Global Health : IPO - Prospectus (Final Offer Document filed with ROC)

PROSPECTUS

Dated November 9, 2022

Please read Section 32 of the Companies Act, 2013

100% Book Built Offer

GLOBAL HEALTH LIMITED

CORPORATE IDENTITY NUMBER: U85110DL2004PLC128319

REGISTERED AND CORPORATE OFFICE		CONTACT PERSON		E-MAIL AND TELEPHONE	WEBSITE
Registered Office: Medanta - Mediclinic, E-18,		Rahul Ranjan		E-mail:	https://www.medanta.org
Defence Colony, New Delhi, Delhi 110 024, India					[e-mail]
Corporate Office: Medanta - The Medicity, Sector -	Company Secretary and
38, Gurgaon, Haryana 122 001, India		Compliance Officer	Telephone: [phone]
		OUR PROMOTER: DR. NARESH TREHAN
		DETAILS OF THE OFFER TO THE PUBLIC
Type	Fresh Issue Size	Offer for Sale Size		Total Offer	Eligibility and Share Reservation among QIBs, NIBs, RIBs
				size
Fresh	14,880,952*	50,761,000 Equity		65,641,952*	The Offer was made in terms of Regulation 6(1) of the Securities and
Issue and	Equity Shares	Shares aggregating		Equity	Exchange Board of India (Issue of Capital and Disclosure Requirements)
Offer for	aggregating up to	to ₹17,055.70		Shares	Regulations, 2018, as amended ("SEBI ICDR Regulations"). For details of
Sale	₹5,000 million	million*		aggregating	share reservation among QIBs, NIBs, RIBs, see "Offer Structure" on page
				to	459.
				₹22,055.70
				million*
*Subject to finalization of the Basis of Allotment
DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDERS AND THEIR RESPECTIVE WEIGHTED
		AVERAGE COST OF ACQUISITION PER EQUITY SHARE
NAME OF THE SELLING	TYPE		NUMBER OF SHARES OFFERED / AMOUNT (₹	WEIGHTED AVERAGE
SHAREHOLDER				IN MILLION)	COST OF ACQUISITION
								PER EQUITY SHARE (IN
								₹)^
Anant Investments	Investor Selling		50,661,000 Equity Shares aggregating to ₹17,022.10	145.60
		Shareholder				million*
Sunil Sachdeva (jointly held	Individual Selling		100,000 Equity Shares aggregating to ₹33.60 million*	2.02
with Suman Sachdeva)	Shareholders

• Calculated on a fully diluted basis as on date of this Prospectus. *Subject to finalization of the Basis of Allotment
  RISK IN RELATION TO THE FIRST OFFER

This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹2 each. The Floor Price, the Cap Price and Offer Price as determined by our Company and the Investor Sellin g Shareholder, in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, and as stated in "Basis for Offer Price" on page 160, should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISK

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India ("SEBI"), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to "Risk Factors" on page 41.

ISSUER'S AND SELLING SHAREHOLDERS' ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this Prospectus, as a whole or any of such information or the expression of any such opinions or intentions, misleading in any material respect. Each Selling Shareholder, severally and not jointly, accepts responsibility for and confirms only such statements made by it in this Prospectus to the extent such statements specifically pertain to it and its respective portion of the Offered Shares and assumes responsibility that such statements are true and correct in all material respects and are not misleading in any material respect. However, each Selling Shareholder, severally and not jointly, does not assume any responsibility for any other statements, including without limitation, any and all of the statements made by or in relation to our Company or the other Selling Shareholders in this Prospectus.

LISTING

The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges (as defined herein) being NSE and BSE. Our Company has received in-principle approvals from each of the BSE and the NSE for the listing of the Equity Shares pursuant to their letters dated October 21, 2021 and October 22, 2021, respectively. For the purposes of the Offer, NSE is the Designated Stock Exchange.

BOOK RUNNING LEAD MANAGERS

Logo and name of the Book Running Lead Manager	Contact Person	Telephone and E-mail
	Kotak Mahindra Capital	Ganesh Rane	Tel: [phone]
	Company Limited		E-mail: [e-mail]
	Credit Suisse Securities (India)	Abhishek Joshi	Tel: [phone]
	Private Limited		E-mail: list.medantaipo2021@credit-
			suisse.com
	Jefferies India Private Limited	Ashutosh Prajapati	Tel: [phone]
			E-mail: [e-mail]
	JM Financial Limited	Prachee Dhuri	Tel: [phone]
			E-mail: [e-mail]
	REGISTRAR TO THE OFFER
	KFin Technologies Limited	Contact Person: M Murali	Tel: [phone]
	(formerly known as KFin	Krishna	Email: [e-mail]
	Technologies Private Limited)

BID/OFFER PERIOD

ANCHOR INVESTOR	Wednesday,	BID/OFFER	Thursday,	BID/OFFER	Monday,
November 2, 2022	November 3, 2022	CLOSED ON(2)	November 7, 2022
BID/OFFER PERIOD(1)	OPENED ON

1. The Anchor Investor Bid/Offer Period was one Working Day prior to the Bid/Offer Opening Date.
2. The UPI mandate end time and date was at 5:00 p.m. on Monday, November 7, 2022.

PROSPECTUS

Dated November 9, 2022

Please read Section 32 of the Companies Act, 2013

100 % Book Built Offer

GLOBAL HEALTH LIMITED

Our Company was incorporated as 'Global Health Private Limited' on August 13, 2004 at New Delhi, India as a private limited company under the Companies Act, 1956 pursuant to a certificate of incorporation by the Registrar of Companies, Delhi and Haryana at Delhi ("RoC"). Our Company was then converted into a public limited company under the Companies Act, 2013, pursuant to a special resolution passed by our Shareholders at the EGM held on July 31, 2021 and consequently, the name of our Company was changed to 'Global Health Limited' and a fresh certificate of incorporation dated August 11, 2021 was issued by the RoC. For further details in relation to changes in the name and the registered office of our Company, see "History and Certain Corporate Matters" on page 257.

Registered Office: Medanta - Mediclinic, E-18, Defence Colony, New Delhi, Delhi 110 024, India

Corporate Office: Medanta - The Medicity, Sector - 38, Gurgaon, Haryana 122 001, India

Contact Person: Rahul Ranjan, Company Secretary and Compliance Officer

Tel: [phone]; E-mail: [e-mail]; Website: https://www.medanta.org

Corporate Identity Number: U85110DL2004PLC128319

OUR PROMOTER: DR. NARESH TREHAN

INITIAL PUBLIC OFFERING OF 65,641,952* EQUITY SHARES OF FACE VALUE OF ₹2 EACH ("EQUITY SHARES") OF GLOBAL HEALTH LIMITED (OUR "COMPANY" OR THE "COMPANY" OR THE "ISSUER") FOR CASH AT A PRICE OF ₹336 PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹334 PER EQUITY SHARE) (THE "OFFER PRICE") AGGREGATING TO ₹22,055.70 MILLION* (THE "OFFER") COMPRISING A FRESH ISSUE OF 14,880,952* EQUITY SHARES BY OUR COMPANY AGGREGATING UP TO ₹5,000 MILLION (THE "FRESH ISSUE") AND AN OFFER FOR SALE OF 50,761,000 EQUITY SHARES AGGREGATING TO ₹17,055.70 MILLION* (THE "OFFER FOR SALE") COMPRISING 50,661,000 EQUITY SHARES AGGREGATING TO ₹17,022.10 MILLION* BY ANANT INVESTMENTS (THE "INVESTOR SELLING SHAREHOLDER") AND 100,000 EQUITY SHARES AGGREGATING TO ₹33.60 MILLION* BY SUNIL SACHDEVA (JOINTLY HELD WITH SUMAN SACHDEVA) (THE "INDIVIDUAL SELLING SHAREHOLDERS", AND ALONG WITH INVESTOR SELLING SHAREHOLDER, THE "SELLING SHAREHOLDERS" AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE "OFFERED SHARES"). THE OFFER SHALL CONSTITUTE 24.46%* OF THE FULLY DILUTED POST-OFFERPAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE FACE VALUE OF THE EQUITY SHARE IS ₹2 EACH AND THE OFFER PRICE IS 168 TIMES THE FACE VALUE OF EQUITY SHARES.

*SUBJECT TO FINALIZATION OF THE BASIS OF ALLOTMENT

The Offer was made through the Book Building Process, in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations and in compliance with 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 and the Investor Selling Shareholder, in consultation with the BRLMs, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis, in accordance with the SEBI ICDR Regulations (the "Anchor Investor Portion"), of which one-third was reserved for domestic Mutual Funds, subject to valid Bids having been received from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the SEBI ICDR Regulations. Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion was available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. However, if the aggregate demand from the Mutual Funds was less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation would have been added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Offer was available for allocation to Non-Institutional Bidders ("Non-InstitutionalPortion") of which (a) one-third was available for allocation to Bidders with an application size of more than ₹200,000 and up to ₹1,000,000 and (b) two-thirds was available for allocation to Bidders with an application size of more than ₹1,000,000, provided that under-subscription in either of these two sub-categories of Non- Institutional Portion would have been allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price - and not less than 35% of the Offer was available for allocation to Retail Individual Bidders ("Retail Portion") in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. All potential Bidders, other than Anchor Investors, were required to mandatorily utilize the Application Supported by Blocked Amount ("ASBA") process by providing details of their respective ASBA accounts and UPI ID (defined hereinafter) (in case of UPI Bidders using UPI Mechanism (defined hereinafter)), if applicable, in which the corresponding Bid Amounts was blocked by the self-certified syndicate banks ("SCSBs") or the Sponsor Banks under the UPI Mechanism, as applicable, to participate in the Offer. Anchor Investors were not permitted to participate in the Anchor Investor Portion through the ASBA process. See "Offer Procedure", on page 463.

RISK IN RELATION TO THE FIRST OFFER

This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹2 each. The Floor Price, Cap Price and Offer Price, as determined by our Company and the Investor Selling Shareholder in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, and as stated in "Basis for Offer Price" on page 160, should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISK

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (the "SEBI"), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to "Risk Factors" on page 41.

ISSUER'S AND SELLING SHAREHOLDERS' ABSOLUTE RESPONSIBILITY

Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each Selling Shareholder, severally and not jointly, accepts responsibility for and confirms only such statements made or undertaken expressly by it in this Prospectus to the extent such statements specifically pertain to it and its respective portion of the Offered Shares in the Offer for Sale and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect. However, each Selling Shareholder, severally and not jointly, does not assume any responsibility for any other statements, including without limitation, any and all of the statements made by or in relation to our Company or the other Selling Shareholders in this Prospectus.

LISTING

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges being the BSE and the NSE. Our Company has received an 'in-principle' approval from each of the BSE and the NSE for the listing of the Equity Shares pursuant to their letters dated October 21, 2021 and October 22, 2021, respectively. For the purposes of the Offer, the Designated Stock Exchange is NSE. A signed copy of the Red Herring Prospectus has been, and a signed copy of this Prospectus shall be delivered to the RoC in accordance with Sections 26(4) and 32 of the Companies Act. For details of the material contracts and documents that were available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see "Material Contracts and Documents for Inspection" on page 497.

BOOK RUNNING LEAD MANAGERS	REGISTRAR TO THE
	OFFER

Kotak Mahindra Capital Company

Credit

Suisse Securities

(India)

Jefferies India Private Limited

JM Financial Limited

KFin Technologies

Limited

Limited

Private Limited

42/43, 2 North Avenue Maker

7th Floor Cnergy

(formerly

known

as

KFin

1st Floor, 27BKC, Plot No. C - 27

9th Floor, Ceejay House

Maxity

Appasaheb Marathe Marg

Technologies Private Limited)

G Block, Bandra Kurla Complex

Plot F, Shivsagar Estate

Bandra-Kurla Complex

Prabhadevi

Selenium, Tower-B

Bandra (East)

Dr. Annie Besant Road, Worli

Bandra (East), Mumbai 400 051

Mumbai 400 025

Plot 31 and 32, Financial District

Mumbai 400 051

Mumbai 400 018

Maharashtra, India

Maharashtra, India

Nanakramguda, Serilingampally

Maharashtra, India

Maharashtra, India

Tel: [phone]

Tel: [phone]

Hyderabad, Rangareddi 500 032

Tel: [phone]

Tel: [phone]

E-mail: [e-mail]

E-mail: [e-mail]

Telangana, India

E-mail: [e-mail]

E-mail: list.medantaipo2021@credit-

Investor grievance e-mail:

Investor grievance e-mail:

Tel: [phone]

Investor grievance e-mail:

suisse.com

[e-mail]

[e-mail]

E-mail:

[e-mail]

Investor grievance e-mail:

Website: www.jefferies.com

Website: www.jmfl.com

[e-mail]

Website:

[e-mail]

Contact Person: Ashutosh Prajapati

Contact Person: Prachee Dhuri

Investor grievance e-mail:

www.investmentbank.kotak.com

Website: https://www.credit-

SEBI

Registration

No.:

SEBI

Registration

Number:

[e-mail]

Contact Person: Ganesh Rane

suisse.com/in/en/investment-banking-

INM000011443

INM000010361

Website: www.kfintech.com

SEBI Registration No: INM000008704

apac/investment-banking-in-

Contact Person: M Murali

india/ipo.html

Krishna

Contact Person: Abhishek Joshi

SEBI

Registration

No.:

SEBI

Registration

No.:

INR000000221

INM000011161

BID/OFFER PROGRAMME

BID/OFFER OPENED ON: Thursday, November 3, 2022(1)

BID/OFFER CLOSED ON: Monday, November 7, 2022(2)

1. The Anchor Investor Bid/Offer Period was one Working Day prior to the Bid/Offer Opening Date.
2. The UPI Mandate end time and date was at 5:00 p.m. on Monday, November 7, 2022.

(This page is intentionally left blank)

TABLE OF CONTENTS
SECTION I: GENERAL ......................................................................................................................	6
DEFINITIONS AND ABBREVIATIONS ........................................................................................................	6
OFFER DOCUMENT SUMMARY ................................................................................................................	20
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
AND CURRENCY OF PRESENTATION ......................................................................................................	35
FORWARD-LOOKING STATEMENTS .......................................................................................................	39
SECTION II: RISK FACTORS ........................................................................................................	41
SECTION III: INTRODUCTION.....................................................................................................	92
THE OFFER ....................................................................................................................................................	92
SUMMARY OF FINANCIAL INFORMATION OF THE COMPANY .........................................................	96
SUMMARY OF FINANCIAL INFORMATION OF MHPL AND GHPPL..................................................	105
GENERAL INFORMATION ........................................................................................................................	115
CAPITAL STRUCTURE ..............................................................................................................................	125
OBJECTS OF THE OFFER ...........................................................................................................................	150
BASIS FOR OFFER PRICE ..........................................................................................................................	160
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................	164
SECTION IV: ABOUT OUR COMPANY .....................................................................................	170
INDUSTRY OVERVIEW .............................................................................................................................	170
OUR BUSINESS ...........................................................................................................................................	224
KEY REGULATIONS AND POLICIES.......................................................................................................	248
HISTORY AND CERTAIN CORPORATE MATTERS ...............................................................................	257
OUR MANAGEMENT .................................................................................................................................	272
OUR PROMOTER AND PROMOTER GROUP ..........................................................................................	296
OUR GROUP COMPANIES.........................................................................................................................	299
DIVIDEND POLICY.....................................................................................................................................	305
SECTION V: FINANCIAL INFORMATION ...............................................................................	306
FINANCIAL STATEMENTS .......................................................................................................................	306
OTHER FINANCIAL INFORMATION .......................................................................................................	373
CAPITALIZATION STATEMENT ..............................................................................................................	375
FINANCIAL INDEBTEDNESS ...................................................................................................................	376
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ..............................................................................................................................................	379
SECTION VI: LEGAL AND OTHER INFORMATION .............................................................	415
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ....................................................	415
GOVERNMENT AND OTHER APPROVALS ............................................................................................	429
OTHER REGULATORY AND STATUTORY DISCLOSURES .................................................................	436
SECTION VII: OFFER RELATED INFORMATION.................................................................	453
TERMS OF THE OFFER ..............................................................................................................................	453
OFFER STRUCTURE ...................................................................................................................................	459
OFFER PROCEDURE ..................................................................................................................................	463
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES...............................................	483
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF
ASSOCIATION.................................................................................................................................	485
SECTION IX: OTHER INFORMATION......................................................................................	497
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION .......................................................	497
DECLARATION ...........................................................................................................................................	501