ABH Healthcare Ltd Management Discussions

You should read the following discussion of our financial condition and results of operations together with the Restated Consolidated Financial Statements for the Fiscal 2026, Fiscal 2025 and Fiscal 2024 including the notes and significant accounting principles thereto and the report thereon, which appear beginning on page 177 of this Red Herring Prospectus. Our Restated Consolidated Financial Statements differ in certain material respects from IFRS, U.S. GAAP and GAAP in other countries, and our assessment of the factors that may affect our prospects and performance in future periods. Accordingly, the degree to which our Restated Consolidated Financial Statements will provide meaningful information to a prospective investor in countries other than India is entirely dependent on the reader s level of familiarity with Ind GAAP. These regulations may also vary with ICDs, which may be material to an investor s assessment of our results of operations and financial condition. Our fiscal year ends on March 31 of each year, so all references to a particular Fiscal or fiscal year are to the twelve-month period ended March 31 of that year. The following discussion contains forward-looking statements and reflects our current views with respect to future events and financial performance. Actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors such as those set forth in the chapter titled Risk Factors and Forward Looking statements on page 28 and 24 respectively of this Red Herring Prospectus and elsewhere in this Red Herring Prospectus. Some of the information contained in this section, including information with respect to our strategies, contain forward- looking statements that involve risks and uncertainties. You should read the chapter titled Forward-Looking Statements beginning on page 24 of this Red Herring Prospectus for a discussion of the risks and uncertainties related to those statements and also the chapter titled Risk Factors and Business Overview beginning on pages 28 and 124 respectively, of this Red Herring Prospectus for a discussion of certain factors that may affect our business, results of operations and financial condition. The actual results of the Company may differ materially from those expressed in or implied by these forward-looking statements.

Unless otherwise stated, references to the Company , our Company , we , us , and our are to ABH Healthcare Limited on consolidated basis .

Overview

Our Company was originally incorporated as a private limited company in the name and style of ABH Healthcare Private Limited under the Companies Act, 2013 vide certificate of incorporation dated March 2, 2021 issued by Registrar of Companies, Central Registration Centre. Subsequently, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed in the Extraordinary general meeting of our members held on October 7, 2024 and consequently, the name of our Company was changed to ABH Healthcare Limited , and a fresh certificate of incorporation consequent upon conversion from private company to public company dated November 15, 2024 was issued by the Registrar of Companies, Chandigarh. The Corporate Identification Number of the Company is U85300PB2021PLC052886. For details of change in name and registered office of the Company, see History and Corporate Matters on page 153 of this Red Herring Prospectus.

Business Overview

Acquired by our Company in 2022, the hospital was established in 1985 with 30 (thirty) beds and is driven by a vision to provide affordable, accessible, and quality healthcare services. Since our acquisition, we have consistently invested in the hospital, expanding bed capacity, increasing our workforce, and introducing additional services and clinical specialties. We offer 25 (twenty-five) medical specialties such as, cardiac sciences, neurology, minimally invasive spine and brain surgeries, gastroenterology, laparoscopic and bariatric surgery, urology, pulmonology, nephrology, ENT, maxillofacial surgeries, obstetrics and gynecology, orthopedics and joint replacement, neuro-psychiatry and drug de-addiction, general surgery, dentistry, physiotherapy, radiology, etc. For the Fiscal 2026, Fiscal 2025 and Fiscal 2024, our consolidated revenue from operations was 5,250.69 lakhs, 4,926.71 lakhs, and 4,138.02 lakhs respectively, and our profit after tax for the Fiscal 2026, Fiscal 2025 and Fiscal 2024 was 563.94 lakhs, 534.70 lakhs and 165.56 lakhs respectively. Our EBITDA for the Fiscal 2026, Fiscal 2025 and Fiscal 2024 was 1,471.65 lakhs and 1,319.51 lakhs and 689.28 lakhs respectively.

Principal Factors affecting our Results of Operations:

Except as otherwise stated in this Red Herring Prospectus and the Risk Factors on page 28 of this Red Herring Prospectus, the following important factors could cause actual results to differ materially from the expectations include, among others:

Significant Accounting Policies

1. GENERAL INFORMATION

(i) ABH Healthcare Limited (the Company) is a Limited Company domiciled in India and incorporated on March 02, 2021 under the provision of Companies Act, 2013 as Private Limited Company vide CIN U85300PB2021PTC052886. The Company was converted to Public Limited Company vide CIN U85300PB2021PLC052886 on November 15, 2024. The registered office of Company is located at Martyr Anil Baghi Road, Firozpur 152 002 (Punjab).

(ii) The Company is engaged in the business of establishing, maintaining, assisting healthcare services in India, in the form of Super Speciality Hospitals and allied services such as Laboratories & Diagnostic Centres, Blood Bank and other related services.

2. SIGNIFICANT ACCOUNTING POLICIES

2.1 BASIS FOR PREPARATION OF FINANCIAL STATEMENTS

The Restated Consolidated Financial Information comprises of the Restated Consolidated Statement of Assets and Liabilities of the Company as at March 2026 , March 31, 2025 and March 31, 2024 the Restated Consolidated Statement of Profit and Loss, the Restated Consolidated Statement of Cash Flows for March 2026, March 31, 2025, March 31 and March 31 2024, and the summary of Significant Accounting Policies and explanatory Notes to the Restated Financial Statements (Collectively the Restated Consolidated Financial Information )

These Restated Consolidated Financial Information have been prepared in accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to time, issued by the Securities and Exchange Board of India (SEBI) on September 11, 2018, in pursuance of the Securities and Exchange Board of India Act, 1992 (ICDR Regulations) for the purpose of inclusion in the Draft Red Herring Prospectus ( DRHP ) / Red Herring Prospectus ( RHP ) / Prospectus (collectively, the Offer Documents ) in connection with proposed Initial Public

Offer of equity shares ( IPO ) and prepared in terms of the requirements of

a) Section 26 of Part I of Chapter III of the Companies Act 2013 (the Act), as amended from time to time.

b) The Securities and Exchange Board of India ( SEBI ) (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations), as amended from time to time; 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 )

These Consolidated Restated Summary Statements have been compiled by the management from

a) Audited Consolidated IGAAP Financial Statements of the Group for the Financial Year ended March 31, 2026 which were prepared in accordance with the Accounting Standards (referred to as AS ) as prescribed under Section 133 of the Act read with Companies (Accounts) Rules 2015, as amended from time to time, and other accounting principles generally accepted in India, at the relevant time, which have been approved by the Board of Directors at their meeting held on July 15, 2026.

b) Audited Consolidated IGAAP Financial Statements of the Company as at and for the year ended March 31, 2025 which were prepared in accordance with the Accounting Standards (referred to as AS ) as prescribed under Section 133 of the Act read with Companies (Accounts) Rules 2015, as amended from time to time, and other accounting principles generally accepted in India, at the relevant time, which have been approved by the Board of Directors at their meeting held on October 15, 2025.

c) Audited IGAAP Financial Statements of the Company as at and for the year ended March 31, 2024 and March 31, 2023 which were prepared in accordance with the Accounting Standards (referred to as AS ) as prescribed under Section 133 of the Act read with Companies (Accounts) Rules 2015, as amended from time to time, and other accounting principles generally accepted in India, at the relevant time, which have been approved by the Board of Directors at their meeting held on September 16, 2024 .

The accounting policies have been consistently applied except where a newly issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

2.2 SYSTEM OF ACCOUNTING

The company follows mercantile system of accounting and recognizes income and expenditure on the accrual basis except those with significant uncertainties. Financial Statements are based on historical cost. These costs are adjusted to reflect the impact of the changing value in the purchasing power of the Company.

2.3 FUNCTIONAL AND PRESENTATION CURRENCY

The functional currency of the company is Indian Rupee (Rs. ). These financial statements are presented in Indian Rupee (Rs. ), and all values are rounded to the nearest Lakhs (1,00,000) except wherever otherwise stated.

2.4 USE OF ESTIMATES

The preparation of financial statements is in conformity with the generally accepted accounting principles; require estimates and assumptions to be made that affect the reported amount of assets and liabilities as of the date of the financial statements and the reported amounts of revenues & expenses during the reported period and disclosure of contingent liabilities & assets.

The estimates and assumption used in the accompanying financial statements are based upon management s evaluation of the relevant facts and circumstances as of the date of financial statements. Actual result may differ from the estimates and assumptions used in preparing the accompanying financial statements. Differences between the actual results and estimates are recognized in the period in which the results are known / materialized.

2.5 PROPERTY, PLANT AND EQUIPMENT (i) Recognition and Measurement

Property, Plant and Equipment are stated at cost, net of accumulated depreciation (other than freehold land) and impairment losses, if any. The cost comprises purchase price, borrowing costs if capitalisation criteria are met and direct cost which are attributable for bringing the asset to its working condition. Capitalisation of costs in the carrying amount of property, plant and equipment ceases when the item is in the location and condition necessary for it to be capable of operating in the manner intended by the Company. Any trade discounts and rebates are deducted in arriving at the purchase price.

The Company identifies and determines cost of each component / part of the asset separately, if the component / part has a cost which is significant to the total cost of the asset and has useful life that is materially different from that of the remaining asset. These components are depreciated separately over their useful lives; the remaining components are depreciated over the life of the principal asset.

(ii) Subsequent Costs

Subsequent expenditure related to an item of property, plant and equipment is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. Incomes and expenses related to the incidental operations not necessary to bring the item to the location and the condition necessary for it to be capable of operating in the manner intended by the Company are recognised in the Statement of profit and loss. All other expenses on existing property, plant and equipment, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit & Loss for the period / year in which such expenses are incurred.

(iii) Capital Work in Progress

Capital work-in-progress comprises of property, plant and equipment that are not ready for their intended use at the end of reporting period and are carried at cost comprising direct costs, related incidental expenses, other directly attributable costs and borrowing costs.

(iv) Disposal

An item of property, plant and equipment is derecognised upon disposal or when no future benefits are expected from its use or disposal. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment, and are recognised net within other income / expenses in the statement of profit and loss.

(v) Depreciation

Depreciation is provided on Straight Line Method at the rates and in accordance with Schedule II to the Companies Act, 2013 and pro-rata depreciation is charge in respect of additions to fixed assets during the year. The company has assessed the useful life of all assets of the company in accordance with the Schedule II of the Companies Act, 2013 and simultaneously the depreciation has been calculated keeping in view the relevant applicable provisions of the Schedule II of Companies Act, 2013. The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at regular intervals and adjusted prospectively, if appropriate.

2.6 INTANGIBLE ASSETS

(i) Recognition and Measurement

Intangible assets are recognised when the asset is identifiable, is within the control of the Company, it is probable that the future economic benefits that are attributable to the asset will flow to the Company and cost of the asset can be reliably measured.

Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets acquired by the Company that have finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.

(ii) Subsequent Measurement

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates.

(iii) Amortisation

Amortisation is calculated over the cost of the asset, or other amount substituted for cost. Amortisation is recognised in statement of profit and loss on a straight - line basis over the best estimated useful lives of intangible assets from the date that they are available for use.

The company has considered the useful life of the Computer Software as 5 years.

(iv) Disposal

Gains or losses arising from derecognition of an intangible 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 when the asset is derecognized.

2.7 BORROWING COST

Specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalized as part of the cost of the asset. Other borrowing costs are recognized as expenses in the period in which they are incurred.

2.8 INVESTMENTS

Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as non-current investments.

Current Investments are valued at lower of Cost and Fair Value, computed category wise. Non-Current Investments are valued at Cost. However, a provision for decline is recognised in case of permanent diminution in the value of non-current investments.

2.9 INVENTORY VALUATION

Inventory of Medical consumables and drugs, Stores and spares are valued at lower of cost and net realizable value.

The inventory cost is inclusive of purchase price and other incidental expenses which are directly attributable to bring the inventory at its present location for future use. Cost is determined on FIFO Basis.

Net realisable value is the estimated selling price in the ordinary course of business determined on the expected selling date; less estimated costs necessary to make the sale.

2.10 CASH AND CASH EQUIVALENTS

Cash and Cash Equivalents include cash in hand, bank balances, deposits with bank (other than on lien) and all short term and highly liquid investments that are readily convertible into known amounts of cash and are subject to an insignificant risk of change in value.

2.11 GST CREDIT

Input credit of GST on inputs, capital assets and input services are recognized in accordance with the Goods & Service Tax Act.

2.12 PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provision is recognized (for liabilities that can be measured by using a substantial degree of estimation) when

a) The company has a present obligation because of a past event.

b) A probable outflow of resources embodying economic benefits is expected to settle the obligation; and

c) The amount of the obligation can be reliably estimated. Contingent liability is disclosed in case there is

(i) Possible obligation that arises from past events and existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the enterprise; or (ii) A present obligation arising from past events but is not recognized

When it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation; or

A reliable estimate of the amount of the obligation cannot be made. Contingent Assets are neither disclosed nor recognised.

2.13 REVENUE RECOGNITION

(i) The company derives its revenues primarily from healthcare services and other ancillary activities.

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured in accordance with AS-9, Revenue Recognition. Sales are recognized on accrual basis, and only after transfer of services to the customer.

(ii) Other Operating Income

Other Operating Income represents the income received / to be received by the company from its outsourced partner to whom such service has been outsourced. The company recognises such income when the owners right to receive payment is established.

(iii) Interest Income

Interest is recognized on a time proportion basis taking into account the amount outstanding and the rate applicable.

(iv) Insurance & Other Claims

Revenue in respect of claims is recognized when no significant uncertainty exists with regard to the amount to be realized and the ultimate collection thereof.

(v) Other Income

Other items of income and expenditure are recognized on accrual basis and as a going concern basis, and the accounting policies are consistent with the generally accepted accounting policies.

2.14 EXPENSES

Goods received are accounted as purchases on satisfactory completion of inspection. Other expenses and price escalation to suppliers, if any, to the extent not settled at the balance sheet date are accounted based on reasonable estimates made after considering negotiations with vendors / customers.

EMPLOYEE BENEFITS

Expenses and Liabilities in respect of employee benefits are recorded in accordance with Accounting Standard 15 Employee Benefits (Revised 2005) Revised AS 15 .

(i) Short Term Employee Benefits

Short Term Employee Benefits are recognized as an expense on an undiscounted basis in the Profit & Loss Account of the year in which the amount for the related service is actually paid.

(ii) Post Employment Benefits

Defined Contribution Plans Provident Fund

Contributions to the provident fund, which is defined contribution scheme, are recognised as an employee benefit expense in the statement of profit and loss in the period in which the contribution is due. Contributions are made in accordance with the rules of the statute and are recognised as expenses when employees render service entitling them to the contributions.

Defined Benefit Plans Gratuity

The employees gratuity scheme is a defined benefit obligation and is unfunded. The present value of the obligation under such defined benefit plans is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.

The obligation is measured at the present value of the estimated future cash flows. The discount rates used for determining the present value of the obligation under defined benefit plans, is based on the market yields on government securities as at the reporting date, having maturity periods approximating to the terms of related obligations.

When the benefits of the plan are changed or when a plan is curtailed, the resulting change in benefits that relates to past service or the gain or loss on curtailment is recognised immediately in the statement of profit and loss. Net interest is calculated by applying the discount rate to the net defined benefit liability. The Company recognises gains / losses on settlement of a defined plan when the settlement occurs.

2.15 ACCOUNTING FOR TAXES ON INCOME

(i) Income Tax Expenses comprise of Current Tax and Deferred Tax.

(ii) Current Tax for current and prior periods is recognized at the amount expected to be paid to or recovered by the tax authorities, using the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date.

(iii) Deferred Tax Assets and Liabilities are measured using tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date and are expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect of changes in tax rates on deferred income tax assets and liabilities is recognized as income or expense in the period that includes the enactment or the substantive enactment date. A deferred income tax asset is recognized to the extent that it is probable that future taxable profit will be available against which the deductible temporary differences and tax losses can be utilized. The Company offers current tax assets and current tax liabilities, where it has legally enforceability and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

2.16 EARNING PER SHARE

(i) Basic Earnings per Share are computed by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of Equity Shares outstanding during the period.

Diluted Earnings per Share is computed by taking into account weighted average number of equities share outstanding during the period and weighted average number of Equity Share could have been issued upon conversion of all the Dilutive Potential Equity Shares into Equity Shares. Dilutive Potential Equity Shares are deemed converted as of the beginning of the period, unless issued at later date. Dilutive Potential Equity Shares are determined independently for each period presented.

2.17 CASH FLOW STATEMENT

Cash Flows are reported using the indirect method, whereby net profit / loss before tax is adjusted for the effects of transactions of non-cash nature, any deferrals of accruals of past or future operating cash receipts or payments and item of income or expense associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

KEY PERFORMANCE INDICATORS OF OUR COMPANY BASED ON RESTATED CONSOLIDATED FINANCIAL STATEMENT

(Rs. in lakhs)

Notes:

(1) Revenue from Operations means the Revenue from Operations as appearing in the Restated Consolidated Financial Statements.

(2) Growth in Revenue from Operations (%) is calculated as Revenue from Operations of the relevant period minus Revenue from Operations of the preceding period, divided by Revenue from Operations of the preceding period.

(3) EBITDA is calculated as Profit before tax + Depreciation & amortisation + Finance Cost (incld. bank charges) Other Income

(4) EBITDA Margin (%) is calculated as EBITDA divided by Revenue from Operations

(5) PAT Margin (%) is calculated as PAT for the period/year divided by Revenue from operations.

(6) Net worth means the aggregate value of the paid-up equity share capital, share premium account, and reserves and surplus (excluding revaluation reserve) as reduced by the aggregate of intangible asset (including goodwill), miscellaneous expenditure (to the extent not adjusted or written off) and the debit balance of the profit and loss account.

(7) Return on Equity (%) refers to restated profit for the year/period attributable to equity shareholders of our Company divided by Average Net Worth.

(8) Return on Capital Employed is calculated as earnings before interest and taxes divided by Average Capital Employed. Capital Employed is calculated as total equity plus total debt and deferred tax liabilities minus intangible assets and deferred tax assets.

(9) Debt Equity Ratio: This is defined as total debt divided by total equity. Total debt is the sum of total current & non-current borrowings including interest accrued but not due; total equity means Net Worth i.e. the aggregate value of the paid-up equity share capital, share premium account, and reserves and surplus (excluding revaluation reserve) as reduced by the aggregate of intangible assets, miscellaneous expenditure (to the extent not adjusted or written off) and the debit balance of the profit and loss account;

10) Fixed Asset Turnover Ratio: This is defined as revenue from operations divided by total of net block property, plant & equipment. Figures for property, plant & equipment do not include capital work-in-progress and intangible assets. -Earnings before interest and tax is calculated as restated profit / (loss) for the period / year plus total tax expense / (credit) plus finance costs reduced by other income.

Overview of Revenue and Expenditure

The following descriptions set forth information with respect to key components of our income statement.

Revenue

Revenue from operations

Revenue from operations comprises income from: a) IP Revenue b) OPD Revenue

Other income

Other income primarily comprises Commission received, Room Rent, Canteen Rent, Misc Income, Blood bank sharing revenue, share Nephro plus.

Expenditure

Our expenditure comprises the following:

1. Consumables

2. Employee benefit expenses: Employee benefit expenses comprises of salaries wages and Bonus, Gratuity & Allowance and Staff welfare

3. Finance costs: Finance costs comprise of interest paid and Bank Charges

4. Depreciation and amortization expenses: Depreciation and amortization expenses comprises depreciation of tangible assets.

5. Other expenses: Other expenses comprise advertisement, ambulance charges, cable rent, diwali expenses, directors salary, donation, doctor payouts, electricity bill & exp, function expenses, house tax, water tax & severage charges, Insurance, newspaper expenses, property tax .

Geographic information

We derive almost all of our revenue from operations from our only hospital in Ferozepur, Punjab. For instance, for the Fiscal 2026 and in Fiscal 2025, our total revenue was 5,250.69 lakhs of which 99.85% and 4,926.71 lakhs of which 99.87% respectively were derived solely from the consolidated operations of our hospital in Ferozepur, Punjab.

Results of Operations

The following table sets forth our income statement data, the components of which are expressed as a percentage of total income for the periods indicated, for our operations for the Fiscal 2026, Fiscal 2025 and Fiscal 2024 .

(Rs. in lakhs, except percentages)

The following descriptions set forth information with respect to key components of our income statement.

Revenue

Revenue from operations

Revenue from operations comprises income from: a) IP Revenue b) OPD Revenue c) Other Operating Income like profit sharing income from various outsourced operations / services such as pharmacy, blood bank, nephro / dialysis, canteen etc.

Other income

Other income primarily comprises of interest and misc. income.

Expenditure

Our expenditure comprises the following:

i. Consumables

ii. Employee benefit expenses: Employee benefit expenses comprises of salaries wages including Director Remuneration and Bonus, Gratuity & Allowance and Staff welfare

iii. Finance costs: Finance costs comprises of interest paid and Bank Charges

iv. Depreciation and amortization expenses: Depreciation and amortization expenses comprises depreciation of tangible assets.

v. Other expenses: Other expenses comprise Advertisement, Ambulance Charges, Cable Rent, Donation, Doctor payouts,

Electricity Bill & Exp, Function expenses, House tax, water tax & sewerage charges, Insurance, pollution control expenses, property tax etc.

Fiscal 2026 compared to Fiscal 2025

Total Income

Total income increased by 327.31 lakhs mainly on account of increase in revenue from operations by 323.98 lakhs. The increase in total income is mainly on account of upward trend in the revenue from operations in financial year 2025 and 2026 due to following reasons

This increase has resulted in increase in number of patients as follows

Thus, with increase in the bed capacity, the volume of patients has increased leading to increase in Total Income of the Company.

Revenue from operations

Revenue from operations increased by 323.98 lakhs on account of increase in IPD Revenue by 307.83 lakhs, income from pharmacy by 53.09 lakhs and other operating revenue by 8.39 lakhs.

Other Income

Other Income includes Interest Income of 7.93 lakhs and Misc. Income of 0.42 lakhs.

Total expenses

Total expenses increased by 277.26 lakhs.

Cost of Material Consumed

Cost of material consumed is decreased by 14.11 lakhs mainly on account of decrease in purchases by 179.04 lakhs which is further off-set by net increase in inventories by 164.93 lakhs when compared for both periods.

Employee Benefits Expense

Our employee benefits expense increased by 51.46 lakhs. The increase is mainly on account of increase in salaries by 76.61 lakhs. The variance in expenses is on account of the following :-

Increase of salaries from 706.50 lakhs in Fiscal 2025 to 783.11 lakhs in Fiscal 2026 because of increase in per employee annual cost from 2.04 lakhs to 2.83 lakhs; similarly, the percentage of same has been increased from 14.33% in Fiscal 2025 to 14.89% in Fiscal 2026.

Decrease in contributions to employee benefit funds from 92.29 lakhs in Fiscal 2025 to 71.93 lakhs in Fiscal 2026, leading to decrease in percentage of same from 1.87% in Fiscal 2025 to 1.37 % in Fiscal 2026 and

Decrease in staff welfare expenses from 4.69 lakhs in Fiscal 2025 to 3.91 lakhs in Fiscal 2026, leading to decrease in percentage of same from 0.10% in Fiscal 2025 to 0.07% in Fiscal 2026.

Finance Costs

Our finance costs increased by 77.22 lakhs. The increase is mainly on account of increase in interest on Term Loans by 44.77 lakhs and bank charges by 50.60 lakhs which is further off-set by decrease in interest on unsecured loans by 9.89 lakhs and interest on working capital by 8.26 lakhs. The overall increase in finance cost is on account of increased in total debt by 1,315.78 lakhs. The variance in expenses is on account of the Increase in interest on term loans and unsecured loans from directors & ICDs from 277.86 lakhs in Fiscal 2025 to 312.74 lakhs in Fiscal 2026 i.e. percentage of same has been increased from 5.63% in Fiscal 2025 to 5.95 % in Fiscal 2026 on account of net increase in long term borrowings by 1,877.52 lakhs.

Increase in bank charges from 24.07 lakhs in Fiscal 2025 to 74.67 lakhs in Fiscal 2026 i.e. percentage of same has been increased from 0.49% in Fiscal 2025 to 1.42% in Fiscal 2026.

Depreciation and Amortization Expenses

Our depreciation and amortization expense increased by 28.20 lakhs, mainly on account of addition to fixed assets (after adjusting Capital WIP) by 827.80 lakhs.

Other expenses

Our other expenses increased by 134.49 lakhs. This is mainly on account of increase in doctor s professional charges by 66.54 lakhs, outsourcing charges by 38.64 lakhs, annual maintenance charges by 31.55 lakhs, rebates, discounts & deductions by 18.86 lakhs, professional & legal expenses by 17.78 lakhs, advertisement expenses by 11.26 lakhs, rent expenses by 8.32 lakhs and repairs - machinery expenses by 4.73 lakhs. The overall increase is further off-set by decrease in electricity expenses by 15.07 lakhs, consumption of misc. consumables expense by 20.48 lakhs, fees & taxes by 14.83 lakhs, travelling & other transportation expenses by 14.21 lakhs and other various expenses by 9.08 lakhs. The variance in expenses is primarily on account of the following factors

Increase in doctor s professional charges from 1,162.17 lakhs in Fiscal 2025 to 1,228.71 lakhs in Fiscal 2026, however, percentage of expense to total income has been decreased from 23.57% in Fiscal 2025 to 23.36% in Fiscal 2026.

Increase in outsourcing charges from 56.87 lakhs in Fiscal 2025 to 95.51 lakhs in Fiscal 2026, leading to increase in percentage from 1.15% in Fiscal 2025 to 1.82 % in Fiscal 2026.

Increase in annual maintenance charges from 12.22 lakhs in Fiscal 2025 to 43.77 lakhs in Fiscal 2026, leading to increase in percentage from 0.25% in Fiscal 2025 to 0.83 % in Fiscal 2026.

Increase in rebates, discounts & deductions from 72.15 lakhs in Fiscal 2025 to 91.01 lakhs in Fiscal 2026, leading to increase in percentage from 1.46% in Fiscal 2025 to 1.73 % in Fiscal 2026.

Increase in Professional & Legal expenses from 51.84 lakhs in Fiscal 2025 to 69.62 lakhs in Fiscal 2026, leading to increase in percentage from 1.05% in Fiscal 2025 to 1.32 % in Fiscal 2026.

Increase in Loss on sale of PPE expenses from Nil in Fiscal 2025 to 11.83 lakhs in Fiscal 2026, leading to increase in percentage from Nil in Fiscal 2025 to 0.22% in Fiscal 2026.

Increase in rent expenses from 3.18 lakhs in Fiscal 2025 to 11.50 lakhs in Fiscal 2026, leading to increase in percentage from 0.06% in Fiscal 2025 to 0.22% in Fiscal 2026.

Increase in advertisement expenses from 36.40 lakhs in Fiscal 2025 to 47.66 lakhs in Fiscal 2026, leading to increase in percentage from 0.74% in Fiscal 2025 to 0.91% in Fiscal 2026.

Decrease in electricity expenses from 144.93 lakhs in Fiscal 2025 to 129.86 lakhs in Fiscal 2026, leading to decrease in percentage from 2.94% in Fiscal 2025 to 2.47 % in Fiscal 2026.

Decrease in consumption of misc. consumables expenses from 53.15 lakhs in Fiscal 2025 to 32.67 lakhs in Fiscal 2026, leading to decrease in percentage from 1.08% in Fiscal 2025 to 0.62 % in Fiscal 2026.

Decrease in fees & taxes expenses from 20.88 lakhs in Fiscal 2025 to 6.05 lakhs in Fiscal 2026, leading to decrease in percentage from 0.42% in Fiscal 2025 to 0.12% in Fiscal 2026.

Decrease in travelling and other transportation charges from 29.78 lakhs in Fiscal 2025 to 15.57 lakhs in Fiscal 2026, leading to decrease in percentage from 0.60% in Fiscal 2025 to 0.30 % in Fiscal 2026.

Decrease in repairs - other expenses from 18.61 lakhs in Fiscal 2025 to 10.55 lakhs in Fiscal 2026, leading to decrease in percentage from 0.38 % in Fiscal 2025 to 0.20 % in Fiscal 2026.

Profit before Extraordinary Items and tax

As a result of the foregoing, we recorded an increase of 50.05 lakhs in profit before tax.

Tax expenses

Our tax expenses increased by 20.81 lakhs. This is mainly on account of increase in current tax by 28.71 lakhs.

Restated Profit for the period

As a result of the foregoing, we recorded an increase of 29.24 Lakhs in restated profit for the period.

Fiscal 2025 compared to Fiscal 2024

Total Income

Total income increased by 792.26 lakhs mainly on account of increase in revenue from operations by 788.69 lakhs.

Increase in Total Bed Capacity as follows

From the above table, it is clearly evident that the Company has increased its bed capacity from Fiscal 2024 till Fiscal 2025. This increase has resulted in increase in number of patients as follows

Revenue from operations

Revenue from operations increased by 788.69 lakhs on account of increase in IPD Revenue by 644.27 lakhs, OPD Revenue by 88.26 lakhs and other operating revenue by 56.16 lakhs.

Other Income

Other Income includes Interest Income of 4.28 lakhs and Misc. Income of 0.74 lakhs.

Total expenses

Total expenses increased by 270.02 lakhs.

Cost of Material Consumed

Cost of material consumed is decreased by 107.99 lakhs mainly on account of decrease in purchases by 74.85 lakhs which is further off-set by net increase in inventories by 33.14 lakhs when compared for both periods.

Employee Benefits Expense

Our employee benefits expense increased by 143.17 lakhs. The increase is mainly on account of director remuneration of 34.01 lakhs, increase in salaries by 83.16 lakhs, increase in contributions to employee benefit funds by 21.93 lakhs and increase in staff welfare expenses by 4.07 lakhs. The employee benefit expense is increased by 143.17 lakhs, and the percentage of expense to Total Income has also increased from 17.06% in Fiscal 2024 to 17.22% in Fiscal 2025. The variance in expenses is on account of the following :-

Increase in director remuneration from 12.00 lakhs in Fiscal 2024 to 46.01 lakhs in Fiscal 2025, leading to increase in percentage of same from 0.29% in Fiscal 2024 to 0.93% in Fiscal 2025.

Increase of salaries from 623.34 lakhs in Fiscal 2024 to 706.50 lakhs in Fiscal 2025 because of increase in per employee annual cost from 1.86 lakhs to 2.04 lakhs ; however, the percentage of same has been decreased from 15.06% in Fiscal 2024 to 14.33% in Fiscal 2025.

Increase in contributions to employee benefit funds from 70.36 lakhs in Fiscal 2024 to 92.29 lakhs in Fiscal 2025, leading to increase in percentage of same from 1.70% in Fiscal 2024 to 1.87% in Fiscal 2025 and

Increase in staff welfare expenses from 0.62 Lakhs in Fiscal 2024 to 4.69 Lakhs in Fiscal 2025, leading to increase in percentage of same from 0.01% in Fiscal 2024 to 0.10% in Fiscal 2025.

Finance Costs

Our finance costs increased by 75.40 lakhs. The increase is mainly on account of increase in Interest on Working Capital loan by 9.07 lakhs, on Term Loans by 85.37 lakhs and bank charges by 8.36 lakhs which is further off-set by decrease in interest on unsecured loans by 27.40 lakhs. The overall increase in finance cost is on account of increased working capital limits by 200 lakhs and net increase in long term borrowings (including Current Maturities) by 307.28 lakhs. The variance in expenses is on account of the Increase in interest on working capital limits from 60.10 lakhs in Fiscal 2024 to 69.17 lakhs in Fiscal 2025, however, the percentage of same has been decreased from 1.45% in Fiscal 2024 to 1.40% in Fiscal 2025 despite of increase in working capital limits by 200 lakhs.

Increase in interest on term loans and unsecured loans from directors & ICDs from 219.89 lakhs in Fiscal 2024 to 277.86 lakhs in Fiscal 2025 i.e. percentage of same has been increased from 5.31% in Fiscal 2024 to 5.64% in Fiscal 2025 on account of net increase in long term borrowings by 307.28 lakhs.

Increase in bank charges from 15.71 lakhs in Fiscal 2024 to 24.07 lakhs in Fiscal 2025 i.e. percentage of same has been increased from 0.38% in Fiscal 2024 to 0.49% in Fiscal 2025

Depreciation and Amortization Expenses

Our depreciation and amortization expense increased by 36.16 lakhs, mainly on account of addition to fixed assets (after adjusting Capital WIP) by 464.51 lakhs.

Other expenses

Our other expenses increased by 123.28 lakhs. This is mainly on account of increase in doctor s professional charges by 157.90 lakhs, outsourcing charges by 35.86 lakhs, travelling and other transportation expenses by 18.99 lakhs, fees & taxes by 14.79 lakhs, professional & legal expenses by 12.64 lakhs, advertisement expenses by 6.55 lakhs, pollution control expenses by 5.26 lakhs and other various expenses by 27.30 lakhs. The overall increase is further off-set by decrease in loss on sales of PPE by 74.29 lakhs, rebates, discounts & deductions by 73.32 lakhs and other various expenses by 8.40 lakhs.

The variance in expenses is primarily on account of the following factors

Increase in doctor s professional charges from 1,004.27 lakhs in Fiscal 2024 to 1,162.17 lakhs in Fiscal 2025, however, percentage of expense to total income has been decreased from 24.26% in Fiscal 2024 to 23.57% in Fiscal 2025.

Increase in outsourcing charges from 21.01 lakhs in Fiscal 2024 to 56.87 lakhs in Fiscal 2025, leading to increase in percentage from 0.51% in Fiscal 2024 to 1.15% in Fiscal 2025.

Increase in travelling and other transportation charges from 10.79 lakhs in Fiscal 2024 to 29.78 lakhs in Fiscal 2025, leading to increase in percentage from 0.26% in Fiscal 2024 to 0.60% in Fiscal 2025.

Increase in fees & taxes charges from 6.09 lakhs in Fiscal 2024 to 20.88 lakhs in Fiscal 2025, leading to increase in percentage from 0.15% in Fiscal 2024 to 0.42% in Fiscal 2025.

Increase in professional & legal expenses from 39.20 lakhs in Fiscal 2024 to 51.84 lakhs in Fiscal 2025, leading to increase in percentage from 0.95% in Fiscal 2024 to 1.05% in Fiscal 2025.

Increase in advertisement expenses from 29.85 lakhs in Fiscal 2024 to 36.40 lakhs in Fiscal 2025, leading to increase in percentage from 0.72% in Fiscal 2024 to 0.74% in Fiscal 2025.

Increase in pollution control expenses from 7.70 lakhs in Fiscal 2024 to 12.96 lakhs in Fiscal 2025, leading to increase in percentage from 0.19% in Fiscal 2024 to 0.26% in Fiscal 2025.

Decrease in loss on sale of PPE from 74.29 Lakhs in Fiscal 2024 to Nil in Fiscal 2025 i.e. percentage of same has been decreased from 1.79% in Fiscal 2024 to 0.00% in Fiscal 2025.

Decrease in rebates & discounts charges from 145.47 Lakhs in Fiscal 2024 to 72.15 lakhs in Fiscal 2025 i.e. percentage of same has been decreased from 3.51% in Fiscal 2024 to 1.46% in Fiscal 2025.

Increase in other various expenses from 271.56 lakhs in Fiscal 2024 to 290.46 lakhs in Fiscal 2025. However, percentage of expense to total income has been decreased from 6.56% in Fiscal 2024 to 5.89% in Fiscal 2025.

Profit before Extraordinary Items and tax

As a result of the foregoing, we recorded an increase of 522.24 lakhs in profit before tax.

Tax expenses

Our tax expenses increased by 153.10 lakhs. This is mainly on account of increase in current tax by 70.61 lakhs, deferred tax by 28.04 lakhs and used of MAT Credit of 54.45 lakhs.

Restated Profit for the period

As a result of the foregoing, we recorded an increase of 369.14 Lakhs in restated profit for the period.

CASH FLOWS

The following table summarizes our cash flows for the for the Fiscal 2026, Fiscal 2025 and Fiscal 2024:

(Rs. in lakhs)

Cash flows generated from operating activities

Net cash generated from operating activities for the Fiscal 2026 was 211.07 lakhs and our operating profit before working capital changes was 1,421.21 lakhs. The difference was primarily attributable to increase in trade receivables by 1,337.27 lakhs, short term loans and advances by 0.59 lakhs, other assets by 34.98 lakhs and other liabilities by 203.97 Lakhs. This is further off-set by decrease in inventories by 120.79 lakhs, trade payable by 18.16 lakhs. The operating cash flow is further decreased due to tax outflow of 143.90 lakhs. Net cash generated from operating activities for the Fiscal 2025 was 354.42 lakhs and our operating profit before working capital changes was 1,316.83 lakhs. The difference was primarily attributable to increase in trade receivables by 774.87 lakhs, inventories by 156.68 lakhs, short term loans and advances by 5.18 lakhs and trade payables by 108.60 lakhs.

This is further off-set by decrease in other assets by 20.99 lakhs and other liabilities by 94.58 lakhs. The operating cash flow is further decreased due to net tax outflow of 60.69 lakhs. Net cash generated from operating activities for the Fiscal 2024 was 88.81 Lakhs and our operating profit before working capital changes was 766.11 lakhs. The difference was primarily attributable to increase in trade receivables by 608.60 lakhs, inventories by 63.20 lakhs, short term loans and advances by 18.44 lakhs, other assets by 16.26 lakhs, trade payables by 66.16 lakhs and other liabilities by 74.79 lakhs. The operating cash flow is further decreased due to tax outflow of 111.93 lakhs.

Cash flows used in investing activities

Net cash used in investing activities was (914.30) lakhs for Fiscal 2026. This is mainly on account of addition to property, plant & equipment (including Capital WIP and intangible assets) amounting to 827.80 lakhs and increase in investments by 145.66 lakhs. The same is off-set by interest income of 5.76 lakhs and proceeds from sale of PPE of 53.40 lakhs.

Net cash used in investing activities was 453.41 lakhs for Fiscal 2025. This is mainly on account of addition to property, plant & equipment (including Capital WIP and intangible assets) amounting to 464.51 lakhs. This further off-set by decrease in investment in Fixed Deposit amounting to 3.68 lakhs, investments in LLP (Net of Cash & Cash Equivalents received in acquisition of LLPs) by 6.52 lakhs and interest income of 0.90 lakhs.

Net cash used in investing activities was (1,306.27) lakhs for Fiscal 2024. This is mainly on account of addition to property, plant & equipment (including Capital WIP and intangible assets) amounting to 1,414.34 lakhs and investment in Fixed Deposit amounting to 12.07 lakhs. The same is off-set by realization from sale of property, plant & equipment of 120.07 lakhs and interest income of 0.07 lakhs.

Cash flows generated from / (used in) financing activities

Net cash generated from financing activities for the Fiscal 2026 was 944.80 lakhs. This reflected a net increase in Long-Term Borrowings (including current maturity) of 1,877.52 lakhs, a net decrease in Short-Term Borrowings of 561.74 lakhs and interest paid of 370.98 lakhs. Net cash generated from financing activities for the year ended March 31, 2025 was 158.48 lakhs. This reflected a net increase in Long-Term Borrowings (including current maturity) of 307.28 Lakhs, a net increase in Short-Term Borrowings of 192.35 lakhs and interest paid of 341.15 lakhs.

Net cash generated from financing activities for the year ended March 31, 2024 was 1,203.91 lakhs. This reflected a net increase in Long-Term Borrowings (including current maturity) of 1,226.92 lakhs, a net increase in Short-Term Borrowings of 254.01 lakhs and interest paid of 277.02 lakhs.

Contingent Liabilities

Our Company has contingent liabilities amounting to 4.61 lakhs related to TDS defaults appearing on the TRACES portal as on date of preparation of the Restated Financial Statements. The defaults mainly relate to the short payment and short deduction of TDS, interest under section 201 and late filing fees under section 234E of Income-tax Act, 1961. The Income Tax Authorities has issued communication notices in this regard and the Authorities may at any time issue recovery notices in which event the same shall become payable for the restated period as indicated in this Red Herring Prospectus.

Details of material developments after the date of last balance sheet i.e. March 31, 2026.

- Our Company has approved the standalone and consolidated audited financial statements for the Fiscal 2026 in the Board meeting dated July 15, 2026.

- Our Company has approved the Restated Financial Statements for the Fiscal 2026, Fiscal 2025 and Fiscal 2024 in the board meeting dated August 3, 2026.

- Our Company has approved the Red Herring Prospectus vide resolution in the board meeting dated August 13, 2026.

AUDITOR OBSERVATIONS

There are no qualifications, reservations and adverse remarks by our Statutory Auditors in the Restated Consolidated Financial Information.

Information required as per Item (II) (C) (iv) of Part A of Schedule VI to the SEBI Regulations : An analysis of reasons for the changes in significant items of income and expenditure is given here under:

1. Unusual or infrequent events or transactions

Except as described in this Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations

Our business has been subject, and we expect it to continue to be subject to significant economic changes arising from the trends identified above in Factors Affecting our Results of Operations and the uncertainties described in Risk Factors page 28 of this Red Herring Prospectus. To our knowledge, except as we have described in this Red Herring Prospectus, there are no known factors which we expect to bring about significant economic changes.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations.

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in Management s Discussion and Analysis of Financial Position and Results of Operations

Significant Factors Affecting our Results of Operations and Financial Condition and the uncertainties described in the chapter titled Risk Factors beginning on page 216 and 28 respectively of this -Red Herring Prospectus. To our knowledge, except as discussed in this Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

4. Future changes in relationship between costs and revenues

Other than as described in the chapter titled Risk Factors , Business Overview and Management s Discussion and Analysis of Financial Condition and Results of Operations on pages 28, 124 and 216 respectively, to our knowledge, no future relationship between expenditure and income is expected to have a material adverse impact on our operations and finances.

5. Status of any publicly announced New Products or Business Segment

Except as set out in this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments.

6. Segment Reporting

Our Board has identified Healthcare services as a single business segment. We are operating in Ferozepur, Punjab which constitutes a single geographical segment. For further information, see Restated Consolidated Financial Statements on page 177 of this Red Herring Prospectus.

7. Seasonality of business

Our Company s business is not seasonal in nature or cyclicality. For more details please refer to chapter titled Industry

Overview and Business Overview beginning on pages 84 and 96 respectively of this Red Herring Prospectus.

8. Competitive conditions

Competitive conditions are as described under the chapters titled Industry Overview and Business Overview beginning on pages 109 and 124 respectively of this Red Herring Prospectus.

9. Any significant dependence on a single or few suppliers and customers .

The % contribution of our Company s suppliers vis a vis the purchases and customers vis a vis standalone revenue from operations for the Fiscal 2026, Fiscal 2025, Fiscal 2024 are tabulated as follows:

*As on the date of this Red Herring Prospectus, we have not received consent from our suppliers

*As on the date of this Red Herring Prospectus, we have not received consent from our customers