Gaudium IVF IPO

The Company is in engaged in the business of providing healthcare services mainly rendering various fertility treatments such as In Vitro Fertilization (IVF), intrauterine insemination (IUI), intracytoplasmic sperm injection (ICSI), Egg Freezing, laser assisted embryo implantation amongst others and is subject to various operational, reputational, medical and legal risks associated with the operations of healthcare services. An inability to provide quality healthcare catering to the needs of the customers could adversely affect the reputation, business prospects and financial performance of the Company.

The Company may highly dependent on doctors, nurses and other healthcare professionals and the business will be impacted significantly if the Company is unable to attract / retain such professionals.

The business of the Company depends on the strength of the brand and reputation of the Company. Failure to maintain and enhance the brand and reputation, and any negative publicity and allegations in the media against the Company, even if untrue, may adversely affect the brand, reputation and trust in, services of the Company, which could result in a material adverse impact on business, financial condition, results of operations and prospects of the Company.

The Company may face challenges in further expanding operations in cities where the Company currently operate in or in other cities that the Company strategically intend to commence operations, which could have an adverse effect on the business prospects and future financial performance.

Our Company has experienced negative cash flows in the past. We cannot assure you that we will achieve or sustain profitability and not continue to incur losses going forward.

The failure to identify, understand and adapt to rapidly evolving technological advancements related to our medical equipment and technology could adversely affect our business prospects and financial performance.

If the Company fails to achieve favourable pricing from its suppliers or vendors, fail to negotiate favourable terms with its doctors, or fail to pass on any cost increases to the customers, its business, financial condition and profitability may be adversely impacted.

Failure or malfunction of our medical or other equipment, could adversely affect our ability to conduct our operations.

Proposed New IVF Centres of the Company may experience delays in construction, development and completion. Any delays in New IVF Center setup, due to unforeseen events, may lead to cost overruns and implementation delays, impacting our business growth.

For our business, we rely heavily on our Promoters namely, Dr. Manika Khanna and Dr. Peeyush Khanna. Our business performance may have an adverse effect by their departure or by our failure to recruit or keep them.

We do not own the business premises where our centers are located. Our Registered office and our all IVF centres are located on leased premises. Any termination, or inability to renew or inability to terminate our agreements, or breach of our agreements by the counterparty, for our Registered office or IVF centres may lead to disruptions in our operations and affect our business operations.

We are subject to risks associated to rolling out new offerings and may not successfully implement our new business models.

Compliance with applicable safety, health and environmental regulations may be costly and adversely affect the competitive position and results of operations of the Company. Regulatory reforms in the healthcare industry and associated uncertainty may adversely affect its business, results of operations and financial condition.

Intellectual property rights are important to our business. We may be unable to protect them from being infringed by others, including our current and / or future competitors/employees which may adversely affect our business value, financial condition and results of operations.

Operations of the Company could be impaired by failure of its third- party technology service providers.

The industry in which the Company operates is fairly competitive and our results of operations and financial condition are sensitive to, and may be materially adversely affected by competitive pricing and other factors.

In the event we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our business, including due to any default on the part of the owners of the properties we lease and manage, our business, cash flows and results of operations may be adversely affected.

Our insurance coverage may not be adequate to protect us against all potential losses, which may have a material adverse effect on our business, financial condition, cash flows and results of operations.

IVF Centers of the Company are susceptible to risks arising on account of fire, natural disasters or other incidents.

The Company could be exposed to risks relating to the handling of personal information, including medical data.

Our Company, one of its Promoter/Directors are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business, results of operations and financial condition.

The objects of the Offer for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of our Net Proceeds as disclosed in this Draft Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders` approval.

Capital expenditure to the amount of Rs. 9,469.92 lakhs required towards the setting up of various IVF centres would be funded out of the Net Proceeds of the Offer. Hence, we have not made any alternate arrangements for the same. Any shortfall in raising / meeting the same could adversely affect our growth plans, operations and financial performance.

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

Our inability to meet our obligations, including financial and other covenants under our debt financing arrangements could adversely affect our business, results of operations and financial condition.

We have availed unsecured loans that may be recalled at any time.

There are certain defaults/ delay in payment of statutory dues by us. Any further default/ delay in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on our financial condition and cash flows.

If we fail to maintain an effective system of internal controls, we may not be able to successfully manage, or accurately report, our financial risks. Despite our internal control systems, we may be exposed to operational risks, including fraud, petty theft and embezzlement, which may adversely affect our reputation, business, financial condition, results of operations and cash flows.

Our operations could be adversely affected by strikes, work stoppages or increased wage demands by our employees or any other kind of disputes with our employees.

Our Company has issued Equity Shares during the preceding one year at a price that may be below the Offer Price.

Our Promoters will continue to retain significant shareholding in our Company after the Offer, which will allow them to exercise influence over us.

The Offer includes Fresh Issue and Offer for Sale by the Promoter. The proceeds from the Offer for Sale component of the Offer shall be received directly by the Promoter Selling Shareholder.

Our Directors and Promoters may enter into ventures which are in businesses similar to ours.

Our Promoters, Directors and Promoter Group hold 6,13,85,084 Equity Shares in our Company comprising 99.99% of the total issued, subscribed and paid-up equity share capital of the Company and are therefore, interested in our Company`s performance in addition to reimbursement of expenses incurred and normal remuneration or benefits.

We cannot assure payment of dividends on the Equity Shares in the future.

We have entered, and will continue to enter, into related party transactions which may potentially involve conflicts of interest.

Our performance depends to a large extent on the efforts and abilities of our individual Promoters, Directors, Key Managerial Personnel. The loss of or diminution in the services of our individual Promoter, Directors or Key Managerial Personnel could have a material adverse effect on our business, financial condition and results of operations.

The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchanges.

We have presented certain supplemental information of our performance and liquidity which is not prepared under or required under Ind AS.

Significant differences exist between IND AS and other accounting principles, such as US GAAP and International Financial Reporting Standards ("IFRS"), which investors may be more familiar with and consider material to their assessment of our financial condition.

Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors.

We have used information from the CARE Report, which we have commissioned and paid for purposes of confirming our understanding of the industry exclusively in connection with the Offer and any reliance on such information is subject to inherent risk.

As on date the company has contingent liabilities of Rs.4,499.34 lakhs (including interest thereon) on vis-a-vis net worth of Rs.5,885.47 lakhs for the period ended September 30, 2025 that have not been provided for and commitments in the company`s financial statements, which if materialize, may adversely affect its financial condition.

The Company is in engaged in the business of providing healthcare services mainly rendering various fertility treatments such as In Vitro Fertilization (IVF), intrauterine insemination (IUI), intracytoplasmic sperm injection (ICSI), Egg Freezing, laser assisted embryo implantation amongst others and is subject to various operational, reputational, medical and legal risks associated with the operations of healthcare services. An inability to provide quality healthcare catering to the needs of the customers could adversely affect the reputation, business prospects and financial performance of the Company.

The Company is highly dependent on doctors, nurses and other healthcare professionals and the business will be impacted significantly if the Company is unable to attract / retain such professionals. The attrition rate of the employees during the period ended September 30, 2025, Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 31%, 63%, 51% and 51%. Further, the Professional and Consultation fees paid to doctors as a percentage of the company`s total expenses were 6.08% 8.28%, 12.23% and 13.78%, for the period ended September 30, 2025 and for Fiscal 2025, Fiscals 2024 and Fiscal 2023.

The company has entered, and will continue to enter, into related party transactions which may potentially involve conflicts of interest.

The company is dependent on limited embryologists and the loss of or the company`s inability to attract or retain such personnels could adversely affect its business, financial condition and results of operations.

The business of the Company depends on the strength of the brand and reputation of the Company. Failures to maintain and enhance the brand and reputation, and any negative publicity and allegations in the media against the Company, even if untrue, may adversely affect the brand, reputation and trust in, services of the Company, which could result in a material adverse impact on business, financial condition, results of operations and prospects of the Company.

The Company may faces challenges in further expanding operations in cities where the Company currently operate in or in other cities that the Company intend to commence operations, which could have an adverse effect on the business prospects and future financial performance.

The Company has experienced negative cash flows in the past. The company cannot assure that business will achieve positive cash flow and would not continue to incur losses going forward.

The company failures to identify, understand and adapt to rapidly evolving technological advancements related to the company`s medical equipment and technology could adversely affect its business prospects and financial performance.

For the company`s business, the company relies heavily on the company`s Promoters namely, Manika Khanna and Peeyush Khanna. the company`s business performance may have an adverse effect by their departure or by the company`s failures to recruit or keep them.

The Company has a IVF success rates of 58.74%, 58.23%, 58.03% and 57.01% for the period ended September 30,2025 and in Fiscal 2025, Fiscal 2024 and Fiscal 2023, respectively, however, the success rates in In-Vitro Fertilization (IVF) procedures may fluctuate and are subject to factors beyond direct control, which could negatively impact reputation and business.

If the Company fails to achieve favourable pricing from its suppliers or vendors, fails to negotiate favourable terms with its doctors, or fails to pass on any cost increases to the customers, its business, financial condition and profitability may be adversely impacted. The company`s key expenses as a percentage of the company`s total expenses were 55.29%, 69.76%, 51.00% and 62.71%, during period ended September 30, 2025 and for Fiscal 2025, Fiscals 2024 and Fiscal 2023.

Failures or malfunction of the company`s medical or other equipment, could adversely affect its ability to conduct the company`s operations.

The Company, one of its Promoter/Directors are parties to certain legal proceedings. Any adverse decision in such proceedings may have a material adverse effect on the company`s business, results of operations and financial condition.

Proposed New IVF Centres of the Company may experience delays in construction, development and completion. Any delays in New IVF Center setup, due to unforeseen events, may lead to cost overruns and implementation delays, impacting its business growth.

The company`s proposed expansion for setting up of 19 new centers could rely on leased or agreement-based premises, and termination of these arrangements could materially and adversely affect its business and future growth.

The company`s dependence on the consultant Agreement with the company`s Promoter i.e.Manika Khanna, along with variability in fees and related party risks, may adversely affect its business operations and financial performance.

The company has limited historical experience in the pharmaceutical business, with pharmacy services contributing 28.85%, 16.57%, 4.08% and 0.50% of the company`s revenue from operations during period ended September 30, 2025 and in Fiscal 2025, 2024 and 2023, respectively. Any failures to effectively manage or expand this business could adversely affect its financial condition and results of operations

The company`s operating results, including EBITDA and Profit After Tax ("PAT"), have experienced fluctuations in the past and may continue to remain volatile in the future. Any decline or variability in the company`s operating performance could adversely affect its business, financial condition, results of operations and cash flows.

The company`s Promoters will continue to retain significant shareholding in the Company after the Offer, which will allow them to exercise influence over the company.

A pending civil litigation disclosed as a contingent liability may affect the issuer`s financial position.

The company`s revenues are dependent on the number of new and existing patients undergoing for ovum pick-up ("OPU"), embryo transfer ("ET") procedures and the total number of cycles performed. Any fluctuation in patient inflow, conversion of consultations into procedures, or repeat cycles by existing patients may materially impact its operating performance and financial condition.

Failures to arrange donor, and to procure regulatory approvals and any other related permissions by the patients could adversely affect its ability to conduct surrogacy arrangement.

The company relies on centralized medical and clinical expertise for the company`s service delivery model, and any disruption therein may adversely affect its business and financial performance

The company does not own the business premises where its centers are located. The company`s Registered office and the company`s all IVF centres are located on leased premises. Any termination, or inability to renew or inability to terminate its agreements, or breach of the company`s agreements by the counterparty, for the company`s Registered office or IVF centres may lead to disruptions in the company`s operations and affect its business operations.

Compliance with applicable safety, health and environmental regulations may be costly and adversely affect the competitive position and results of operations of the Company. Regulatory reforms in the healthcare industry and associated uncertainty may adversely affect its business, results of operations and financial condition.

Intellectual property rights are important to the company`s business. The company may be unable to protect them from being infringed by others, including the company`s current and / or future competitors/employees which may adversely affect its business value, financial condition and results of operations.

Operations of the Company could be impaired by failures of its third- party technology service providers.

The industry in which the Company operates is fairly competitive and the company`s results of operations and financial condition are sensitive to, and may be materially adversely affected by competitive pricing and other factors.

The IVF industry faces structural, regulatory, and operational challenges that may affect growth. High costs, competition, and patient sensitivities could impact demand and margins. Disruptions in technology, skilled professionals, or regulations may affect business performance.

In the event the company fails to obtain, maintain or renew the company`s statutory and regulatory licenses, permits and approvals required to operate its business, including due to any default on the part of the owners of the properties the company leases and manage, the company`s business, cash flows and results of operations may be adversely affected.

The company`s insurance coverage may not be adequate to protect the company against all potential losses, which may have a material adverse effect on the company`s business, financial condition, cash flows and results of operations.

IVF Centers of the Company are susceptible to risks arising on account of fire, natural disasters or other incidents.

The Company could be exposed to risks relating to the handling of personal information, including medical data.

The objects of the Offer for which the funds are being raised have not been appraised by any bank or financial institutions. Any variation in the utilization of the company`s Net Proceeds as disclosed in this Red Herring Prospectus would be subject to certain compliance requirements, including prior Shareholders` approval.

Capital expenditure to the amount of Rs. 5,000.00 lakhs required towards the setting up of various IVF centres would be funded out of the Net Proceeds of the Offer. Hence, the company has not made any alternate arrangements for the same. Any shortfall in raising / meeting the same could adversely affect its growth plans, operations and financial performance.

The company`s inability to meet its obligations, including financial and other covenants under the company`s debt financing arrangements could adversely affect its business, results of operations and financial condition.

There are certain defaults/ delay in payment of statutory dues by the company. Any further default/ delay in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have a material adverse impact on the company`s financial condition and cash flows.

Any change in the company`s statutory auditors, including resignations, may be viewed adversely by investors and regulatory authorities as it relates to continuity in financial reporting and audit quality. Such changes could lead to increased scrutiny of its financial statements and internal controls.

The company`s performance depends to a large extent on the efforts and abilities of its individual Promoters, Directors, Key Managerial Personnel. The loss of or diminution in the services of the company`s individual Promoter, Directors or Key Managerial Personnel could have a material adverse effect on the company`s business, financial condition and results of operations.

If the company fails to maintain an effective system of internal controls, the company may not be able to successfully manage, or accurately report, the company`s financial risks. Despite its internal control systems, the company may be exposed to operational risks, including fraud, petty theft and embezzlement, which may adversely affect its reputation, business, financial condition, results of operations and cash flows.

The company`s operations could be adversely affected by strikes, work stoppages or increased wage demands by the company`s employees or any other kind of disputes with its employees.

The Offer includes Fresh Issue and Offer for Sale by the Promoter. The proceeds from the Offer for Sale component of the Offer shall be received directly by the Promoter Selling Shareholder.

The company`s Directors and Promoters may enter into ventures which are in businesses similar to the company`s.

The company`s Promoters, Directors and Promoter Group hold 6,13,85,084 Equity Shares in the Company comprising 99.98% of the total issued, subscribed and paid-up equity share capital of the Company and are therefore, interested in the Company`s performance in addition to reimbursement of expenses incurred and normal remuneration or benefits.

The company cannot assure payment of dividends on the Equity Shares in the future.

The determination of the Price Band is based on various factors and assumptions and the Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock Exchanges.

The company has presented certain supplemental information of the company`s performance and liquidity which is not prepared under or required under Ind AS.

Significant differences exist between IND AS and other accounting principles, such as US GAAP and International Financial Reporting Standards ("IFRS"), which investors may be more familiar with and consider material to their assessment of the company`s financial condition.

Pursuant to listing of the Equity Shares, the company may be subject to pre-emptive surveillance measures like Additional Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchanges in order to enhance market integrity and safeguard the interest of investors.

The company has used information from the Infomerics Research Report, which the company has commissioned and paid for purposes of confirming its understanding of the industry exclusively in connection with the Offer and any reliance on such information is subject to inherent risk.

The average cost of acquisition of Equity Shares of face value of Rs. 5 each held by the company`s Promoters could be lower than the Offer Price.