Dr Agarwal's Health Care Ltd IPO

The IPO opens on 29 Jan 2025 & closes on 31 Jan 2025.

Dr Agarwal's Health Care Limited was incorporated as Dr. Agarwal's Health Care Limited' pursuant to Certificate of Incorporation dated April 19, 2010, issued by the Registrar of Companies, Tamil Nadu at Chennai and commenced operations pursuant to Certificate for Commencement of Business dated May 29, 2010, issued by the RoC. The Company provide eye care services and products, covering cataract surgeries, refractive treatments and other surgeries; and services such as consultations, clinical investigations and diagnoses and non-surgical treatments; and sell opticals, contact lenses and accessories, and eye care related pharmaceutical products. It offer surgeries for multiple eye ailments, including cataract, corneal, retinal, and refractive, and other surgeries. It provide other treatments, including glaucoma treatments, squint treatments, and oculoplasty surgeries, among others. Some of the key surgical capabilities include intraocular lens procedures, cornea transplantation, pinhole pupilloplasty, single pass four-throw pupilloplasty and LASIK surgeries. The Company had set up eye clinics by entering into Telangana and Karnataka markets during the year 2010. In 2012, it entered the Africa market with Dr, Amelia Buque to jointly promote eye hospitals and other health care related services in Mozambique. In addition to operations in India, the Company commenced international operations in 2012, which presently operate 15 Facilities in Africa, where it provide a range of eye care services, including treatments for cataract, glaucoma, diabetic retinopathy, retinal detachment, and dry eye, along with refractive surgeries, and paediatric and neuro ophthalmological. Further, the Company acquired hospitals in Maharashtra in 2017. It launched the 100th eye care facility in 2021; further it strengthened the Gujarat market by acquiring the eye care business in 2022; acquired Punjab Eye Hospital in 2023; acquired an eye care business in Varanasi, Uttar Pradesh and acquired Dr Thind Eye Care Private Limited in Punjab in 2024. The Company raised funds of Rs 3027.26 Cr through IPO by issuing an aggregate of 75,304,970 equity shares of face value of Re 1, comprising a fresh issue of 7,462,686 equity shares amounting to Rs 300 Cr and the offer for sale of 67,842,284 equity shares amounting to Rs 2727.26 Cr in January 2025. During the year 2025, Company has opened 31 new primary centres during the year. On May 27, 2025, the Company expanded its operations, by opening the first eye care facility in the NCR, New Delhi.

Dr Agarwal's Health Care Ltd IPO will close on 31 Jan 2025.

<ul><li>Largest eyecare services provider in India with a trusted brand.</li><li>End-to-end, comprehensive eyecare services offering.</li><li>Scalable, asset-light, hub-and-spoke operating model.</li><li>Proven clinical excellence driven by a strong clinical board and history of surgical innovations.</li><li>Doctor-promoters leading a team of qualified medical professionals and supported by an experienced management.</li><li>Proven track record of delivering organic growth, integrating and scaling acquisitions and improving operating profitability.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Amar Agarwal</td> <td>17824560</td> <td>5.78</td> <td>15648321</td> <td>4.95</td> </tr> <tr> <td>2</td> <td>Athiya Agarwal</td> <td>21559680</td> <td>6.99</td> <td>18929851</td> <td>5.99</td> </tr> <tr> <td>3</td> <td>Adil Agarwal</td> <td>17630640</td> <td>5.71</td> <td>14559452</td> <td>4.6</td> </tr> <tr> <td>4</td> <td>Anosh Agarwal</td> <td>22073430</td> <td>7.16</td> <td>18458922</td> <td>5.83</td> </tr> <tr> <td>5</td> <td>Ashvin Agarwal</td> <td>15285390</td> <td>4.95</td> <td>15044121</td> <td>4.76</td> </tr> <tr> <td>6</td> <td>Ashar Agarwal</td> <td>493020</td> <td>0.16</td> <td>493020</td> <td>0.16</td> </tr> <tr> <td>7</td> <td>Amar Agarwal Family Trust</td> <td>30</td> <td>---</td> <td>30</td> <td>---</td> </tr> <tr> <td>8</td> <td>Adil Agarwal Family Trust</td> <td>30</td> <td>---</td> <td>30</td> <td>---</td> </tr> <tr> <td>9</td> <td>Anosh Agarwal Family Trust</td> <td>30</td> <td>---</td> <td>30</td> <td>---</td> </tr> <tr> <td>10</td> <td>Ashvin Agarwal Family Trust</td> <td>30</td> <td>---</td> <td>30</td> <td>---</td> </tr> <tr> <td>11</td> <td>Ashar Agarwal Family Trust</td> <td>30</td> <td>---</td> <td>30</td> <td>---</td> </tr> <tr> <td>12</td> <td>Dr.Agarwals's Eye Institute</td> <td>15424230</td> <td>5</td> <td>13540361</td> <td>4.3</td> </tr> <tr> <td>13</td> <td>Dr.Agarwal's Eye Institute Pvt</td> <td>4342320</td> <td>1.41</td> <td>4342320</td> <td>1.38</td> </tr> <tr> <td>14</td> <td>Farah Agarwal</td> <td>863130</td> <td>0.28</td> <td>743815</td> <td>0.24</td> </tr> <tr> <td>15</td> <td>Urmila Agarwal</td> <td>863100</td> <td>0.28</td> <td>743785</td> <td>0.24</td> </tr> </tbody> </table>

<ul><li>The company engage doctors through retainership arrangements and there is no assurance that its doctors will not prematurely terminate their arrangements with it. If the company is not able to attract and retain its doctors and other medical professionals, the company business, financial condition, results of operations and cash flows may be adversely affected. </li><li>The company business depends on the strength of the company brand equity and reputation. Failures to maintain and enhance its brand equity and reputation, including due to negative publicity, may adversely affect its business, reputation, financial condition, results of operations and prospects. </li><li>The company operates in a regulated industry, and its failures to comply with applicable safety, health, environmental, labor and other regulations, or to obtain or renew approvals, may adversely affect its business, reputation, financial condition, results of operations and cash flows.</li><li>A significant majority of its Facilities are located in the states of Tamil Nadu (in particular, Chennai), Maharashtra and Karnataka in India and any adverse developments in relation to these Facilities could adversely affect its business, financial condition, results of operations and cash flows.</li><li>The company is exposed to legal claims and regulatory actions arising from the provision of healthcare services and may be subject to liabilities arising from claims of malpractice and medical negligence which could adversely affect its business, financial condition, results of operations, cash flows, reputation and prospects. </li><li>Its international operations expose it to management, legal, tax, political and economic risks, and its failure to address such risks could adversely affect the company business, results of operations, financial condition and cash flows. </li><li>Its hub-and-spoke model may not be successful and the company may not be able to expand into new geographic regions, which could adversely affect its business, financial condition and results of operations.</li><li>The company has pursued and will likely continue to pursue strategic acquisitions for inorganic growth. Its inability to successfully identify, acquire and integrate suitable opportunities on commercially reasonable terms in the future could adversely affect its business, financial condition, cash flows and results of operations. </li><li>Its historical performance is not indicative of the company future growth or financial results and if its fail to manage the company growth or implement its growth strategies, the company business, financial condition and results of operations may be adversely affected.</li><li>The company is exposed to credit risks in respect of payments from third parties including under central and state government schemes, government corporations, insurance companies and third party administrators. If the company does not receive payments on a timely basis, its business, financial condition, results of operations, cash flows and prospects may be adversely affected. </li><li>The equity shares of one of its Material Subsidiaries, Dr. Agarwal's Eye Hospital Limited, are listed on the BSE Limited and such Material Subsidiary is subject to extensive regulation. This Material Subsidiary has been found to be in noncompliance with listing requirements in the past and any future non-compliance by this Material Subsidiary could adversely affect its reputation, business, financial condition and results of operations. </li><li>Its may, subject to market conditions, applicable law and regulatory, shareholders' and other approvals (including approval of the board of directors and shareholders of respective companies), explore opportunities to restructure its operations through mergers involving the company listed Subsidiary in the future. Its may, subject to compliance with applicable law, including obtaining requisite corporate and regulatory approvals, business synergies, market conditions and growth potential, explore opportunities to merge the Company and Dr. Agarwal's Eye Hospital Limited and endeavor to do so within three years post listing of the Company. In the event that its undertake such change to the group holding structure or operations or consider options to merge or there is a perception that such merger may occur, it may affect on its operations and the trading price of the company Equity Shares.</li><li>The company has, in the last 12 months, issued Equity Shares at a price that could be lower than the Offer Price. Further, grants of stock options under its employee stock option plans may result in a charge to the company profit and loss account and, to that extent, reduce its profitability and adversely affect the company financial condition.</li><li>The company has in the past entered into related party transactions and may continue to do so in the future. Its cannot assure you that the company could not have achieved more favorable terms had such transactions not been entered into with related parties.</li><li>Its Facilities are subject to risks of unanticipated delays in set-up and cost overruns and any delay in the ramp-up, stabilization of operations or relocation or renovation of such Facilities could adversely affect its business, financial condition, results of operations and cash flows. </li><li>Income from surgeries constitutes a significant majority of its revenue from operations (contributing to 65.58% and 64.20% of the company revenue from operations in the six months ended September 30, 2024 and the Financial Year 2024, respectively) and any adverse effects on such income could adversely affect its business, financial condition, results of operations and cash flows.</li><li>Its inability to meet the company obligations, including financial and other covenants under its debt financing arrangements could adversely affect the company's business, results of operations, financial condition, and cash flows.</li><li>Its may fails to protect the company intellectual property rights and may be exposed to misappropriation and infringement claims by third parties, which may have an adverse effect on its business and reputation.</li><li>The company has experienced net negative cash flows in the past and any negative cash flows in the future could adversely affect its cash flow requirements, business, financial condition and results of operations.</li><li>Two of the relatives of its Promoters, Sunita Rana Agarwal and Pankaj Sondhi, who are deemed to be a part of its Promoter Group under the SEBI ICDR Regulations, have not provided their consent to be identified as members of the company Promoter Group and has not provided any information in respect of themselves and their relevant entities as Promoter Group. </li><li>There are outstanding legal proceedings involving the Company, Directors, its Promoters and the company Subsidiaries. Failures to defend these proceedings successfully may have an adverse effect on its business, prospects, financial condition, results of operations and reputation.</li><li>The company has been delayed in paying certain statutory dues in the past. Any failures or delay in payment of such statutory dues in the future may expose it to statutory and regulatory action, as well as significant penalties, and may adversely affect its business, results of operations, cash flows and financial condition.</li><li>The company source is equipment (including maintenance services), medical consumables, drugs, and supplies from third-party suppliers under various arrangements. Failures of such third parties to meet their obligations could adversely affect its business, results of operations and cash flows.</li><li>If the compay is unable to keep pace with technological changes, new equipment and service introductions, changes in patients' needs and evolving industry standards, its business and financial condition may be adversely affected.</li><li>The company has contingent liabilities, and its financial condition could be adversely affected if any of these contingent liabilities materialize.</li><li>Its ability to continue to provide eyecare services to the company patients is dependent on its ability to effectively estimate, price and manage the company employee and doctor-related expenses and an inability to manage such expenses could adversely affect its business, financial condition, results of operations and cash flows.</li><li>There may be delays in completing certain of its statutory and regulatory filings. The company's cannot assure you that no actions (regulatory or otherwise) will be initiated against the Company in the future in relation to such delays, which could adversely affect its financial condition, results of operations and reputation.</li><li>Proceeds from the Offer for Sale portion of the Offer will not be available to it. </li><li>Its funding requirements and proposed deployment of the Net Proceeds of the Offer have not been appraised by a bank or a financial institution or any external agency and if there are any delays or cost overruns, its business, results of operations, financial condition, and cash flows could be adversely affected. Further, any variation in the utilization of its Net Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval.</li><li>The company faces competition from other eyecare service providers. If its unable to compete effectively, the company business, results of operations and cash flows may be adversely affected.</li><li>The interests of its Promoters, Subsidiaries, Associates and Directors may cause conflicts of interest in the ordinary course of its business.</li><li>The company lease certain properties from some of its Promoters and related parties and any adverse change in the terms of such leases or termination of such leases could adversely affect its business, financial condition, results of operations and cash flows.</li><li>Its actual or perceived failures to appropriately handle personal information of the company patients, including medical data, could have an adverse effect on its business, reputation, financial condition, results of operations and cash flows.</li><li>Its medical professionals, employees and members of the staff may engage in misconduct or other improper or illegal activities which could have an adverse effect on its business, results of operations, and financial condition. </li><li>Challenges that affect the healthcare and eye care industry could adversely affect its business, prospects, financial condition, results of operations and cash flows.</li><li>The company relies on third-party contractors to provide certain services. Any lapse by such third- party service contractors may have adverse consequences on its business, reputation, results of operations and cash flows.</li><li>Its business exposes the company to risks inherent to the operation of complex medical equipment, which may experience failures or cause injury either because of defects, faulty maintenance or repair, or improper use, which may adversely affect its business, results of operations, financial condition and cash flows.</li><li>Its may faces the risk of obsolescence for the company inventory and a failures to maintain required levels of inventories could have an adverse effect on its business, financial condition, results of operations and cash flows.</li><li>The company is dependent on a number of key personnel, including its Promoters, Key Managerial Personnel and Senior Management Personnel, and the loss of or its inability to attract or retain such persons could adversely affect the company business, financial condition, results of operations and cash flows.</li><li>If the company is unable to establish and maintain effective internal financial and operational controls, its business and reputation could be adversely affected.</li><li>The company is subject to anti-bribery, anti-corruption and sanctions laws and regulations and a failures to comply with such laws and regulations could have an adverse effect on its business, reputation, financial condition, results of operations, investor confidence and the trading price of its Equity Shares.</li><li>The company is vulnerable to failures of its information technology systems, which could adversely affect the company business, reputation and financial condition.</li><li>A portion of its revenue from operations is denominated in foreign currency, which exposes it to foreign currency risk, which may adversely affect its business, financial condition, results of operations and prospects.</li><li>Its may requires additional funding to finance the company operations, which may not be available on terms acceptable to it, or at all, and if the company is unable to raise funds, the value of your investment in it may be negatively affected. </li><li>The premises for a significant majority of its Facilities are not owned by it and a failures to renew the company lease agreements could adversely affect its business, financial condition, results of operations, cash flows and prospects. Certain lease arrangements may also not be duly registered or adequately stamped and may not be able to be enforced in the event of a dispute.</li><li>Its insurance coverage may not adequately protect the company and this may have an adverse effect on its business, reputation, financial conditions, results of operations and cash flows.</li><li>Its business is subject to seasonality and the company quarterly or periodic results published upon listing may not be indicative of its annual financial performance and results of operations.</li><li>Its may be subject to employee unrest and increased wage expenses which could adversely affect its business, financial condition, results of operations and cash flows.</li><li>This Red Herring Prospectus contains information from third parties including an industry report prepared by an independent third-party research agency, CRISIL Market Intelligence & Analytics, a division of CRISIL Limited, which the company has commissioned and paid for to confirm its understanding of the company industry exclusively in connection with the Offer and reliance on such information for making an investment decision in the Offer is subject to inherent risks.</li><li>Certain non-generally accepted accounting principle financial measures and other statistical information relating to its operations and financial performance have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable with those presented by other companies. </li><li>Its Promoters and the members of the company Promoter Group will continue to retain significant shareholding in the Company after the Offer, and will continue to be able to exercise significant influence and control over it.</li><li>Some of its Promoters have provided personal guarantees for loan facilities obtained by it. Any failures or default by the company to repay such loans could trigger repayment obligations on its Promoters, which could affect their ability to perform their responsibilities and obligations as its promoters, which could adversely affect the company business, results of operation and financial condition.</li><li>Certain of its Promoters, Directors, Key Managerial Personnel and Senior Management Personnel may be interested in the Company and its Subsidiaries other than in terms of remuneration, perquisites or benefits and reimbursement of expenses. </li><li>Its ability to pay dividends in the future will depends on the company earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements. </li></ul>

The Issue type of Dr Agarwal's Health Care Ltd is Book Building.

The minimum application for shares of Dr Agarwal's Health Care Ltd is 35.

The total shares issue of Dr Agarwal's Health Care Ltd is 75304970.

Initial public offer of up to 75,304,970 equity shares of face value of Re. 1/- each ("Equity Shares") of Dr. Agarwal's Health Care Limited ("Company") for cash at a price of Rs. 402.00 per equity share (including a share premium of Rs. 401.00 per equity share) ("Offer Price") aggregating up to Rs. 3027.26 crores comprising a fresh issue of up to 74,62,686 equity shares of face value of Re. 1/- aggregating up to Rs. 300.00 crores by the company ("Fresh Issue") and an offer for sale of up to 67,842,284 equity shares of face value of Re. 1/- aggregating up to Rs. 2727.26 crores ("Offered Shares") by the selling shareholders, consisting of up to 2,176,239 equity shares of face value of Re. 1/- aggregating up to Rs. 87.48 crores by Amar Agarwal, up to 2,629,829 equity shares of face value of Re. 1/- aggregating up to Rs. 105.72 crores by Athiya Agarwal, up to 3,071,188 equity shares of face value of Re. 1/- aggregating up to Rs. 123.46 crores by Adil Agarwal, up to 3,614,508 equity shares of face value of Re. 1/- aggregating up to Rs. 145.30 crores by Anosh Agarwal, up to 241,269 equity shares of face value of Re. 1/- aggregating up to Rs. 9.70 crores by Ashvin Agarwal, up to 1,883,869 equity shares of face value of Re. 1/- aggregating up to Rs. 75.73 crores by Agarwal's Eye Institute (collectively "The Promoter Selling Shareholders"), up to 7,083,010 equity shares of face value of Re. 1/- aggregating up to Rs. 284.74 crores by Arvon Investments Pte. Ltd., up to 16,148,150 equity shares of face value of Re. 1/- aggregating up to Rs. 649.16 crores by Claymore Investments (Mauritius) Pte. Ltd., and up to 30,755,592 equity shares of face value of Re. 1/- aggregating up to Rs. 1236.37 crores by Hyperion Investments Pte. Ltd. (collectively the "Investor Selling Shareholders"), up to 119,315 equity shares of face value of Re. 1/- aggregating up to Rs. 4.80 crores by Farah Agarwal, up to 119,315 equity shares of face value of Re. 1/- aggregating up to Rs. 4.80 crores by Urmila Agarwal (collectively the "Other Selling Shareholders") (the promoter selling shareholders, the other selling shareholders and the investor selling sharehodlers, collectively referred to as the "Selling Shareholders") and such equity shares offered by the selling shareholders ("Offer for Sale", and together with the fresh issue, the "Offer"). The offer included a reservation of 1,579,399 equity shares of face value of Re. 1/-, aggregating to Rs. 63.49 crores (Constituting 0.50 % of the post-offer paid-up equity Share Capital), for subscription by eligible employees ("Employee Reservation Portion") and a reservation of 1,129,574 equity shares aggregating to Rs. 45.41 crores (Constituting 0.36 % of the post-issue paid-up Equity Share Capital) for subscription by eligible AEHL shareholders ("Shareholder Reservation Portion"). The offer less the employee reservation portion and the shareholder reservation is hereinafter referred to as the "Net Offer". The offer and the net offer constituted 23.84 % and 22.98 % of the post-offer paid-up equity share capital of the company, respectively. The face value of equity shares is Re. 1/- each. the offer price is 402 times the face value of the equity shares.