Gujarat Kidney & Super Speciality Ltd Management Discussions

OPERATIONS

We have included in this section a discussion of our financial statements on a Unaudited Proforma Condensed Combined Financial Statements basis as well as on Restated Consolidated basis. You should read the following discussion in conjunction with our Unaudited Proforma Condensed Combined Financial Statements as at and for the three months period ended June 30, 2025 and Fiscal ended March 31, 2025 and Restated Consolidated Financial Statements as at and for the three months period ended June 30, 2025 and Fiscals ended March 31,2025, 2024 and2023, including the related notes, schedules and annexures in "Unaudited Proforma Condensed Combined Financial Statements" and "Restated Consolidated Financial Statements" on pages 354 and 288, respectively.

Pursuant to Agreement for Business Acquisition dated February 13, 2025, our company acquired Ashwini Medical Centre and Ashwini Medical Store on slump sale basis. Pursuant to Share Purchase Agreement dated October 3, 2025, our company acquired 51% stake in Harmony Medicare Private Limited and agreed to purchase balance shareholding by January 31, 2026. We propose to acquire Parekhs Hospital Private Limited utilising a part net proceeds of issue. We have included in this RHP, the Proforma Consolidated Financial Statements as of and for the three months period ended June 30, 2025, Fiscals ended March 31, 2025, March 31, 2024, March 31, 2023, to demonstrate the results of operations and the financial position that would have resulted as if the such acquisitions of Parekhs Hospital Private Limited, Harmony Medicare Private Limited, Ashwini Medical Centre and Ashwini Medical Store had taken place during the period presented therein in the Unaudited Proforma Condensed Combined Financial Information. For further details, see "Unaudited Proforma Condensed Combined Financial Information " on page 354; "History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations and revaluation of assets, if any, in the last ten years" on page 250; and "Risk Factors" on page 35. Hence, our Restated Consolidated Financial Statements for Fiscals 2025, 2024 and 2023, are not analogous and comparable to any future financial results/statements that we may prepare" on page 288. In this section, we have suitably stated / disclosed at respective places, if the financial information used in is derived from our Restated Consolidated Financial Information or Unaudited Proforma Condensed Combined Financial Information.

Our fiscal year ends on March 31 of each year, and references to a particular fiscal year are to the 12 months ended March 31 of that year. All references to a year are to that Fiscal Year, unless otherwise noted.

Unless otherwise indicated or the context otherwise requires, in this section, references to "the Company" or "our Company" are to Gujarat Kidney and Super Speciality Hospital on a standalone basis, and references to "the Group", "we", "us", "our", are to Gujarat Kidney and Super Speciality Hospital on a consolidated basis.

Unless stated otherwise, industry and market data used in this Red Herring Prospectus, including in "Industry Overview " and "Our Business" on pages 164 and 214, respectively, has been obtained or derivedfrom the report titled "Healthcare Industry in India" dated November 6, 2025 (the "D&B Report"), exclusively prepared and issued by D&B, the D&B Report has been commissioned by and paid for by our Company in connection with the Issue, and is available on our Companys website at and has also been included in "Material Contracts and Documents for Inspection - Material Documents" on page 581. The data included herein includes excerpts from the Industry Report- Healthcare Industry in India Report and may have been re-ordered by us for the purposes ofpresentation. There are no parts, data or information (which may be relevant for the proposed Issue), that have been left out or changed in any manner. Unless otherwise indicated, all financial, operational, industry and other related information derived from the Industry Report- Healthcare Industry in India Report and included herein with respect to any particular year refers to such information for the relevant financial year. Also see, "Certain Conventions, Currency of Presentation, Use of Financial Information and Market Data - Industry and Market Data " on page 22.

Some of the information contained in this section, including information with respect to our strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section titled "ForwardLooking Statements" beginning on page 23 of this Red Herring Prospectus for a discussion of the risks and uncertainties related to those statements and also the section titled "Risk Factors" and "Our Business" beginning

on pages 35 and 214, 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.

Overview

We are one of the regional healthcare companies located in the central region of state of Gujarat and operate a chain of mid-sized multispeciality hospitals, providing integrated healthcare services, with a focus on secondary and tertiary care. We, on a consolidated basis, operate seven (07) multispeciality hospitals and four (04) pharmacies operating within our Hospitals, Gujarat Kidney and Superspeciality Hospital (Vadodara), Gujarat Multispeciality Hospital (Godhra), Raj Palmland Hospital Private Limited (Bharuch), M/s. Surya Hospital and ICU (Borsad), Gujarat Surgical Hospital (Vadodara), Ashwini Medical Centre (Anand), Ashwini Medical Store (Anand) and Apex Multispeciality & Trauma Center (Bharuch) with a total bed capacity of 490 beds, approved bed capacity of 445 beds and operational bed capacity of 340 beds. We endeavour to address all the needs of our patients through our healthcare services. We offer a comprehensive range of healthcare services which are as follows:-

Sr. No.	Specialities	Super Specialities
1.	General Medicine	Urology
2.	General Surgery	Cardiology
3.	Laparoscopic Surgery	Nephrology
4.	Metabolic and Obesity Surgery	Neurology
5.	IVF	Neuro Surgery
6.	Obstetric and Gynaecology (OBGY)	Oncology
7.	Ortho	Onco Surgery
8.	Joint Replacement	Renal Transplant
9.	Arthroscopy	Vascular Surgery
10.	Endocrinology	Gastroenterology
11.	Diabetology	Gastro Surgery
12.	Pulmonology	Plastic Surgery
13.	Intensivist	Paediatric Surgery
14.	Skin and VD	Hematology
15.	Radiology	Spine Surgery
16.	Pathology	-
17.	Psychiatrist	-
18.	Paediatric	-
19.	Ophthalmology	-
20.	ENT	-
21.	Physiotherapy	-
22.	Dietician	-

We categorize our healthcare services as secondary services (which are surgical services) and Tertiary Services (which are super speciality surgical services). Our hospitals are providing integrated diagnostic services, either in-house, and pharmacies that cater to our patients. We have strategically focussed on the relatively underpenetrated healthcare market in the state of Gujarat, India where we have presence in four cities, which we believe has provided us an understanding of regional nuances, patient culture and the mindset of medical professionals and where there is under-penetration of quality and affordable healthcare services.

The hospital sector forms the core part of Indian healthcare industry, which also include medical devices, clinical trial, medical tourism, telemedicine, health insurance and medical equipment. Hospitals is the largest segment and in the total healthcare market. Indian hospital industry witnessed significant growth, increasing from INR 2,400 billion in FY 2016 to INR 5,800 billion in FY 2023, further, it is estimated to have risen by 12% in FY 2024, reaching approximately INR 6,496 billion. Growth in the patient base due to changes in lifestyle, increase in noncommunicable diseases, growing elderly population, high discretionary income, and increasing penetration of health insurance schemes is expected to propel the healthcare delivery sector in the country during the coming decade.

Led by our Promoter and Manging Director, Dr. Pragnesh Yashwantsingh Bharpoda, who has around more than a decade of experience in the medical industry and has helped us expand our geographical presence by strategically

acquiring various multi-speciality hospitals, over the years. He is an established name in the field of urology. He has an experience of more than a decade as a medical practitioner and established our first hospital "Gujarat Kidney Hospital" in Vadodara in the year 2014 with a vision of providing quality healthcare services in central Gujarat.

The following are operational data: -

Particulars	Gujarat Kidney and Super Speciality Hospital (Proprietorship firm)	Gujarat Multispeciality Hospital (Proprietorship Firm)	Ashwini Medical Centre (Partnership Firm)*	Raj Palmland Hospital Private Limited (Company)	Haromony Medicare Private Limited (Company)**	Surya Hospital (Partnership Firm)	Gujarat Surgical Hospital (Partnership Firm)
Relationship	Issuer	Issuer	Issuer	Subsidiary	Subsidiary	Entities controlled by our company	Entities controlled by our company
Location	Vadodara	Godhra	Anand	Bharuch	Bharuch	Borsad	Vadodara
Total Bed Capacity	125	100	50	50	90	50	25
Approved Beds	125	100	25	30	90	50	25
Operational Beds	100	50	25	30	90	25	20
No. Of ICUs and HDUs beds	16	10	11	10	10	10	5

*We have acquired the hospital situated at Ashwini Medical Centre, B/H Kalpna Talkies, Bhalej Road, Anand - 388001, Gujarat, from Ashwini Medical Centre on slump sale basis, pursuant to the Acquisition Agreement dated February 13, 2025. Sale deed for transfer of assets was entered on March 15, 2025 Post acquisition of hospital, all the approvals would be taken in name of Gujarat Kidney & Superspeciality Ltd. The name of hospital would be changed from Ashwini Medical Centre to "Gujarat Kidney & Superspeciality Hospital,

Anand". For further details, please see "Objects of the Issue - Proposed Acquisition of "Parekhs Hospital Pvt. Limited" at Ahmedabad" and "Objects of the Issue - Part-payment of purchase consideration for the already acquired "Ashwini Medical Centre" hospital" and "History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers or amalgamation" on pages 118, 121, 250, respectively, of this Red Herring Prospectus.

**We have recently entererd into a Share Purchase Agreement ("SPA") dated October 3, 2025 with shareholders of Harmony Medicare Private Limited (HMPL ) to acquire 100% equity share capital of Harmony. The Company has completed the acquisition of 51% equity shares of HMPL. For further details, please see "Objects of the Issue - Acquisition of "Parekhs Hospital Pvt. Limited" at Ahmedabad" and "Objects of the Issue - Part-payment of purchase consideration for the already acquired "Ashwini Medical Centre " hospital" and "Objects of the Issue - Acquisition of Additional Shareholding in our subsidiary namely "Harmony Medicare Private Limited" at Bharuch, "History and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/undertakings, mergers or amalgamation" on pages 118, 121, 250, respectively, of this Red Herring Prospectus.

We are in the process of acquiring another hospital named "Parekhs Hospital" situated at, Shyamal Cross Roads,

Near Jivaraj Over Bridge, 132 Feet Ring Road, Satellite, E-Vejalpur, Ahmedabad - 380 051, Gujarat, India from Parekhs Hospital Private Limited, by utilising a portion of the Net Proceeds towards such acquisition. The said hospital was commissioned in the year 2006, with 49 beds including 8 beds across ICUs as of February 28, 2025.

For further details, please see "Objects of the Issue - Proposed Acquisition of "Parekhs Hospital Pvt. Limited on page 118 of this Red Herring Prospectus.

We endeavour to provide quality and affordable healthcare services to all our patients, and we on a proforma consolidated basis have 670 employees, 89 full-time consultants, and 238 visiting consultants as of November 12,

2025. We wholly own some of the hospitals but manage the operations of each of our hospitals through a separate professional management team. Each of our hospitals is managed by a Chief Operating Officer, who is responsible for supervising day to day functioning. This structure provides us with greater control over our hospitals and helps us to deliver quality healthcare services.

Given the geographical concentration of our hospitals in Gujarat, we are well-placed to capitalise on the expected growth in the healthcare sector in Gujarat due to our strategically located hospitals, understanding of the regional markets and its nuances and due to our existing track record. We believe that due to our long-standing operations, quality of medical care and our long-term relationships with our visiting consultants, fulltime resident doctors and other medical professionals, we have been able to become one of the key regional healthcare companies in central Gujarat. This is demonstrated by the fact that in the three month period ended on June 30, 2025 and the Financial year ended on March 31, 2025 is 94.54% and 90.00% of our revenue from operations has come from patients insured individually or from walk-in-patients. This indicates that individuals have preference to our hospital due to our continued quality offerings and moreover multiple speciality under one roof. We believe that our reputation, experienced management team, investment in medical technology, continual upgradation of our knowledge and sharing best practices have helped us to become a preferred choice for medical treatment, among masses. This has also helped us attract and retain talented healthcare professionals for our operations, which in turn draws more patients to our facilities and provides an added advantage.

We also cater to patients under Ayushman Bharat - Pradhan Mantri Jan Arogya Yojana as well as public sector undertakings and private companies.

SIGNIFICANT FACTORS AFFECTING OUR FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

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

1. Our Company proposes to use a portion of the Net Proceeds from the Issue for acquisition of Parekhs Hospital Private Limited, following which our Company will be responsible for overseeing and managing the Parekhs Hospital. We may face difficulties in completing the acquisition within the terms mentioned in term sheet, affecting our future plans and prospects.

Our Company proposes to use a portion of the Net Proceeds from the Issue for part-payment of purchase consideration for the acquisition of the Parekhs Hospital Private Limited. See "Objects of the Issue - Proposed Acquisition of "Parekhs Hospital Pvt. Limited" at Ahmedabad on page 118 of this Red Herring Prospectus. With respect to acquisition of Parekhs Hospital Private Limited, our Company had entered into Term Sheet on February 28, 2025 for acquiring 100% of the share capital for total consideration of Rs. 7,900 lakhs (including Rs. 100 lakhs non-compete fees and Rs. 200 lakhs of exclusivity fees). Our Company proposes to use issue proceeds amounting to Rs. 7,700 lakhs towards payment of consideration.

Our Company had limited business operating history and had never acquired companies of the size and scale of Parekhs Hospital Private Limited. The term sheet further provides for exclusivity period of upto January 31, 2026 (extended from September 30, 2025) to complete the acquisition process or such other mutually extended timelines, post which the term sheet expires. Our Company had paid Rs. 30 lakhs of NonRefundable Exclusivity fees and Rs. 170 lakhs towards Refundable Exclusivity fees. For further details, see "Proposed Acquisition" on page 207 of this Red Herring Prospectus.

Our Company propose to fund the acquisition through proceeds of IPO. For further details, see "Objects of the Issue - Proposed Acquisition of "Parekhs Hospital Pvt. Limited" at Ahmedabad" on page 118 of this Red Herring Prospectus. Further, as the acquisition is intended to be funded through the proceeds from the companys proposed initial public offering (IPO), the company has not identified or held discussions with any alternate lenders for the purpose of financing the acquisition.

The exclusivity period under the term sheet has been extended until January 31, 2026, thereby eliminating the risk of delay in completion of the proposed acquisition by September 30, 2025. Further, as the acquisition period is extended and is proposed to be funded through the proceeds from the companys proposed initial public offering (IPO), the company has not identified or held discussions with any alternate lenders for the purpose of financing the acquisition. Further, based on our assessment of the available modes of financing and the capital structure considerations, the Company elected to pursue an equity-based raised fund for the acquisition and did not undertake processes for raising debt financing. Further, debt financing for acquisition is difficult to obtain from bank/financial institution. In the event of non-listing of our Companys equity shares, or inability to procure funding from any other sources for proposed acquisition, we may not be able to complete the acquisition of Parekhs Hospital Private Limited. In the event of non-completion of acquisition, our non-refundable exclusivity fees of Rs. 30 lakhs will stand forfeited.

The integration of Parekhs Hospital with our business may face challenges due to potential changes in regulatory policies affecting the healthcare industry. Our industry is a regulated sector and approvals required for the integration in light of any change in regulatory policies may face delays. These changes could lead to stricter compliance requirements or increased operational costs. Such increase compliance burden and cost may adversely affect our business and financial operation.

The acquisition is subject to certain condition precedent as mentioned in term sheet including receipt of regulatory, statutory and third-party approvals. Further, the approvals granted by regulatory authorities may be subject to certain conditions and stipulations. The terms on which approvals may be granted may not be favourable for our business condition or may result in challenges to integration. Also, the delay in receipt of approval, or non-receipt of required approvals, the acquisition process may be delayed or may not materialise.

From the date of signing of term sheet to completion of acquisition, the business and financial condition of Parekhs Hospital Private Limited may change adversely, in such scenario, we may not be able to renegotiate on acquisition terms with Parekhs Hospital Private Limited resulting adversely on our financial position.

2. Our Company proposes to utilise a portion of the Net Proceeds from the Issue towards making part- payment ofpurchase consideration for the acquisition ofAshwini Medical Centre hospital, pursuant to the Acquisition Agreement. In case of delay in raising funds from the Issue, we may face challenges in paying the consideration to sellers of Ashwini Medical Centre.

Pursuant to the Acquisition Agreement and the Acquisition Agreement - II, our Company acquired the entire business of M/s Ashwini Medical Centre and M/s. Ashwini Medical Store, respectively, for a lump sum consideration equal to Rs 1,400 lakhs and Rs 100 lakhs, respectively. Our Company proposes to utilise a portion of the Net Proceeds of the Issue towards making part-payment of purchase consideration for the acquisition of M/s. Ashwini Medical Centre undertaken in terms of the Acquisition Agreement. For further details, please see "Objects of the Issue - Part-payment ofpurchase consideration for the already acquired "Ashwini Medical Centre" hospital" and "History and Certain Corporate Matters - Details regarding material

acquisitions or divestments of business/undertakings, mergers or amalgamation" on pages 121 and 250, respectively of this Red Herring Prospectus.

Our Company had entered into the Acquisition Agreement for acquiring the entire business of M/s Ashwini Medical Centre, along with all the assets and liabilities as well as all rights and obligations on a slump sale basis and on a going concern basis for a lump sum consideration equal to Rs 1,400 lakhs. Our Company was required to pay a lump sum purchase consideration of Rs 1,400 lakhs, in the following manner; (i) an advance payment of Rs 75.00 lakhs; (ii) payment of Rs 75.00 lakhs on or within thirty (30) days of signing of the Acquisition Agreement; and (iii) Rs 10.00 lakhs at the time of execution of sale deed; and (iv) Rs 1,240 lakhs within thirty (30) days of listing of the Equity Shares of our Company on the Stock Exchange or upto November 13, 2025 i.e., within a period of nine months from the date of execution of this Acquisition Agreement, whichever is earlier. As on date of this Red Herring Prospectus, the entire business and operations of M/s. Ashwini Medical Centre including, its movable and immovable properties, other assets and liabilities have been transferred to our Company, on a slump sale basis. Our Company is yet to pay an amount of Rs 1,240 lakhs towards the purchase consideration to the partners of M/s. Ashwini Medical Centre, in accordance with the Acquisition Agreement. We propose to pay the balance amount of Rs 1,240 lakhs from the Net Proceeds of this Issue.

In the event of shortfall in funds raised from this Issue, we will be required to arrange for funds from alternate sources for making payment of Rs 1,240 lakhs in accordance with the Acquisition Agreement. We may not be able to arrange for funds at favourable terms within stipulated time adversely affecting our financial and business position. Further, the Acquisition Agreement provide for limited representations and warranties, primarily concerning payment obligations, transfer of assets and liabilities, and transitional compliances, which may limit our Companys recourse under the said arrangements. All of these risks, as well as the others that typically accompany a large transaction such as the acquisition, could adversely affect our business, financial condition or results of operations.

3. Our revenues are significantly dependent on our hospital in Vadodara, Gujarat. Further, all the Hospitals of our Company, entities controlled by our Company and our Subsidiary are located in the central Gujarat. Any impact on the revenues of our Gujarat Kidney Hospital or any change in the economic or political circumstances of western India or particularly in or around Vadodara or Gujarat, could materially affect our business, financial condition and results of operations.

We derive significant revenue from our Gujarat Kidney and Superspeciality Hospital in Vadodara, Gujarat. Further, majority of the Hospitals of our Company, entities controlled by our Company as well as of our Subsidiaries are concentrated in Central Gujarat, therefore, any localized social unrest and natural disaster in and around Gujarat could have material adverse effect on our business and financial condition.

The following table is as per unaudited proforma condensed combined financial statements sets forth the revenue breakup from each of the Hospitals of our Company for the periods indicated:

(Rs in lakhs except %)

Hospital	Revenue from operations
	Three- month period ended June 30, 2025	% of Revenu e from Operati ons	Fiscal 2025	% of Revenue from Operati ons	Fiscal 2024	% of Revenue from Operati ons	Fiscal 2023	% of Revenue from Operati ons
Gujarat Kidney and Superspeciality Hospital, Vadodara and Gujarat Multispeciality Hospital, Godhra	1,144.99	36.83	3,516.70	29.31	2,457.09	23.75	2,078.30	24.22
Raj Palmland Hospital, Bharuch	272.36	8.76	752.47	6.27	728.24	7.04	552.15	6.44

Hospital	Revenue from operations
	Three- month period ended June 30, 2025	% of Revenu e from Operati ons	Fiscal 2025	% of Revenue from Operati ons	Fiscal 2024	% of Revenue from Operati ons	Fiscal 2023	% of Revenue from Operati ons
Surya Hospital and ICU, Borsad	49.6	1.60	138.25	1.15	106.28	1.03	82.15	0.96
Gujarat Surgical Hospital, Vadodara	59.08	1.90	145.26	1.21	132.75	1.28	166.04	1.94
Ashwini Medical Centre, Anand (including Ashwini Medical Store)	NA	0.00	649.52	5.41	679.62	6.57	521.96	6.08
Apex Multispeciality and Trauma Center, Bharuch	1011.03	32.52	4228.57	35.25	3604.58	34.85	2770.15	32.29
Parekhs Hospital, Ahmedabad	571.95	18.40	2566.69	21.39	2635.59	25.48	2408.44	28.07
Total	3109.01	100.00	11997.4 6	100.00	10344.1 5	100.00	8579.19	100.00

The following table is as per unaudited proforma condensed combined financial statements sets forth the revenue breakup of our Company from each of the regions for the periods indicated:

(Z in lakhs except %)

Region	Revenue from operations
	Three- month period ended June 30, 2025	% of Revenue from Operations	Fiscal 2025	% of Revenue from Operations	Fiscal 2024	% of Revenue from Operations	Fiscal 2023	% of Revenue from Operations
Central Gujarat	1,253.67	40.32	4,449.73	37.09	3,375.74	32.63	2,848.46	33.20
North Gujarat	571.95	18.40	2,566.69	21.39	2,635.59	25.48	2,408.44	28.07
South Gujarat	1,283.39	41.28	4,981.04	41.52	4,332.82	41.89	3,322.29	38.73
Total	3109.01	100.00	11997.46	100.00	10344.15	100.00	8579.19	100.00

Any material impact on our revenues from our Gujarat Kidney Super Speciality Hospital, including by reason of a reduction in patient footfall, regulatory changes, reputational harm, liabilities on account of medical negligence, adverse publicity or natural calamities and increased competition, could have a material adverse effect on our business, financial condition and results of operations. Further, we have undertaken acquisitions of Hospitals or have entered into partnerships by investing into entities during three month period ended June 30, 2025 and the preceding three Fiscals 2025, 2024 & 2023, and therefore have strategically distributed our operations between our Hospitals. For further details, please see "Our Business - Our Hospitals" on page 223 of this Red Herring Prospectus. While, the aforementioned events have not occurred in the three month period ended June 30, 2025 and the preceding three Fiscal 2025, 2024 & 2023, occurrence of any of the aforementioned events may have a material impact on our business, results of operations and financial condition.

Moreover, each of our hospital is located in the western region of India. Such regional concentration exposes us to adverse economic or political circumstances that affect demand for healthcare services in the region. Any regional slowdown, political unrest, disruption, disturbance or sustained downturn in the economy of such regions could adversely affect our business, financial condition and results of operations.

4. We are highly dependent on our healthcare professionals including doctors and nurses, and any future inability to attract/retain such professionals will adversely affect our business, financial condition and results of operations.

Our operations depend on the skills, efforts, ability and experience of our healthcare professionals including doctors and nurses at our Hospitals. In the event, we are unable to attract or retain professionals, quality of services may be impacted, thereby resulting in a loss of revenue from operations.

Set out below are details in relation to the attrition rate for our doctors and nurses for the periods indicated:

Particulars	Numbers as at
	Three Month period ended June 30, 2025	Fiscal 2025	Fiscal 2024	Fiscal 2023
Full time Doctors	89	91	106	106
Visiting Consultants	238	238	209	199
Nurses	332	303	306	309
Particulars	Attrition rate
Full time Doctors	2.99%	2.40%	1.02%	2.53%
Visiting Consultants	-	2.10%	2.39%	2.51%
Nurses	-	0.85%	2.66%	2.91%

*Visiting doctors are not full-time employees of the Company.

There is no assurance that the attrition amongst our healthcare professionals will not increase in the future. Our doctors work with us as consultants under various arrangements including on a fixed fee basis (fixed monthly remuneration) and pay-for-services model (remuneration is calculated based on number of visits and other services provided and does not include any fixed monthly remuneration), and are permitted to practice outside of our Hospital beyond the committed business hours and to work at Hospitals that compete with us. Even though we are not dependent on any particular doctor for providing services to our patients, certain patients may choose our Hospitals because of the reputation of some of our individual doctor. There is no assurance that we will be able to retain our doctors or they will continue to provide services to us or devote the whole of their time to our Hospitals or that our doctors will not prematurely terminate such arrangements, which they may unilaterally terminate by serving a notice of typically three months. We may, as a result, be unable to effectively utilize their time and expertise in providing services to our patients or be able to attract patients to our Hospitals due to their preference of doctors, which may have an adverse impact on the patient volume and our profitability at such Hospitals. These arrangements may also give rise to conflicts of interest, including with regard to how these doctors allocate their time and other resources between our Hospitals and other clinics or Hospitals at which they work and where doctors refer patients. While, the aforementioned events have not occurred in the three month period ended June 30, 2025 and the preceding three Financial Years, occurrence of any of the aforementioned events may have a material impact on our business, results of operations and financial condition.

We also compete with other healthcare services providers in recruiting and retaining trained healthcare professionals including doctors in a highly competitive industry. Additionally, some of our healthcare professional may choose to join our competitors upon leaving us. Failure to attract and retain sufficient qualified healthcare professional for our Hospitals could adversely affect the quality of our services. While, the aforementioned events have not occurred in the three month period ended June 30, 2025 and the preceding three Financial Years, occurrence of any of the aforementioned events may have a material impact on our business, results of operations and financial condition.

5. 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, labour and other governmental regulations. Any regulatory changes or violations of such rules and regulations may adversely affect our business, financial condition and results of operations.

We require certain statutory and regulatory licenses, registrations and approvals to operate our business,

some of which our Company has either received, applied for or is in the process of application. There can be no assurance that we will be able to obtain these registrations and approvals including approvals in relations to our operations in a timely manner or at all.

Healthcare providers 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, registrations and permits from governmental and regulatory authorities such as in relation to establishment of Hospitals, operation of our Hospitals, procurement and operation of medical and other equipment and storage and sale of drugs. In particular, we are required to obtain certificate of registrations for carrying on certain of our business activities including from the Government of India, the State Governments and other such regulatory authorities that are subject to numerous conditions. For a description of the approvals and licenses obtained by us, see "Government and Other Approvals" on page 484 of this Red Herring Prospectus. 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 236 of this Red Herring Prospectus.

The regulatory licenses that we require are typically granted for a limited term and are subject to renewal at the end of such terms. Further, we cannot assure you that the approvals, licenses, registrations and permits issued to us would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. Any failure to renew the approvals that have expired or apply for and obtain the required approvals, licenses, registrations or permits, 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, financial condition and results of operations. As on date of this Red Herring Prospectus, our Company has applied for (i) registration under the Gujarat State Tax on Professions, Trades, Callings and Employments Act, 1976 for our Godhra Hospital; and (ii) change of name or transfer of license in relation to the recently acquired hospital, M/s. Ashwini Medical Centre and pharmacy, M/s. Ashwini Medical Store, situated at 11/3/122/1, Behind Kalpana Cinema, Anand - 388 001, Gujarat, India. We are yet to apply for registration under the Employees Provident Fund and Miscellaneous Provisions Act, 1952 for our Godhra Hospital. For further details, please refer to the chapter titled "Government and Other Approvals" on page 484 of this Red Herring Prospectus.

Further, if we fail to comply with the requirements for applicable quality standards, or if we are otherwise unable to obtain or renew such quality accreditations in the future, in a timely manner, or at all, our business and prospects may be adversely affected. The qualifications and practice of our healthcare professionals is 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 healthcare facilities and operations, which could materially and adversely affect our business and reputation. While, the aforementioned events or any instances of non-receipt of licenses and approval by our Company have not occurred in the three month period ended June 30, 2025 the preceding three Financial Years, occurrence of any of the aforementioned events may have a material impact on our business, results of operations and financial condition.

We may incur substantial costs in order to comply with current or future laws, rules and regulations, and we may not be able to maintain, at all times, full compliance with such laws, regulations, policies and guidelines. These current or future laws, rules and regulations may also impede our operations and impact our continued growth. Any non-compliance with the applicable laws, rules and regulations 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. Our company in future may also be held responsible / liable for noncompliance of provision of applicable statutory laws if any by the entities which we have acquired / to be acquired. While, the aforementioned events have not occurred in the three month period ended June 30, 2025 and the preceding three Financial Years, there is no assurance that we will not be subject to such actions in the future, which could materially and adversely affect our business and reputation.

6. Our ability to provide affordable healthcare depends on the maintenance of a volume of patients, occupancy rates, managing project costs and effective capital management. Any increase in such costs could adversely affect our business, financial condition and results of operations.

Our mission to deliver advanced and affordable healthcare services to patients depends on our ability to maintain a high volume of patients, occupancy rates, and effectively manage capital, project costs, operating costs and capital expenditure. Any decline in the patient volumes may have an impact on our business operations, results of operations and financial condition.

Patient volume is affected by, among others, factors out of our control such as seasonal illness cycles, climate and weather conditions, and the employment status of individuals. As a result, our Hospitals may experience a decrease in in-patient volume in times of an economic downturn or stagnation. Set out below are details in relation to our in-patient and out-patient volume and revenue along with certain other key operational parameters for the period based on unaudited proforma condensed combined financial information as indicated:

Particulars	As of June 30, 2025	As of March 31, 2025	As of March 31, 2024	As of March 31, 2023
Total Bed Capacity	539	539	539	439
Approved Beds	494	494	494	369
Operational Beds	389	389	389	339
ICU Beds	80	80	80	70
IPD Volume (Number of patients)	3240	13281	12733	11238
IPD Revenue (Rs. in lakhs)	2185.65	8172.11	7194.18	6274.02
OPD Volume (Number of patients)	20918	95876	91264	76869
OPD Revenue (Rs. in lakhs)	398.71	1621.69	1359.97	1040.28
Revenue from Operations (Rs. in lakhs)	3109.01	11997.46	10344.15	8579.19
Bed Days Occupied	19440	79686	76398	67428
Average Bed Occupancy Rate	54.77%	56.12%	53.81%	54.49%
Average Revenue per Occupied Bed	11243.06	10255.39	9416.71	9304.77
Average length of stay in hospitals ("ALOS")	6	6	6	6

Notes: -

(1 Total bed capacity is as at end of relevantfinancial year or accounting period, as the case may be and denotes the number of beds the civil structure has been planned for.

(2) Number of approved beds is the beds authorised/certified by the Gujarat Pollution Control Board ("BMW Authorization ").

(3) Number of operational beds are subset of approved beds and refers to such number which are kept in operational basis on the decision of management.

(4) Bed days occupied means actual bed days in the relevant financial year or accounting period, as the case may be.

(5 Average Bed occupancy rate is calculated by dividing the overall number of actual days occupied by the patients by total operational bed days

(6) Average Revenue per Occupied Bed is calculated as revenue from operations divided by actual bed days occupied during the period.

(7) Average Length of Stay is calculated as average number of days spent by admitted inpatients.

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