GPT Healthcare IPO Basis of Allotment

Our Company was originally incorporated as "Jibansatya Printing House Private Limited", a private limited company under the Companies Act. 1956 on August 17.1989 at Kotkata. West Bengal. The name of our Company was subsequently changed to "GPT Healthcare Private Limited' so that the name of the  Company is in consonance with the main objects of the Memorandum of Association in relation to the proposed business activities to be carried out by the Company. A fresh certificate of incorporation was issued by the Registrar of Companies, West Bengal at Kolkata (‘RoC") on March 31.2005. There after pursuant to a special resolution passed by our Shareholders on September 3.2021. our Company was converted to a public limited company and our name was changed to 'GPT Healthcare Limited A fresh certificate of incorporation consequent to change of name was issued by the RoC on September 15.2021. For further details in relation to change in name and Registered and Corporate Office of our Company, see 'History and Certain Corporate Matters ' on page 232 of the prospectus dated February 26.2024 filed with the RoC ( 'Prospectus').

Our Company has filed the prospectus dated February 26,2024 ("Prospectus") with the RoC, and the Equity Shares are proposed to be listed on the Stock Exchanges and trading will commence from Thursday, February 29,2024.

1. Regional Concentration Risk: We derive approximately 70% of our revenue from operations from our hospitals situated in West Bengal as these serve a significant percentage of our patients. Further, all our hospitals are located in the eastern region of India. The revenue from operations of our three hospitals in West Bengal for six months ended September 30,2023, six months ended September 30, 2022, Fiscal 2023, Fiscal 2022 and Fiscal 2021 was ,432.41 million, Rs.1,203.30 million, Rs.2,554.10 million, Rs.2,285.02 million and Rs.1,643.19 million thus, resulting into a revenue contribution of 70.16%, 69.97%, 70.74%, 67.72% and 67.69%, respectively, of the revenue from operations of the Company. Any impact on the revenue from these hospitals or any change in the economic or political conditions of West Bengal could materially affect our business, financial condition, results of operations and cash flows.

2. Risk in relation to a member of Promoter Group being a wilful defaulter:

(a) The name of Ishwari Prasad Tantia, one of the members of our Promoter Group was published in the list of Wilful Defaulters by certain financial institutions, due to default in repayment of a loan amounting to approximately Rs. 747 crore, obtained by Tantia Constructions Limited, wherein Ishwari Prasad Tantia is a Promoter.

(b) Additionally, NSDL has frozen his demat account due to non-compliance with certain provisions of the Listing Regulations by Tantia Constructions Limited, wherein he is a promoter.

Any adverse order, direction, notice or penalty by any bank or the RBI, SEBI or any other regulatory authority in the future against any member of the Promoter Group or any entity with which any of our member of the Promoter Group is associated, could have an adverse effect on our reputation, consequently, affecting our business operations.

3. Competition Risk: We face competition from other healthcare service providers like hospitals, clinics, diagnostic chains, and dispensaries of varying sizes and specialties. Our competitors also include healthcare facilities owned or managed by government agencies and trusts, which may be able to obtain financing or make expenditure on more favourable terms than private healthcare facilities such as us. If we are unable to compete effectively, our business, results of operations and cash flows may be materially and adversely affected.

4. Lower Bed Occupancy Rate: The Bed Occupancy Rate of our Company is lower than some of our listed peers. If we are unable to maintain bed occupancy rates at sufficient levels, we may not be able to generate adequate returns on our capital expenditure, which could materially and adversely affect our operating efficiencies and our profitability.

5. Business Risks:

We are dependent on our healthcare professionals, including our doctors that we engage on a consultancy basis. Loss of or our ability to attract or retain such persons could adversely affect our business, financial condition, results of operations and cash flows.

The attrition rate of our employees for the Fiscal Years 2023,2022,2021 and for the six months ended September 30,2023 and September 30,2022 is given in the table below:

*Attrition is calculated as the number of exits divided by the average count of employees during the year/period.

• We are dependent on availability of nurses to provide quality healthcare services. A decline in the number of trained and available nurses may lead to a decline in our ability to provide required patient care and consequently adversely affect our operations and performance.

The following table sets forth the attrition rate for our doctors and nurses for the periods indicated below:

"Attrition is calculated as the number of exits divided by the average count of employees during the year/period.

6. Dependency on Specialty Departments: We are significantly dependent on certain specialties which accounted for 90.44%, 90.12%, 89.97%, 86.84% and 82.79% of our revenue from operations for the six months ended on September 30,2023, six months ended on September 30,2022, Fiscal Year 2023, Fiscal Year 2022 and Fiscal Year 2021, respectively. Any impact on our revenue from such specialties could have a material adverse effect on our business, financial condition, results of operations and cash flows.

7. Payment Risk: Our patients pay for our inpatient and outpatient services through a mix of cash onsite and credit arrangements, including through third-party payers such as private and public insurers. If we do not receive payments on time from our patients, our financial condition, cash flows and results of operations may be materially and adversely affected.

8. Litigation risk: We, our Promoters and Directors are involved in certain legal proceedings, any adverse developments related to which could affect our operations. We could suffer significant litigation expenses in defending these claims and could be subject to significant damage, compensation, or other remedies, which could adversely affect our reputation, business, results from operations, financial conditions and cash flows.

9. Brand Risk: Our business is highly dependent on the strength of our brand and reputation. Failure to maintain and enhance our brand and reputation, and any negative publicity and allegations in the media against us, may materially and adversely affect the level of market recognition, and trust in, our services, which could result in a material adverse impact on our business, financial condition, results of operations and prospects.

10. Regulatory Risk: Our industry is highly regulated and requires us to obtain, renew and maintain statutory and regulatory permits, accreditations, licenses and comply with applicable safety, health, environmental, labour and other governmental regulations. Any regulatory changes or violations of such rules and regulations may adversely affect our business, financial condition and results of operations.

11. The Offer Price of our Equity Shares, our market capitalization to revenue from operations for FY 2023 and our price-to-earnings (P/E) ratio at Offer Price may not be indicative of the market price of our Equity Shares after the Offer.

Notes:

1. Market capitalization has been computed as the product of number of shares outstanding as on the date of RHP with the Floor Price or Cap Price, as applicable.

2. Revenue from Operations are for the Financial Year ended March 31,2023.

3. P/E Ratio has been computed based on the Floor Price or Cap Price, as applicable, divided by the Diluted EPS for the Financial Year ended 2023.

4. P/E ratio for the Industry peers are computed based on closing market price as on January 29, 2024 at NSE or BSE, as the case may be, divided by Diluted EPS (on consolidated basis) based on the annual report of the company for the Financial Year 2023.

12. The average cost of acquisition of Equity Shares held by the Promoters ranges from Rs.8.67 to Rs.18.00 per Equity Share and that of the Investor Selling Shareholder is Rs.15.34 and Offer Price at higher end of the Price Band is 86 per Equity Share.

13. The Price/Earnings Ratio based on diluted EPS for Financial Year 2023 for the Company at the higher end of the Price Band is as high as 38.11 times and at the lower end of the Price Band is 36.27 times as compared to the average industry peer group PE ratio of 56.36 times.

14. Weighted Average Return on Net Worth for past three Fiscals i.e. 2023,2022 and 2021 is 23.38%.

15. Details of weighted average cost of acquisition of all Equity Shares transacted in last one year, eighteen months and three years immediately preceding the date of the RHP is set forth below:

As certified by M/s Agarwal Lodha & Co., Chartered Accountants, pursuant to their certificate dated February 16, 2024.

16. Weighted average cost of acquisition based on Past Allotment(s)/ Secondary Transaction(s), floor price and cap price

As certified by M/s Agarwal Lodha & Co., Chartered Accountants, pursuant to their certificate dated February 16, 2024.

' Secondary transactions where Promoters, Promoter Group entities, Investor Selling Shareholder or shareholders having the right to nominate the directors on the Board of our Company are a party to the transaction.

17.The BRLM associated with the Offer have handled 50 public issues in the past three years, out of which 11 issues closed below the offer price on listing date.

,This was an Offer in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules. 1957, as amended ("SCRR"), read with Regulation 31 of the SEBIICDR Regulations. The Offer was being made through the Book Building Process m terms of Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers ( QIBs and such portion, the 'QIB Portion"). Our Company, in consultation with the BRLM. allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis ("Anchor Investor Portion'), out of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors ('Anchor Investor Allocation Price'), in accordance with the SEBI ICDR Regulations. In the event of under-subscription, or non-allocatton in the Anchor Investor Portion, the balance Equity Shares were added to the QIB Portion (excluding the Anchor Investor Portion) ("Net QIB Portion') Further. 5% of the Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received from them at or above the Offer Price. However, if the aggregate demand from Mutual Funds was less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion were added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Offer was available for allocation to Non-lnstitutional Bidders of which one- third portion was available for allocation to Non-lnstitutional Bidders with a Bid size of more than Rs. 0.20 million and up to Rs. 1.00 million and two-third portion was available for allocation to Non-lnstitubonal Bidders with a B*d size of more than Rs. 1.00 million, provided that unsubscribed portion in either of such sub-categories was allocated to applicants in the other subcategory of Non-lnstitutional Bidders in accordance with the SEBI ICDR Regulations and not less than 35% of the Offer was available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Offer Price all potential Bidders (except Anchor Investors) were mandatorily required to utilize the Application Supported by Blocked Amount fASBA ) process by providing details of their respective ASB A accounts and UPI ID in case of UPI Bidders using the UPI Mechanism, as applicable, pursuant to which their corresponding Bid Amount were blocked by the Self Certified Syndicate Banks fSCSBs*) or by the Sponsor Banks under the UPI Mechanism, as the case may be, to the extent of the respective Bid Amounts Anchor Investors are not permitted to participate in the Offer through the ASBA Process. For further details, see 'OfferProcedure 'on page 461 of the Prospectus.

The bidding for Anchor Investor opened and closed on Wednesday, February 21, 2024. The Company received 15Anchor Investor Application Forms from 11 Anchor Investors (including 03 domestic mutual funds through 07 Mutual Fund schemes) for 9,545,520 Equity Shares. The Anchor Investor Offer Price was finalized at Rs.186 per Equity Share. A total of 8.469.996 Equity Shares were allocated under the Anchor Investor Portion aggregating to 11.575.419,256.00.

The Offer received 244.895 applications for 178.126.560 Equity Shares resulting in 6.31 times subscription. The details of the applications received in the Offer from Retail Individual Bidders. Non-lnstitutional Bidders and QIBs are as under (before rejections):

Final Demand

A summary of the final demand as per N SE and BSE as on the BidfOffer Closing Date at different Bid prices is as under

The Basis of Allotment was finalized in consultation with the Designated Stock Exchange, being BSE on February 27,2024.

A. Allotment to Retail Individual Bidders (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of Rs.186 per Equity, was finalized in consultation with BSE. This category has been subscribed to the extent of 2.35 times (after rejections). The total number of Equity Shares Allotted in Retail Portion is 9,881,664 Equity Shares to 123.520 successful Retail Individual Bidders. The category-wise details of the Basis of Allotment are as under

B. Allotment to Non-lnstitutional Bidders (more than Rs.0.20 million and upto Rs.1.00 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs. 0.20 million and upto Rs.1 million). who have bid at the Offer Price of Rs. 186 per Equity Share or above, was finalized in consultation with BSE. This category has been subscribed to the extent of 9.08 times (after rejections). The total number of Equity Shares allotted in this category is 1,411.667 Equity Shares to 1.260 successful Non-lnstitutional investors. The category-wise details of the Basis of Allotment are as under: (Sample)

C. Allotment to Non-lnstitutional Bidders (more than Rs.1.00 million) (After Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs.1 million), who have bid at the Offer Price of Rs.186 per Equity Share or above, was finalized in consultation with BSE. This category has been subscribed to the extent of 12.01 times. The total number of Equity Shares allotted in this category is 2.823,332 Equity Shares to 2,520 successful Non- lnstitutional investors. The category-wise details of the Basis of Allotment are as under. (Sample)

D. Allotment to QIBs (After Rejections) (excluding Anchor Investors)

Allotment to QIBs (excluding Anchor Investors), who have bid at the Offer Price of 7186 per Equity Share or above, has been done on a proportionate basis in consultation with BSE This category has been subscribed to the extent of 18.09 fames of Net QIB portion. As per the SEBI Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 282.333 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 5.364,331 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 5.646.664 Equity Shares, which were allotted to 36 successful QIB Investors. The category-wise details of the Basis of Allotment are as under

E. Allotment to Anchor Investors (After Rejections)

The Company, in consultation with the BRIM, have allocated 8.469,996 Equity Shares to 11 Anchor Investors (through 15 Anchor Investor Application Forms) (including 03 domestic Mutual Funds through 07 mutual fund schemes) at an Anchor Offer Price at Rs.186 per Equity Share in accordance with SEBIICDR Regulations. This represents 60% of the QIB portion.

The Board of Directors of our Company at its meeting held on February 27,2024 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, bemg BSE and has allotted the Equity Shares to various successful applicants. The Allotment Advice Cum Refund Intimation andfor notices have been dispatched to the address of the investors as registered with the depositories Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on February 27.2024 and the payments to non-syndicate brokers have been issued on February 27,2024, In case the same is not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares allotted to the successful allottees have been uploaded on February 28.2024 for credit into the respective beneficiary accounts subject to validation of the account details with the depositones concerned. The Company has filed the Listing application with BSE and NSE on February 28. 2024. The Company has received the listing and trading approval from BSE & NSE, and trading will commence on Thursday. February 29.2024.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made was hosted on the website of Registrar to the Offer, Link Intime India Private Limited at www.linkintime.co.in.

All future correspondence in this regard may kindly be addressed to the Registrar to the Offer quoting full name of the First/ Sole applicant. Serial number of the Bid cum Application form number. Bidders DP ID, Client ID. PAN. date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares bid for. name and address of the Designated Intermediary, where the Bid cum Application Form was submitted by the Bidder and a copy of the Acknowledgment Slip received from the Designated Intermediary at the address grven below:

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTSOFGFTHEALTHCARE LIMITED.

GPT HEALTHCARE LIMITED has filed a Prospectus dated February 26.2024 with the RoC and thereafter with the Stock exchanges. The Prospectus is made available on the website of the SEBI at www.sebi.gov.in as well as on the website of the BRLM i.e.. JM Financial Limited at www.jmfl.com, the website of the NSE at www.seindia.com and the website of the BSE at www.bseindia.com and the website of the Company at www.ilshospitals.com. Any investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, please see the section titled *Risk Factors' beginning on page 30 of the Prospectus. Investors should not rely on the DRHP for making any investment decision but can only rely on the information included in the Red Herring Prospectus.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933. as amended ("U.S. Securities Act') or any state securities laws in the United States, and unless so registered. and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable U. S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in 'offshore transactions" as defined in and in reliance on Regulation S and the applicable laws of each jurisdictions where such offers and sales are made. There will be no public offering of Equity Shares in the United States.