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  • RED HERRING PROSPECTUSDated: March 4, 2016

    (Please read Section 32 of the Companies Act, 2013)100% Book Built Offer

    HEALTHCARE GLOBAL ENTERPRISES LIMITEDOur Company was originally incorporated as Curie Centre of Oncology Private Limited on March 12, 1998 at Bengaluru, Karnataka, India as a private limited company under the Companies Act, 1956. The name of our Company was subsequently changed to HealthCare Global Enterprises Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on November 14, 2005. Our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at the extraordinary general meeting held on May 20, 2006 and the name of our Company was changed to HealthCare Global Enterprises Limited. A fresh certificate of incorporation consequent upon conversion to a public limited company was issued by the RoC on July 5, 2006. For details of change in the name and registered office of our Company, see History and Certain Corporate Matters on page 182.

    Registered Office: HCG Tower, No. 8, P Kalinga Rao Road, Sampangi Rama Nagar, Bengaluru 560 027, Karnataka, India Contact Person: Sunu Manuel, Company Secretary and Compliance Officer; Tel: +91 80 4660 7700; Fax: +91 80 4660 7749E-mail:[email protected]; Website: www.hcgel.com; Corporate Identity Number: U15200KA1998PLC023489

    OUR PROMOTERS: DR. BS AJAI KUMAR, DR. GANESH NAYAK, DR. BS RAMESH, DR. KS GOPINATH AND DR. M GOPICHANDPUBLIC OFFER OF UP TO 29,800,000 EQUITY SHARES OF FACE VALUE OF ` 10 EACH (EQUITY SHARES) OF HEALTHCARE GLOBAL ENTERPRISES LIMITED (COMPANY OR ISSUER) FOR CASH AT A PRICE OF `[] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[] PER EQUITY SHARE) AGGREGATING UP TO `[] MILLION (OFFER) COMPRISING A FRESH ISSUE OF UP TO 11,600,000 EQUITY SHARES AGGREGATING UP TO `[] MILLION (FRESH ISSUE) AND AN OFFER FOR SALE OF UP TO 18,200,000 EQUITY SHARES BY THE SELLING SHAREHOLDERS (AS DEFINED HEREUNDER), INCLUDING ONE OF OUR PROMOTERS, DR. BS AJAI KUMAR, AGGREGATING UP TO `[] MILLION (OFFER FOR SALE). THE OFFER WOULD CONSTITUTE 35.03% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.THE FACE VALUE OF EQUITY SHARES IS ` 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE INVESTOR SELLING SHAREHOLDERS (AS DEFINED HEREUNDER) IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER, BUSINESS STANDARD, ALL EDITIONS OF THE HINDI NATIONAL NEWSPAPER, BUSINESS STANDARD, AND THE BENGALURU EDITION OF THE KANNADA NEWSPAPER, HOSADIGANTHA (KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.

    In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE), by issuing a press release, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate Members.

    In terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR), and in accordance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Require-ments) Regulations, 2009, as amended (the SEBI ICDR Regulations), the Offer is being made for at least such percentage of Equity Shares equivalent to the value of `4,000 million and the post-Offer capital of our Company at the Offer Price is more than `16,000 million but less than or equal to `40,000 million. The Offer is being made through the Book Building Process wherein at least 75% of the Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers (QIBs), provided that our Company in consultation with the Investor Selling Shareholders may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price, in accordance with the SEBI ICDR Regulations. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (ASBA) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (SCSBs) to participate in this Offer. For details, see Offer Procedure on page 450.

    RISK IN RELATION TO THE FIRST OFFERThis being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is `10 and the Floor Price is [] times the face value and the Cap Price is [] times the face value.The Offer Price (determined and justified by our Company in consultation with the Investor Selling Shareholders and the BRLMs as stated under Basis for Offer Price on page 121) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.

    GENERAL RISKSInvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (SEBI), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to Risk Factors on page 17.

    ISSUERS AND SELLING SHAREHOLDERS ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Other Selling Shareholders severally and not jointly accept responsibility that this Red Herring Prospectus contains all information about them as Other Selling Shareholders in the context of the Offer for Sale and further assume responsibility for statements in relation to them included in this Red Herring Prospectus.Further, the Investor Selling Shareholders severally and not jointly, accept responsibility only for statements expressly made by such Investor Selling Shareholder in relation to itself in this Red Herring Prospectus.

    LISTINGThe Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an in-principle approval from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated September 14, 2015 and August 14, 2015, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE.

    BOOK RUNNING LEAD MANAGERS

    Kotak Mahindra Capital Company Limited1st Floor, 27 BKC, Plot No. 27G Block, Bandra Kurla ComplexBandra (East), Mumbai 400 051, Maharashtra, IndiaTel: +91 22 4336 0000; Fax: +91 22 6713 2447E-mail: [email protected] grievance email: [email protected]: www.investmentbank.kotak.comContact Person: Ganesh RaneSEBI Registration No.: INM000008704

    Edelweiss Financial Services Limited14th Floor, Edelweiss HouseOff CST Road, KalinaMumbai 400 098, Maharashtra, IndiaTel: + 91 22 4009 4400, Fax: +91 22 4086 3610Email: [email protected] grievance email: [email protected]: www.edelweissfin.comContact Person: Siddharth Shah/Vivek KumarSEBI Registration No.: INM0000010650

    Goldman Sachs (India) Securities Private Limited Rational House951-A, Appasaheb Marathe MargPrabhadevi, Mumbai 400 025, Maharashtra, IndiaTel: +91 22 6616 9000, Fax: +91 22 6616 9090Email: [email protected] grievance email: [email protected]: http://www.goldmansachs.com/worldwide/india/offerings.htmlContact Person:Dipak DagaSEBI Registration No.: INM000011054

    REGISTRAR TO THE OFFER

    IDFC Securities LimitedNaman Chambers, C-32, G BlockBandra Kurla ComplexBandra (East), Mumbai 400 051, Maharashtra, IndiaTel: +91 22 6622 2600, Fax: +91 22 6622 2501Email: [email protected] grievance email: [email protected]: www.idfccapital.comContact Person: Gaurav GoyalSEBI Registration No.: MB/INM000011336

    IIFL Holdings Limited10th Floor, IIFL CentreKamala City, Senapati Bapat MargLower Parel (West), Mumbai 400 013, Maharashtra, IndiaTel: +91 22 4646 4600, Fax: +91 22 2493 1073Email: [email protected] grievance email: [email protected]: www.iiflcap.comContact Person: Pinak Bhattacharyya/Vishal BangardSEBI Registration No.: INM000010940

    Yes Bank LimitedYes Bank Tower, IFC, Tower 2, 18th Floor Senapati Bapat Marg, Elphinstone (West)Mumbai 400 013, Maharashtra, IndiaTel: +91 22 3366 9000, Fax: +91 22 2421 4508Email: [email protected] grievance email: [email protected]: www.yesbank.inContact Person: Dhruvin MehtaSEBI Registration No.: MB/INM000010874

    Karvy Computershare Private LimitedKarvy Selenium Tower BPlot 31-32, Gacchibowli Financial District, Nanakramguda, Hyderabad 500 032 Tel: +91 40 6716 2222, Fax: +91 40 2343 1551 E-mail: [email protected] grievance email: [email protected]: www.karisma.karvy.comContact Person: Rakesh SanthaliaSEBI Registration No.: INR000000221

    BID/OFFER PROGRAMMEBID/OFFER OPENS ON Wednesday, March 16, 2016(1)

    BID/OFFER CLOSES ON Friday, March 18, 2016(1) Our Company, in consultation with the Investor Selling Shareholders and the BRLMs, shall consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.

    IIFL

  • TABLE OF CONTENTS

    SECTION I: GENERAL .......................................................................................................................................... 2

    DEFINITIONS AND ABBREVIATIONS ......................................................................................................... 2

    PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................................................... 13

    FORWARD-LOOKING STATEMENTS ........................................................................................................ 15

    SECTION II: RISK FACTORS ............................................................................................................................. 17

    SECTION III: INTRODUCTION .......................................................................................................................... 46

    SUMMARY OF INDUSTRY ........................................................................................................................... 46

    SUMMARY OF OUR BUSINESS ................................................................................................................... 51

    SUMMARY OF FINANCIAL INFORMATION ............................................................................................. 58

    THE OFFER ..................................................................................................................................................... 67

    GENERAL INFORMATION ........................................................................................................................... 69

    CAPITAL STRUCTURE ................................................................................................................................. 77

    OBJECTS OF THE OFFER ............................................................................................................................ 113

    BASIS FOR OFFER PRICE ........................................................................................................................... 121

    STATEMENT OF TAX BENEFITS .............................................................................................................. 124

    SECTION IV: ABOUT OUR COMPANY ............................................................................................................ 138

    INDUSTRY OVERVIEW .............................................................................................................................. 138

    OUR BUSINESS ............................................................................................................................................ 150

    REGULATIONS AND POLICIES ................................................................................................................. 176

    HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................ 182

    OUR MANAGEMENT .................................................................................................................................. 198

    OUR PROMOTERS AND PROMOTER GROUP ......................................................................................... 215

    OUR GROUP ENTITIES ............................................................................................................................... 220

    RELATED PARTY TRANSACTIONS ......................................................................................................... 225

    DIVIDEND POLICY ..................................................................................................................................... 226

    SECTION V: FINANCIAL INFORMATION ....................................................................................................... 227

    FINANCIAL STATEMENTS ........................................................................................................................ 227

    FINANCIAL INDEBTEDNESS .................................................................................................................... 354

    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ............................................................................................................................................... 376

    SECTION VI: LEGAL AND OTHER INFORMATION....................................................................................... 408

    OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ..................................................... 408

    GOVERNMENT AND OTHER APPROVALS ............................................................................................. 422

    OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................. 425

    SECTION VII: OFFER INFORMATION ............................................................................................................ 443

    TERMS OF THE OFFER ............................................................................................................................... 443

    OFFER STRUCTURE .................................................................................................................................... 448

    OFFER PROCEDURE ................................................................................................................................... 450

    RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................... 494

    SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ........................................................ 495

    SECTION IX: OTHER INFORMATION............................................................................................................. 607

    MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ................................................................. 607

    DECLARATION ............................................................................................................................................ 612

  • 2

    SECTION I: GENERAL

    DEFINITIONS AND ABBREVIATIONS

    This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise

    indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation, rules,

    guidelines or policies shall be to such legislation, act or regulation, as amended from time to time.

    General Terms

    Term Description

    our Company, the Company, the Issuer or HCG

    HealthCare Global Enterprises Limited, a company incorporated under the Companies

    Act, 1956 and having its Registered Office at HCG Tower, No. 8, P Kalinga Rao Road,

    Sampangi Rama Nagar, Bengaluru 560 027, Karnataka, India

    we, us or our Unless the context otherwise indicates or implies, refers to our Company together with its Subsidiaries and LLPs

    Company Related Terms

    Term Description

    AOPL Aastha Oncology Private Limited, a company incorporated under the Companies Act,

    1956 and having its registered office at 1, Maharasthra Society, Near Mithakali Six Road,

    Ellisbridge, Ahmedabad 380 006, Gujarat, India

    APEX HCG LLP APEX HCG Oncology Hospitals LLP

    Articles of Association/AoA Articles of Association of our Company, as amended

    Auditors/Statutory Auditors Statutory auditors of our Company, namely, Deloitte Haskins & Sells, Chartered

    Accountants

    BACC Healthcare BACC Health Care Private Limited

    BCCHI The Bharath Charitable Cancer Hospital and Institute (Private Charitable Trust)

    BMORCL Banashankari Medical and Oncology Research Centre Private Limited

    Board/Board of Directors Board of Directors of our Company or a duly constituted committee thereof

    Corporate Office Corporate office of our Company located at Tower Block, Unity Building Complex, No.

    3, Mission Road, Bengaluru 560 027, Karnataka, India

    Director(s) Director(s) of our Company

    DKR Healthcare DKR Healthcare Private Limited

    Equity Shares Equity Shares of our Company of face value of `10 each

    ESOP 2010 Employee Stock Option Scheme 2010

    ESOP 2014 Employee Stock Option Scheme 2014

    Evolvence Evolvence India Life Sciences Fund LLC

    GMH LLP Gutti Malnad Hospital LLP

    Group Entities Companies, firms, ventures, etc. promoted by our Promoters, irrespective of whether or

    not such entities are covered under Section 370(1B) of the Companies Act.

    For details, see Our Group Entities on page 220

    HCG Africa HealthCare Global (Africa) Pvt. Ltd.

    HCG Diwan Chand LLP HealthCare Diwan Chand Imaging LLP

    HCG EKO LLP HCG EKO Oncology LLP

    HCG Kenya HealthCare Global (Kenya) Private Limited

    HCG Mauritius HCG (Mauritius) Pvt. Ltd.

    HCG Medi-Surge HCG Medi-Surge Hospitals Private Limited

    HCG NCHRI LLP HCG NCHRI Oncology LLP

    HCG Pinnacle HCG Pinnacle Oncology Private Limited

    HCG Regency HCG Regency Oncology Healthcare Private Limited

    HCG Senthil HealthCare Global Senthil Multi Specialty Hospitals Private Limited

    HCG Tanzania HealthCare Global (Tanzania) Private Limited

    HCG TVH HCG TVH Medical Imaging Private Limited

    HCG Uganda HealthCare Global (Uganda) Private Limited

    HCG Vijay HealthCare Global Vijay Oncology Private Limited

    HMS HCG Multi-Specialty Hospital

    IHDUA International Human Development and Upliftment Academy (Private Trust)

    KDCPL Kruti Designers and Contractors Private Limited

    Key Management Personnel Key management personnel of our Company in terms of Regulation 2(1)(s) of the SEBI ICDR Regulations, Section 2(51) of the Companies Act, 2013 and as disclosed in Our Management on page 198

  • 3

    Term Description

    LLPs Limited Liability Partnership firms in which our Company is a partner, namely:

    1. APEX HCG LLP 2. HCG Diwan Chand LLP 3. HCG EKO LLP 4. HCG NCHRI LLP 5. HCG Oncology LLP 6. Strand-Triesta LLP

    Malnad Hospital Malnad Hospital and Institute of Oncology Private Limited

    Malnad LLP Malnad Hi Tech Diagnostic Centre LLP

    MAT Milestone Army Trust, an Indian trust, having its principal office at Tower A-602, 6th

    floor, Express Zone, Western Express Highway, opposite Oberoi Mall, Malad East,

    Mumbai, Maharashtra, India of which Shachindra Nath is the trustee

    Memorandum of

    Association/MOA

    Memorandum of Association of our Company, as amended

    MIMS HCG MIMS HCG Oncology Private Limited

    MPEF Milestone Private Equity Fund, an Indian trust, registered with SEBI as a venture capital

    fund having its principal office at Tower A-602, 6th floor, Express Zone, Western

    Express Highway, opposite Oberoi Mall, Malad East, Mumbai, Maharashtra, India,

    through its scheme namely India Build-Out Fund-I of which IL&FS Trust Company

    Limited is the trustee

    NTICPL Napean Trading and Investment Company Private Limited

    PIOF PI Opportunities Fund I, a venture capital fund registered under the SEBI VCF Regulations and having its principal office at No. 5 Janmabhoomi Marg, Fort, Mumbai,

    Maharashtra, India

    Promoter Promoters of our Company, namely, Dr. BS Ajai Kumar, Dr. Ganesh Nayak, Dr. BS

    Ramesh, Dr. KS Gopinath and Dr. M Gopichand

    For details, see Our Promoters and Promoter Group on page 215

    Promoter Group Persons and entities constituting the promoter group of our Company in terms of

    Regulation 2(1)(zb) of the SEBI ICDR Regulations

    For details, see Our Promoters and Promoter Group on page 215

    Registered Office Registered office of our Company located at HCG Tower, No. 8, P Kalinga Rao Road,

    Sampangi Rama Nagar, Bengaluru 560 027, Karnataka, India

    Registrar of Companies/RoC Registrar of Companies, Bangalore situated at Karnataka, India

    Restated Consolidated Financial

    Statements

    The restated audited consolidated financial information of our Company, Subsidiaries and

    associates which comprises of the restated audited consolidated balance sheet, the restated

    audited consolidated profit and loss information and the restated audited consolidated

    cash flow information as at and for the financial years ended March 31, 2015, March 31,

    2014, March 31, 2013, March 31, 2012 and March 31, 2011, the six months ended

    September 30, 2015 and September 30, 2014 and the eight months ended November 30,

    2015 together with the annexures and notes thereto

    Restated Financial Statements Collectively, the Restated Consolidated Financial Statements and the Restated Standalone

    Financial Statements

    Restated Standalone Financial

    Statements

    The restated audited standalone financial information of our Company which comprises

    of the restated audited standalone balance sheet, the restated audited standalone profit and

    loss information and the restated audited standalone cash flow information as at and for

    the financial years ended March 31, 2015, March 31, 2014, March 31, 2013, March 31,

    2012 and March 31, 2011, the six months ended September 30, 2015 and September 30,

    2014 and the eight months ended November 30, 2015 together with the annexures and

    notes thereto

    Shareholders Shareholders of our Company from time to time

    SSDURCPL Sada Sharada Diagnostic Urology and Rehabilitation Centre Private Limited

    SSHDUA Sada Sharada Human Development and Upliftment Academy

    SSTRI Sada Sharada Tumour and Research Institute

    Strand-Triesta LLP Strand-Triesta Cancer Genomics LLP

    Subsidiaries or individually known

    as Subsidiary

    Subsidiaries of our Company namely:

    1. BACC Healthcare 2. DKR Healthcare 3. HCG Medi-Surge 4. HCG Pinnacle 5. HCG Regency 6. HCG Africa 7. HCG Mauritius 8. HCG Kenya

  • 4

    Term Description

    9. HCG Tanzania 10. HCG Uganda 11. HCG Senthil 12. Malnad Hospital 13. MIMS HCG

    Ubiquitous Ubiquitous Oncoreach LLP

    V-Sciences V-Sciences Investments Pte Ltd, a company incorporated under the laws of Singapore and

    having its registered office at 60B, Orchard Road, #06-18, Tower 2, The

    Atrium@Orchard, Singapore, 238891

    Offer Related Terms

    Term Description

    Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of

    registration of the Bid cum Application Form

    Allot/Allotment/Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant to the

    Fresh Issue and transfer of the Equity Shares offered by the Selling Shareholders

    pursuant to the Offer for Sale to the successful Bidders

    Allotment Advice Note or advice or intimation of Allotment sent to the Bidders who have been or are to be

    Allotted the Equity Shares after the Basis of Allotment has been approved by the

    Designated Stock Exchange

    Allottee A successful Bidder to whom the Equity Shares are Allotted

    Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in

    accordance with the requirements specified in the SEBI ICDR Regulations and this Red

    Herring Prospectus

    Anchor Investor Allocation Price The price at which Equity Shares will be allocated to Anchor Investors in terms of this

    Red Herring Prospectus and the Prospectus which will be decided by our Company, in

    consultation with the Investor Selling Shareholders and the BRLMs

    Anchor Investor Application Form The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and

    which will be considered as an application for Allotment in terms of this Red Herring

    Prospectus and Prospectus

    Anchor Investor Bid/Offer Period The day, one Working Day prior to the Bid/Offer Opening Date, on which Bids by

    Anchor Investors shall be submitted

    Anchor Investor Offer Price Final price at which the Equity Shares will be Allotted to Anchor Investors in terms of

    this Red Herring Prospectus and the Prospectus, which price will be equal to or higher

    than the Offer Price but not higher than the Cap Price

    The Anchor Investor Offer Price will be decided by our Company in consultation with

    the Investor Selling Shareholders and the BRLMs

    Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in consultation

    with the Investor Selling Shareholders and the BRLMs, to Anchor Investors on a

    discretionary basis

    One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,

    subject to valid Bids being received from domestic Mutual Funds at or above the Anchor

    Investor Allocation Price

    Application Supported by Blocked

    Amount or ASBA

    An application, whether physical or electronic, used by ASBA Bidders to make a Bid and

    authorize an SCSB to block the Bid Amount in the ASBA Account

    ASBA Bidder Any Bidder except Anchor Investor

    ASBA Form An application form, whether physical or electronic, used by ASBA Bidders which will

    be considered as the application for Allotment in terms of this Red Herring Prospectus

    and the Prospectus

    ASBA Account A bank account maintained with an SCSB and specified in the ASBA Form submitted by

    Bidders for blocking the Bid Amount mentioned in the ASBA Form

    Banker to the Offer/Escrow

    Collection Bank

    Banks which are clearing members and registered with SEBI as bankers to an issue and

    with whom the Escrow Account will be opened, in this case being Yes Bank Limited

    Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer and which is described in Offer Procedure on page 482

    Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder pursuant

    to submission of the ASBA Form, or during the Anchor Investor Bid/Offer Period by an

    Anchor Investor pursuant to submission of the Anchor Investor Application Form, to

    subscribe to or purchase the Equity Shares at a price within the Price Band, including all

    revisions and modifications thereto as permitted under the SEBI ICDR Regulations

    The term Bidding shall be construed accordingly

  • 5

    Term Description

    Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and

    payable by the Bidder or blocked in the ASBA Account of the Bidder, as the case may

    be, upon submission of the Bid

    Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as applicable

    Bid Lot []

    Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which

    the Designated Intermediaries will not accept any Bids, which shall be notified in two

    national daily newspapers, one each in English and Hindi, and in one Kannada daily

    newspaper, each with wide circulation

    Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the

    Designated Intermediaries shall start accepting Bids, which shall be notified in all

    editions of the English national newspaper Business Standard, all editions of the Hindi

    national newspaper Business Standard and the Bengaluru edition of the Kannada

    newspaper, Hosadigantha, each with wide circulation

    Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date

    and the Bid/Offer Closing Date, inclusive of both days, during which prospective Bidders

    can submit their Bids, including any revisions thereof

    Bidder Any prospective investor who makes a Bid pursuant to the terms of this Red Herring

    Prospectus and the Bid cum Application Form and unless otherwise stated or implied,

    includes an Anchor Investor

    Bidding Centers Centers at which at the Designated Intermediaries shall accept the ASBA Forms, i.e,

    Designated SCSB Branch for SCSBs, Specified Locations for Syndicate, Broker Centres

    for Registered Brokers, Designated RTA Locations for RTAs and Designated CDP

    Locations for CDPs

    Book Building Process Book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in

    terms of which the Offer is being made

    Book Running Lead Managers or

    BRLMs

    The book running lead managers to the Offer namely, Kotak Mahindra Capital Company

    Limited, Edelweiss Financial Services Limited, Goldman Sachs (India) Securities Private

    Limited, IDFC Securities Limited, IIFL Holdings Limited and Yes Bank Limited

    Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the ASBA

    Forms to a Registered Broker

    The details of such Broker Centres, along with the names and contact details of the

    Registered Broker are available on the respective websites of the Stock Exchanges

    (www.bseindia.com and www.nseindia.com)

    CAN/Confirmation of Allocation

    Note

    Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who

    have been allocated the Equity Shares, after the Anchor Investor Bid/Offer Period

    Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor

    Offer Price will not be finalised and above which no Bids will be accepted

    Cash Escrow Agreement Agreement dated [] entered into by our Company, the Selling Shareholders, the Registrar to the Offer, the BRLMs, the Syndicate Members, the Escrow Collection Bank

    and the Refund Bank for collection of the Bid Amounts from Anchor Investors, transfer

    of funds to the Public Issue Account and where applicable, refunds of the amounts

    collected from Anchor Investors, on the terms and conditions thereof

    Client ID Client identification number maintained with one of the Depositories in relation to demat

    account

    Collecting Depository Participant

    or CDP

    A depository participant as defined under the Depositories Act, registered with SEBI and

    who is eligible to procure Bids at the Designated CDP Locations in terms of circular no.

    CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI

    Cut-off Price Offer Price, finalised by our Company in consultation with the Investor Selling

    Shareholders and the BRLMs

    Only Retail Individual Bidders are entitled to Bid at the Cut-off Price. QIBs and Non-

    Institutional Bidders are not entitled to Bid at the Cut-off Price

    Demographic Details Details of the Bidders including the Bidders address, name of the Bidders father/husband, investor status, occupation and bank account details

    Designated Date The date on which funds are transferred from the Escrow Account and the amounts

    blocked by the SCSBs are transferred from the ASBA Accounts, as the case may be, to

    the Public Issue Account or the Refund Account, as appropriate, after filing of the

    Prospectus with the RoC Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms.

    The details of such Designated CDP Locations, along with names and contact details of

    the Collecting Depository Participants eligible to accept ASBA Forms are available on

    the respective websites of the Stock Exchanges (www.bseindia.com and

  • 6

    Term Description

    www.nseindia.com)

    Designated Intermediaries Syndicate, sub-Syndicate/agents, SCSBs, Registered Brokers, CDPs and RTAs, who are

    authorized to collect ASBA Forms from the ASBA Bidders, in relation to the Offer

    Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.

    The details of such Designated RTA Locations, along with names and contact details of

    the RTAs eligible to accept ASBA Forms are available on the respective websites of the

    Stock Exchanges (www.bseindia.com and www.nseindia.com)

    Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is

    available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home/list/5/3

    3/0/0/Recognised-Intermediaries or at such other website as may be prescribed by SEBI

    from time to time

    Designated Stock Exchange The National Stock Exchange of India Limited

    Draft Red Herring Prospectus or

    DRHP

    The Draft Red Herring Prospectus dated July 24, 2015, issued in accordance with the

    SEBI ICDR Regulations, which does not contain complete particulars of the price at

    which the Equity Shares will be Allotted and the size of the Offer

    Edelweiss Edelweiss Financial Services Limited

    Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or

    invitation under the Offer and in relation to whom the Bid cum Application Form and this

    Red Herring Prospectus will constitute an invitation to subscribe to or to purchase the

    Equity Shares

    Escrow Account Account opened with the Escrow Collection Bank and in whose favour the Anchor

    Investors will transfer money through direct credit/NEFT/RTGS in respect of the Bid

    Amount when submitting a Bid

    First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision

    Form and in case of joint Bids, whose name shall also appear as the first holder of the

    beneficiary account held in joint names

    Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the

    Offer Price and the Anchor Investor Offer Price will be finalised and below which no

    Bids will be accepted

    Fresh Issue The fresh issue of up to 11,600,000 Equity Shares aggregating up to `[] million by our Company

    General Information

    Document/GID

    The General Information Document prepared and issued in accordance with the circular

    (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI, suitably modified and included in Offer Procedure on page 460

    GS Goldman Sachs (India) Securities Private Limited

    IDFC IDFC Securities Limited

    IIFL IIFL Holdings Limited

    Investor Selling Shareholders MAT, MPEF, PIOF, V-Sciences

    Kotak Kotak Mahindra Capital Company Limited

    Maximum RIB Allottees Maximum number of RIBs who can be allotted the minimum Bid Lot. This is computed

    by dividing the total number of Equity Shares available for Allotment to RIBs by the

    minimum Bid Lot

    Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or 447,000 Equity

    Shares which shall be available for allocation to Mutual Funds only

    Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India

    (Mutual Funds) Regulations, 1996

    Net Proceeds Proceeds of the Fresh Issue less our Companys share of the Offer expenses

    For further information about use of the Offer Proceeds and the Offer expenses, see Objects of the Offer on page 113

    Non-Institutional Bidder/NIBs All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity

    Shares for an amount more than `200,000 (but not including NRIs other than Eligible

    NRIs)

    Non-Institutional Portion The portion of the Offer being not more than 15% of the Offer consisting of 4,470,000

    Equity Shares which shall be available for allocation on a proportionate basis to Non-

    Institutional Bidders, subject to valid Bids being received at or above the Offer Price

    Non-Resident A person resident outside India, as defined under FEMA and includes a non resident

    Indian, FIIs, FPIs and FVCIs

    Offer The public issue of up to 29,800,000 Equity Shares of face value of `10 each for cash at a

    price of `[] each, aggregating up to `[] million comprising the Fresh Issue and the Offer for Sale

    Offer Agreement The agreement dated July 24, 2015 and the addendum to the Offer Agreement dated

    February 9, 2016, between our Company, the Selling Shareholders and the BRLMs,

  • 7

    Term Description

    pursuant to which certain arrangements are agreed to in relation to the Offer

    Offer for Sale The offer for sale of up to 18,200,000 Equity Shares by Selling Shareholders at the Offer

    Price aggregating up to `[] million in terms of this Red Herring Prospectus

    Offer Price The final price at which Equity Shares will be Allotted to Bidders other than Anchor

    Investors. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor

    Offer Price in terms of this Red Herring Prospectus

    The Offer Price will be decided by our Company in consultation with the Investor Selling

    Shareholders and the BRLMs on the Pricing Date

    Offer Proceeds The proceeds of the Offer that are available to our Company and the Selling Shareholders

    Other Selling Shareholders 1. AOPL 2. Dr. BS Ajai Kumar 3. Dr. G Kilara 4. Dr. K Harish jointly with Shubha Harish 5. Dr. Nalini Kilara 6. Ganga Ramaiah 7. Gangadhara Ganapati 8. Rajesh Ramaiah 9. Shubha Harish jointly with Dr. K Harish

    Price Band Price band of a minimum price of `[] per Equity Share (Floor Price) and the maximum price of `[] per Equity Share (Cap Price) including any revisions thereof

    The Price Band and the minimum Bid Lot size for the Offer will be decided by our

    Company and the Investor Selling Shareholders in consultation with the BRLMs and will

    be advertised, at least five Working Days prior to the Bid/Offer Opening Date, in all

    editions of the English national newspaper Business Standard, all editions of the Hindi

    national newspapers Business Standard and the Bengaluru edition of the Kannada

    newspaper Hosadigantha, each with wide circulation

    Pricing Date The date on which our Company in consultation with the Investor Selling Shareholders

    and the BRLMs, will finalise the Offer Price

    Prospectus The Prospectus to be filed with the RoC after the Pricing Date in accordance with Section 26 of the Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia,

    the Offer Price that is determined at the end of the Book Building Process, the size of the

    Offer and certain other information including any addenda or corrigenda thereto

    Public Issue Account Bank account opened under Section 40(3) of the Companies Act, 2013 to receive monies

    from the Escrow Account and ASBA Accounts on the Designated Date

    QIB Category/QIB Portion The portion of the Offer (including the Anchor Investor Portion) being at least 75% of the

    Offer consisting of 22,350,000 Equity Shares which shall be Allotted to QIBs (including

    Anchor Investors)

    Qualified Institutional Buyers or

    QIBs or QIB Bidders

    Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR

    Regulations

    Red Herring Prospectus or RHP This Red Herring Prospectus to be issued in accordance with Section 32 of the

    Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which does not

    have complete particulars of the price at which the Equity Shares will be offered and the

    size of the Offer including any addenda or corrigenda thereto

    This Red Herring Prospectus will be registered with the RoC at least three days before

    the Bid/Offer Opening Date and will become the Prospectus upon filing with the RoC

    after the Pricing Date

    Refund Account The account opened with the Refund Bank, from which refunds, if any, of the whole or

    part of the Bid Amount to the Anchor Investors shall be made

    Refund Bank Yes Bank Limited

    Registered Brokers Stock brokers registered with the stock exchanges having nationwide terminals, other

    than the BRLMs and the Syndicate Members and eligible to procure Bids in terms of

    Circular No. CIR/CFD/14/2012 dated October 4, 2012 issued by SEBI

    Registrar and Share Transfer

    Agents or RTAs

    Registrar and share transfer agents registered with SEBI and eligible to procure Bids at

    the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015

    dated November 10, 2015 issued by SEBI

    Registrar to the Offer/Registrar Karvy Computershare Private Limited

    Retail Individual Bidder(s)/RIB(s) Individual Bidders, who have Bid for the Equity Shares for an amount not more than

    `200,000 in any of the bidding options in the Offer (including HUFs applying through

    their Karta and Eligible NRIs and does not include NRIs other than Eligible NRIs)

    Retail Portion The portion of the Offer being not more than 10% of the Offer consisting of 2,980,000

    Equity Shares which shall be available for allocation to Retail Individual Bidders) in

    accordance with the SEBI ICDR Regulations subject to valid Bids being received at or

  • 8

    Term Description

    above the Offer Price

    Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount

    in any of their ASBA Form(s) or any previous Revision Form(s)

    QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their

    Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail

    Individual Bidders can revise their Bids during the Bid/Offer Period and withdraw their

    Bids until Bid/Offer Closing Date.

    Self Certified Syndicate Bank(s) or

    SCSB(s)

    The banks registered with SEBI, offering services in relation to ASBA, a list of which is

    available on the website of SEBI at

    http://www.sebi.gov.in/sebiweb/home/list/5/33/0/0/Recognised-Intermediaries and

    updated from time to time

    Selling Shareholders Investor Selling Shareholders and Other Selling Shareholders offering Equity Shares in

    the Offer for Sale

    Selling Shareholders Share Escrow Agreement

    Agreement dated February 9, 2016 entered into by our Company, Dr. BS Ajai Kumar,

    Gangadhara Ganapati, Investor Selling Shareholders, the Share Escrow Agent, and the

    BRLMs in connection with the transfer of Equity Shares under the Offer for Sale by such

    Selling Shareholders and credit of such Equity Shares to the demat account of the

    Allottees

    Share Escrow Agent Escrow agent appointed pursuant to the Share Escrow Agreement, namely, Karvy

    Computershare Private Limited

    Share Escrow Agreement Agreement dated July 17, 2015 entered into by AOPL, Dr. G Kilara, Dr. K Harish,

    Shubha Harish, Dr. Nalini Kilara, Ganga Ramaiah, Rajesh Ramaiah, our Company and

    the Share Escrow Agent in connection with the transfer of Equity Shares under the Offer

    for Sale by such Selling Shareholders and credit of such Equity Shares to the demat

    account of the Allottees

    Specified Locations Bidding centres where the Syndicate shall accept ASBA Forms from Bidders

    Syndicate Agreement Agreement dated [] entered into entered into among the BRLMs, the Syndicate Members, our Company and the Selling Shareholders in relation to collection of Bid cum

    Application Forms by Syndicate

    Syndicate Members Intermediaries registered with SEBI who are permitted to carry out activities as an

    underwriter, namely, Kotak Securities Limited, Edelweiss Securities Limited, Sharekhan

    Limited and India Infoline Limited

    Syndicate The BRLMs and the Syndicate Members

    Underwriters The BRLMs and the Syndicate Members

    Underwriting Agreement The agreement among the Underwriters, our Company and the Selling Shareholders to be

    entered into on or after the Pricing Date

    Working Day Working Day, with reference to (a) announcement of Price Band; and (b) Bid/Offer Period, shall mean all days, excluding Saturdays, Sundays and public holidays, on which

    commercial banks in Mumbai are open for business; and (c) the time period between the

    Bid/Offer Closing Date and the listing of the Equity Shares on the Stock Exchanges, shall

    mean all trading days of Stock Exchanges, excluding Sundays and bank holidays, as per

    the SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016.

    Yes Bank Yes Bank Limited

    Technical/Industry Related Terms/Abbreviations

    Term Description

    3D-CRT 3D-Conformal Radiation Therapy

    CAP College of American Pathologists

    CDC CDC Group plc

    CT Computed Tomography

    DNA Deoxyribo Nucleic Acid

    EMR Electronic Medical Record

    ERP Enterprise resource planning

    FDG Fludeoxyglucose

    GIPSA The General Insurers (Public Sector) Association of India

    HIS Hospital Information Systems

    IBEF India Brand Equity Foundation

    ICSI Intracyctoplasmic Sperm Injection

    ICU Intensive Care Unit

    IGRT Image Guided Radiation Therapy

    IMRT Intensity-Modulated Radiation Therapy

    IUI Intrauterine Insemination

  • 9

    Term Description

    IVF In Vitro Fertilisation

    LINAC Linear Accelerator

    MBBS Bachelor of Medicine, Bachelor of Surgery

    MRI Magnetic Resonance Imaging

    NABH National Accreditation Board for Hospitals and Healthcare Providers

    NABL National Accreditation Board for Testing and Calibration Laboratories

    NMR Nuclear Magnetic Resonance

    PACS Picture Archiving and Communication System

    PCOS Poly-Cystic Ovarian Syndrome

    PCR Polymerase Chain Reaction

    PET-CT Positron Emission TomographyComputed Tomography

    RIS Radiology Information System

    RNA Ribonucleic Acid

    SRS Stereotactic Radiosurgery

    SRT Stereotactic Radiotherapy

    WBRRS Whole Body Robotic Radiosurgery

    Conventional and General Terms or Abbreviations

    Term Description

    `/Rs./Rupees/INR Indian Rupees

    AERB Atomic Energy Regulatory Board

    AGM Annual General Meeting

    AIF Alternative Investment Fund as defined in and registered with SEBI under the Securities

    and Exchange Board of India (Alternative Investments Funds) Regulations, 2012

    Air Act Air (Prevention and Control of Pollution) Act, 1981

    ART Bill The Assisted Reproductive Technologies (Regulation) Bill of 2013

    ART Guidelines The Assisted Reproductive Technologies Guidelines

    AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India

    Atomic Energy Act Atomic Energy Act, 1962

    Atomic Energy Rules Atomic Energy (Radiation Protection) Rules, 2004

    BMW Rules Bio-Medical Waste (Management and Handling) Rules, 1998

    Bn/bn Billion

    BSE BSE Limited

    CAGR Compounded Annual Growth Rate

    Category I Foreign Portfolio

    Investors

    FPIs who are registered as Category I foreign portfolio investors under the SEBI FPI Regulations

    Category II Foreign Portfolio

    Investors

    FPIs who are registered as Category II foreign portfolio investors under the SEBI FPI Regulations

    Category III Foreign Portfolio

    Investors

    FPIs who are registered as Category III foreign portfolio investors under the SEBI FPI Regulations

    CCI Competition Commission of India

    CDSL Central Depository Services (India) Limited

    CENVAT Central Value Added Tax

    CESTAT Customs, Excise and Service Tax Appellate Tribunal

    CIN Corporate Identity Number

    CIT Commissioner of Income Tax

    Civil Code The Code of Civil Procedure, 1908

    Companies Act Companies Act, 1956 and Companies Act, 2013, as applicable

    Companies Act, 1956 Companies Act, 1956 (without reference to the provisions thereof that have ceased to

    have effect upon notification of the sections of the Companies Act, 2013) along with the

    relevant rules made thereunder

    Companies Act, 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the Notified

    Sections, along with the relevant rules made thereunder

    Competition Act The Competition Act, 2002

    Customs Act The Customs Act, 1962

    DCA Drugs and Cosmetics Act, 1940

    DCA Rules Drugs and Cosmetics Rules, 1945

    Depositories NSDL and CDSL

    Depositories Act The Depositories Act, 1996

    DIN Director Identification Number

    DP ID Depository Participants Identification

    DP/Depository Participant A depository participant as defined under the Depositories Act

  • 10

    Term Description

    DTC Direct Taxes Code

    EGM Extraordinary General Meeting

    EPA Environment Protection Act, 1986

    EPCG Scheme The Export Promotion Capital Goods Scheme

    EPS Earnings Per Share

    Equity Listing Agreement Listing Agreement to be entered into with the Stock Exchanges on which the Equity

    Shares are to be listed

    ESI Act Employees State Insurance Act, 1948

    Euro/ The currency of the member states of the European Union that have adopted the single currency in accordance with the Treaty on the Functioning of the European Union, as

    amended

    FCNR Foreign Currency Non-Resident

    FDI Foreign Direct Investment

    FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder

    FEMA Regulations FEMA (Transfer or Issue of Security by a Person Resident Outside India) Regulations,

    2000 and amendments thereto

    FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations

    Financial Year/Fiscal/ Fiscal

    Year/FY Unless stated otherwise, the period of 12 months ending March 31 of that particular year

    FIPB Foreign Investment Promotion Board

    FPI(s) Foreign Portfolio Investors as defined under the SEBI FPI Regulations

    FVCI Foreign Venture Capital Investors as defined and registered under the SEBI FVCI

    Regulations

    GDP Gross Domestic Product

    GIR General Index Register

    GoI/Government Government of India

    GST Goods and Services Tax

    Hazardous Waste Rules, HMW

    Rules

    Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008

    ICAI The Institute of Chartered Accountants of India

    ICDS Income Computation and Disclosure Standards notified by the Ministry of Finance on

    March 31, 2015

    IFRS International Financial Reporting Standards

    IMCA Indian Medical Council Act, 1956

    IMDA Indian Medical Degree Act, 1916

    Income Tax Act The Income Tax Act, 1961

    India Republic of India

    Indian Accounting Standard

    Rules

    The Companies (Indian Accounting Standards) Rules of 2015

    Indian GAAP Generally Accepted Accounting Principles in India

    IPO Initial public offering

    IRDA Insurance Regulatory and Development Authority of India

    IST Indian Standard Time

    IT Information Technology

    Legal Metrology Act Legal Metrology Act, 2009

    LLP Act Limited Liability Partnership Act, 2008

    MCA Ministry of Corporate Affairs, Government of India

    Mn/mn Million

    MTP Act Medical Termination of Pregnancy Act, 1971

    N.A./NA Not Applicable

    Narcotic Act Narcotic Drugs and Psychotropic Substances Act, 1985

    NAV Net Asset Value

    NBFC Non-banking financial company registered with the RBI

    NECS National Electronic Clearing Services

    NEFT National Electronic Fund Transfer

    Notified Sections The sections of the Companies Act, 2013 that were notified by the Ministry of Corporate

    Affairs, Government of India

    NR Non-resident

    NRE Account Non Resident External Account

    NRI A person resident outside India, who is a citizen of India or a person of Indian origin, and

    shall have the meaning ascribed to such term in the Foreign Exchange Management

    (Deposit) Regulations, 2000

    NRO Account Non Resident Ordinary Account

  • 11

    Term Description

    NSDL National Securities Depository Limited

    NSE The National Stock Exchange of India Limited

    OCB/Overseas Corporate Body A company, partnership, society or other corporate body owned directly or indirectly to

    the extent of at least 60% by NRIs including overseas trusts, in which not less than 60%

    of beneficial interest is irrevocably held by NRIs directly or indirectly and which was in

    existence on October 3, 2003 and immediately before such date had taken benefits under

    the general permission granted to OCBs under FEMA. OCBs are not allowed to invest in

    the Offer

    p.a. Per annum

    P/E Ratio Price/Earnings Ratio

    PAN Permanent Account Number

    PAT Profit After Tax

    Pharmacy Act Pharmacy Act, 1948

    PNDT Act Pre-Conception and Pre-Natal Diagnostic Techniques (Prohibition of Sex Selection) Act,

    1994

    Radiation Rules Radiation Protection Rules, 1971

    Radiation Surveillance Procedure Radiation Surveillance Procedures for Medical Application of Radiation, 1989

    Radioactive Waste Rules Atomic Energy (Safe Disposal of Radioactice Waste) Rules, 1987

    RBI Reserve Bank of India

    RoC Registrar of Companies, Bangalore

    RTGS Real Time Gross Settlement

    SCRA Securities Contracts (Regulation) Act, 1956

    SCRR Securities Contracts (Regulation) Rules, 1957

    SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992

    SEBI Act Securities and Exchange Board of India Act 1992

    SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations,

    2012

    SEBI Depository Regulations Securities and Exchange Board of India (Depositories and Participants) Regulations, 1996

    SEBI FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,

    1995

    SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014

    SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations,

    2000

    SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

    Regulations, 2009

    SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure

    Requirements) Regulations, 2015

    SEBI Mutual Fund Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996

    SEBI Portfolio Manager

    Regulations

    Securities and Exchange Board of India (Portfolio Managers) Regulations, 1993

    SEBI Stock Broker Regulations Securities and Exchange Board of India (Stock Brokers and Sub-Brokers) Regulations,

    1992

    SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996

    Securities Act U.S. Securities Act, 1933

    SICA Sick Industrial Companies (Special Provisions) Act, 1985

    Sq. ft./sq.ft. Square feet

    Stamp Act The Indian Stamp Act, 1899

    State Government The government of a state in India

    Stock Exchanges The BSE and the NSE

    STT Securities Transaction Tax

    Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and

    Takeovers) Regulations, 2011

    TAN Tax deduction account number

    Transplantation of Organs Act Transplantation of Human Organs Act, 1994

    U.S./USA/United States United States of America

    ULIP Unit-linked insurance plan

    US GAAP Generally Accepted Accounting Principles in the United States of America

    USD/US$ United States Dollars

    VAS Value Added Services

    VAT Value Added Tax

    VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF

    Regulations

    Water Act Water (Prevention and Control of Pollution) Act, 1974

  • 12

    Term Description

    X-Ray Safety Code The Safety Code for Medical Diagnostic X-Ray Equipment and Installations, 2001

    The words and expressions used but not defined herein shall have the same meaning as is assigned to such terms

    under the SEBI ICDR Regulations, the Companies Act, the SCRA, the Depositories Act and the rules and

    regulations made thereunder.

    Notwithstanding the foregoing, terms in Statement of Tax Benefits, Financial Statements and Main Provisions of Articles of Association on pages 124, 227 and 496, respectively, shall have the meaning given to such terms in

    such sections.

  • 13

    PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

    Certain Conventions

    All references in this Red Herring Prospectus to India are to the Republic of India, all references to Kenya are to the Republic of Kenya, all references to Mauritius are to the Republic of Mauritius, all references to Tanzania are to the United Republic of Tanzania, all references Uganda are to the Republic of Uganda and all references to USA, US and United States are to the United States of America.

    Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers of

    this Red Herring Prospectus.

    Financial Data

    Unless stated otherwise, the financial data in this Red Herring Prospectus is derived from the Restated Financial

    Statements prepared in accordance with the Companies Act and Indian GAAP, and restated in accordance with the

    SEBI ICDR Regulations.

    In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed

    are due to rounding off. All figures in decimals have been rounded off to the second decimal and all percentage

    figures have been rounded off to two decimal places and accordingly there may be consequential changes in this

    Red Herring Prospectus.

    Our Companys financial year commences on April 1 and ends on March 31 of the next year; accordingly, all references to a particular financial year, unless stated otherwise, are to the 12 months ended on March 31 of that

    year.

    There are significant differences between Indian GAAP, US GAAP and IFRS. Our Company does not provide

    reconciliation of the financial information included in this Red Herring Prospectus to IFRS or US GAAP. Our

    Company has not attempted to explain those differences or quantify their impact on the financial data included in

    this Red Herring Prospectus and it is urged that you consult your own advisors regarding such differences and their

    impact on financial data included in this Red Herring Prospectus. For details in connection with risks involving differences between Indian GAAP and IFRS, see Risk Factors on page 39. Accordingly, the degree to which the

    financial information included in this Red Herring Prospectus will provide meaningful information is entirely

    dependent on the readers level of familiarity with Indian accounting policies and practices, the Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting policies and practices on

    the financial disclosures presented in this Red Herring Prospectus should accordingly be limited.

    Unless the context otherwise indicates, any percentage amounts, as set forth in Risk Factors, Our Business and Managements Discussion and Analysis of Financial Conditions and Results of Operations on pages 17, 150 and

    376 respectively, and elsewhere in this Red Herring Prospectus have been calculated on the basis of the Restated

    Financial Statements of our Company prepared in accordance with the Companies Act and Indian GAAP and

    restated in accordance with the SEBI ICDR Regulations.

    EBITDA presented in this Red Herring Prospectus is a supplemental measure of our performance and liquidity that

    is not required by, or presented in accordance with, Indian GAAP, IFRS or US GAAP. Furthermore, EBITDA is not

    a measurement of our financial performance or liquidity under Indian GAAP, IFRS or US GAAP and should not be

    considered as an alternative to net profit/loss, revenue from operations or any other performance measures derived

    in accordance with Indian GAAP, IFRS or US GAAP or as an alternative to cash flow from operations or as a

    measure of our liquidity. In addition, EBITDA is not a standardised term, hence a direct comparison of EBITDA

    between companies may not be possible. Other companies may calculate EBITDA differently from us, limiting its

    usefulness as a comparative measure.

    Currency and Units of Presentation

    All references to:

    Euro or are to the currency of the member states of the European Union that have adopted the single currency in accordance with the Treaty on the Functioning of the European Union, as amended;

    KES are to the Kenyan Shilling, the official currency of the Republic of Kenya;

    MUR or are to the Mauritian Rupee, the official currency of the Republic of Mauritius;

    Rupees or ` or INR or Rs. are to the Indian Rupee, the official currency of the Republic of India;

  • 14

    TZS are to the Tanzanian Shilling, the official currency of the United Republic of Tanzania;

    UGX are to the Ugandan Shilling, the official currency of the Republic of Uganda; and

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

    Our Company has presented certain numerical information in this Red Herring Prospectus in million units. One million represents 1,000,000 and one billion represents 1,000,000,000.

    Exchange Rates

    This Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees that have

    been presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a

    representation that these currency amounts could have been, or can be converted into Indian Rupees, at any

    particular rate or at all.

    The following table sets forth, for the periods indicated, information with respect to the exchange rate between the

    Rupee and (i) the Euro (in Rupees per Euro) (ii) the KES (in Rupees per KES); (iii) the MUR (in Rupees per MUR);

    (iv) the TZS (in Rupees per TZS); (v) the UGX (in Rupees per UGX); and (vi) the USD (in Rupees per USD):

    Currency As on March 31, 2013(1)

    (`)

    As on March 31, 2014(1)

    (`)

    As on March 31, 2015(1)

    (`)

    As on September 30,

    2015

    (`)

    1 Euro 69.50 82.30 67.20 73.50

    1 KES 0.64 0.69 0.67 0.63

    1 MUR 1.75 1.99 1.71 1.85

    1 TZS 0.03 0.04 0.04 0.03

    1 UGX 0.02 0.02 0.02 0.02

    1 USD 54.28 59.88 62.31 65.59 (Source: Bloomberg) (1) In the event that March 31 of any of the respective years is a public holiday, the previous calendar day not being a public holiday has been

    considered

    Industry and Market Data

    Unless stated otherwise, industry and market data used in this Red Herring Prospectus has been obtained or derived

    from publicly available information as well as industry publications and sources.

    Industry publications generally state that the information contained in such publications has been obtained from

    publicly available documents from various sources believed to be reliable but their accuracy and completeness are

    not guaranteed and their reliability cannot be assured. Although we believe the industry and market data used in this

    Red Herring Prospectus is reliable, it has not been independently verified by us or the BRLMs or any of their

    affiliates or advisors. The data used in these sources may have been reclassified by us for the purposes of

    presentation. Data from these sources may also not be comparable. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors, including those discussed in Risk Factors on page 17. Accordingly, investment decisions should not be based solely on such information.

    In accordance with the SEBI ICDR Regulations, Basis for Offer Price on page 122 includes information relating

    to our peer group companies. Such information has been derived from publicly available sources, and neither we,

    nor the BRLMs have independently verified such information.

    The extent to which the market and industry data used in this Red Herring Prospectus is meaningful depends on the

    readers familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which the business of our Company is conducted, and

    methodologies and assumptions may vary widely among different industry sources.

    Only statements and undertakings which are specifically confirmed or undertaken by the Investor Selling Shareholders and Other Selling Shareholders, as the case may be, in this Red Herring Prospectus shall severally and

    not jointly deemed to be statements and undertakings made by such Selling Shareholders. All other statements

    and/or undertakings in this Red Herring Prospectus shall be statements and undertakings made by our Company

    even if the same relates to the Selling Shareholder(s).

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    FORWARD-LOOKING STATEMENTS

    This Red Herring Prospectus contains certain forward-looking statements. These forward-looking statements generally can be identified by words or phrases such as aim, anticipate, believe, expect, estimate, intend, objective, plan, project, will, will continue, will pursue or other words or phrases of similar import. Similarly, statements that describe our Companys strategies, objectives, plans or goals are also forward-looking statements.

    All forward-looking statements are subject to risks, uncertainties and assumptions about us that could cause actual

    results to differ materially from those contemplated by the relevant forward-looking statement.

    Actual results may differ materially from those suggested by the forward-looking statements due to risks or

    uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining to the

    industry in which our Company has businesses and its ability to respond to them, its ability to successfully

    implement its strategy, its growth and expansion, technological changes, its exposure to market risks, general

    economic and political conditions in India and globally which have an impact on its business activities or

    investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates,

    foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and

    globally, changes in laws, regulations and taxes and changes in competition in its industry. Important factors that

    could cause actual results to differ materially from our Companys expectations include, but are not limited to, the following:

    reported net losses by our Company and some Subsidiaries in the recent fiscal periods and their inability to achieve or sustain profitability in the future;

    recurrence of incidents of fraud committed by employees and officers of our Subsidiaries;

    unpredictability and variability of our results of operations year after year;

    inability to maintain or successfully expand our HCG network and our Milann network or closing down of any of our existing centres;

    inability to successfully execute our growth strategy;

    outcome of the legal proceedings pending against our Promoters;

    resignation of our specialist physicians or our inability to attract or retain such specialist physicians;

    adverse economic, regulatory or other developments within Bengaluru, which may materially and adversely affect our centre of excellence in Bengaluru;

    failure to receive payments on time from our payers; and

    changes in government policies that relate to patients covered by government schemes.

    For further discussion of factors that could cause the actual results to differ from the expectations, see Risk Factors, Our Business and Managements Discussion and Analysis of Financial Condition and Results of Operations on pages 17, 150 and 376, respectively. By their nature, certain market risk disclosures are only

    estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses

    could materially differ from those that have been estimated.

    We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be

    correct. Given these uncertainties, investors are cautioned not to place undue reliance on such forward-looking

    statements and not to regard such statements as a guarantee of future performance.

    Forward-looking statements reflect the current views of our Company as of the date of this Red Herring Prospectus

    and are not a guarantee of future performance. These statements are based on the managements beliefs and assumptions, which in turn are based on currently available information. Although we believe the assumptions upon

    which these forward-looking statements are based are reasonable, any of these assumptions could prove to be

    inaccurate, and the forward-looking statements based on these assumptions could be incorrect. Neither our

    Company, our Directors, the Investor Selling Shareholders, Other Selling Shareholders, the BRLMs nor any of their

    respective affiliates have any obligation to update or otherwise revise any statements reflecting circumstances

    arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do

    not come to fruition.

    In accordance with SEBI requirements, our Company and the BRLMs will ensure that investors in India are

    informed of material developments until the time of the grant of listing and trading permission by the Stock

    Exchanges. The Investor Selling Shareholders and Other Selling Shareholders severally and not jointly will ensure

  • 16

    that investors are informed of material developments in relation to statements and undertakings made by the Selling

    Shareholders in this Red Herring Prospectus and the Prospectus until the time of the grant of listing and trading

    permission by the Stock Exchanges. Further, in accordance with Regulation 51A of the SEBI ICDR Regulations,

    our Company may be required to undertake an annual updation of the disclosures made in this Red Herring

    Prospectus and make it publicly available in the manner specified by SEBI.

  • 17

    SECTION II: RISK FACTORS

    RISK FACTORS

    An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the information

    in this Red Herring Prospectus, including the risks and uncertainties described below, before making an investment

    in our Equity Shares. If any one or a combination of the following risks actually occurs, our business, prospects,

    financial condition and results of operations could suffer, the trading price of our Equity Shares could decline and

    you may lose all or part of your investment. In addition, the risks set out in this section may not be exhaustive and

    additional risks and uncertainties not presently known to us, or which we currently deem to be immaterial, may

    arise or may become material in the future. Unless specified in the relevant risk factors below, we are not in a

    position to quantify the financial implication of any of the risks mentioned below. Any potential investor in, and

    purchaser of, the Equity Shares should pay particular attention to the fact that we are governed in India, by a legal

    and regulatory environment which may be different from that which prevails in the United States and other

    countries in some material respects. In making an investment decision, prospective investors must rely on their own

    examination of us on a consolidated and standalone basis and the terms of the Offer including the merits and the

    risks involved. To obtain a complete understanding of our business, you should read the sections Our Business and Management's Discussion and Analysis of Financial Condition and Result of Operations on pages 150 and 376, respectively. If our business, results of operations or financial condition suffer, the price of our Equity Shares

    and the value of your investments in the Equity Shares could decline.

    This Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties. Our

    results could differ materially from those anticipated in these forward-looking statements as a result of certain

    factors, including the considerations described below and elsewhere in this Red Herring Prospectus.

    In this section, unless the context otherwise requires, a reference to our Company or to we, us and our refers to HealthCare Global Enterprises Limited, its Subsidiaries and LLPs on a consolidated basis. Unless

    otherwise stated or the context otherwise requires, the financial information used in this section is derived from the

    Restated Consolidated Financial Statements. We have included certain discussions relating to our audited restated

    consolidated financial statements for the eight months ended November 30, 2015 in this section as additional

    information in relation to our financial performance in Fiscal Year 2016.

    INTERNAL RISK FACTORS

    1. We and two of our Subsidiaries have reported net losses in the recent fiscal periods and may be unable to achieve or sustain profitability in the future, which may materially and adversely impact our business and

    prospects.

    We incurred consolidated net losses amounting to `7.49 million, `355.53 million and `105.14 million

    during the six months ended September 30, 2015 and Fiscal Years 2014 and 2013 and standalone net losses

    amounting to `45.27 million, `23.66 million, `394.98 million and `71.58 million during the same periods,

    respectively. We also incurred consolidated net loss amounting to `37.11 million and standalone net loss

    amounting to `61.49 million during the eight months ended November 30, 2015. Our Subsidiary, HCG

    Medi-Surge incurred a loss before share of profit/ (loss) of minority interest amounting to `28.97 million

    during Fiscal Year 2014. Additionally, our Subsidiary, Malnad Hospital incurred losses before share of

    profit/ (loss) of minority interest amounting to `1.43 million and `3.14 million during the six months ended

    September 30, 2015 and Fiscal Year 2015, respectively. Malnad Hospital, also incurred a loss before share

    of profit/ (loss) of minority interest amounting to `1.35 million during the eight months ended November

    30, 2015. Our, HCG Medi-Surge's and Malnad Hospital's losses are primarily attributable to insufficient

    revenue to cover the expenses incurred on significant amount of debt obtained, and the depreciation

    expenses resulting from capital investments, in relation to the operation and expansion of our, HCG Medi-

    Surge's and Malnad Hospital's businesses. Although our revenue has increased on a year-on-year basis in

    the recent Fiscal Years and also from the six months ended September 30, 2014 to the six months ended

    September 30, 2015, and we earned a consolidated net profit amounting to `5.46 million during Fiscal Year

    2015, we may be unable to achieve or sustain profitability on this revenue growth rate in the future.

    We expect to continue to make substantial expenditures in the future to develop and expand our

    business, which may result in us incurring future losses. We cannot assure you that we will be able to

    realise any profits from such proposed expansions in a timely manner, or at all. In particular, our cancer

    care business is capital intensive and new cancer centres require a gestation period to break even, as a

    result of which we may not realise any profit corresponding to the amounts spent in a timely manner, or at

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    all. In the past, we have also experienced delays in executing our cancer care projects due to, among other

    things, delays in obtaining requisite government approvals, delays by partners in completing

    construction and delivering the facilities, delays by vendors in delivering equipment and changes in the

    specification of the facilities due to technical and regulatory considerations, which resulted in significant

    cost overruns and reduced profitability. We may also experience time and cost overruns in the future in

    relation to our projects under development. Any delays and cost overruns in the future could materially

    and adversely impact our profitability. Our growth strategy may also prove more expensive than we

    currently anticipate and we may not succeed in increasing our revenue sufficiently to offset any higher

    expenses. These increased expenditures may impair our ability to achieve or sustain profitability in

    the future. Our results of operations and profitability may also be influenced by the timing of the opening

    of new centres and the number of new centres opened, as new centres generally have lower revenue and higher operating expenses initially. See also, Management's Discussion and Analysis of Financial Condition and Results of Operations Factors Affecting our Financial Results Expansion of our HCG Network and our Milann Network on page 379.

    Our prior losses have had and will continue to have an adverse effect on our business. If we continue to

    incur losses in the future or we are unable to achieve or sustain our profitability, our business and

    prospects may be materially and adversely affected.

    2. There have been incidents of fraud committed by employees of one of our former subsidiaries as well as by senior managers at our cancer centres in the past. If such incidents of fraud were to recur, our

    business, reputation and results of operations could be materially and adversely affected.

    Our former subsidiary, HCG Vijay, recorded excess revenue amounting to `40.44 million and corresponding

    excess balance in trade receivables amounting to `29.86 million and unbilled revenue amounting to `10.58

    million in the past. Of this, `32.79 million was recognised in our consolidated financial statements (prior to

    restatement adjustments) and HCG Vijay's standalone financial statements for Fiscal Year 2013, representing

    0.94% of our consolidated total revenue (prior to restatement adjustments) and 29.04% of HCG Vijay's total

    revenue, respectively, for the same year. Additionally, `7.65 million was recognised in our consolidated

    financial statements (prior to restatement adjustments) and HCG Vijay's standalone financial statements for

    Fiscal Year 2012, representing 0.28% of our consolidated total revenue (prior to restatement adjustments)

    and 7.92% of HCG Vijay's total revenue, respectively, for the same year. This excess revenue was recorded

    due to deliberate recording of fictitious invoices and services as revenue by certain employees of HCG Vijay.

    This excess amount has been adjusted for in our restated consolidated financial statements for Fiscal Years 2012 and 2013 included in this Red Herring Prospectus. For further details, see Financial Statements Annexure 4 Consolidated Summary Statement of Adjustments to Audited Financial Statement on page 237. In addition, two senior managers of our comprehensive cancer centres at Kalinga Rao Road and

    Double Road in Bengaluru had misappropriated funds amounting to `3.00 million during Fiscal Year 2011.

    Although we reversed the excess revenue for HCG Vijay in our consolidated financial statements for Fiscal

    Year 2014 and have initiated legal proceedings against the employees responsible for the fraudulent

    accounting, and have terminated the employment of the two senior managers at our comprehensive cancer

    centres at Kalinga Rao Road and Double Road in Bengaluru, we cannot assure you that similar incidents

    will not occur in the future. If such incidents of fraud were to recur, our business, reputation and results of

    operations could be materially and adversely affected. For details of the legal proceedings and our fraud prevention and detection mechanisms, see Outstanding Litigation and Material Developments and "Management's Discussion and Analysis of Financial Condition and Results of Operations Significant Accounting Policies Revenue Recognition" on pages 408 and 385, respectively.

    3. Our results of operations are likely to vary from period to period and be unpredictable, which could cause the market price of the Equity Shares to decline.

    Our results of operations have historically varied from period to period due to various factors, and we

    expect that this trend will continue. You should not rely on our past financial results for any period as

    indicators of future performance. Our results of operations in any given period can be influenced by a

    number of factors, many of which are outside of our control and may be difficult to predict, including:

    political and economic conditions, both in and outside India and in particular, in Africa where most of our international patients come from;

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    non-availability of specialist physicians and doctors at our centres and hospitals;

    the timing of opening and the number of new centres;

    outbreak of epidemics, especially in Africa (such as Ebola), which may reduce the number of our international patients;

    changes in the competitive landscape in which we operate;

    changes in trends of cancer and fertility incidences in and outside India;

    government policies which may affect the pricing of our medical services;

    adverse publicity or loss of reputation of our centres, hospitals and brands; and/or

    any other risk factors described in this Red Herring Prospectus.

    See also, Management's Discussion and Analysis of Financial Condition and Results of Operations Factors Affecting our Financial Results on page 379 for details on the factors affecting our financial

    results.

    All of these factors, in combination or alone could negatively impact the number of our new patient

    registrations and may cause significant fluctuations in our results of operations. This variability and

    unpredictability could materially and adversely affect our results of operations and financial condition.

    4. The success of our business is dependent on our ability to maintain and expand our HCG network and our Milann network. If we are unable to successfully maintain or expand our HCG network and our

    Milann network or if any of our existing centres or hospitals are closed down, our business, financial

    condition and cash flows could be materially and adversely affected.

    Historically, our business growth has been primarily driven by establishing new centres and hospitals

    through various partnership arrangements and acquisitions; and we expect these to continue to be the key drivers for our future growth. See also, Our Business Our partnership arrangements and History and Certain Corporate Matters Summary of Key Agreements and Shareholders Agreements on

    pages 1 5 9 and 1 9 4 , respectively.

    The success of our business is dependent on our ability to maintain our relationships with our partners, to

    identify suitable partners and acquisitions targets and to undertake new partnership arrangements and