AATMAJ HEALTHCARE : Draft Offer Document filed with SEBI)

Prospectus

Date: June 13, 2023

Please read Section 26 & 32 of the Companies Act, 2013

Fixed Price Issue

(Scan this code to view Prospectus)

		AATMAJ HEALTHCARE LIMITED
		(CIN:U85100GJ2014PLC079062)
Registered Office	Corporate	Contact Person	Email and Telephone	Website
	Office
"Jupiter Hospital",		Mrs. Radhika Hissaria,	Email:	www.jupiterhospitalvadodara.com
Opp. ICAI Bhavan,	-	Company Secretary &	[e-mail]
Sunpharma Ataladra		Compliance Officer
Road, Vadodara-			Tel. No.: [phone]
390012, Gujarat, India
PROMOTERS OF OUR COMPANY: DR. TUSHAR SUVAGIYA, DR. SUBHASH PADMANI AND DR. RAVI APTE
		DETAILS OF THE ISSUE
Type	Fresh Issue Size	OFS Size	Total Issue Size	Eligibility
	(In ₹ Lakhs)	(By No. of Shares or by
		Amt. in ₹)
	64,00,000 Equity
Fresh Issue	Shares	Nil	₹ 3,840.00 Lakhs	This issue is being made in terms of
aggregating to	chapter IX of the SEBI (ICDR)
	₹ 3,840.00 Lakhs			Regulations, 2018 as amended.

DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDERS AND THEIR AVERAGE COST OF ACQUISITION - NOT APPLICABLE

AS THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES

RISK IN RELATION TO THE FIRST ISSUE

This being the first public offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 5/- each and the Issue Price is 12 times of the face value of the Equity Shares. The Issue Price (determined and justified by our Company in consultation with the Lead Manager as stated in "Basis for Issue Price" on page no. 109 of this Prospectus) 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 RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue 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 Prospectus. Specific attention of the investors is invited to "Risk Factors" on page no. 30 of this Prospectus.

ISSUER'S 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 Issue, which is material in the context of the Issue, 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.

LISTING

The Equity Shares offered through the Prospectus are proposed to be listed on the SME Platform of NSE i.e., NSE Emerge. Our Company has received 'in-principle' approval from the NSE for using its name in the issue document for the listing of the Equity Shares, pursuant to letter dated June 01, 2023. For the purpose of the Issue, the Designated Stock Exchange shall be NSE.

	LEAD MANAGER TO THE ISSUE
Name and Logo	Contact Person	Email and Telephone
		Email: [e-mail]
	Mr. Akshesh Dave	Tel. No.: [phone]
	M. No.: [phone]
Nirbhay Capital Services Private Limited
	REGISTRAR TO THE ISSUE
		Email:
	Shanti Gopalkrishnan	[e-mail]
Link Intime India Private Limited		Tel: [phone]
	ISSUE PROGRAMME
ISSUE OPENS ON		ISSUE CLOSES ON
Monday, June 19, 2023		Wednesday, June 21, 2023

Prospectus

Date: June 13, 2023

Please read Section 26 & 32 of the Companies Act, 2013

Fixed Price Issue

AATMAJ HEALTHCARE LIMITED

(CIN:U85100GJ2014PLC079062)

Our Company was originally incorporated under the name 'Aatmaj Healthcare Private Limited' under the provisions of the Companies Act, 1956 and Certificate of Incorporation was issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli on March 10, 2014. The status of the Company was changed to public limited and the name of our Company was changed to 'Aatmaj Healthcare Limited' vide Special Resolution passed by the Shareholders at the Extra Ordinary General Meeting of our Company held on November 16, 2022. The fresh certificate of incorporation consequent to conversion was issued on December 6, 2022 by the Registrar of Companies, Ahmedabad. The Corporate Identification Number of our Company is U85100GJ2014PLC079062. For further details on incorporation and registered office of our Company, see "History and Certain Corporate Matters" beginning on page no. 166 of this Prospectus.

Registered Office: "Jupiter Hospital", Opp. ICAI Bhavan, Sunpharma Ataladra Road, Vadodara-390012, Gujarat, India;

Tel. No.: [phone]; Email: [e-mail]; Website: www.jupiterhospitalvadodara.com;

Contact Person: Mrs. Radhika Hissaria, Company Secretary & Compliance Officer

PROMOTERS OF OUR COMPANY: DR. TUSHAR SUVAGIYA, DR. SUBHASH PADMANI & DR. RAVI APTE

THE ISSUE

INITIAL PUBLIC ISSUE OF 64,00,000 EQUITY SHARES OF FACE VALUE OF ₹ 5/- EACH ("EQUITY SHARES") OF AATMAJ HEALTHCARE LIMITED ("OUR COMPANY" OR "THE ISSUER COMPANY") FOR CASH AT A PRICE ₹60/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹55/-PER EQUITY SHARE) ("ISSUE PRICE") AGGREGATING TO ₹ 3,840.00 LAKHS ("THE ISSUE"), OF WHICH 3,21,000 EQUITY SHARES OF FACE VALUE OF ₹5/- EACH FOR A CASH PRICE OF ₹ 60/- PER EQUITY SHARE, AGGREGATING TO ₹ 192.60 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER ("MARKET MAKER RESERVATION PORTION"). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 60,79,000 EQUITY SHARES OF FACE VALUE OF ₹ 5/- EACH AT AN ISSUE PRICE OF ₹ 60/- PER EQUITY SHARE AGGREGATING TO ₹ 3,647.40 LAKHS (IS HEREINAFTER REFERRED TO AS THE "NET ISSUE"). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 28.32% AND 26.90%, RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO SECTION TITLED "TERMS OF THE ISSUE" BEGINNING ON PAGE NO. 309 OF THIS PROSPECTUS.

THE FACE VALUE OF THE EQUITY SHARES IS ₹ 5/- EACH AND THE ISSUE PRICE IS 12 TIMES OF THE FACE VALUE

In terms of Rule 19(2)(b)(i) of the SCRR this Issue is being made for at least 25% of the post-issuepaid-up Equity Share capital of our Company. This issue is being made through Fixed Price process in accordance and compliance with Chapter IX and other applicable provisions of SEBI ICDR Regulations wherein a minimum 50% of the Net Issue is allocated for Retail Individual Investors and the balance shall be offered to individual applicants other than Retail Individual Investors and other investors including corporate bodies or institutions, QIBs and Non-Institutional Investors. However, if the aggregate demand from the Retail Individual Investors is less than 50%, then the balance Equity Shares in that portion will be added to the non-retail portion offered to the remaining investors including QIBs and NIIs and vice-versa subject to valid applications being received from them at or above the Issue Price. Additionally, if the Retail Individual Investors category is entitled to more than 50% on proportionate basis, the Retail Individual Investors shall be allocated that higher percentage. All potential investors shall participate in the Issue only through an Application Supported by Blocked Amount ("ASBA") process including through UPI mode (as applicable) by providing details of the respective bank accounts and / or UPI IDs, in case of RIIs, if applicable, which will be blocked by the Self Certified Syndicate Banks ("SCSBs") for the same. For details in this regard, specific attention is invited to "Issue Procedure" beginning on page no. 321 of this Prospectus. A copy will be filed with the Registrar of Companies as required under Section 26 and Section 28 of the Companies Act, 2013.

RISK IN RELATION TO FIRST ISSUE

This being the first public offer of our Company, there has been no formal market for the securities of our Company. The face value of the Equity Shares of our Company is ₹ 5/- each and the Issue Price is 12 times of face value per Equity Share. The Issue Price (has been determined and justified by our Company inconsultation with the Lead Manager, as stated under chapter titled "Basis for Issue Price" beginning on page no. 109 of this Prospectus should not be taken to be indicativeof the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Sharesor regarding the price at which the Equity Shares will be traded after listing.

GENERAL RISKS

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the riskof losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision,investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not been recommendedor approved by the Securities and Exchange Board of India ("SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specificattention of the investors is invited to "Risk Factors" on page no. 30 of this Prospectus.

ISSUER'S 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 Issue, which is material in the context of the Issue, 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.

LISTING

The Equity Shares offered through the Prospectus are proposed to be listed on the SME Platform i.e., NSE Emerge of National Stock Exchange of India Limited ("NSE"). Our Company has received 'in-principle'approval from NSE for using its name in the issue document for the listing of the Equity Shares, pursuant to letter dated June 01, 2023. For the purpose ofthe Issue, the

Designated Stock Exchange shall be NSE.
LEAD MANAGER TO THE ISSUE	REGISTRAR TO THE ISSUE
Nirbhay Capital Services Private Limited	Link Intime India PrivateLimited
CIN: U67120GJ2006PTC047985	CIN: U67190MH1999PTC118368
Address: 201, Maruti Crystal, Opp. Rajpath Club, S.G. Highway, Bodakdev, Ahmedabad-	Address: C-101, 247 Park, 1st Floor, L.B.S. Marg,Vikhroli West, Mumbai - 400083,
380054, Gujarat, India.	Maharashtra, India.
Tel. No.: [phone], M. No.: [phone]	Tel: [phone]
Fax No.: N.A.	Fax No.: N.A.
Email: [e-mail]	Email: [e-mail]
Investor Grievance Email: [e-mail]	Investor grievance E-mail: [e-mail]
Website: www.nirbhaycapital.com	Website: www.linkintime.co.in
Contact Person: Mr. Akshesh Dave	Contact Person : Shanti Gopalkrishnan
SEBI Registration No.: INM000011393	SEBI Registration No. : INR000004058
ISSUE PROGRAMME
ISSUE OPENS ON	ISSUE CLOSES ON
Monday, June 19, 2023	Wednesday, June 21, 2023

TABLE OF CONTENTS
SECTION I - GENERAL	2
DEFINITIONS AND ABBREVIATIONS	2
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY PRESENTATION	19
FORWARD LOOKING STATEMENTS	21
SECTION II-OFFERDOCUMENT SUMMARY	23
SECTION III-RISKFACTORS	30
SECTION IV- INTRODUCTION	53
THE ISSUE	53
SUMMARY OF FINANCIAL INFORMATION	55
GENERAL INFORMATION	62
CAPITAL STRUCTURE	73
OBJECTS OF THE ISSUE	96
BASIS FOR ISSUE PRICE	109
STATEMENT OF TAX BENEFITS	112
SECTION V-ABOUTTHE COMPANY	115
INDUSTRY OVERVIEW	115
OUR BUSINESS	126
KEY INDUSTRY REGULATIONS AND POLICIES	154
HISTORY AND CERTAIN CORPORATE MATTERS	166
OUR MANAGEMENT	171
OUR PROMOTERS AND PROMOTER GROUP	190
OUR GROUP COMPANIES/ENTITIES	197
OUR SUBSIDIARY	207
DIVIDEND POLICY	208
SECTION VI-FINANCIALINFORMATION	209
RESTATED FINANCIAL INFORMATION	209
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF
OPERATIONS	278
FINANCIAL INDEBTEDNESS	285
CAPITALIZATION STATEMENT	288
SECTION VII-LEGALAND OTHER INFORMATION	289
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS	289
GOVERNMENT AND OTHER STATUTORY APPROVALS	292
OTHER REGULATORY AND STATUTORY DISCLOSURES	299
SECTION VIII -ISSUEINFORMATION	309
TERMS OF THE ISSUE	309
ISSUE STRUCTURE	317
ISSUE PROCEDURE	321
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES	378
SECTION IX-DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF
ASSOCIATION	380
SECTION X - OTHER INFORMATION	426
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION	426
DECLARATION	428

1

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy shall be to such legislation, act, regulation, rule, guideline or policy, as amended, supplemented or re-enacted from time to time.

The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and regulations made there under.

Notwithstanding the foregoing, terms used in the sections and chapter "Statement of Tax Benefits", "Financial Information" and "Description of Equity Shares and terms of Articles Of Association" on page no. 112, 209 and 380 respectively, shall have the meaning ascribed to such terms in such sections.

General Terms

Term			Description
"Company",		"our	Aatmaj Healthcare Limited, a public limited company incorporated under the
Company",	"Aatmaj",	Companies Act, 1956 having its registered office at "Jupiter Hospital", Opp. ICAI
"AHL", "the Company",	Bhavan, Sunpharma Ataladra Road, Vadodara - 390012, Gujarat, India.
"the Issuer",	"the	Issuer
Company",	Aatmaj
Healthcare Limited
"we", "us", or "our"	Unless the context otherwise indicates or implies, refers to our Company.
"you", "your" or "yours"	Prospective investors in this Issue
Company Related Terms
Term			Description
Articles/Articles	of	The Articles/Articles of Association of our Company as amended from time to time.
Association/AoA
Audit Committee		The committee of the Board of Directors constituted as our Company's audit
			committee in accordance with in accordance with Regulation 18 of the SEBI Listing
			Regulations and Section 177 of the Companies Act, 2013. For details, please refer
			chapter titled "Our Management" on page no. 171 of this Prospectus.
Auditor/Statutory		The Statutory Auditor of our Company, namely, M/s. Bela Mehta & Associates,
Auditor/Independent	Chartered Accountants (Firm Registration No. or FRN: 101073W) having their office
Auditor			at A-204, Shree Siddhi Vinayak Complex, Opp. Railway Station (West Side),
			Alkapuri, Vadodara-390007, Gujarat, India.
Bankers to our Company	Axis Bank Limited and HDFC Bank Limited
Board/Board		of	Board of Directors of our Company or a duly constituted committee thereof. For
Directors/our Board	further details of our Directors, please refer to chapter titled "Our Management"
			beginning on page no. 171 of this Prospectus.
Chief	Financial	Mr. Pratik Gandhi, the Chief Financial Officer of our Company.
Officer/CFO
CIN			Corporate Identification Number of our Company i.e. U85100GJ2014PLC079062
CMD			Chairman and Managing Director
			2

Term		Description
Companies Act	The Companies Act, 1956/2013 as amended from time to time.
Company	Secretary and	Mrs. Radhika Hissaria, the Company Secretary and the Compliance Officer of our
Compliance Officer	Company.
Corporate	Social	The committee of the Board of directors constituted as our Company's corporate social
Responsibility	responsibility committee in accordance with Section 135 of the Companies Act, 2013.
Committee	For details, please refer chapter titled "Our Management" on page no. 171 of this
		Prospectus.
Depositories Act	The Depositories Act, 1996, as amended from time to time
DIN		Director Identification Number
Director(s)/our	The director(s) on the Board of our Company as appointed from time to time.
Director(s)
Equity Shareholders	Persons/Entities holding Equity Shares of our Company.
Equity Shares	Equity shares of our Company of face value of ₹ 5/- each.
Executive Directors/ED	Executive directors of our Company as appointed from time to time
Group		Companies/Entities with which there have been related party transactions during the
Companies/Entities	last three financial years, as covered under the applicable accounting standards and
		other companies as considered material by the Board in accordance with the
		Materiality Policy.
Independent Director(s)	The independent director(s) of our Company, in terms of Section 2(47) and Section
		149(6) of the Companies Act, 2013and as defined under the Listing Regulations.
Indian GAAP	Generally Accepted Accounting Principles in India
ISIN		International Securities Identification Number INE0OB201016
Key	Managerial	Key management personnel of our Company in terms of Regulation 2(1)(bb) of the
Personnel/KMP	SEBI (ICDR) Regulations and Section 2(51) of the Companies Act, 2013 as described
		in the chapter titled "Our Management" on page no. 171 of this Prospectus.
License Agreement	Trademark license agreement dated April 25, 2022 entered into between Jupiter Life
		Line Hospitals Limited and our Company.
Managing Director/MD	Dr. Tushar Suvagiya, the Managing Director of our Company.
Materiality Policy	A policy adopted by our Company, in its Board meeting held on December 16, 2022
		for identification of group companies/entities, material creditors and material
		litigations pursuant to the disclosure requirements under the SEBI (ICDR) Regulations.
Memorandum of	Memorandum of Association of our Company, as amended from time to time.
Association/MoA/
Memorandum
Non Residents/NRI	A person resident outside India, as defined under FEMA and who is a citizen of India
		or a Person of Indian Origin under Foreign Outside India Regulations, 2000.
Nomination and	The committee of the Board of directors constituted as our Company's nomination and
Remuneration	remuneration committee in accordance with Regulation 19 of the SEBI Listing
Committee	Regulations and Section 178 of the Companies Act, 2013. For details, please refer
		chapter titled "Our Management" on page no. 171 of this Prospectus.
Non-executive Directors	A Director not being an Executive Director or an Independent Director.
Peer Review Auditor	M/s Bela Mehta & Associates, Chartered Accountants (Firm Registration No. or FRN:
		101073W) having their office at A-204, Shree Siddhi Vinayak Complex, Opp. Railway
		Station (West Side), Alkapuri, Vadodara-390007, Gujarat, India.
Promoter/Promoters/	Promoters of our Company being Dr. Tushar Suvagiya, Dr. Subhash Padmani and Dr.
our Promoters	Ravi Apte, for further details, please refer chapter titled "Our Promoters and Promoter
		3