AGS Health Limited IPO

01At a glance

What the company does: revenue cycle management for U.S. healthcare providers: checking patient insurance, coding treatments, submitting claims, chasing denials and collecting payment, using software, analytics and a mostly India-based workforce (AP p.3).

Who pays it: U.S. health systems, hospitals and large physician groups; 149 customers at March 2026, 82 of them hospitals or health systems (AP p.4, AP p.8). The top ten were 59.67% of pro forma FY26 revenue (AP p.8).

Why it is raising money: ₹16,000 million of the fresh issue repays borrowings of two U.S. subsidiaries taken for the acquisition that created the current group; the rest is for general purposes (AP p.5). The ₹30,000 million offer for sale goes to the promoter (AP p.1).

How fast it has grown: pro forma revenue rose from ₹13,782 million in FY24 to ₹21,644 million in FY26 (AP p.7).

The one thing to understand: the reported and pro forma figures tell different stories. The Indian company bought the U.S. business on 1 August 2025, so reported FY26 profit of ₹2,069 million includes only eight months of it; the pro forma accounts, which treat the group as combined all along, show losses in every year, largely from acquisition costs (AP p.6, AP p.8, DRHP p.33).

02The business, in plain words

When an American hospital treats a patient, getting paid is a process of its own: verify the insurance, code the treatment correctly, file the claim, fight denials, and bill the patient for the rest. Many providers outsource parts of this to specialists, who are paid a fee per transaction, per staff hour, or as a share of collections.

A U.S. hospital wants to collect more of what it bills, faster → it contracts AGS Health for front-end, mid-cycle or back-end work → AGS staff and software verify, code, file and follow up on claims → the hospital pays AGS fees under multi-year contracts.

The document says its services cover about 80% of the revenue-cycle value chain (AP p.3). All revenue comes from U.S.-based healthcare organisations (AP p.9). The company reports one segment, revenue cycle management (AP p.4).

Earnings equation: Revenue ≈ customers × revenue per customer, where revenue per customer grows as existing clients add services. Pro forma net revenue retention was 116.71% in FY26 (AP p.8).

03Where the money comes from

Source: AP p.8.

The top five customers have been with the company for 8.08 years on average (AP p.8). Customers taking software as well as services were 19.24% of pro forma FY26 revenue (AP p.8). In FY26, 70.43% of consolidated revenue came through one U.S. subsidiary, AGS Health LLC (DRHP p.50).

04The growth record

Source: AP p.7, AP p.8.

Source: AP p.6.

05What the growth is made of

On the pro forma basis, which compares like with like, revenue grew 29.15% in FY25 and 21.60% in FY26 (AP p.7). The number of customers barely moved, from 144 to 149, so the growth came from existing clients buying more, net revenue retention above 116% in each year, and from more clients crossing $1 million a year (AP p.8).

The reported figures jump in FY26 because the U.S. business was consolidated from August 2025 (DRHP p.33). Before that, the Indian company's customers were group entities: its top five customers made up 100% of revenue in FY24 and FY25 (AP p.8).

06Earnings quality

The gap between EBITDA and profit is the acquisition. Pro forma EBITDA margin was 36.05% in FY26, yet the pro forma result was a loss of ₹1,410.40 million (AP p.8). The company's adjusted profit, which adds back exceptional items and amortisation of intangibles created by the acquisition, net of tax, was ₹2,566.00 million (AP p.8, DRHP p.20). The document records significant goodwill and intangible assets from acquisitions, which could be impaired (DRHP p.41).

Operating cash flow was negative ₹1,262.44 million in FY26 (AP p.6). The auditors' examination report contains modifications, and their report on the pro forma information carries an emphasis of matter (DRHP p.58).

07The balance sheet

Source: AP p.6, AP p.8.

The FY26 balance sheet is the acquisition's: investing outflows of ₹54,731.75 million funded by ₹56,602.10 million of financing inflows (AP p.6). The borrowings sit in U.S. subsidiaries and were raised from a lender group whose collateral agent is Goldman Sachs Private Credit; the promoter's own shares are mortgaged to secure them (DRHP p.41).

08What the money is for

Source: AP p.5, AP p.1.

The money reaches the U.S. borrowers, AGS Health BCP LLC and AGS Health BCP Holdings, Inc., as investment in them (AP p.5). A pre-IPO placement of up to ₹3,600 million may reduce the fresh issue (AP p.5). The offer is made under Regulation 6(2) because net tangible assets were below ₹30 million in FY26 and monetary assets exceeded half of them in FY25 (AP p.1).

09Who is selling

Source: AP p.1, AP p.10.

The seller acquired 380,297,582 of its 383,493,360 shares within the year before the filing (AP p.10).

10Promoters

The promoter is BCP Asia II Topco VIII Pte. Ltd., a Singapore investment holding company incorporated in June 2024; five of the nine directors are Blackstone nominees (AP p.5, AP p.11). The chair, Vikram Utamsingh, and two other directors are independent; Patrice Rochelle Wolfe is managing director and chief executive (AP p.10).

The promoter's parent has mortgaged all of the promoter's shares to secure an external financing facility; a default could change control of the company (DRHP p.41).

11Who already owns it

Source: AP p.5, AP p.6. The last row is our arithmetic.

12What changed just before the IPO

• Acquisition: under an agreement of 19 May 2025, the company bought 100% of Fort Finance, Inc., the holding company of the U.S. AGS business, effective 1 August 2025 (DRHP p.33).
• Debt: ₹42,388.10 million of borrowings were taken on in the U.S. subsidiaries (AP p.6).
• Share capital: equity capital went from ₹17.23 million to ₹389.17 million, and net worth from ₹6,536 million to ₹45,516 million (AP p.6).
• Split and bonus: the face value was sub-divided from ₹10 to ₹1 in August 2025 (DRHP p.111), and a bonus issue of eleven shares for every one held was allotted on the record date of 8 August 2025 (DRHP p.107).
• Last allotment: a preferential allotment of 5,679,276 shares at ₹209.24 on 10 February 2026 to the chief executive and other managers, the last allotment before the offer (DRHP p.107).
• Public company: the company became a public limited company in March 2026, the registrar issuing a fresh certificate of incorporation on 17 March 2026 (DRHP p.3); there has been no change of statutory auditor in the three years before the filing (DRHP p.93).

13Capacity and expansion

The capacity of a services business is people. The global workforce was 15,895 at March 2026, against 12,647 pro forma two years earlier; voluntary attrition was 23.28% in FY26 (AP p.8). All offices are leased (DRHP p.64). The sales cycle for a new client typically runs three to four months (DRHP p.52).

14Market size and industry structure

U.S. healthcare spending was about $5.6 trillion in 2025, of which revenue cycle management accounted for about $234.5 billion, up from $158.4 billion in 2020, according to the Zinnov report cited in the offer document (AP p.4). The document describes the market as highly competitive (DRHP p.40).

15Competitive position

What the document claims, and what it rests on:

• A leading technology-first provider, per the Everest Group PEAK Matrix 2026 assessment (AP p.3).
• Long client relationships: top-five tenure of about eight years (AP p.8).
• Wide coverage: about 80% of the revenue-cycle value chain, per Zinnov (AP p.3).

Against that: one country, one industry and heavy regulation of U.S. healthcare billing and patient data (AP p.9, DRHP p.52).

16Peers the company named

Source: DRHP p.134. P/E uses the closing price on 5 August 2026.

Inventurus is the only listed peer named (DRHP p.133). For AGS Health the document gives FY26 restated earnings per share of ₹6.30, pro forma loss per share of ₹3.67, net asset value per share of ₹116.96 and restated return on net worth of 4.55% (DRHP p.134). No P/E is possible for the company until a price band is set.

17Risks, in plain words

• Acquisition accounting. Goodwill and intangibles are large, and pro forma results are losses (DRHP p.41, AP p.8).
• Debt and control. ₹42,388 million of borrowings, and a mortgage over all of the promoter's shares (DRHP p.41, DRHP p.47).
• One market. Every rupee of revenue comes from U.S. healthcare, which is regulated and exposed to U.S. policy changes (AP p.9).
• Client concentration. The top ten clients are about 60% of revenue (AP p.8).
• Patient data. The company handles personal health information; a breach could be costly (AP p.10, DRHP p.52).
• Currency. Revenue is in dollars and much of the cost in rupees (DRHP p.53).
• Filing delays. The document reports delays in some statutory and regulatory filings (DRHP p.54).

18Litigation and regulatory matters

Source: AP p.11.

The largest figure in the table, $140 billion, or ₹13,251,000 million, is a single lawsuit. A former employee of Mediscribes, who worked there in 2017, filed it in January 2026 in the U.S. District Court for the Central District of California against the subsidiary ezDI and Mediscribes, alleging discrimination and wrongful termination.

The plaintiff argues that an earlier suit, dismissed for lack of jurisdiction, was wrongly dismissed, and also names judges and court officials as defendants (DRHP p.602). The New Jersey banking regulator is separately investigating billing services AGS Health LLC provided while its authority to do business in the state was revoked, from August 2023 until 2025 (DRHP p.602). A customs show-cause notice of ₹257.46 million names a key managerial person (DRHP p.45).

19Related-party transactions

Before the acquisition, the Indian company's revenue came from other AGS group entities: its top five customers were 100% of revenue in FY24 and FY25 (AP p.8). The document lists ongoing related-party transactions as a risk (DRHP p.55).

20What the offer document does not say

In the sections read for this study, the document does not give:

• Pro forma profit excluding the acquisition's amortisation and interest, beyond the adjusted-profit line.
• The interest rate and terms of the ₹42,388 million U.S. borrowings.
• The price paid for Fort Finance, Inc., in the sections read.
• Revenue by service line: front-end, mid-cycle, back-end.
• The price band, lot size or issue dates, which is normal at this stage.

21Five questions for management

1. What interest does the group pay on the U.S. borrowings, and how much falls away after ₹16,000 million is repaid?
2. How much of the FY26 pro forma loss is amortisation of acquired intangibles, and over how many years does it run?
3. What revenue did the New Jersey work in 2023 to 2025 bring, and what penalties could follow?
4. Why did operating cash flow turn negative in FY26?
5. After the offer, will the mortgage over the promoter's shares remain, and what triggers could change control?

2Sources and cited facts

This study was read from 2 documents the company filed. The 73 figures it cites are listed under the document each came from, with the page and the sentence as printed.