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IMPORTANT NOTICE

IMPORTANT: This e-mail is intended for the named recipient(s) only. If you are not an intended

recipient, please delete this e-mail from your system immediately. You must read the following before continuing. The following terms apply to the Red Herring Prospectus and accompanying

International Wrap, each dated March 4, 2016 and March 8, 2016, respectively (the "Preliminary Offering Memorandum") of Healthcare Global Enterprises Limited (the "Company") attached to this e-

mail. You are therefore advised to read this page carefully before reading, accessing or making any other

use of the attached Preliminary Offering Memorandum. In accessing the Preliminary Offering

Memorandum, you agree to be bound by the following terms and conditions, including any modifications

to them any time you receive any information from us as a result of such access. None of Kotak Mahindra

Capital Company Limited, Goldman Sachs (India) Securities Private Limited, Edelweiss Financial

Services Limited, IDFC Securities Limited, IIFL Holdings Limited or Yes Bank Limited (the "BRLMs"),

or any person who controls any of them or any of their respective affiliates, directors, officers, employees,

agents, representatives or advisers accepts any liability whatsoever for any loss howsoever arising from

any use of this e-mail or the attached Preliminary Offering Memorandum or their respective contents or

otherwise arising in connection therewith. You acknowledge that the access to the attached Preliminary

Offering Memorandum is intended for use by you only and you agree you will not forward or otherwise

provide access to any other person.

Confirmation of Your Representation: You are accessing the attached Preliminary Offering

Memorandum on the basis that you have confirmed your representation to the BRLMs that: (1) you are

the intended recipient of the attached Preliminary Offering Memorandum; (2) (i) you are neither resident

in the United States nor a U.S. person, as defined in Regulation S under the U.S. Securities Act of 1933,

as amended (the "U.S. Securities Act"), nor acting on behalf of a U.S. person, the electronic mail address

to which this e-mail has been delivered is not located in the United States, its territories or possessions,

and, to the extent that you eventually purchase the equity shares described in the attached Preliminary

Offering Memorandum, you will be doing so pursuant to Regulation S under the U.S. Securities Act or

(ii) you are a "qualified institutional buyer" as defined in Rule 144A under the U.S. Securities Act; and

(3) you consent to delivery of the attached Preliminary Offering Memorandum and any amendments or

supplements thereto by electronic transmission.

The attached Preliminary Offering Memorandum has been made available to you in electronic form. You

are reminded that documents transmitted via this medium may be altered or changed during the process of

transmission. Consequently, none of the BRLMs, or any of their respective affiliates or any person who controls any of them, or any of their respective directors, officers, employees or agents or any affiliates of

any such person, accepts any liability or responsibility whatsoever in respect of any discrepancies

between the Preliminary Offering Memorandum distributed to you in electronic format and the hard copy

version. We will provide a hard copy version to you upon request.

You are reminded that no representation or warranty, expressed or implied, is made or given by or on

behalf of any underwriter named herein, nor any person who controls it or any director, officer, employee

or agent of it, or affiliate of any such person as to the accuracy, completeness or fairness of the

information or opinions contained in this document and such persons do not accept responsibility or

liability for any such information or opinions.

Restrictions: The attached Preliminary Offering Memorandum and notice are being furnished in

connection with an offering exempt from registration under the U.S. Securities Act solely for the purpose

of enabling a prospective investor to consider the purchase of the Equity Shares described in the

Preliminary Offering Memorandum. In making an investment decision, investors must rely on their own

examination of the merits and risks involved.

THE EQUITY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.

SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR OTHER

JURISDICTION IN THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD WITHIN THE

UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, "U.S. PERSONS" (AS

DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT PURSUANT TO

AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO REGISTRATION

REQUIREMENTS OF THE U.S. SECURITIES ACT.

Except with respect to eligible investors in jurisdictions where such offer is permitted by law, nothing in

this electronic transmission constitutes an offer or an invitation by or on behalf of either the issuer of the

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Equity Shares or the BRLMs to subscribe for or purchase any of the Equity Shares described therein, and

access has been limited so that it shall not constitute a "general solicitation" or "general advertising" (each

as defined in Regulation D under the U.S. Securities Act) or "directed selling efforts" (as defined in

Regulation S under the U.S. Securities Act) in the United States or elsewhere. If a jurisdiction requires

that the Offer be made by a licensed broker or dealer and the underwriters or any affiliate of the

underwriters is a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by

the BRLMs or any of their eligible affiliates on behalf of the issuer in such jurisdiction. Recipients of this

e-mail and the attached Preliminary Offering Memorandum who intend to subscribe for or purchase the

Equity Shares are reminded that any subscription or purchase of the Equity Shares may only be made on the basis of the information contained in the final offering document.

You are reminded that you have accessed the attached Preliminary Offering Memorandum on the basis

that you are a person into whose possession this Preliminary Offering Memorandum may be lawfully

delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are

you authorized to deliver or forward this document, electronically or otherwise, to any other person. If

you have gained access to this transmission contrary to the foregoing restrictions, you will be unable to

purchase any of the Equity Shares described therein.

Actions That You May Not Take: You should not reply by e-mail to this transmission, and you may not

purchase any Equity Shares by doing so. Any reply e-mail communications, including those you generate

by using the "Reply" function on your e-mail software, will be ignored or rejected.

YOU MAY NOT AND ARE NOT AUTHORIZED TO (I) FORWARD OR DELIVER THE

ATTACHED PRELIMINARY OFFERING MEMORANDUM, ELECTRONICALLY OR

OTHERWISE, TO ANY OTHER PERSON OR (II) REPRODUCE SUCH PRELIMINARY OFFERING

MEMORANDUM IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR

REPRODUCTION OF THIS DOCUMENT AND THE ATTACHED PRELIMINARY OFFERING

MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH

THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE

APPLICABLE LAWS OF OTHER JURISDICTIONS.

You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from

viruses and other items of a destructive nature.

RED HERRING PROSPECTUSDated: March 4, 2016

(Please read Section 32 of the Companies Act, 2013)100% Book Built Offer

HEALTHCARE GLOBAL ENTERPRISES LIMITEDOur Company was originally incorporated as Curie Centre of Oncology Private Limited on March 12, 1998 at Bengaluru, Karnataka, India as a private limited company under the Companies Act, 1956. The name of our Company was subsequently changed to HealthCare Global Enterprises Private Limited and a fresh certificate of incorporation consequent upon change of name was issued by the RoC on November 14, 2005. Our Company was converted into a public limited company pursuant to a special resolution passed by our Shareholders at the extraordinary general meeting held on May 20, 2006 and the name of our Company was changed to HealthCare Global Enterprises Limited. A fresh certificate of incorporation consequent upon conversion to a public limited company was issued by the RoC on July 5, 2006. For details of change in the name and registered office of our Company, see “History and Certain Corporate Matters” on page 182.

Registered Office: HCG Tower, No. 8, P Kalinga Rao Road, Sampangi Rama Nagar, Bengaluru 560 027, Karnataka, India Contact Person: Sunu Manuel, Company Secretary and Compliance Officer; Tel: +91 80 4660 7700; Fax: +91 80 4660 7749E-mail:investors@hcgoncology.com; Website: www.hcgel.com; Corporate Identity Number: U15200KA1998PLC023489

OUR PROMOTERS: DR. BS AJAI KUMAR, DR. GANESH NAYAK, DR. BS RAMESH, DR. KS GOPINATH AND DR. M GOPICHANDPUBLIC OFFER OF UP TO 29,800,000 EQUITY SHARES OF FACE VALUE OF ̀ 10 EACH (“EQUITY SHARES”) OF HEALTHCARE GLOBAL ENTERPRISES LIMITED (“COMPANY” OR “ISSUER”) FOR CASH AT A PRICE OF `[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF `[●] PER EQUITY SHARE) AGGREGATING UP TO `[●] MILLION (“OFFER”) COMPRISING A FRESH ISSUE OF UP TO 11,600,000 EQUITY SHARES AGGREGATING UP TO `[●] MILLION (“FRESH ISSUE”) AND AN OFFER FOR SALE OF UP TO 18,200,000 EQUITY SHARES BY THE SELLING SHAREHOLDERS (AS DEFINED HEREUNDER), INCLUDING ONE OF OUR PROMOTERS, DR. BS AJAI KUMAR, AGGREGATING UP TO `[●] MILLION (“OFFER FOR SALE”). THE OFFER WOULD CONSTITUTE 35.03% OF OUR POST-OFFER PAID-UP EQUITY SHARE CAPITAL.THE FACE VALUE OF EQUITY SHARES IS ̀ 10 EACH. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR COMPANY AND THE INVESTOR SELLING SHAREHOLDERS (AS DEFINED HEREUNDER) IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL NEWSPAPER, BUSINESS STANDARD, ALL EDITIONS OF THE HINDI NATIONAL NEWSPAPER, BUSINESS STANDARD, AND THE BENGALURU EDITION OF THE KANNADA NEWSPAPER, HOSADIGANTHA (KANNADA BEING THE REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED AND THE NATIONAL STOCK EXCHANGE OF INDIA LIMITED FOR THE PURPOSE OF UPLOADING ON THEIR WEBSITES.

In case of any revision in the Price Band, the Bid/Offer Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/Offer Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to BSE Limited (“BSE”) and the National Stock Exchange of India Limited (“NSE”), by issuing a press release, and also by indicating the change on the websites of the BRLMs and at the terminals of the Syndicate Members.

In terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), and in accordance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Require-ments) Regulations, 2009, as amended (the “SEBI ICDR Regulations”), the Offer is being made for at least such percentage of Equity Shares equivalent to the value of `4,000 million and the post-Offer capital of our Company at the Offer Price is more than `16,000 million but less than or equal to `40,000 million. The Offer is being made through the Book Building Process wherein at least 75% of the Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers (“QIBs”), provided that our Company in consultation with the Investor Selling Shareholders may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis, out of which one-third shall be reserved for domestic Mutual Funds only, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Offer Price, in accordance with the SEBI ICDR Regulations. 5% of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not more than 15% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not more than 10% of the Offer shall be available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential investors, other than Anchor Investors, are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) to participate in this Offer. For details, see “Offer Procedure” on page 450.

RISK IN RELATION TO THE FIRST OFFERThis being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is `10 and the Floor Price is [●] times the face value and the Cap Price is [●] times the face value.The Offer Price (determined and justified by our Company in consultation with the Investor Selling Shareholders and the BRLMs as stated under “Basis for Offer Price” on page 121) 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 or regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKSInvestments 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 SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 17.

ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITYOur Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring 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 Red Herring 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 Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. The Other Selling Shareholders severally and not jointly accept responsibility that this Red Herring Prospectus contains all information about them as Other Selling Shareholders in the context of the Offer for Sale and further assume responsibility for statements in relation to them included in this Red Herring Prospectus.Further, the Investor Selling Shareholders severally and not jointly, accept responsibility only for statements expressly made by such Investor Selling Shareholder in relation to itself in this Red Herring Prospectus.

LISTINGThe Equity Shares offered through this Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an ‘in-principle’ approval from the BSE and the NSE for the listing of the Equity Shares pursuant to letters dated September 14, 2015 and August 14, 2015, respectively. For the purposes of the Offer, the Designated Stock Exchange shall be NSE.

BOOK RUNNING LEAD MANAGERS

Kotak Mahindra Capital Company Limited1st Floor, 27 BKC, Plot No. 27“G” Block, Bandra Kurla ComplexBandra (East), Mumbai 400 051, Maharashtra, IndiaTel: +91 22 4336 0000; Fax: +91 22 6713 2447E-mail: hcg.ipo@kotak.comInvestor grievance email: kmccredressal@kotak.comWebsite: www.investmentbank.kotak.comContact Person: Ganesh RaneSEBI Registration No.: INM000008704

Edelweiss Financial Services Limited14th Floor, Edelweiss HouseOff CST Road, KalinaMumbai 400 098, Maharashtra, IndiaTel: + 91 22 4009 4400, Fax: +91 22 4086 3610Email: hcg.ipo@edelweissfin.comInvestor grievance email: customerservice.mb@edelweissfin.comWebsite: www.edelweissfin.comContact Person: Siddharth Shah/Vivek KumarSEBI Registration No.: INM0000010650

Goldman Sachs (India) Securities Private Limited Rational House951-A, Appasaheb Marathe MargPrabhadevi, Mumbai 400 025, Maharashtra, IndiaTel: +91 22 6616 9000, Fax: +91 22 6616 9090Email: gs-hcg-ipo@gs.comInvestor grievance email: india-client-support@gs.comWebsite: http://www.goldmansachs.com/worldwide/india/offerings.htmlContact Person:Dipak DagaSEBI Registration No.: INM000011054

REGISTRAR TO THE OFFER

IDFC Securities LimitedNaman Chambers, C-32, “G” BlockBandra Kurla ComplexBandra (East), Mumbai 400 051, Maharashtra, IndiaTel: +91 22 6622 2600, Fax: +91 22 6622 2501Email: hcg.ipo@idfc.comInvestor grievance email: investorgrievance@idfc.comWebsite: www.idfccapital.comContact Person: Gaurav GoyalSEBI Registration No.: MB/INM000011336

IIFL Holdings Limited10th Floor, IIFL CentreKamala City, Senapati Bapat MargLower Parel (West), Mumbai 400 013, Maharashtra, IndiaTel: +91 22 4646 4600, Fax: +91 22 2493 1073Email: hcg.ipo@iiflcap.comInvestor grievance email: ig.ib@iiflcap.comWebsite: www.iiflcap.comContact Person: Pinak Bhattacharyya/Vishal BangardSEBI Registration No.: INM000010940

Yes Bank LimitedYes Bank Tower, IFC, Tower 2, 18th Floor Senapati Bapat Marg, Elphinstone (West)Mumbai 400 013, Maharashtra, IndiaTel: +91 22 3366 9000, Fax: +91 22 2421 4508Email: dlhcgipo@yesbank.inInvestor grievance email: merchantbanking@yesbank.inWebsite: www.yesbank.inContact Person: Dhruvin MehtaSEBI Registration No.: MB/INM000010874

Karvy Computershare Private LimitedKarvy Selenium Tower BPlot 31-32, Gacchibowli Financial District, Nanakramguda, Hyderabad 500 032 Tel: +91 40 6716 2222, Fax: +91 40 2343 1551 E-mail: einward.ris@karvy.comInvestor grievance email: hcglobal.ipo@karvy.comWebsite: www.karisma.karvy.comContact Person: Rakesh SanthaliaSEBI Registration No.: INR000000221

BID/OFFER PROGRAMMEBID/OFFER OPENS ON Wednesday, March 16, 2016(1)

BID/OFFER CLOSES ON Friday, March 18, 2016(1) Our Company, in consultation with the Investor Selling Shareholders and the BRLMs, shall consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.

IIFL

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Preliminary Offering Memorandum

(Subject to Completion)

HEALTHCARE GLOBAL ENTERPRISES LIMITED

Our Company was originally incorporated as Curie Centre of Oncology Private Limited on March 12, 1998 at Bengaluru, Karnataka, India as a private limited

company under the Companies Act, 1956. The name of our Company was subsequently changed to HealthCare Global Enterprises Private Limited and a fresh

certificate of incorporation consequent upon change of name was issued by the RoC on November 14, 2005. Our Company was converted into a public limited

company pursuant to a special resolution passed by our Shareholders at the extraordinary general meeting held on May 20, 2006 and the name of our Company was changed to HealthCare Global Enterprises Limited. A fresh certificate of incorporation consequent upon conversion to a public limited company was issued

by the RoC on July 5, 2006. For details of change in the name and registered office of our Company, see the section entitled "History and Certain Corporate

Matters" of the attached Red Herring Prospectus dated March 4, 2016 (the "Red Herring Prospectus").

Registered Office: HCG Tower, No. 8, P Kalinga Rao Road, Sampangi Rama Nagar, Bengaluru 560 027, Karnataka, India Contact Person: Sunu Manuel, Company Secretary and Compliance Officer; Tel: +91 80 4660 7700; Fax: +91 80 4660 7749

E-mail: investors@hcgoncology.com; Website: www.hcgel.com

Corporate Identity Number: U15200KA1998PLC023489

This Preliminary Offering Memorandum relates to an initial public offer of up to 29,800,000 equity shares of face value of ₹10 each (the "Equity Shares") of

Healthcare Global Enterprises Limited (our "Company") for cash at the offer price of ₹[•] per Equity Share (including a share premium of ₹[•] per Equity Share)

(the "Offer Price") aggregating up to ₹[•] million (the "Offer"). The Offer comprises a fresh issue to the public of 11,600,000 Equity Shares aggregating up to ₹[•] million (the "Fresh Issue") and an offer for sale of up to 18,200,000 Equity Shares by the Selling Shareholders (as defined in the attached Red Herring

Prospectus), including one of our Promoters, Dr. BS Ajai Kumar, aggregating up to ₹[•] million (the "Offer for Sale"). The Offer will constitute 35.03% of our

fully-diluted post Offer paid-up equity share capital. In terms of Rule 19(2)(b)(ii) of the Securities Contracts (Regulation) Rules, 1957, as amended, and in

accordance with Regulation 26(2) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the "SEBI ICDR Regulations"), the Offer is being made for at least such percentage of Equity Shares equivalent to the value of `4,000 million and the post-Offer

capital of our Company at the Offer Price is more than `16,000 million but less than or equal to `40,000 million. The Offer is being made through the Book

Building Process wherein at least 75% of the Offer shall be Allotted on a proportionate basis to Qualified Institutional Buyers ("QIBs") ("QIB Portion").

The Offer consists of an offering of Equity Shares (1) within the United States, to "qualified institutional buyers" (as defined in Rule 144A ("Rule 144A") under

the United States Securities Act of 1933, as amended (the "U.S. Securities Act")) in reliance on Rule 144A (the "U.S. Offer") (2) within India, to Indian

institutional, non-institutional and retail investors in reliance on Regulation S ("Regulation S") under the U.S. Securities Act (the "Indian Public Offer"), and (3) outside the United States and India, to institutional investors that are not U.S. persons in reliance on Regulation S (the "Global Offer", and together with the U.S.

Offer and the Indian Public Offer, the "Offer"), in a 100% Book Building Process in India pursuant to the SEBI ICDR Regulations as described in the attached

Red Herring Prospectus.

This Preliminary Offering Memorandum includes the Red Herring Prospectus. As used in this document, the term "Preliminary Offering Memorandum" means

these pages for prospective international investors and the Red Herring Prospectus. The Preliminary Offering Memorandum should be read prior to making an

investment decision to buy Equity Shares in this Offer. Unless the context otherwise requires, references to "we", "us", and "our" are to our Company.

Prior to the Offer, there has been no public market for the Equity Shares. Our Company has received in-principle approvals from the Bombay Stock Exchange Limited (the "BSE") and the National Stock Exchange of India Limited (the "NSE", and together with the BSE, the "Stock Exchanges") through letters dated

September 14, 2015 and August 14, 2015, respectively, for the listing of the Equity Shares being offered hereby.

The Price Band and the minimum Bid lot will be decided by our Company and the Investor Selling Shareholders (as described in the attached Red

Herring Prospectus) in consultation with the BRLMs and advertised at least five working days prior to the Bid/Offer Opening Date.

In the case of a revision of the Price Band, the Bidding/Offer Period shall be extended for three additional working days after such revision, subject to the

Bidding/Offer Period not exceeding ten working days. Any revision of the Price Band and the revised Bidd ing/Offer Period, if applicable, will be widely

disseminated by notification to the Stock Exchanges, by issuing a press release, and also by indicating the change on the websites of the BRLMs and the terminals

of the Syndicate.

Please read the "Risk Factors" section of the attached Red Herring Prospectus and the "Additional Risk Factors for International Investors" section of

this Preliminary Offering Memorandum, which describe several factors that you should consider before investing in the Equity Shares.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in the United States and may not be offered or

sold within the United States or to or for the account or benefit of U.S. persons (as defined in Regulation S), 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 only (1) in the United States to institutions that are "qualified institutional buyers" as defined in Rule 144A, and (2) outside the United States to non-U.S. persons in compliance with Regulation S and the applicable laws of the jurisdictions where those offers and sales occur. Prospective purchasers

that are "qualified institutional buyers" as defined in Rule 144A are hereby notified that the sellers of Equity Shares may be relying on the exemption from the

provisions of Section 5 of the U.S. Securities Act provided by Rule 144A. The Equity Shares are not transferable except in accordance with the restrictions

described in the section entitled "Purchaser Representations and Transfer Restrictions" of this Preliminary Offering Memorandum. This Offer will also be in

compliance with the applicable SEBI ICDR Regulations.

The date of this Preliminary Offering Memorandum is March 8, 2016.

BOOK RUNNING LEAD MANAGERS

Kotak Mahindra Capital Company Limited

1st Floor, 27 BKC, Plot No. 27

"G" Block, Bandra Kurla Complex

Bandra (East), Mumbai 400 051

Maharashtra, India

Tel: +91 22 4336 0000

Fax: +91 22 6713 2447

E-mail: hcg.ipo@kotak.com

Investor grievance email: kmccredressal@kotak.com Website: www.investmentbank.kotak.com

Contact Person: Ganesh Rane

SEBI Registration No.: INM000008704

Edelweiss Financial Services Limited

14th Floor, Edelweiss House

Off CST Road, Kalina

Mumbai 400 098

Maharashtra, India

Tel: + 91 22 4009 4400

Fax: +91 22 4086 3610

Email: hcg.ipo@edelweissfin.com

Investor grievance email: customerservice.mb@edelweissfin.com Website: www.edelweissfin.com

Contact Person: Siddharth Shah/Vivek Kumar

SEBI Registration No.: INM0000010650

Goldman Sachs (India) Securities Private Limited

Rational House

951-A, Appasaheb Marathe Marg

Prabhadevi, Mumbai 400 025

Maharashtra, India

Tel: +91 22 6616 9000

Fax: +91 22 6616 9090

Email: gs-hcg-ipo@gs.com

Investor grievance email: india-client-support@gs.com Website:

http://www.goldmansachs.com/worldwide/india/offerings.html

Contact Person:Dipak Daga

SEBI Registration No.: INM000011054

REGISTRAR TO THE OFFER

IDFC Securities Limited

Naman Chambers, C-32, "G" Block

Bandra Kurla Complex

Bandra (East), Mumbai 400 051

Maharashtra, India

Tel: +91 22 6622 2600

Fax: +91 22 6622 2501

Email: hcg.ipo@idfc.com

Investor grievance email:

investorgrievance@idfc.com

Website: www.idfccapital.com

Contact Person: Gaurav Goyal

SEBI Registration No.: MB/INM000011336

IIFL Holdings Limited

10th Floor, IIFL Centre

Kamala City, Senapati Bapat Marg

Lower Parel (West), Mumbai 400 013

Maharashtra, India

Tel: +91 22 4646 4600

Fax: +91 22 2493 1073

Email: hcg.ipo@iiflcap.com

Investor grievance email: ig. ib@iif lcap.com

Website: www.iif lcap.com

Contact Person: Pinak Bhattacharyya/Vishal

Bangard

SEBI Registration No.: INM000010940

Yes Bank Limited

Yes Bank Tower, IFC, Tower 2, 18th Floor

Senapati Bapat Marg, Elphinstone (West)

Mumbai 400 013

Maharashtra, India

Tel: +91 22 3366 9000

Fax: +91 22 2421 4508

Email: dlhcgipo@yesbank.in

Investor grievance email:

merchantbanking@yesbank.in

Website: www.yesbank.in

Contact Person: Dhruvin Mehta

SEBI Registration No.: MB/INM000010874

Karvy Computershare Private Limited

Karvy Selenium Tower B

Plot 31-32, Gacchibowli

Financial District, Nanakramguda

Hyderabad 500 032

Tel: +91 40 6716 2222

Fax: +91 40 2343 1551

E-mail: einward.ris@karvy.com

Investor grievance email:

hcglobal.ipo@karvy.com

Website: www.karisma.karvy.com

Contact Person: Rakesh Santhalia

SEBI Registration No.: INR000000221

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CONTENTS

Page

NOTE TO INVESTORS .............................................................................................................................. 3

OFFSHORE DERIVATIVE INSTRUMENTS ............................................................................................ 6

NOTICE TO INVESTORS IN THE UNITED STATES ............................................................................. 7

NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA .................................................... 8

AVAILABLE INFORMATION .................................................................................................................. 9

FORWARD LOOKING STATEMENTS .................................................................................................. 10

ENFORCEMENT OF CIVIL LIABILITIES ............................................................................................. 12

THE OFFER ............................................................................................................................................... 13

ADDITIONAL RISK FACTORS FOR INTERNATIONAL INVESTORS.............................................. 15

EXCHANGE RATE INFORMATION ...................................................................................................... 18

THE SECURITIES MARKET OF INDIA................................................................................................. 19

DISTRIBUTION AND SOLICITATION RESTRICTIONS ..................................................................... 22

PURCHASER REPRESENTATIONS AND TRANSFER RESTRICTIONS ........................................... 28

RESTRICTIONS ON TRANSFERS OF EQUITY SHARES AND FOREIGN EXCHANGE

REMITTANCES FROM INDIA................................................................................................................ 30

RESTRICTION OF FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................. 32

TAXATION ............................................................................................................................................... 33

PLAN OF DISTRIBUTION ....................................................................................................................... 40

LEGAL MATTERS ................................................................................................................................... 43

OUR AUDITORS ...................................................................................................................................... 44

INDEX OF DEFINED TERMS ................................................................................................................. 45

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NOTE TO INVESTORS

The Equity Shares are being offered through the BRLMs. Our Company expects that the Equity Shares

will be credited to investors' "dematerialized" ("demat"), or book-entry accounts maintained with their

depository participants in India after its board or committee meeting to approve the final allotment, which

is expected to occur on or about March 29, 2016. The crediting of the Equity Shares in book-entry form will be made only after payment for such Equity Shares has been received. Our Company in consultation with the Investor Selling Shareholders and the BRLMs, reserves the right not to proceed with the Offer

after the Bid/Offer Opening Date but before the Allotment. In such an event, our Company would issue a

public notice in the newspapers in which the pre-Offer advertisements were published, within two days of

the Bid/Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not

proceeding with the Offer. The Registrar to the Offer, shall notify the SCSBs to unblock the bank

accounts of the ASBA Bidders within one Working Day from the date of receipt of such notification. Our

Company shall also inform the same to the Stock Exchanges on which Equity Shares are proposed to be

listed.

In making an investment decision, investors must rely on their own examination of the Company

and the terms of this Offer, including the merits and risks involved. The Equity Shares have not

been approved, disapproved or recommended by the U.S. Securities and Exchange Commission,

any state securities commission in the United States, the Securities and Exchange Board of India or the securities commission of any other jurisdiction or any other regulatory authority. None of these

authorities have passed on or endorsed the merits of this Offer or the accuracy or adequacy of this

Preliminary Offering Memorandum. Any representation to the contrary is a criminal offence in the

United States and may be a criminal offence in other jurisdictions.

This Preliminary Offering Memorandum in based on information provided by our Company and on

information obtained from other sources. The BRLMs, on behalf of our Company, are delivering this

Preliminary Offering Memorandum on a confidential basis to (i) "qualified institutional buyers" as

defined in Rule 144A of the U.S. Securities Act and (ii) institutional investors outside of the United States

and India solely for their use in deciding whether or not to proceed with a further investigation of the

terms of the U.S. Offer and the Global Offer, as the case may be. This Preliminary Offering

Memorandum does not purport to be all-inclusive or to necessarily contain all the information that an

investor may desire in investigating our Company, or necessary to make an informed investment decision

regarding the U.S. Offer or the Global Offer.

This Preliminary Offering Memorandum is personal to the offeree to whom it has been delivered

and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire the Equity Shares. Receipt and acceptance of this Preliminary Offering

Memorandum shall constitute the agreement of the recipient (1) to maintain the confidentiality of the

information contained in this Preliminary Offering Memorandum and any other information that may be

subsequently provided by our Company, the BRLMs or any of their respective representatives, either

orally or in writing, (2) that any reproduction or distribution of this Preliminary Offering Memorandum or

of any other information that our Company, the BRLMs or any of their respective representatives may

subsequently provide, in whole or in part, or any disclosure of any of the contents hereof or thereof to any

other person other than authorized representatives, agents and advisors of the recipient hereof, or any use

of such materials for any purpose other than to evaluate participation in the U.S. Offer or the Global

Offer, is strictly prohibited, and (3) if such investor determines not to proceed with the investigation of, or

participation in, the U.S. Offer or the Global Offer, or if either issue is terminated, to return to the

BRLMs, this Preliminary Offering Memorandum and any other information that our Company, the BRLMs or any of their respective representatives may subsequently provide to the recipient. This

Preliminary Offering Memorandum has been prepared for informational purposes relating to the U.S.

Offer and the Global Offer only and upon the express understanding that it and the attached Red Herring

Prospectus will be used only for the purpose set forth above.

None of the BRLMs or any member, employee, counsel, officer, director, representative, agent or affiliate

of the BRLMs makes any express or implied representation or warranty as to the accuracy or

completeness of the information contained in this Preliminary Offering Memorandum or made available

in connection with any further investigation of the terms of the U.S. Offer or the Global Offer. Each

BRLMs expressly disclaims any and all liability that may be based on such information, errors therein or

omissions therefrom. No person is authorized to give any information or to make any representation in

connection with the Offer or sale of the Equity Shares other than as contained in the Preliminary Offering

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Memorandum and, if given or made, you must not rely on such information as having been authorized by

our Company, the BRLMs or any affiliate or representative thereof. Neither the delivery of the

Preliminary Offering Memorandum nor the offer of the Equity Shares shall, under any circumstances,

constitute a representation or create any implication that there has been no change in the affairs of our

Company since the date of this Preliminary Offering Memorandum or that any information contained

herein is correct at any time subsequent to the date hereof.

The distribution of this Preliminary Offering Memorandum and the offer and sale of the Equity

Shares may be restricted by law in certain jurisdictions. Persons into whose possession the

Preliminary Offering Memorandum or any of the Equity Shares comes must inform themselves

about, and observe, any applicable restrictions. For further information, please see the sections

entitled "Distribution and Solicitation Restrictions" and "Purchaser Representations and Transfer

Restrictions" of this Preliminary Offering Memorandum.

This Preliminary Offering Memorandum does not constitute an offer to sell or a solicitation of an

offer to buy any of the Equity Shares to any person in any jurisdiction where it is unlawful to make

such an offer or solicitation. This Preliminary Offering Memorandum shall not be distributed or

circulated in India.

Investors that Bid in this Offer will be required to confirm and will be deemed to have represented

to our Company, the BRLMs and their respective directors, officers, agents, affiliates and

representatives that they are eligible under all applicable laws, rules, regulations, guidelines and

approvals to acquire Equity Shares of our Company and will not offer, sell, pledge or transfer the

Equity Shares of our Company to any person who is not eligible under applicable laws, rules,

regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the

BRLMs and their respective directors, officers, agents, affiliates and representatives accept no

responsibility or liability for advising any investor on whether such investor is eligible to acquire

Equity Shares of our Company.

Investors should not construe the contents of the Preliminary Offering Memorandum as legal, tax

or investment advice. Each investor should consult its own counsel, business advisor and tax

advisor as to the legal, business, tax and related matters concerning the U.S. Offer or the Global Offer, as the case may be. In addition, neither our Company nor the BRLMs are making any

representation to any offeree or purchaser of the Equity Shares regarding the legality of an

investment in the Equity Shares by such offeree or purchaser under applicable legal investment or

similar laws or regulations.

The BRLMs and the Syndicate members shall not be entitled to purchase in this Offer in any manner

except towards fulfilling their underwriting obligations. Associates and affiliates of the BRLMs and the

Syndicate members may subscribe to or acquire Equity Shares in the Offer, including in the net QIB

Portion or Non-Institutional Portion as may be applicable to such Bidder, where the allocation is on a

proportionate basis. Such bidding and subscription may be on their own account or on behalf of their

clients.

The BRLMs and any persons related to the BRLMs (other than Mutual Funds sponsored by entities

related to the BRLMs) or our Promoters and the Promoter Group cannot apply in the Offer under the

Anchor Investor Portion. All categories of investors, including associates and affiliates of BRLMs and

Syndicate members, shall be treated equally for the purpose of allocation to be made on a proportionate

basis.

Except, for the sale of Equity Shares in the Offer, our Promoters and members of the Promoter Group will

not participate in the Offer.

In accordance with the existing regulations in India, OCBs are not permitted to participate in the Offer.

This Preliminary Offering Memorandum contains summaries of certain terms of certain documents and

all such summaries are qualified in their entirety by reference to the actual documents.

Notwithstanding anything expressed or implied to the contrary, each investor and prospective

investor in the Equity Shares, and each of their employees, representatives and agents, are

expressly authorized to disclose to any and all persons, without limitations of any kind, the tax

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treatment and any facts that may be relevant to the tax structure of the transactions contemplated

by this Preliminary Offering Memorandum and the agreements referred to herein, provided,

however, that no investor or prospective investor (and no employee, representative or other agent

thereof) shall disclose any other information that is not relevant to understanding that tax

treatment and tax structure of such transactions (including the identity of any party and any

information that could lead another to determine the identity of any party) or any other

information to the extent that such disclosure could reasonably result in a violation of any U.S.

federal or state securities law.

The information on our Company's website or on the website of any of the BRLMs is not part of this

Preliminary Offering Memorandum.

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OFFSHORE DERIVATIVE INSTRUMENTS

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in

terms of Regulation 22 of the Securities and Exchange Board of India (Foreign Portfolio Investors)

Regulations, 2014, as amended (the "SEBI FPI Regulations"), a Foreign Portfolio Investor ("FPI"),

other than Category III FPI and unregulated broad based funds, which are classified as Category II foreign portfolio investor by virtue of their investment manager being appropriately regulated, may issue

or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as any

instrument, by whatever name called, which is issued overseas by a FPI against securities held by it that

are listed or proposed to be listed on any recognised stock exchange in India, as its underlying) (all such

offshore derivative instruments referred to herein as "P-Notes"), directly or indirectly, only in the event

(i) such P-Notes are issued only to persons who are regulated by an appropriate regulatory authority; and

(ii) such P-Notes are issued after compliance with 'know your client' norms. An FPI is also required to

ensure that no further issue or transfer of any offshore derivative instrument is made by or on behalf of it

to any persons that are not regulated by an appropriate foreign regulatory authority. All such P-Notes

issued under the Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,

1995, as amended, by foreign institutional investors registered with SEBI (the "FIIs") shall be deemed to

have been issued under the corresponding provision of the SEBI FPI Regulations.

Prospective investors interested in purchasing any P-Notes have the responsibility to obtain adequate disclosure as to the issuer(s) of any P-Notes and the terms and conditions of any such P-Notes from the

issuer(s) of such P-Notes. Neither SEBI nor any other regulatory authority has reviewed or approved any

P-Notes or any disclosure related thereto. Prospective investors are urged to consult with their own

financial, legal and tax advisers regarding any contemplated investment in P-Notes, including whether P-

Notes are issued in compliance with applicable laws and regulations, including without limitation, Indian

laws, rules, regulations and guidelines applicable to P-Notes.

P-Notes have not been and are not being offered or sold in the Offer. None of our Company, the Selling

Shareholders, the BRLMs or any of their respective affiliates make any recommendation as to any

investment in P-Notes and do not accept any responsibility whatsoever in connection with any P-Notes.

Any P-Notes that may be issued are not securities of our Company, the Selling Shareholders or the BRLMs and do not constitute any obligations of, claim on, or interests in our Company or the Selling

Shareholders. None of our Company nor the Selling Shareholders or BRLMs has participated in any offer

of any P-Notes, or in the establishment of the terms of any P-Notes, or in the preparation of any

disclosure related to any P-Notes. Any P-Notes that may be offered are issued by, and are the sole

obligations of, third parties that are unrelated to our Company or the Selling Shareholders.

In addition, associates and affiliates of the BRLMs may or may not issue P-Notes against Equity Shares

allocated to them in the Offer. Such associates and affiliates of the BRLMs may receive commissions and

other fees in connection with the issuance, offer and sale of P-Notes. This Preliminary Offering

Memorandum does not contain, and the Offering Memorandum will not contain, any information

concerning any P-Notes or the issuer(s) of any P-Notes, including, without limitation, any information

regarding any risk factors relating thereto.

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NOTICE TO INVESTORS IN THE UNITED STATES

The Equity Shares have not been recommended by any U.S. federal or state securities commission or

regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or

determined the adequacy of this Preliminary Offering Memorandum. Any representation to the contrary is

a criminal offence in the United States.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or under the

securities laws of any state or other jurisdiction of the United States. The Equity Shares are being offered

and sold (i) outside the United States in offshore transactions in reliance on Regulation S and (ii) to

institutions in the United States that are "qualified institutional buyers" as defined in Rule 144A.

Prospective purchasers in the United States are hereby notified that the sellers of Equity Shares offered

hereby may be relying on the exemption from the registration requirements under Section 5 of the U.S.

Securities Act provided by Rule 144A. The Equity Shares are transferable only in accordance with the

restrictions described in the section entitled "Purchaser Representations and Transfer Restrictions" of

this Preliminary Offering Memorandum. Purchasers in the U.S. Offer will be required to make the

applicable representations set forth in the section entitled "Purchaser Representations and Transfer

Restrictions" of this Preliminary Offering Memorandum.

This Preliminary Offering Memorandum is being furnished on a confidential basis solely for the purpose

of enabling a prospective investor to consider subscribing for the particular securities described herein.

The information contained in this Preliminary Offering Memorandum has been provided by our Company

and other sources identified herein. Distribution of this Preliminary Offering Memorandum to any person

other than the offeree specified by the BRLMs or their representatives, and those persons, if any, retained

to advise such offeree with respect thereto, is unauthorized, and any disclosure of its contents, without

prior written consent of our Company, is prohibited. Any reproduction or distribution of this Preliminary

Offering Memorandum in the United States, in whole or in part, and any disclosure of its contents to any

other person is prohibited.

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NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA

This Preliminary Offering Memorandum is only addressed to and directed at persons in member states of

the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(1)(e)

of the Prospectus Directive (Directive 2003/71/EC as amended, including by Directive 2010/73/EC)

("Qualified Investors"). In addition, in the United Kingdom, this Preliminary Offering Memorandum is addressed to and directed only at, Qualified Investors who (i) are persons who have professional

experience in matters relating to investments falling within Article 19(5) of the Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FP Order"), (ii) are persons who

are high net worth entities falling within Article 49(2)(a) to (d) of the FP Order, or (iii) are other persons

to whom they may otherwise lawfully be communicated (all such persons together being referred to as

"Relevant Persons"). This Preliminary Offering Memorandum must not be acted on or relied on (i) in the

United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA other

than the United Kingdom, by persons who are not Qualified Investors. Any investment or investment

activity to which this Preliminary Offering Memorandum relates is available only to Relevant Persons in

the United Kingdom and Qualified Investors in any member state of the EEA other than the United

Kingdom, and will be engaged in only with such persons.

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AVAILABLE INFORMATION

Our Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of

1934, as amended (the "U.S. Securities Exchange Act"). In order to permit compliance with Rule 144A

under the U.S. Securities Act in connection with resales of the Equity Shares, our Company agrees to

furnish upon request of a holder of its Equity Shares, or any prospective purchaser designated by such holder, the information required to be delivered under Rule 144A(d)(4) of the U.S. Securities Act if at the

time of such request our Company is not a reporting company under Section 13 or Section 15(d) of the

U.S. Securities Exchange Act or is not exempt from reporting pursuant to Rule 12g3-2(b) thereunder.

Our Company agrees to comply with any undertakings given by it from time to time in connection with

the Equity Shares to the Stock Exchanges and, without prejudice to the generality of foregoing, shall

furnish to each such Stock Exchange all such information as the rules of such Stock Exchange may

require in connection with the listing of the Equity Shares on such Stock Exchange.

Any information about our Company available on any website of the SEBI, our Company or the

BRLMs, other than this Preliminary Offering Memorandum or the Red Herring Prospectus, shall not constitute a part of the Preliminary Offering Memorandum.

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FORWARD LOOKING STATEMENTS

This Preliminary Offering Memorandum contains certain "forward-looking statements". These forward-

looking statements generally can be identified by words or phrases such as "aim", "anticipate", "believe",

"expect", "estimate", "intend", "objective", "plan", "project", "will", "will continue", "will pursue" or

other words or phrases of similar import. Similarly, statements that describe our Company's strategies, objectives, plans or goals are also forward-looking statements.

All forward-looking statements are subject to risks, uncertainties and assumptions about us that could

cause actual results to differ materially from those contemplated by the relevant forward-looking

statement.

Actual results may differ materially from those suggested by the forward-looking statements due to risks

or uncertainties associated with the expectations with respect to, but not limited to, regulatory changes

pertaining to the industry in which our Company has businesses and its ability to respond to them, its

ability to successfully implement its strategy, its growth and expansion, technological changes, its

exposure to market risks, general economic and political conditions in India and globally which have an impact on its business activities or investments, the monetary and fiscal policies of India, inflation,

deflation, unanticipated turbulence in interest rates, foreign exchange rates, equity prices or other rates or

prices, the performance of the financial markets in India and globally, changes in laws, regulations and

taxes and changes in competition in its industry. Important factors that could cause actual results to differ

materially from our Company's expectations include, but are not limited to, the following:

reported net losses by our Company and some Subsidiaries in the recent fiscal periods and their inability to achieve or sustain profitability in the future;

recurrence of incidents of fraud committed by employees and officers of our Subsidiaries;

unpredictability and variability of our results of operations year after year;

inability to maintain or successfully expand our HCG network and our Milann network or closing down of any of our existing centres;

inability to successfully execute our growth strategy;

outcome of the legal proceedings pending against our Promoters;

resignation of our specialist physicians or our inability to attract or retain such specialist physicians;

adverse economic, regulatory or other developments within Bengaluru, which may materially and adversely affect our centre of excellence in Bengaluru;

failure to receive payments on time from our payers; and

changes in government policies that relate to patients covered by government schemes.

For further discussion of factors that could cause actual future outcomes to differ from those

contemplated, see in particular the sections entitled "Risk Factors", "Our Business" and "Management's

Discussion and Analysis of Financial Condition and Results of Operations" of the attached Red Herring

Prospectus and "Additional Risk Factors for International Investors" of this Preliminary Offering

Memorandum. By their nature, certain market risk disclosures are only estimates and could be materially

different from what actually occurs in the future. As a result, actual gains or losses could materially differ

from those that have been estimated.

We cannot assure investors that the expectations reflected in these forward-looking statements will prove

to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such

forward-looking statements and not to regard such statements as a guarantee of future performance.

Forward-looking statements reflect the current views of our Company as of the date of this Preliminary

Offering Memorandum and are not a guarantee of future performance. These statements are based on the

management's beliefs and assumptions, which in turn are based on currently available information.

Although we believe the assumptions upon which these forward-looking statements are based are

reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements

based on these assumptions could be incorrect. Neither our Company, our Directors, the Investor Selling

Shareholders, Other Selling Shareholders, the BRLMs nor any of their respective affiliates have any

obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come

to fruition. In accordance with SEBI requirements, our Company and the BRLMs will ensure that

investors in India are informed of material developments until the time of the grant of listing and trading

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permission by the Stock Exchanges. The Investor Selling Shareholders and Other Selling Shareholders

severally and not jointly will ensure that investors are informed of material developments in relation to

statements and undertakings made by the Selling Shareholders in the attached Red Herring Prospectus

and the Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges.

Further, in accordance with Regulation 51A of the SEBI ICDR Regulations, our Company may be

required to undertake an annual updation of the disclosures made in the attached Red Herring Prospectus

and make it publicly available in the manner specified by SEBI.

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ENFORCEMENT OF CIVIL LIABILITIES

Our Company is a public limited company incorporated under the laws of India. Most of the Directors of

our Company (the "Directors") and the key managerial personnel, named herein, unless otherwise

specified, are residents of India and a substantial portion of assets of our Company and such persons are

located in India. As a result, it may be difficult for investors to effect service of process upon our Company or such persons outside India or to enforce judgments obtained against such parties outside

India.

India is not a party to any international treaty in relation to the recognition or enforcement of foreign

judgments. However, recognition and enforcement of foreign judgments is provided for under Sections

13, 14 and 44A of the CPC.

Section 13 of the CPC provides that a foreign judgment shall be conclusive regarding any matter directly

adjudicated upon except (i) where the judgment has not been pronounced by a court of competent

jurisdiction, (ii) where the judgment has not been given on the merits of the case, (iii) where it appears on

the face of the proceedings that the judgment is founded on an incorrect view of international law or a refusal to recognise the law of India in cases in which such law is applicable, (iv) where the proceedings

in which the judgment was obtained were opposed to natural justice, (v) where the judgment has been

obtained by fraud, or (vi) where the judgment sustains a claim founded on a breach of any law in force in

India. A foreign judgment which is conclusive under Section 13 of the CPC may be enforced either by a

fresh suit upon the judgment or by proceedings in execution. The suit must be brought in India within

three years from the date of the judgment by a court in the United States in the same manner as any other

suit filed to enforce a civil liability in India. It is unlikely that a court in India would award damages on

the same basis as a foreign court if an action were brought in India. Furthermore, it is unlikely that an

Indian court would enforce foreign judgments if it viewed the amount of damages awarded as excessive

or inconsistent with Indian practice. A party seeking to enforce a foreign judgment in India may be

required to obtain prior approval from the RBI under the Foreign Exchange Management Act to execute

such a judgment or to repatriate any amount recovered. Any judgment in a foreign currency would be

converted into rupees on the date of judgment and not on the date of payment.

Under Section 14 of the CPC, an Indian court shall, on production of any document purporting to be a certified copy of a foreign judgment, presume that the judgment was pronounced by a court of competent

jurisdiction unless the contrary appears on the record; such presumption may be displaced by proving

want of jurisdiction.

Section 44A of the CPC provides that where a foreign judgment has been rendered by a superior court,

within the meaning of such section, in any country or territory outside India which the Government of

India has by notification declared to be a reciprocating territory, it may be enforced in India by

proceedings in execution as if the judgment had been rendered by the relevant court in India. However,

Section 44A of the CPC is applicable only to monetary decrees not being in the nature of any amounts

payable in respect of taxes or other charges of a like nature or in respect of a fine or other penalties and

does not apply to arbitration awards.

The United Kingdom, Singapore and Hong Kong among other jurisdictions have been declared by the

Government to be reciprocating territories for the purposes of Section 44A of the CPC but the United

States has not been so declared. A judgment of a court in a jurisdiction which is not a reciprocating

territory may be enforced only by a fresh suit upon the judgment and not by proceedings in execution.

The suit must be brought in India within three years from the date of the judgment in the same manner as

any other suit filed to enforce a civil liability in India. It is unlikely that a court in India would award

damages on the same basis as a foreign court if an action is brought in India. Furthermore, it is unlikely

that an Indian court would enforce foreign judgments if it viewed the amount of damages awarded as

excessive or inconsistent with public policy. Further, any judgment or award in a foreign currency would

be converted into Indian Rupees on the date of such judgment or award and not on the date of payment

which could also increase risks relating to foreign exchange. A party seeking to enforce a foreign

judgment in India is required to obtain approval from the RBI to repatriate outside India any amount

recovered. Any such amount may be subject to income tax in accordance with applicable laws.

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THE OFFER

The following table summarises the Offer details:

Equity Shares Offered

Offer of Equity Shares Up to 29,800,000 Equity Shares, aggregating up to ₹[●]

million

of which

Fresh Issue(1) Up to 11,600,000 Equity Shares, aggregating up to ₹[●]

million

Offer for Sale(2) Up to 18,200,000 Equity Shares, aggregating up to ₹[●]

million

A) QIB portion*(3)(4) At least 22,350,000 Equity Shares

of which:

Anchor Investor Portion* Up to 13,410,000 Equity Shares

Balance available for allocation to QIBs other than

Anchor Investors (assuming Anchor Investor

Portion is fully subscribed)*

8,940,000 Equity Shares

of which:

Available for allocation to Mutual Funds only (5%

of the QIB Portion excluding the Anchor Investor

Portion)*

447,000 Equity Shares

B) Non-Institutional Portion* Not more than 4,470,000 Equity Shares

C) Retail Portion* Not more than 2,980,000 Equity Shares

Pre and post Offer Equity Shares

Equity Shares outstanding prior to the Offer 73,475,986 Equity Shares

Equity Shares outstanding after the Offer* 85,075,986 Equity Shares

Use of Net Proceeds See the section entitled "Objects of the Offer" of the

attached Red Herring Prospectus for information about the use of the proceeds from the Fresh Issue. Our

Company will not receive any proceeds from the Offer

for Sale. *Assuming full subscription in the Offer

Allocation to all categories, except the Anchor Investor Portion and the Retail Portion, if any, shall be

made on a proportionate basis. For further details, see the section entitled "Offer Procedure - Basis of

Allotment" of the attached Red Herring Prospectus.

(1) The Fresh Issue has been authorized by a resolution of our Board of Directors dated May 29, 2015 and a resolution of our Shareholders in their EGM dated June 15, 2015

(2) The Offer for Sale has been authorised by the Selling Shareholders as follows:

Selling Shareholder Number of Equity Shares offered

in the Offer for Sale

Date of consent/authorisation

AOPL 579,948 April 10, 2015

Dr. BS Ajai Kumar 183,260 June 15, 2015

Dr. G Kilara 30,000 May 14, 2015

Dr. K Harish jointly with Shubha Harish 5,594 May 14, 2015

Dr. Nalini Kilara 5,000 May 14, 2015

Shubha Harish jointly with Dr. K Harish 11,804 May 14, 2015

Ganga Ramaiah 15,000 May 29, 2015

Gangadhara Ganapati 600,000 June 16, 2015

MAT of which Shachindra Nath is the

trustee

334,327 June 9, 2015

MPEF through its scheme India Build-

Out Fund-I, of which IL&FS Trust Company Limited is a Trustee

9,520,067 June 9, 2015

PIOF 3,450,000 July 8, 2015

Rajesh Ramaiah 15,000 May 29, 2015

V-Sciences 3,450,000 July 16, 2015

The Equity Shares being offered by the Other Selling Shareholders in the Offer, have been held by them for a period of at

least one year prior to the filing of the Draft Red Herring Prospectus with SEBI and are eligible for being offered for

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sale in the Offer. The Investor Selling Shareholders, severally and not jointly, specifically confirm that the proportion of

the Equity Shares offered by each of the Investor Selling Shareholders by way of the Offer for Sale in the Offer, have been held by such Investor Selling Shareholder for a period of at least one year prior to the filing of the Draft Red

Herring Prospectus with SEBI and are eligible for being offered for sale in the Offer.

(3) Our Company may, in consultation with the Investor Selling Shareholders and the BRLMs allocate up to 60% of the QIB

Portion to Anchor Investors on a discretionary basis. One-third of the Anchor Investor Portion shall be reserved for

domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which

allocation is being done to other Anchor Investors. In the event of under-subscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. 5% of the QIB Portion (excluding Anchor Investor Portion)

shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid

Bids being received at or above the Offer Price. However, if the aggregate demand from Mutual Funds is less than

447,000 Equity Shares, the balance Equity Shares available for allotment in the Mutual Fund Portion will be added to

the QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their

Bids. For details, see the section entitled "Offer Procedure" of the attached Red Herring Prospectus. Allocation to all categories shall be made in accordance with SEBI ICDR Regulations.

(4) Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category except the

QIB Portion, would be allowed to be met with spill over from any other category or combination of categories at the

discretion of our Company in consultation with the Investor Selling Shareholders and the BRLMs and the Designated Stock Exchange.

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ADDITIONAL RISK FACTORS FOR INTERNATIONAL INVESTORS

In addition to the factors set forth in the "Risk Factors" section of the attached Red Herring Prospectus,

prospective investors are urged to consider the following additional risk factors prior to purchasing any

of the Equity Shares. If any of the following risks actually occur, our business, financial condition,

prospects and results of operations could be seriously harmed, the market price of the Equity Shares could decline and investors may lose all or part of their investment in the Equity Shares. Please note that

the risk factors described below do not constitute a comprehensive and exhaustive list of all the risk

factors that may be associated with investment in an Indian company, but are merely meant to give an

indication of the risks that may arise in relation to an investment by a foreign investor in the equity

shares of an Indian company.

Risks Related to Investments in Indian Companies

The Company is incorporated in India, and most of its assets and employees are located in India.

Consequently, our financial performance and the market price of the Equity Shares will be affected by

changes in exchange rates and controls, interest rates, policies of the Government including taxation policies, as well as political, social and economic developments affecting India.

Currency exchange rate fluctuations may affect the value of the Equity Shares.

The exchange rate between the Indian Rupee and other foreign currencies, including the U.S. Dollar, the

British Pound, the United Arab Emirates Dirham, the Euro, the Singapore Dollar, the Australian Dollar,

the Swiss Franc, the Mauritian Rupee, the Kuwaiti Dinar, the South Korean Won, the Cayman Islands

Dollar, the Canadian Dollar and the Hong Kong Dollar, has changed substantially in recent years and may

fluctuate substantially in the future. Fluctuations in the exchange rates may affect the value of your

investment in the Equity Shares. Specifically, if there is a change in the relative value of the Indian Rupee

to a foreign currency, each of the following values will also be affected:

the foreign currency equivalent of the Indian Rupee trading price of the Equity Shares in India;

the foreign currency equivalent of the proceeds that you would receive upon the sale in India of any of the Equity Shares; and

the foreign currency equivalent of cash dividends, if any, on the Equity Shares, which will be paid only in Indian Rupees.

You may be unable to convert Indian Rupee proceeds into a foreign currency of your choice or the rate at

which any such conversion could occur could fluctuate. In addition, our market valuation could be

seriously harmed by the devaluation of the Indian Rupee, if investors in jurisdictions outside India

analyze our value based on the relevant foreign currency equivalent of our financial condition and results

of operations.

Risks Related to the Equity Shares and the Trading Market

There is no public market for the Equity Shares outside India.

After this Offer, there will be no public market for the Equity Shares in the United States or any country

other than India. Our outstanding Equity Shares may be sold in the United States only pursuant to a

registration statement under the U.S. Securities Act or an exemption from the registration requirements of

the U.S. Securities Act. This may also affect the liquidity of the Equity Shares and restrict your ability to

sell them.

You may be restricted in your ability to exercise pre-emptive rights under Indian law and thereby may

suffer future dilution of your ownership position.

Under the Companies Act, a company incorporated in India must offer holders of its equity shares pre-

emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing

ownership percentages before the issuance of any new equity shares, unless the pre-emptive rights have

been waived by adoption of a special resolution by holders of three-fourths of the equity shares who have

voted on the resolution.

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However, if the law of the jurisdiction that you are in does not permit the exercise of such preemptive

rights without our filing an offering document or registration statement with the applicable authority in

such jurisdiction, you will be unable to exercise such pre-emptive rights, unless we make such a filing. To

the extent that you are unable to exercise pre-emptive rights granted in respect of the Equity Shares, your

proportional interests in our Company may be reduced.

Your ability to acquire and sell the Equity Shares is restricted by the distribution and transfer

restrictions set forth in this Preliminary Offering Memorandum.

No actions have been taken to permit a public offering of the Equity Shares in any jurisdiction except

India. As such, the Equity Shares have not and will not be registered under the U.S. Securities Act, any

state securities laws or the law of any jurisdiction other than India. Furthermore, the Equity Shares are

subject to restrictions on transferability and resale. You are required to inform yourself about and observe

these restrictions. See the sections entitled "Distribution and Solicitation Restrictions" and "Purchase

Representations and Transfer Restrictions" of this Preliminary Offering Memorandum. Our Company,

our representatives and our agents will not be obligated to recognize any acquisition, transfer or resale of

the Equity Shares made other than in compliance with the restrictions set forth in this Preliminary

Offering Memorandum.

Also, under the foreign exchange regulations currently in force in India, transfers of shares between non-

residents and residents are permitted (subject to certain exceptions) if they comply with, among other

things, the pricing guidelines and reporting requirements specified by the RBI. If the transfer of shares

does not comply with such pricing guidelines or reporting requirements, or falls under any of the

exceptions referred to above, then prior approval of the RBI will be required. If any approval is required

under the applicable foreign exchange regulations, our Company, the Selling Shareholders or the BRLMs

cannot guarantee that such approval will be obtained on terms favourable to a non-resident investor in a

timely manner or at all. Due to possible delays in obtaining the requisite approvals, investors in the Equity

Shares may be prevented from realizing gains during periods of price increases or limiting losses during

periods of price declines. Our Company, our representatives and our agents will not be obligated to

recognize any acquisition, transfer or resale of the Equity Shares made other than in compliance with the

restrictions set forth herein.

Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India into

foreign currency and repatriate any such foreign currency from India will require a no objection or a tax

clearance certificate from the Indian income tax authority. We cannot assure you that any required

approval from the RBI or any other Government agency can be obtained on any particular terms or at all.

Risks Related to Taxation

We may be classified as a passive foreign investment company, which could result in materially

adverse U.S. tax consequences for U.S. investors that own Equity Shares.

We do not expect to be classified as a passive foreign investment company ("PFIC") for U.S. federal

income tax purposes. However, PFIC status depends on facts that generally are not determinable until

after the close of the taxable year. U.S. investors in our Equity Shares may be subject to materially

adverse U.S. federal income tax consequences if we were classified as a PFIC. U.S. investors should

consult their own tax advisers regarding our PFIC status, the tax considerations relevant to an investment

in a PFIC and any U.S. federal elections that may be available. For additional details, see the section

entitled "Taxation—Certain U.S. Federal Income Tax Considerations" of this Preliminary Offering

Memorandum.

Certain payments on Equity Shares may be subject to U.S. withholding tax under FATCA

The United States has enacted rules, commonly referred to as "FATCA," that generally impose a new

reporting and withholding regime with respect to certain payments made after December 31, 2018 by

entities that are classified as financial institutions under FATCA. The United States is entering into an

intergovernmental agreement regarding the implementation of FATCA with India (the "IGA"). Under the

IGA that is expected to be entered into, we do not expect payments made on or with respect to the Equity

Shares to be subject to withholding under FATCA. However, because the IGA has not yet been finalized

and significant aspects of when and how FATCA will apply remain unclear, no assurance can be given

that withholding under FATCA will not become relevant with respect to payments made on or with

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respect to the Equity Shares in the future. Prospective investors should consult their own tax advisors

regarding the potential impact of FATCA.

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EXCHANGE RATE INFORMATION

Fluctuations in the exchange rate between the Rupee and the U.S. Dollar will affect the U.S. Dollar

equivalent of the Rupee price of the Equity Shares on the Stock Exchanges. These fluctuations will also

affect the conversion into U.S. Dollars of any cash dividends paid in Rupees on the Equity Shares.

The following table sets forth, for the periods indicated, information concerning the exchange rates

between Rupees and one U.S. Dollar based on the RBI reference rate published by the Reserve Bank of

India:

Year ended 31 March End Average* Maximum Minimum

2012 ............................................................................. 51.16 47.95 54.24 43.95

2013 ............................................................................. 54.39 54.45 57.22 50.56

2014 ............................................................................. 60.10 60.50 68.36 53.74

2015 ............................................................................. 62.59 61.15 63.75 58.43

April 1, 2015 to February 29, 2016 ................................ 68.62 65.32 68.78 62.16

Quarter ended End Average* Maximum Minimum

December 31, 2015 ....................................................... 66.33 65.93 67.04 64.73

September 30, 2015....................................................... 65.74 64.91 66.74 63.37

June 30, 2015................................................................ 63.75 63.50 64.20 62.15

March 31, 2015 ............................................................. 62.59 62.25 63.45 61.41

The RBI reference rate on March 4, 2016 was ₹67.27 per US$1.00.

Source: www.rbi.org.in

* Represents the average of the official rate for each working day of the relevant period.

http://www.rbi.org.in/

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THE SECURITIES MARKET OF INDIA

The information in this section has been extracted from publicly available documents from various

sources, including officially prepared materials from SEBI, BSE and NSE and has not been independently

verified by our Company, the Selling Shareholders, the BRLMs or their respective affiliates or advisers.

Stock Exchange Regulation

India's stock exchanges are regulated primarily by SEBI, as well as by the Government of India acting

through the Ministry of Finance, Capital Market Division, under the Securities Contracts (Regulation) Act

1956, as amended (the "SCRA") and the Securities Contracts (Regulation) Rules, 1957, as amended (the

"SCRR"). The SCRR along with the rules, bye-laws and regulations of the respective stock exchanges,

regulate the recognition of stock exchanges, the qualifications for membership thereof and the manner in

which contracts are entered into and enforced between members.

The Securities and Exchange Board of India Act, 1992 (the "SEBI Act") granted powers to SEBI to

regulate the Indian securities markets, including stock exchanges and other intermediaries in the capital

markets, to promote and monitor self-regulatory organisations, to prohibit fraudulent and unfair trade

practices and insider trading and to regulate substantial acquisitions of shares and takeovers of companies.

SEBI has also issued regulations and guidelines concerning minimum disclosure requirements by public

companies, rules and regulations concerning investor protection, insider trading, substantial acquisition of

shares and takeovers of companies, buyback of securities, delisting of securities, employee stock option

schemes, stockbrokers, merchant bankers, underwriters, mutual funds, FIIs, credit rating agencies and

other capital market participants. For details in relation to the procedure involved under the Issue, see the

section entitled "Issue Procedure" of the attached Red Herring Prospectus.

Listing

The listing of securities on a recognised Indian stock exchange is regulated by the Companies Act, the

SCRA, the SCRR, the SEBI Act and various regulations and guidelines issued by the SEBI and the listing

agreement of the respective stock exchanges, under which the governing body of each stock exchange is

empowered to suspend trading of or dealing in a listed security for breach of the Company's obligations

under such agreement, subject to the company receiving prior notice of such intent of the stock exchange

and upon granting a hearing in the matter.

All listed companies are required to ensure that their minimum level of public shareholding remains at or

above 25%. A public company seeking to get a particular class or kind of securities listed shall offer and

allot to the public (i) at least 25% of such class or kind of securities issued by the company, if the post

issue capital is less than or equal to ₹1,600,00,00,000, (ii) at least such percentage of such class or kind of

securities issued by the company equivalent to ₹4,00,00,00,000, if the post issue capital of the company is more than ₹16,000,000,000 but less than or equal to ₹40,00,00,00,000 or (iii) at least 10% of such class or

kind of securities issued by the company, if the post issue capital of the company is above

₹40,00,00,00,000. In the case of (ii) and (iii) above, the public shareholding is required to be increased to

25% within a period of three years from the date of listing of the securities. Where the public

shareholding in a listed company falls below 25% at any time, such company shall bring the public

shareholding to 25% within a maximum period of 12 months from the date of such the public

shareholding having fallen below the 25% threshold. In this regard, SEBI has amended the listing

agreement and has provided several mechanisms to comply with this requirement.

The SEBI has also recently notified the Securities and Exchange Board of India (Listing Obligations and

Disclosure Requirement) Regulations 2015 (the "Listing Regulations") which will govern the obligations

which are currently prescribed under the Listing Agreement. The Listing Regulations have come into

force since December 1, 2015.

In order to restrict abnormal price volatility in any particular stock, the SEBI has instructed stock

exchanges to apply daily circuit breakers which do not allow transactions beyond a certain level of price