Reference: GILA/ID/SPEC-IPO/2617

Board seat: Independent Director, Non-Executive Board meeting locations: Western India, with rotation to a clinic cluster annually

Term: Five consecutive years, eligible for one re-appointment

Anonymised client snapshot A single-specialty healthcare network in fertility, reproductive medicine and women's health, preparing to list.

- 60–120 clinics and day-care centres across 25–40 cities, spanning metros, tier-1 and tier-2 markets — an asset-light model built on leased premises and day-care infrastructure rather than inpatient hospital assets.
- Revenue in the ₹800–1,800 crore range with EBITDA margins materially above those of a multi-specialty hospital network, reflecting the day-care, high-consumable, low-bed-intensity economics of the specialty.
- Growth has been acquisition-led: a roll-up of independent clinics and small regional chains, with earn-out obligations, deferred consideration and doctor-retention arrangements attached to a significant proportion of acquisitions.
- Financial sponsors hold a controlling or near-controlling stake following two rounds; the founding clinician remains as a senior clinical figure with a reduced holding.
- Revenue is overwhelmingly self-pay, with a small and growing insurance component, and a meaningful international patient segment.
- DRHP targeted within three to five quarters. Restatement is underway and has surfaced questions.

Why this seat exists The clinical-governance seat on this board is already filled. This mandate is for the Audit Committee Chair, and the reason is the accounting.

A clinic roll-up going public presents a set of financial reporting problems that a hospital chain does not.

Thirty-plus acquisitions over six years generate purchase price allocations, identified intangibles, goodwill by cash-generating unit, contingent consideration remeasured through the income statement, and a restated financial history that must be reconstructed across acquired entities whose pre-acquisition books were, in many cases, maintained by a solo practitioner's accountant.

Layered on that: doctor compensation arrangements that mix employment, revenue share and acquisition earn-out in the same person, related-party questions where acquired clinicians retain interests in premises or ancillary businesses, and revenue recognition in a specialty where a patient pays in advance for a multi-cycle treatment protocol that may span quarters and may not complete.

The Audit Committee Chair on this board is the most consequential independent seat, and the company knows it.

Board and committee position

Board of nine at reconstitution.

- Audit Committee — Chair.
- Risk Management Committee — Member.
- NRC — Member, with a specific brief on the clinician compensation and retention architecture.
- Standing invitee to the Clinical Governance Committee,



chaired by the separately appointed clinical independent director — deliberately so, because in this business the clinical and financial questions are the same questions.

Charter

1. Take control of the restatement. Restated consolidated financial information under the SEBI ICDR framework, reconstructed across acquisitions, with consistent accounting policies applied retrospectively. Where acquired entities had inconsistent revenue recognition, inventory practices or related-party disclosure, the restatement will surface it, and the Audit Committee Chair must ensure it surfaces early rather than in the eleventh week of diligence.
2. Interrogate revenue recognition in the treatment protocol. A fertility treatment cycle is a multi-stage service, often prepaid, sometimes as a multi-cycle package with a refund or guarantee feature, and sometimes discontinued mid-protocol. Under Ind AS 115 the performance obligations, the timing of recognition, the treatment of unutilised advances and the accounting for any refund or assurance feature are all judgements. The company's revenue policy will be a focus of diligence and of post-listing analyst attention. It must be defensible, consistently applied across acquired entities, and disclosed clearly.
3. Purchase price allocation and goodwill. PPA methodology and the identified intangibles across thirty-plus transactions; goodwill allocation to cash-generating units at a sensible level of granularity; impairment testing assumptions clinic by clinic; and the honest position on acquisitions that have underperformed the acquisition case. A roll-up that has never impaired anything has not been testing properly.
4. Contingent consideration and earn-outs. Outstanding earn-out obligations by acquisition, the measurement basis, remeasurement through the income statement and its effect on reported earnings, and the cash obligation profile against the IPO proceeds plan. Earn-outs also create a subtle behavioural risk: a selling clinician with an outstanding earn-out has an incentive to optimise short-term clinic performance. The Committee should understand where that incentive is live.
5. Doctor compensation, retention and the related-party register. Where an individual is simultaneously an employee, a revenue-share participant, an earn-out beneficiary and a lessor of the clinic premises, the arm's-length analysis under Section 188 is not straightforward and the disclosure in the offer document must be complete.



Doctor attrition is the primary operating risk in this specialty — a departing senior clinician can take a substantial share of a clinic's volume — and the retention architecture is therefore both a commercial and a governance subject.
6. Regulatory compliance mapping — and this specialty's compliance terrain is unusually dense. Registration and compliance obligations under the Assisted Reproductive Technology (Regulation) Act, 2021 and the rules made under it, including the National and State Registry requirements, prescribed standards for ART clinics and banks, donor and gamete-handling requirements, and record-keeping obligations; the Surrogacy (Regulation) Act, 2021 where the network's services touch it; the Pre-Conception and Pre-Natal Diagnostic Techniques Act, 1994, whose obligations are strict and whose contraventions carry personal criminal liability and registration cancellation; Clinical Establishments Act registration where the state has adopted it; biomedical waste authorisation; drug licences for the pharmacy and hormonal preparations; and AERB or state authorisation where imaging is conducted. Registration status must be verified clinic by clinic. In a network assembled by acquisition, some of these will not be current, and the offer document must disclose accurately.
7. International patient segment. The regulatory and disclosure position on patients travelling to India for treatment, the constraints imposed by the ART and Surrogacy legislation on eligibility, and the reputational and legal exposure of getting eligibility determination wrong.
8. Advertising and claim substantiation. Success rate claims in this specialty are heavily scrutinised, methodologically contestable, and subject to both skilled-conduct and consumer-protection constraints. A success-rate representation in a DRHP or in marketing material that cannot be substantiated on a consistent, disclosed methodology is a serious exposure. The Committee should establish the methodology and its governance before filing.
9. Consumables and clinical supply chain. Concentration in a small number of imported consumable and equipment suppliers, forex exposure, and inventory and cold chain integrity for temperature-sensitive biological material — where a failure is a catastrophic and irreversible patient event.

Statutory eligibility

Full compliance with Section 149(6) across the company, all acquired subsidiaries, associates, the sponsor group and the founding clinician's interests; IICA databank registration with proficiency test cleared or exemption; no Section 164 disqualification; within Section 165 and Regulation 26 limits, noting that Audit Committee chairmanship consumes one of the five permitted chairmanships; Section 177 financial literacy at a level appropriate to chairing; appointment by special resolution post-listing on any re-appointment.

📌 Independent Director (Mumbai)
🏢 Gladwin International u0026
📍 Mumbai