Nephrocare Health Services Ltd IPO

India`s and Asia`s largest dialysis chain with leadership across our markets.

Scale coupled with asset-light model driving cost efficiencies and operational excellence.

Driving clinical excellence and quality through protocols and advanced technology.

Organic growth augmented by proven track record of acquisitions and integration in India and internationally.

Patient-centric leadership and seasoned management team backed by marquee investors.

Driving sustainable dialysis leadership with environmental, social and governance measures.

Track record of sustainable growth, profitability and return.

The company derive a portion of its revenue from operations from the company captive clinics, which are defined as the company dialysis clinics operated within private hospital premises under contractual arrangement, and such captive clinics accounted for 36.51%, 43.30%, 51.96% and 62.23% of its revenue from operations in the six months period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. If the company contracts for operating captive clinics are cancelled or if its unable to renew or retain similar revenue and operational arrangements, the company business may be materially and adversely affected.

The company operate a number of its dialysis clinics under public private partnership ("PPP") contracts awarded by government agencies through a competitive bidding process. Such contracts accounted for 30.96%, 32.62%, 29.24% and 22.39% of the company revenue from operations in the six months period ended September 30, 2025 and Fiscals 2025, 2024 and 2023, respectively. There can be no assurance that the company will qualify for, or that the company will successfully compete and win such tenders, which could have an adverse impact on the company business prospects, results of operations, financial condition and cash flows.

Its subject to various operational, reputational, medical and legal risks associated with the operations of the company dialysis services. Failure to establish and comply with appropriate quality standards when performing dialysis services could result in litigation and liability for it and could materially and adversely affect the company reputation and results of operations.

The company dependent on healthcare professionals and its business will be impacted significantly if the company unable to attract or retain such professionals.

Its may face continuing challenges in further expanding the company operations in cities its currently operate in or in other cities internationally that the company strategically intend to commence operations, which could has an adverse effect on its business prospects and future financial performance.

Business interruption at the company dialysis clinics, either standalone, captive or PPP clinics, could result in significant losses and reputational damage to its business.

Its subject to operational, reputational, and legal risks associated with the company participation in public private partnership projects. Any failure to perform the company contractual obligations may result in contract termination, blacklisting by public authorities, and exclusion from future government tenders, which could materially and adversely affect its business, results of operations, financial condition and cash flows.

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

The determination of the Price Band is based on various factors and assumptions and the Offer Price, enterprise value to EBITDA, price to earnings ratio and market capitalization to revenue multiple based on the Offer Price of the Company, may not be indicative of the market price of the Company on listing or thereafter.

Its subject to risks arising from interest rate and foreign currency exchange rate fluctuations, which could adversely affect the company business, financial condition and results of operations.

Its may experience delays in construction, development and completion in setting up the company new clinics in India, including obtaining the relevant certificates and approvals, as well as equipment and financing required for the company business operations. Additionally, its new clinics may not achieve the projected volumes and other benefits the company expect from such new clinics.

The company current and future international operations, including in the Philippines, Uzbekistan, and Nepal, exposes it to management, legal, tax, political, and economic risks that could adversely affect the company business, financial condition, results of operations, cash flows, and prospects.

The loss of accreditation held by one or more of its dialysis clinics could impact the company revenues and also damage its brand image, reputation and business prospects.

Its ability to remain competitive and deliver quality dialysis services depends significantly on its capacity to adapt to rapidly evolving medical technologies and secure sufficient financing to support these advancements. the company business requires significant amount of working capital. its rely on financing from banks or financial institutions to carry on its business operations, and inability to obtain additional financing on terms favorable to it or at all could has an adverse impact on its financial condition. A downgrade in credit rating could also adversely impact interest costs or access to future borrowings.

Its name is similar to that of another listed company, Nephro Care India Limited, with which the company has no association. Any perceived similarity may lead to confusion among certain investors, including the possibility that investors may mistakenly invest in Nephro Care India Limited instead of the Company during the Offer or after its Equity Shares are listed and commence trading.

The company has in the past entered into related party transactions and may continue to does so in the future, which may potentially involve conflicts of interest with the equity shareholders.

The prices that its can charge for its dialysis services are dependent on recommended or mandatory fees fixed under the terms of the agreements entered into with public and private healthcare providers.

The company has in the past and may in future continue to engage in 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.

Certain of its Subsidiaries has incurred losses in the six months period ended September 30, 2025 and the last three Fiscals. its cannot guarantee that these Subsidiaries will generate profits or avoid losses in the future.

The company inability to effectively execute its growth strategy could has an adverse effect on the company business, results of operations and financial condition.

Financial difficulties of third-party payers may result in payment delays or require it to write off debts.

If its fail to negotiate favorable terms with the company suppliers or vendors, or unable to pass on any cost increases to its patients, the company business, financial condition and profitability may be adversely impacted. its may also be adversely affected if the company experience shortages of consumables or components or material price increases from the company suppliers.

The company has been delays in its filings with the RBI under FEMA Laws and consequently, its may further be subject to regulatory actions and penalty fees for such non-compliance which may adversely impact the company financial condition. Further, there are instances where compounding applications has been filed in relation to the acquisition of Equity Shares of the Company.

Its may be exposed to risks relating to the handling of personal information, including medical data.

An inability to obtain or renew approvals, licenses, registrations and permits to operate its business in a timely manner, or at all, may adversely affect the company business, financial condition, results of operations and cash flows.

Failure or malfunction of the company medical or other equipment, could adversely affect its ability to conduct Its operations. its may also experience vehicle related risks which could adversely affect the company operations.

The company Statutory Auditors and Previous Auditors has included certain emphasis of matter for the six months period ended September 30, 2025 and certain remarks in their audit reports on the Companies (Auditor`s Report) Order, 2020, for the years ended March 31, 2025, March 31, 2024, and March 31, 2023. Further, certain instances with respect to feature of recording audit trail (edit log) facility for certain accounting software, pursuant to the requirements of Rule 11(g) of Companies (Audit and Auditors) Rules, 2014, has been included for the year ended March 31, 2025 and March 31, 2024. the company cannot assure you that any similar emphasis of matter or remarks or other matters prescribed in relation to reporting on other legal and regulatory requirements or under the Companies (Auditor`s Report) Order, 2020, will not form part of the company financial statements for the future fiscal periods, which could has an adverse effect on the company reputation, the trading price of the Equity Shares, results of operations, cash flows and financial condition.

The Company and Subsidiaries are involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may has an adverse effect on the company business, financial condition, cash flows and results of operations.

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

Its rely on the company in-house and third-party information technology systems in providing its services and managing the company operations, and any disruption to such systems or networks could adversely affect its business operations, reputation and financial performance.

The company derive a substantial portion of its revenues from clinics located in southern region of India, and any loss of business in such regions could has an adverse effect on the company business, results of operations and financial condition.

The company face competition from hospitals and other dialysis service providers. Any adverse effects on its competitive position could result in a decline in the company business, revenues, profitability and market share.

The dialysis services market is subject to certain threats and challenges, which if materialize, may adversely affect its business, results of operations, financial condition and cash flows.

The company business depends on the demand for dialysis services, which is affected by patient preferences, economic condition, social factors, disposable income and increasing general health awareness of India`s general population, which could decline due to a variety of factors.

The healthcare reimbursement framework in the Philippines is subject to periodic revisions, which may adversely affect the company business, results of operations, financial condition and cash flows.

Annual indexation under its PPP dialysis contract in Uzbekistan may not fully mitigate inflationary and cost escalation risks, thereby adversely affecting the company business, results of operations, financial condition and cash flows.

The company required to furnish bank guarantees and letters of credit as part of its business operations. the company inability to arrange such guarantees or the invocation of such guarantees may adversely affect the company cash flows and financial condition.

Restrictions in import of raw materials may adversely impact its business and results of operations.

Technological or pharmaceutical advancement may lead to more cost-effective technologies or noninvasive procedures that can be performed without the use of specialized dialysis service clinics or laboratories, which could adversely affect its business, financial condition, results of operations and cash flows.

Its inability to protect or use the company intellectual property rights or comply with intellectual property rights of others may has a material adverse effect on the company business and reputation.

The company required to comply with certain restrictive covenants under its financing agreements. Any noncompliance may lead to, amongst others, accelerated repayment schedule, enforcement of security and suspension of further draw downs, which may adversely affect the company business, results of operations, financial condition and cash flows.

If its fail to manage the company growth or implement its growth strategies (which include expansion into new geographies), the company business, financial condition and results of operations may suffer.

Its ability to generate revenue from the company off-clinic services and premium value-added on-clinic service is subject to certain risks and uncertainties.

Any disruption to the steady and regular supply of workforce for the company operations, including due to strikes, work stoppages or increased wage demands by its workforce or any other kind of disputes with the company workforce or its inability to control the composition and cost of the company workforce could adversely affect its business, cash flows and results of operations.

Disruption to or failure of transportation services for medical consumables and other materials could materially and adversely affect its business and financial results.

the company offices, including its Registered and Corporate office, and the company clinics are located on leased premises. Any termination, inability to renew or inability to terminate its lease agreements, or breach of the company lease agreements by the counter party, for the company offices or clinics may lead to disruptions in the company operations and affect its business operations.

Certain of its Directors has interests in the Company other than their normal remuneration or benefits and reimbursement of expenses.

Conflicts of interest may arise its of business ventures in which one of the company Directors is interested.

The company Promoters and members of the company Promoter Group will continue to hold a significant equity stake in the Company after the Offer and their interests may differ from those of the other shareholders.

Grants of stock options under the company employee stock option plans may result in a charge to its profit and loss account and, to that extent, reduce the company profitability and financial condition.

The company Corporate Promoters does not has adequate experience in the company line of business and has not actively participated in the business activities its undertake.

Its dependent on a number of key personnel, including the company senior management, and the loss of or its inability to attract or retain such persons could adversely affect its business, financial condition, results of operations and cash flows.

Delay/ default in payment of statutory dues may attract penalties and in turn has an adverse impact on the company financial condition.

The company goals and disclosures related to ESG matters expose it to numerous risks, including without limitation risks to the company reputation and stock price.

Its may be required in future, to provide free or subsidized dialysis services to patients belonging to economically disadvantaged sections of the society and certain other patients.

The company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer. the company funding requirements and the proposed deployment of Net Proceeds has not been appraised by any bank or financial institution or any other independent agency, and are based on management estimates and may be subject to change based on various factors, some of which are beyond its control.

The Company will not receive any proceeds from the Offer for Sale.

Certain sections of this Red Herring Prospectus disclose information from the F&S Report which is a paid report and commissioned and paid for by it exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

Certain non-GAAP financial measures and certain other statistical information relating to the company operations and financial performance like EBITDA (excluding other income), EBITDA (excluding other income) Margin (%), PAT Margin (%), Net Debt, Net Debt / EBITDA (excluding other income), Net cash flow generated from operating activities / EBITDA (excluding other income), Return on Adjusted Capital Employed (%), Return on Equity (%), Net Worth, Return on Net Worth (%) and Net Asset Value per Equity Share has 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.

The average cost of acquisition of Equity Shares for the company Selling Shareholders may be lower than the Offer Price.

The company insurance coverage may not be adequate or its may incur uninsured losses or losses in excess of the company insurance coverage which may impact on the company financial condition, cash flows and results in operations.

The Company may not be able to pay dividends in the future. Its ability to pay dividends in the future will depend upon the company future earnings, financial condition, profit after tax available for distribution, cash flows, working capital requirements and capital expenditure and the terms of the company financing arrangements.

Employee theft, fraud, misconduct or failure of the company internal processes or procedures could harm it by impairing its ability to attract and retain patients and subject it to significant legal liability and reputational harm.

If its unable to establish and maintain effective internal controls measures and compliance system, the company business and reputation could be adversely affected.