarterly basis;

2. any event that can reasonably be expected to have a Material Adverse

Effect on the condition of the Company or any of its Key Subsidiaries
and Key Joint Ventures (including labour strikes, fires and technical
outage) together with a description of the event and its likely effect; and
3. all details of any litigation, arbitration or other proceedings commenced
against the Company or any of its Key Subsidiaries and Key Joint
Ventures where the claim amount is greater than INR 10,000,000
(Rupees Ten Million).

113.7 The Company shall promptly inform the Investors: Insolvency

(a) if the Company and/or any of its Key Subsidiaries and/or Key Joint
Ventures have received any notice of any winding up petition having
been made or any statutory notice of winding up under the provisions
of the Companies Act, 1956 or if a receiver is appointed for any of its
properties or business or undertaking; and

(b) of the happening of any labour strikes, lockouts, shutdowns or fires

which have and/ or are likely to have a Material Adverse Effect on the
(i) Company and/or (ii) profits or business of any of its Key
Subsidiaries or Key Joint Ventures, with an explanation or the reasons
therefor.

114 COMPANY AND PROMOTER OBLIGATIONS

114.1. The Promoter shall vote all of its Equity Shares and shall exercise Exercise of rights
all of its rights and powers as a member of the Company, and shall

508
 cause all Directors under its control or influence to vote and to
exercise all of their rights and powers as Directors, so as to give
effect to the provisions of, and to comply and to cause the
Company to comply with their respective obligations under these
Articles.
114.2.1. Subject to Article 114.2.3, the Promoter hereby covenants with the Non-Compete
Company and the Investors that it shall not and ensure that its
Affiliates shall not, during the Term of the Shareholders
Agreement, be engaged or interested in, or carry on the Company
Business in India, directly or indirectly, through any entity other
than the Company or its Subsidiaries. During the Term of the
Shareholders Agreement, acquisition of any entity engaged in
Company Business in India or development of any business
competing with the Company Business by the Promoter (and/or its
Affiliates) shall be done exclusively through the Company or its
Subsidiaries. The Promoter shall be entitled to carry on, whether
directly or indirectly, through any entity, the Company Business
outside India, without any restriction, provided, however, that the
Promoter shall not vote in favour of any matter as a shareholder in
the Company or at any meeting of the Board that will restrict the
Company Business outside India.

114.2.2. Notwithstanding the provisions of Article 114.2.1 and subject to

Article 114.2.3, the Promoter and/or its Affiliates can continue to
provide pathology, radiology and diagnostic services that are
presently exclusively provided within the hospital and/or any other
ambulatory care premises operated by the Promoter and/or
Affiliates. It is hereby agreed that any third-party service provider
engaged by Promoter and /or its Affiliates for this purpose shall not
include IHH or any of its Affiliates (other than the Promoter or
Affiliates Controlled by the Promoter).

114.2.3. For purposes of this Article 114.2, Affiliates of the Promoter shall
not include IHH or any of its Affiliates (other than the Promoter or
Affiliates Controlled by the Promoter).”

114.3. All agreements and transactions between the Company, its Key Related Parties
Subsidiaries and Key Joint Ventures and any and all Persons
including those with Related Parties shall be on an arms length basis
and notice of all agreements and transactions between the Company,
its Key Subsidiaries and Key Joint Ventures with Related Parties,
with the complete terms of each such transaction shall be provided to
the Investors and the Investor Directors within ten (10) days of
submitting the same to the Audit Committee and in the same format
as provided to the Audit Committee. All agreements and transactions
with Related Parties shall be reported to the Board on a quarterly
basis.

115 INVESTORS OBLIGATIONS

115.1 The Investors shall not take any actions that are inconsistent with these Actions by Investors
Articles.

115.2 1. NJBIF and Resurgence shall not, and shall cause their Subsidiaries and Right to Invest
any special purpose vehicles set up by them, to not invest in any Person
engaged in any Competing Business directly or through its subsidiaries.

509
 If the annual consolidated revenues of the Company from the business
of contract research (as carried on by the Company from time to time)
becomes equal to or greater than thirty three percent (33%) of the annual
consolidated revenues of the Company at the time of a proposed
investment by NJBIF and/or Resurgence, then such contract research
business will deemed to be included within the scope of "Competing
Business" for purposes of this Article 115.2. Any investment already
made prior to such time by NJBIF and/or Resurgence in any entity
engaged in contract research shall not be affected by this paragraph.

Provided that, notwithstanding that the revenues of the Company from

contract research are below the level stipulated in the preceding
paragraph, if either of Resurgence or NJBIF make any investment in
any other Person conducting such business of contract research, then
such Investor shall ensure that any person nominated by it as an Investor
Director pursuant to these Articles is not a director of such other Person
or its Affiliates.

2. Notwithstanding anything to the contrary, for purposes of this Article

115.2, a Person shall be construed as being engaged in a Competing
Business only if the revenues of such Person and its Affiliates from
Competing Business constitutes at least 20% of the consolidated total
revenues of such Person and its Affiliates.

3. IFC and/or their respective Affiliates may invest from time to time, in
any Person engaged in Competing Business, provided that any
information of the Company and/ or its business and of Company’s
Affiliates received by IFC and/or its Affiliates, as the case may be, shall
not be shared with such Person (engaged in a Competing Business) or
its representatives, without the prior written consent of the Company.

OVERRIDING ARTICLES
116 1. In the event of any inconsistency between the provisions of the
Overriding Articles and any other provisions of these Articles, the terms
of the Overriding Articles shall apply.
2. The Overriding Articles shall terminate upon the occurrence of any of
the following events:

(a) the voluntary or involuntary liquidation, dissolution or winding up of

the Company; or

(b) completion of an IPO, as per Applicable Law and accepted practice of

SEBI and the relevant stock exchanges, provided, however, that subject
to Applicable Law, the policy and policy reporting covenants contained
in a separate agreement relating to governance and shareholder rights
and obligations of the Company by and among the Company, Promoter
and the Investors hereof shall continue to apply till such time IFC holds
any Equity Shares in the Company. As of the Effective Date, such
shareholder agreements/arrangements are required to be suspended at
the time of filing of the draft red herring prospectus and stand
terminated automatically upon the due consummation of an IPO.

3. The provisions of the Overriding Articles shall notwithstanding

anything to the contrary in these Articles, not apply to any Equity
Securities held by any Investor other than the Investor Shares.

510
 SECTION X – OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The copies of the following documents and contracts (not being contracts entered into in the ordinary course of
business carried on by our Company) which are, or may be deemed material, have been entered or are to be entered
into by our Company will be attached to the copy of the Red Herring Prospectus to be filed with the RoC. Copies
of the contracts and also the documents for inspection referred to hereunder may be inspected at our Registered
Office, from 10.00 a.m. to 5.00 p.m. on Working Days and will also be available on the website of our Company
at [Link] from the date of
the Red Herring Prospectus until the Bid/Offer Closing Date (except for such documents or agreements executed
after the Bid/Offer Closing Date).

Any of the contracts or documents mentioned in this Draft 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 reference to
the Shareholders, subject to compliance of the provisions contained in the Companies Act and other applicable
law.

Material contracts for the Offer

1. Offer Agreement dated September 29, 2023, entered into between our Company, the Selling Shareholders
and the BRLMs.

2. Registrar Agreement dated September 29, 2023 entered into between our Company, the Selling
Shareholders and the Registrar to the Offer.

3. Cash Escrow and Sponsor Banks Agreement dated [●] entered into between our Company, the Selling
Shareholders, the Registrar to the Offer, the Syndicate Members, the BRLMs and the Banker(s) to the
Offer.

4. Share Escrow Agreement dated [●] entered into between the Selling Shareholders, our Company and the
Share Escrow Agent.

5. Syndicate Agreement dated [●] entered into between our Company, the Selling Shareholders, the BRLMs,
the Syndicate Members and the Registrar to the Offer.

6. Underwriting Agreement dated [●] entered into between our Company, the Selling Shareholders and the
Underwriters.

Material documents

1. Certified copies of the Memorandum of Association and Articles of Association of our Company, as
amended from time to time.

2. Certificate of incorporation dated July 7, 1995, under the name “Specialty-Ranbaxy Private Limited” issued
by the Registrar of Companies, N.C.T. of Delhi and Haryana.

3. Fresh certificate of incorporation dated December 13, 2002, pursuant to change in name of our Company
from “Specialty-Ranbaxy Limited” to “SRL Ranbaxy Limited” issued by the Registrar of Companies, NCT
of Delhi and Haryana.

4. Fresh certificate of incorporation dated August 28, 2008, pursuant to change in name of our Company from
“SRL Ranbaxy Limited” to “Super Religare Laboratories Limited” issued by the Registrar of Companies,
NCT of Delhi and Haryana.

5. Fresh certificate of incorporation dated July 6, 2012, pursuant to change in name of our Company from
“Super Religare Laboratories Limited” to “SRL Limited” issued by the Registrar of Companies, NCT of
Delhi and Haryana.

511
6. Fresh certificate of incorporation dated May 31, 2023, pursuant to change in name of our Company from
“SRL Limited” to “Agilus Diagnostics Limited” issued by the RoC.
7. Resolution of the Board of Directors dated August 4, 2023 authorising the Offer and other related matters.

8. Resolutions of the board of directors and shareholders of our Promoter dated August 4, 2023 and September
7, 2023 respectively authorising the initiation of the Offer process and other related matters.

9. Resolution of the IPO Committee dated September 29, 2023 taking on record the approval for the Offer for
Sale by the Selling Shareholders.

10. Resolution of the Board of Directors of our Company dated September 25, 2023, approving this Draft Red
Herring Prospectus.

11. Resolution of the IPO Committee dated September 29, 2023, approving this Draft Red Herring Prospectus.

12. Share Purchase Agreement dated March 24, 2021, by and between DDRC Agilus Pathlabs Limited, certain
individual sellers and our Company.

13. Share Sale and Purchase Agreement dated June 30, 2016, by and between Fortis Healthcare International
Pte. Limited, Agilus Diagnostics FZ LLC and our Company.

14. Share Subscription Agreement dated June 12, 2012 by and between International Finance Corporation,
NYLIM Jacob Ballas India Fund III LLC, Avigo PE Investments Limited (now known as Resurgence PE
Investments Limited), Spring Healthcare India Trust, Spring Healthcare (P) Limited, Sabre Capital
(Mauritius) Limited, Fortis Healthcare Limited and our Company.

15. Shareholders’ agreement dated June 12, 2012, by and between the IFC, NJBIF, Resurgence, Spring
Domestic, Spring Offshore, SCML, the Promoter and the Company, the amendment to the shareholders’
agreement dated March 30, 2021 and the waiver cum amendment agreement to the shareholders’ agreement
dated September 29, 2023.

16. Joint Venture Agreement dated April 23, 2009 by and between Life Care Services Private Limited and our
Company read with the amendment agreement dated November 19, 2010, the addendum dated September
25, 2011 (“Addendum”) and the amendment to the Addendum dated March 12, 2015.

17. Consent letters from the each of the Selling Shareholders in relation to the Offer for Sale.

18. Consent dated September 23, 2023 from CRISIL to rely on and reproduce part or whole of the report,
“Assessment of the diagnostics industry in India” dated September 2023 and include their name in this
Draft Red Herring Prospectus.

19. Industry report titled “Assessment of the diagnostics industry in India” dated September 2023, issued by
CRISIL MI&A which is commissioned by our Company and paid for by our Company on behalf of the
Selling Shareholders pursuant to an engagement letter dated June 16, 2023, exclusively in connection with
the Offer.

20. Tripartite agreement dated April 15, 2009, amongst our Company, NSDL and the Registrar to the Offer.

21. Tripartite agreement dated March 2, 2009, amongst our Company, CDSL and the Registrar to the Offer.

22. Consent from the Statutory Auditors dated September 28, 2023, to include their name as required under
Section 26(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Red Herring
Prospectus as an “expert” as defined under section 2(38) of the Companies Act, 2013 to the extent and in
their capacity as statutory auditor and in respect of the: (i) examination report dated September 25, 2023
on our Restated Consolidated Financial Information, and (ii) report dated September 28, 2023, on the
statement of possible special tax benefits and included in this Draft Red Herring Prospectus and such
consent has not been withdrawn as on the date of this DRHP. However, the term “expert” shall not be
construed to mean an “expert” as defined under the U.S. Securities Act.

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23. The examination report dated September 25, 2023 of the Statutory Auditors on our Restated Consolidated
Financial Information.

24. The report on the statement of possible special tax benefits dated September 28, 2023 from the Statutory
Auditors.

25. Certificate dated September 29, 2023, from the Independent Chartered Accountant certifying our key
performance indicators.

26. Copies of annual reports of our Company for the preceding three Fiscals i.e., Fiscals 2021, 2022 and 2023.

27. Consent of our Directors, our Company Secretary and Compliance Officer, legal counsels appointed for
the Offer, Bankers to our Company, the Book Running Lead Managers, Registrar to the Offer, Syndicate
Members, Public Offer Account Bank, Sponsor Bank(s), Escrow Collection Bank(s) and Refund Bank(s)
to act in their respective capacities.

28. Due diligence certificate dated September 29, 2023, addressed to SEBI from the BRLMs.

29. SEBI observation letter bearing reference no. [●] and dated [●].

513
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures and
undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act,
2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring
Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Ravi Rajagopal
Chairman and Independent Director

Date: September 29, 2023

Place: London

514
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures and
undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act,
2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring
Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Anand Kuppuswamy
Managing Director and Chief Executive Officer

Date: September 29, 2023

Place: Chennai

515
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures and
undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act,
2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring
Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Dr. Ashutosh Raghuvanshi
Non-Executive Director

Date: September 29, 2023

Place: Gurgaon

516
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures and
undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act,
2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring
Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Dilip Kadambi
Non-Executive Director

Date: September 29, 2023

Place: Singapore

517
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures and
undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act,
2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring
Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Ashok Pandit
Additional Non-Executive Director

Date: September 29, 2023

Place: Singapore

518
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures and
undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act,
2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring
Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

_________________________
Suvalaxmi Chakraborty
Independent Director

Date: September 29, 2023

Place: Mumbai

519
 DECLARATION

I hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and
guidelines issued by the Government of India, or the rules, regulations or guidelines issued by SEBI, established
under Section 3 of the SEBI Act, as the case may be, have been complied with, and no statement, disclosures and
undertakings made in this Draft Red Herring Prospectus are contrary to the provisions of the Companies Act,
2013, the SCRA, the SCRR and the SEBI Act, each as amended, or the rules made, or regulations or guidelines
issued thereunder, as the case may be. I further certify that all the statements made in this Draft Red Herring
Prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY

_________________________
Mangesh Shirodkar
Chief Financial Officer

Date: September 29, 2023

Place: Gurgaon

520
 DECLARATION

We, NYLIM Jacob Ballas India Fund III LLC, a Selling Shareholder, hereby confirm that all statements,
disclosures, and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation
to us, as a Selling Shareholder and the Equity Shares being offered by us in the Offer for Sale, are true and correct.
We assume no responsibility for any other statements, disclosures and undertakings including any of the
statements, disclosures and undertakings made or confirmed by or relating to the Company or any other Selling
Shareholder or any other person(s) in this Draft Red Herring Prospectus.

SIGNED FOR AND ON BEHALF OF NYLIM JACOB BALLAS INDIA FUND III LLC

_________________________
Name: Kritsee Bhurtun-Jokhoo

Designation: Director

Place: Mauritius

Date: September 29, 2023

521
 DECLARATION

We, International Finance Corporation, a Selling Shareholder, hereby confirm that all statements, disclosures, and
undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as a
Selling Shareholder and the Equity Shares being offered by us in the Offer for Sale, are true and correct. We
assume no responsibility for any other statements, disclosures and undertakings including any of the statements,
disclosures and undertakings made or confirmed by or relating to the Company or any other Selling Shareholder
or any other person(s) in this Draft Red Herring Prospectus.

SIGNED FOR AND ON BEHALF OF INTERNATIONAL FINANCE CORPORATION

_________________________
Name: Monica J Chander

Designation: Authorised Signatory

Place: Delhi

Date: September 29, 2023

522
 DECLARATION

We, Resurgence PE Investments Limited, a Selling Shareholder, hereby confirm that all statements, disclosures,
and undertakings specifically made or confirmed by us in this Draft Red Herring Prospectus in relation to us, as a
Selling Shareholder and the Equity Shares being offered by us in the Offer for Sale, are true and correct. We
assume no responsibility for any other statements, disclosures and undertakings including any of the statements,
disclosures and undertakings made or confirmed by or relating to the Company or any other Selling Shareholder
or any other person(s) in this Draft Red Herring Prospectus.

SIGNED FOR AND ON BEHALF OF RESURGENCE PE INVESTMENTS LIMITED

_________________________
Name: Nowrattan Bhurtun

Designation: Director

Place: Mauritius

Date: September 29, 2023

523