Nephrocare Health Services Ltd IPO

The IPO opens on 10 Dec 2025 & closes on 12 Dec 2025.

Nephrocare Health Services Limited was incorporated as 'Nephrocare Health Services Private Limited', a private limited company at Hyderabad with a certificate of incorporation issued by the Assistant Registrar of Companies, Andhra Pradesh on December 18, 2009. Company was converted into a public limited company and the name was changed to 'Nephrocare Health Services Limited' with a fresh certificate of incorporation dated June 18, 2025 issued by the Registrar of Companies, Central Registration Centre. Company offer comprehensive dialysis care through a network of clinics - from diagnosis to treatment and wellness programs including haemodialysis, home and mobile dialysis, supported by pharmacy. The Company began journey in 2010 with the launch of its first dialysis clinic in Hyderabad. It launched first Public Private Partnership (PPP) clinic in Sananth Nagar, Hyderabad in 2012; acquired 100% stake in DaVita Care (India) Private Limited, the Indian arm of DaVita Care Pte Ltd. in 2018; launched operations in Philippines by acquiring Royal Care Dialysis Center, Inc in 2020. The Company acquired 6 clinics dialysis network with 35000 annual tretaments in 2023 . Further, it has acquired a chain of 7 clinics dialysis network such as AIZ Hemodialysis Center Inc., Bioregen Hemo Center Inc., Carmona Dialysis System Inc., Infini Care Health Systems Inc., and Kolff Dialysis Inc. in FY25. Company is planning to raise funds of fresh issue of Rs 353.4 Cr equity shares having the face value of Rs 2/- each, by issuing 12,792,056 equity shares through offer for sale.

Nephrocare Health Services Ltd IPO will close on 12 Dec 2025.

<ul><li>India's and Asia's largest dialysis chain with leadership across our markets.</li><li>Scale coupled with asset-light model driving cost efficiencies and operational excellence.</li><li>Driving clinical excellence and quality through protocols and advanced technology.</li><li>Organic growth augmented by proven track record of acquisitions and integration in India and internationally.</li><li>Patient-centric leadership and seasoned management team backed by marquee investors.</li><li>Driving sustainable dialysis leadership with environmental, social and governance measures.</li><li>Track record of sustainable growth, profitability and return.</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>Vikram Vuppala</td> <td>10533523</td> <td>11.14</td> <td>10533523</td> <td>10.5</td> </tr> <tr> <td>2</td> <td>Bessemer Venture Partners Trus</td> <td>9366870</td> <td>9.9</td> <td>9366870</td> <td>9.34</td> </tr> <tr> <td>3</td> <td>Edoras Investment Holdings Pte</td> <td>32415615</td> <td>34.28</td> <td>29526704</td> <td>29.43</td> </tr> <tr> <td>4</td> <td>Healthcare Parent Limited</td> <td>7637400</td> <td>8.08</td> <td>6032493</td> <td>6.01</td> </tr> <tr> <td>5</td> <td>Investcorp Private Equity Fund</td> <td>6993870</td> <td>7.4</td> <td>5472142</td> <td>5.45</td> </tr> <tr> <td>6</td> <td>Investcorp Growth Opportunity</td> <td>622395</td> <td>0.66</td> <td>474630</td> <td>0.47</td> </tr> <tr> <td>7</td> <td>Pankaja Gatuku</td> <td>22665</td> <td>0.02</td> <td>22665</td> <td>---</td> </tr> <tr> <td>8</td> <td>Manvi Family Trust</td> <td>1772265</td> <td>1.87</td> <td>1772265</td> <td>1.77</td> </tr> <tr> <td>9</td> <td>Viraaj Family Trust</td> <td>1857150</td> <td>1.96</td> <td>1857150</td> <td>1.85</td> </tr> <tr> <td>10</td> <td>Quadria Capital India</td> <td>1882080</td> <td>1.99</td> <td>1882080</td> <td>1.88</td> </tr> </tbody> </table>

<ul><li>Our Company and Subsidiaries are involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may have an adverse effect on our business, financial condition, cash flows and results of operations.</li><li>Our business depends 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, even if untrue, may adversely affect the brand, reputation and trust in, our services, which could result in a material adverse impact on our business, financial condition, results of operations and prospects.</li><li>We rely on our in-house and third-party information technology systems in providing our services and managing our operations, and any disruption to such systems or networks could adversely affect our business operations, reputation and financial performance.</li><li>We derive a substantial portion of our revenues from clinics located in southern region of India, and any loss of business in such regions could have an adverse effect on our business, results of operations and financial condition.</li><li>We face competition from hospitals and other dialysis service providers. Any adverse effects on our competitive position could result in a decline in our business, revenues, profitability and market share.</li><li>The dialysis services market is subject to certain threats and challenges, which if materialize, may adversely affect our business, results of operations, financial condition and cash flows.</li><li>Our 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.</li><li>The healthcare reimbursement framework in the Philippines is subject to periodic revisions, which may adversely affect our business, results of operations, financial condition and cash flows.</li><li>Annual indexation under our PPP dialysis contract in Uzbekistan may not fully mitigate inflationary and cost escalation risks, thereby adversely affecting our business, results of operations, financial condition and cash flows.</li><li>We are required to furnish bank guarantees and letters of credit as part of our business operations. Our inability to arrange such guarantees or the invocation of such guarantees may adversely affect our cash flows and financial condition.</li><li>Restrictions in import of raw materials may adversely impact our business and results of operations.</li><li>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 our business, financial condition, results of operations and cash flows.</li><li>Our inability to protect or use our intellectual property rights or comply with intellectual property rights of others may have a material adverse effect on our business and reputation.</li><li>We are required to comply with certain restrictive covenants under our financing agreements. Any noncompliance may lead to, amongst others, accelerated repayment schedule, enforcement of security and suspension of further drawdowns, which may adversely affect our business, results of operations, financial condition and cash flows.</li><li>If we fail to manage our growth or implement our growth strategies (which include expansion into new geographies), our business, financial condition and results of operations may suffer.</li><li>Our ability to generate revenue from our off-clinic services and premium value-added on-clinic service is subject to certain risks and uncertainties.</li><li>Any disruption to the steady and regular supply of workforce for our operations, including due to strikes, work stoppages or increased wage demands by our workforce or any other kind of disputes with our workforce or our inability to control the composition and cost of our workforce could adversely affect our business, cash flows and results of operations.</li><li>Disruption to or failure of transportation services for medical consumables and other materials could materially and adversely affect our business and financial results.</li><li>Our offices, including our Registered and Corporate office, and our clinics are located on leased premises. Any termination, inability to renew or inability to terminate our lease agreements, or breach of our lease agreements by the counterparty, for our offices or clinics may lead to disruptions in our operations and affect our business operations.</li><li>Certain of our Directors have interests in our Company other than their normal remuneration or benefits and reimbursement of expenses.</li><li>Conflicts of interest may arise out of business ventures in which one of our Directors is interested.</li><li>Our Promoters and members of our Promoter Group will continue to hold a significant equity stake in our Company after the Offer and their interests may differ from those of the other shareholders.</li><li>Grants of stock options under our employee stock option plans may result in a charge to our profit and loss account and, to that extent, reduce our profitability and financial condition.</li><li>Our Corporate Promoters do not have adequate experience in our line of business and have not actively participated in the business activities we undertake.</li><li>We are dependent on a number of key personnel, including our senior management, and the loss of or our inability to attract or retain such persons could adversely affect our business, financial condition, results of operations and cash flows.</li><li>Delay/ default in payment of statutory dues may attract penalties and in turn have an adverse impact on our financial condition.</li><li>Our goals and disclosures related to ESG matters expose us to numerous risks, including without limitation risks to our reputation and stock price.</li><li>We may be required in future, to provide free or subsidised dialysis services to patients belonging to economically disadvantaged sections of the society and certain other patients.</li><li>We have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Offer. Our funding requirements and the proposed deployment of Net Proceeds have 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 our control.</li><li>Our Company will not receive any proceeds from the Offer for Sale.</li><li>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 us 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.</li><li>Certain non-GAAP financial measures and certain other statistical information relating to our 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 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.</li><li>The average cost of acquisition of Equity Shares for our Selling Shareholders may be lower than the Offer Price.</li><li>Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our insurance coverage which may impact on our financial condition, cash flows and results in operations.</li><li>Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, profit after tax available for distribution, cash flows, working capital requirements and capital expenditure and the terms of our financing arrangements.</li><li>Employee theft, fraud, misconduct or failure of our internal processes or procedures could harm us by impairing our ability to attract and retain patients and subject us to significant legal liability and reputational harm.</li><li>If we are unable to establish and maintain effective internal controls measures and compliance system, our business and reputation could be adversely affected.</li></ul>

The Issue type of Nephrocare Health Services Ltd is Book Building.

The minimum application for shares of Nephrocare Health Services Ltd is 32.

The total shares issue of Nephrocare Health Services Ltd is 18935819.

Initial public offering of up to [*] equity shares of face value of Rs.2/- each ("Equity Shares") of Nephrocare Health Services Limited ("the Company" or the "Company" or the "Issuer") for cash at a price of Rs.[*] per equity share face value of Rs.2/- (Including a Securities Premium of Rs.[*] per Equity Share) ("Offer Price") aggregating up to Rs.[*] crores ("Offer") comprising a fresh issue of [*] equity shares of face value of Rs.2/- each aggregating up to Rs.353.41 crores ("Fresh Issue") and an offer for sale of up to 1,12,53,102 equity shares of face value of Rs.2/- each ("Offered Shares") aggregating up to Rs.[*] crores, comprising an offer for sale of up to 1,521,728 equity shares of face value of Rs.2/- each aggregating up to Rs.[*] crores by Investcorp Private Equity Fund ii and up to 1,604,907 equity shares of face value of Rs.2/- each aggregating up to Rs.[*] crores by Healthcare Parent Limited and up to 147,765 equity shares of face value of Rs.2/- each aggregating up to Rs.[*] crores by Investcorp Growth Opportunity Fund and up to 2,888,911 equity shares of face value of Rs.2/- each aggregating up to Rs.[*] crores by Edoras Investment Holdings Pte. Ltd. ("Promoter Selling Shareholders") and up to 121,985 equity shares of face value of Rs.2/- each aggregating up to Rs.[*] crores by Investcorp India Private Equity Opportunity Limited and up to 3,089,663 equity shares of face value of Rs.2/- each aggregating up to Rs.[*] crores by International Finance Coproration and up to 1,433,468 equity shares of face value of Rs.2/- each aggregating up to Rs.[*] crores by 360 One Special Opportunities Fund - Series 9 and up to 444,675 equity shares of face value of Rs.2/- each aggregating up to Rs.[*] crores by 360 One Special Opportunities Fund - Series 10 ("Other Selling Shareholders" and together with the promoter selling shareholders, the "Selling Shareholders" and such offer for sale by the selling shareholders, the "Offer for Sale"). The offer shall constitute 18.87% of the post-offer paid-up equity share capital of the company. The offer includes a reservation of up to [*] equity shares of face value of Rs.2/- each, aggregating up to Rs. 3.5 crores (Constituting up to [*]% of the post-offer paid-up Equity Share Capital), for subscription by eligible employees ("Employee Reservation Portion"). The offer less the employee reservation portion is hereinafter referred to as the "Net Offer". The offer and the net offer shall constitute 18.87% and [*]% of the post-offer paid-up equity share capital of the company, respectively. The company, may in consultation with the brlms, offer a discount of Rs.[*] on the issue price to eligible employees bidding in the employee reservation portion ("Employee Discount"). The face value of the equity shares is Rs.2/- each. The offer price is [*] times the face value of the equity shares. Price Band: Rs. 438 to Rs. 460 per equity share bearing face value of Rs. 2 each. The floor price is 219 times the face value bearing the equity shares and the cap price is 230 times the face value of the equity shares. Bids can be made for a minimum of 32 equity shares of face value of Rs. 2 each and in multiples of 32 equity shares bearing face value of Rs. 2 each thereafter. A discount of Rs. 41 per equity share is being offered to eligible employees bidding in the employee reservation portion.