3.22 Provisions, Contingent Liabilities and Contingent Assets
A provision is recognized when the Company has a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are determined based on the best estimate required to settle the obligation at the balance sheet date and measured using the present value of cash flows estimated to settle the present obligations (when the effect of time value of money is material). These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
Contingent liabilities is disclosed for
(i) Possible obligations which will be confirmed only by future events not wholly within the control of the Company or
(ii) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
The Company does not recognize a contingent liability but discloses its existence and other required disclosures in the Financial Statements .
A contingent asset is disclosed by the Company, when it is a possible that an asset arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity.
3.23 Financial Instruments
Initial Recognition
Financial assets and financial liabilities are recognized when the Company becomes a party to the contractual provisions of the instrument. Financial assets except for Trade Receivable and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair
value through profit or loss (FVTPL)) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liabilities. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognized in the statement of profit and loss.
3.24.1 Financial Assets
(a) Recognition and initial measurement
(i) The Company initially recognizes loans and advances, deposits and subordinated liabilities on the date on which they originate. All other financial instruments (including regular way purchases and sales of financial assets) are recognized on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument. A financial asset or liabilities is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.
(b) Classification of financial assets
On initial recognition, a financial asset is classified to be measured at amortized cost, fair value through other comprehensive income (FVTOCI) or FVTPL.
A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated at FVTPL:
• The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
For the impairment policy in financial assets measured at amortized cost, refer Note 3.24.1(e)'
A debt instrument is classified as FVTOCI only if it meets both of the following conditions and is not recognized at FVTPL:
• The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
All other financial assets are subsequently measured at fair value.
(c) Effective interest method
The effective interest method is a method of calculating the amortized cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or where appropriate, a shorter period, to the gross carrying amount on initial recognition.
Income is recognized on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognized in profit or loss and is included in the "Other Income" line item.
(d) Financial assets at fair value through profit or loss (FVTPL)
Debt instruments that do not meet the amortized cost criteria or FVTOCI criteria (see above) are measured at FVTPL. In addition, debt instruments that meet the amortized cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.
A financial asset that meets the amortized cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognizing the gains and losses on them on different bases. The Company has not designated any debt instrument as at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognized in profit or loss. The net gain or loss recognized in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the ‘Other income' line item. Dividend on financial assets at FVTPL is recognized when the Company's right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.
(e) Impairment of financial assets
The Company applies the expected credit loss model for recognizing impairment loss on financial assets measured at amortized cost, debt instruments at FVTOCI, trade receivables and other contractual rights to receive cash or other financial asset.
Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Company estimates cash flows by considering all contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument.
The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the life-time expected credit losses and represent the lifetime cash shortfalls that will result if default occurs within the 12 months after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.
For trade receivables, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses. Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward¬ looking information.
(f) Derecognition of financial assets
The Company derecognizes a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial
asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognizes its retained interest in the asset and an associated liabilities for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognize the financial asset and also recognizes a collateralized borrowing for the proceeds received.
On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognized in other comprehensive income and accumulated in equity is recognized in profit or loss if such gain or loss would have otherwise been recognized in profit or loss on disposal of that financial asset.
On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognize under continuing involvement, and the part it no longer recognizes on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognized and the sum of the consideration received for the part no longer recognized and any cumulative gain or loss allocated to it that had been recognized in other comprehensive income is recognized in profit or loss if such gain or loss would have otherwise been recognized in profit or loss on disposal of that financial asset. A cumulative gain or loss that had been recognized in other comprehensive income is allocated between the part that continues to be recognized and the part that is no longer recognized on the basis of the relative fair values of those parts.
(g) Foreign exchange gains and losses
The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.
• For foreign currency denominated financial assets measured at amortized cost and FVTPL, the exchange differences are recognized in profit or loss.
• Changes in carrying amount of investments in equity instruments at FVTOCI relating to changes in foreign currency rates are recognized in other comprehensive income.
• For the purposes of recognizing foreign exchange gains or losses, FVTOCI debt instruments are treated as financial assets measured at amortized cost. Thus, the exchange differences on the amortized cost are recognized in the Statement of Profit and Loss and other changes in the fair value of FVTOCI financial assets are recognized in other comprehensive income.
3.24.2 FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS
(a) Classification as debt or equity:
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liabilities and an equity instrument.
(b) Equity instruments:
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. Repurchase of the Company's own equity instruments is recognized and deducted directly in equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.
(c) Financial Liabilities at FVTPL:
Financial liabilities are classified as at FVTPL when the financial liabilities is either held for trading or it is designated as at FVTPL.
A financial liabilities is classified as held for trading if:
• it has been incurred principally for the purpose of repurchasing it in the near term; or
• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking;
A financial liabilities other than a financial liabilities held for trading may be designated as at FVTPL upon initial recognition if:
• such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or
• the financial liabilities forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company's documented risk management or investment strategy, and information about the grouping is provided internally on that basis;
(d) Financial liabilities subsequently measured at amortized cost:
Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortized cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortized cost are determined based on the effective interest method. Interest expense that is not capitalized as part of costs of an asset is included in the ‘finance costs' line item.
The effective interest method is a method of calculating the amortized cost of a financial liabilities and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liabilities, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.'
(e) Foreign exchange gains and losses:
For financial liabilities that are denominated in a foreign currency and measured at amortized cost at the end of each reporting period, the foreign exchange gains and losses are determined based on amortized cost of the instruments and are recognized in the Statement of Profit and Loss.
The fair value of the financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured at FVTPL, the foreign exchange component forms part of the fair value gains or losses recognized in the Statement of profit and Loss.
(f) Derecognition of financial liabilities:
The Company derecognizes financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial
liabilities derecognized and the consideration paid and payable is recognized in the Statement of Profit and Loss.
3.25 Goods & Service Tax Input Credit
Goods & Service Tax Input Credit is accounted for in the books during the period in which the underlying service received is accounted and where there is no uncertainty in availing/utilizing the same.
3.26 Exceptional Items
An item of income or expense which by its size, type or incidence is such that its disclosure improves the understanding of the performance of the Company, such income or expense is classified as an exceptional item and accordingly, disclosed as such in the Financial Statements.
3.27 Share Based Payments :
The Company is covered under the employee stock option scheme of Dr. Agarwal's Health Care Limited, India (the holding company). Under the plan, the employees and doctors of the Company are granted shares and other stock awards of the holding company, in accordance with the terms and conditions as specified in the plan. The plan is assessed, managed and administered by the holding company, whose shares and share based benefits have been granted to the employees and doctors of the Company. The holding company currently operates the plan / scheme of employee stock option ("ESOP"). The Company has accounted for the amount of expense under Ind AS 102 considering the invoice received from the holding company taking into account the valuation carried out in respect of the same and has made the related disclosures required under INDAS 102 based on information obtained from the holding company (Refer Note 46)
ESOPs: Equity settled share based payments to the employees of the company are measured at the fair value of the equity instruments at the grant date.
Compensation expense for the Employee Stock Option Plan ("ESOP") is measured at the option value as on grant date and the cost of the option will be amortised on a systematic basis which reflects pattern of the vesting of the options over the period of 4 years (Refer Note 46.2).
SARs: Cash settled share based payments to the doctors of the company is measured at the value of option at the end of every reporting period.
Compensation expense for the Share Appreciation Rights ("SAR") will be accounted at every reporting date till the date of exercise of the SARs based on the information provided by the holding company (Refer Note 46.3).
4 Critical Accounting Judgements and Key Sources of Estimation Uncertainty
The preparation of Financial Statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the accompanying disclosures. Uncertainty about the assumptions and estimates could result in outcomes that require a material adjustment to the carrying value of assets or liabilities affected in future periods.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and future periods are affected.
In particular, information about significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements are included in the following notes:
(i) Useful lives of Property, plant and equipment (Refer Note 3.9)
(ii) Useful lives of Intangible Asset (Refer Note 3.11
(iii) Valuation of Goodwill and Intangible Assets on Business combination (Refer Note 3.8)
(iv) Impairment of Goodwill (Refer Note 3.10)
(v) Assets and obligations relating to employee benefits (Refer Note 3.16)
(vi) Valuation and measurement of income taxes and deferred taxes (Refer Note 3.21)
(vii) Provisions for disputed statutory and other matters (Refer Note 3.22)
(viii) Allowance for expected credit losses (Refer Note 3.24.1(e))
(ix) Fair value of Financial Assets and Liabilities (Refer Note 3.24.1 and 3.24.2)
(x) Lease Term of Leases entered by the Company (Refer Note 3.19)
8.1 Particulars of business combinations accounted by the company
During the previous year, the Company accounted for business combinations using the acquisition method of accounting. This method requires the application of fair values for both the consideration given and the assets and liabilities acquired. The calculation of fair values is often dependent on estimates and judgments including future cash flows discounted at an appropriate rate to reflect the risk inherent in the acquired assets and liabilities (refer to Note below, Acquisition of Businesses for details of business combinations).
The Company had the below business combinations primarily comprising acquisition of "Eye Hospitals" on a going concern basis. These business combinations involved acquisition of the Eye Hospitals from the Doctors and did not involve share acquisitions in any other entities. As part of the acquisition, the Company acquired the assets, liabilities, employees etc. as determined pursuant to the acquisition agreements and also continuity of the acquiree Doctors who are also covered by a non-compete and have entered into a service contract to provide services to the Company. There are no non-controlling interests during the previous year in the business combinations entered during the year. The details of the eligible/identifiable assets and liabilities have been furnished below. The resultant goodwill on such business combinations consists primarily of the synergies, increase in market share, workforce etc. The amount of such goodwill is not expected to be deductible for tax purposes. The contingent consideration arrangement requires the Company to pay the Acquiree's specified percentage of consideration if the acquired business meet the revenue targets for the years mentioned in the agreements.
8.3 Impairment testing
As on 31st March 2026 and 31st March 2025, Goodwill balances have been tested for impairment and no provision required to be recorded in accordance with the requirements of Ind AS 36. The key assumptions used by management in setting the cash flow projections/budgets for the initial five-year year were as follows:
Forecast sales growth rates
Forecast sales growth rates are based on past experience adjusted for market trends, loyalty/reputation of the doctor practitioners, geographical location and the strategic decisions made in respect of the cash-generating unit.
Operating profits
Operating profits are forecast based on historical experience of operating margins, adjusted for the impact of cost saving due to synergies and initiatives and also revenue pricing changes.
Cash conversion
Cash conversion is the ratio of operating cash flow to operating profit Management forecasts cash conversion rates based on historical experience. Cash flow projections during the budget year are based on the same expected gross margins and inventory price inflation throughout the budget year. The cash flows beyond five-year year have been extrapolated using a 4.5 % for FY 2025-26 (2024-25: 3.5%) per annum growth rate which is the projected long-term average growth rate. Discount rate of 15.98% to 17.50% determined using Capital Asset Pricing Model.
Sensitivity analysis
The Company has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount for each of the group of CGUs to which goodwill is allocated. The management believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the related CGUs.
8.4 The Company has not revalued its intangible assets as on each reporting year and therefore Schedule III disclosure requirements with respect to fair value details is not applicable.
15.3 Credit period and risk
Trade receivables are non-interest bearing and are generally due immediately when the invoice is raised.
15.4 Expected credit loss allowance
The Company has used a practical expedient by computing the expected loss allowance for trade receivables based on provision matrix. The provision matrix takes into account the historical credit loss experience and adjustments for forward looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix, considering the amounts due from the government undertakings and the other undertakings.
The provision matrix is as follows:
During the year ended 31st March 2026, the Company has written-off trade receivables balances amounting to Rs.0.66 crores (31st March 2025- 0.72 crores) and have utilised the existing allowances towards expected credit loss. The company does not expect to receive future cash flows/recoveries from trade receivables previously written off.
As per the Management's Policy, dues aged more than 2 years from TPA parties are fully written off.This write offs were carried out of allowance for doubtful receivables to the extent of provision.
20.3 Terms / rights attached to equity shares
The Company has only one class of equity shares having a par value of INR. 10. Each holder is entitled to one vote per equity share. Dividends are paid in Indian rupees. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the annual general meeting except in case of interim dividend. Repayment of capital in the event of liquidation will be in accordance with the terms of the Articles of Association and in proportion to the number of equity shares held.
The details of security provided are as follows:
Primary security
1. Hypothecation of the entire current assets of the company.(applicable for overdraft facility).
2. Hypothecation of entire Property, Plant and Equipment.
3. Paripassu charge (with HDFC Limited for a loan taken by Dr. Agarwal Eye Institute) on the landed property of 9.68 grounds belonging to Dr Agarwal Eye Institute and proposed building to be constructed there on at No. 19, Cathedral Road, Gopalapuram, Chennai, 600086. (applicable for Term Loan 2)
Collateral security
Collateral security common for all facilities
1. Paripassu charge (with HDFC Limited for a loan taken by Dr. Agarwal Eye Institute) on the landed property of 9.68 grounds belonging to Dr Agarwal Eye Institute and proposed building to be constructed there on at No. 19, Cathedral Road, Gopalapuram, Chennai, 600086. (applicable for Term loan 1)
2. Hypothecation of the entire current assets of the company.(applicable for other than overdraft facility)
Personal/ Corporate Guarantor
1. Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashvin Agarwal, Dr and Dr. Agarwal Eye Institute (applicable for Term Loan 1 above)
2. Personal Guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashvin Agarwal, Dr. Agarwal's Health Care Limited and Dr. Agarwal Eye Institute (applicable for Term Loan 2 above)
The Company has obtained a written acknowledgement from the Bank that there were no non compliances with the loan terms and conditions as at 31st March 2026 and as at 31st March 2025. Further, the Company does not have overdraft facility in excess of Rs 5 crore during the year ended 31st March 2026 and 31st March 2025.
32.1 Disaggregation of the revenue information
The tables below present disaggregated revenues from contracts with customers for the year ended 31st March 2026 by offerings. The Company believes that this disaggregation best depicts how the nature, amount, timing and uncertainity of our revenues and cash flows are affected by industry, market and other economic factors.
Note: The services are rendered to various patients and there are no patients who represent more than 10% of the total revenue. However, the Hospital also serves patients who are covered under insurance/health schemes run by insurance companies, corporates and the central/state government agencies, wherein the services rendered to the patient is on credit to be reimbursed by the said insurance company, corporate or government agency.
32.2 Trade receivables and contract balances
The Company classifies the right to consideration in exchange for deliverables as receivable.
A receivable is a right to consideration that is unconditional upon passage of time. Revenue is recognized as and when the related goods / services are delivered / performed to the customer.
Trade receivable are presented net of impairment in the Balance Sheet.
Contract liabilities include payments received in advance of performance under the contract, and are realized with the associated revenue recognized under the contract. (Refer note 30).
The Company expects to recognise the total outstanding contract liability as revenue in the next one year.
32.3 Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognised as at the end of the reporting period and an explanation as to when the Company expects to recognise these amounts in revenue. Applying the practical expedient as given in IND AS - 115, the Company has not disclosed information about remaining performance obligations in contracts where the original contract duration is one year or less or where the entity has the right to consideration that corresponds directly with the value of entity's performance completed to date.
On 21 November 2025, the Central Government issued four separate notifications in the Official Gazette announcing implementation of four Labour Codes, viz., the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020. These four codes replace and consolidate 29 existing labour laws. Subsequent to the year-end, the Central Government has notified the Code on Wages (Central) Rules, 2026, the Industrial Relations (Central) Rules, 2026, the Code on Social Security (Central) Rules, 2026, and the Occupational Safety, Health and Working Conditions (Central) Rules, 2026. The corresponding State Rules and certain other operational clarifications under the New Labour Codes are yet to be notified.
The four codes prescribe an inclusive definition of the term ‘wages', which among other matters is relevant for determination of post employment benefits including gratuity to all employees. In accordance with the definition, certain specified items forming part of remuneration are not included in the wages and these excluded items cannot exceed 50% of total remuneration. If there is an excess, then it is presumed that excess amount also forms part of wages. The four codes also introduce changes related to leave entitlement and encashment for workers. Going forward, workers' leave balance in excess of 30 days will be encashed at the end of each calendar year and workers will have a right to demand encashment for entire leave.
The Company has assessed the implications of the New Labour Codes, and the impact is not material and has been recognised in the financial results of the Company for the year ended March 31, 2026. The Company continues to monitor the notification of the remaining State Rules and clarifications, the impact of these will be accounted in accordance with applicable accounting standards"
*The dispute relates to inappropriate availment of ITC with the GST Department, however the company expects a favourable decision in respect of above claims
Notes:
(i) Based on Professional Advice / Management's assessment of all the above claims, the company expects a favorable decision in respect of the above claims and hence no specific provision has been considered for the above claims except those disclosed in Note 31.1
(ii) The amounts shown above represent the best possible estimates arrived at on the basis of the available information. The uncertainties and possible reimbursement are dependent on the outcome of the various legal proceedings which have been initiated by the Company or the Claimants, as the case may be and, therefore, cannot be predicted accurately.
43 Employee benefits
43.1 a) Defined contribution plans
(a) The Company makes Provident and Pension Fund contributions, which is a defined contribution plan, for qualifying employees. Additionally, the Company also provides, for covered employees, health insurance through the Employee State Insurance scheme. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes.
43.3 Defined benefit plans
The Company operates a gratuity plan covering qualifying employees. The benefit payable is calculated as per the Pay¬ ment of Gratuity Act, 1972 and the benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death or disability while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the group gratuity scheme admin¬ istered by the Life Insurance Corporation of India.
In respect of the plan, the most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out as at 31st March 2026 by M/s Kapadia Actuaries and Consultants for the Company. The present value of the defined benefit obligation, and the related current service cost and paid service cost, were measured using the projected unit cost credit method.
(g) Actuarial assumptions Investment Risk:
The present value of defined benefit plan liability is calculated using a discount rate which is determined by reference to the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.
Interest Risk:
A decrease in the bond interest rate will increase the plan liability; However, this will be partially offset by an increase in the return on the plan's Investments.
Longevity Risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Salary Risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries. In particular, there is a risk for the Company that any adverse salary growth can result in an increase in cost of providing these benefits to employees in future.
1. The discount rate is based on the prevailing market yields of Indian Government securities as at balance sheet date for the estimated term of the obligation.
2. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.
3. In order to protect the capital and optimize returns within acceptable risk parameters, the plan assets are maintained with an insurer managed fund (maintained by the Life Insurance Corporation ("LIC")) and is well diversed.
Sensitivity Analysis:
The benefit obligation results of a such a scheme are particularly sensitive to discount rate, salary growth
and employee attrition, if the plan provision do provide for such increases on commencement of pension.
The following table summarizes the impact in financial terms on the reported defined benefit obligation at the end of the
reporting period arising on account changes in these four key parameters:
These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period which is the same as that applied in calculating the defined benefit obligation liability recognized in the balance sheet.
(h) Asset-Liability Matching Strategies
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity liability occurring during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate.
(i) Effect of Plan on Entity's Future Cash Flows
a) Funding Arrangements and Funding Policy
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance Company carries out a funding valuation based on the latest employee data provided by the Company Any deficit in the assets arising as a result of such valuation is funded by the Company.
b) The Company expects to make a contribution of Rs. 1.35 crores during the next financial year.
c) The weighted average duration of the benefit obligation at 31st March 2026 is 3.51 years (as at 31st March 2025 is 3.55 years).
d) Maturity profile of defined benefit obligation:
44 Segment reporting (Amount in inr Crores)
The company is engaged in providing eye care and related services provided from its hospitals which are located in India. Based on the "management approach" as defined in Ind-AS 108 - Operating Segments, the Chief Operating Decision Maker (CODM) evaluates the company's performance and allocates resources based on an analysis of various performance indicators by the overall business segment, i.e. Eye care related sales and services.
As the allocation of resources and profitability of the business is evaluated by the CODM on an overall basis, with evaluation into individual categories to understand the reasons for variations, no separate segments have been identified. Accordingly no additional disclosure has been made for the segmental revenue, segmental results and the segmental assets & liabilities. All of the Company's current assets and Property, Plant and Equipment are in India.
46 Share-based payments
46.1 Awards from the Holding Company
The Company is covered under the employee stock option scheme of Dr. Agarwal's Health Care Limited, India (the holding company). Under the plan, the employees of the Company are granted shares of the holding company, in accordance with the terms and conditions as specified in the plan. The plan is assessed, managed and administered by the holding company, whose shares have been granted to the employees and doctors of the Company. The holding company currently operates an employee stock option ("ESOP") . The Company has accounted for the amount of expense under Ind AS 102 considering the invoice received from the holding company and has made the related disclosures required under INDAS 102 based on information obtained from the holding company.
46.2 Employee Stock Option Plan (ESOP)
The stock awards granted generally vest over a four service period. The annual stock awards are granted effective 28th November 2022; this effective date is the "award date" used for stock plan administration purposes and shown in the awards agreement. [The maximum number of shares in a stock award is, not exceeding 2% of the Paid Up Capital of the Holding Company, as on 12th August 2022, comprising 1,58,522 Options to or for the benefit of the employees of the Group.
46.3 SAR
The Share Appreciation Rights (SAR) gives consultant doctors of the Company the opportunity to receive a cash bonus equal to the appreciation in the value of the units which shall, for each unit, be the difference between fair market value of the equity shares as at payment event trigger (PET) of Dr. Agarwal's Health Care Limited (the holding company) and excercise price as stated under the Plan.
*PET is defined as either 1 of the 3 below:
i. On the occurrence of an Initial Public Offer (IPO) by the holding company
ii. Entry of any new investor in the holding company acquiring more than 30% shareholding or change of shareholding by more than 30% of the paid up capital in any manner.
iii. Any other event that the Board may decide at its own discretion.
However, the payment timing shall not exceed 4 (four) years from the date of grant. If PET occurred only after 4 (four) years from the date of grant, then the 100% of the payment will be made at the end of the fourth year.
*Weighted average price of options of Series - 1 is Rs. 3,054.76 (outstanding number of options 9,796 )
*Weighted average price of options of Series - 2(a) is Rs. 2,128.59 (outstanding number of options 1,544 )
*Weighted average price of options of Series - 2(b) is Rs. 2,351.63 (outstanding number of options 1,000 )
During the year ended 31st March 2025, the board of directors, at its meeting held on 20th December 2024, approved the withdrawal of doctor incentive plan. Accordingly, the Company has written back a total liability of INR 1.01 crs which has been accounted in consultancy charges for doctors for the previous year.
The management assessed that fair value of cash and cash equivalents, trade receivables, loans, borrowings, trade payables and other current financial assets and liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair value/amortized cost
(i) Long-term fixed-rate receivables/borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual losses and creditworthiness of the receivables
(ii) The fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably possible change in the forecast cash flows or discount rate, the fair value of the unquoted instruments is also sensitive to a reasonably possible change in the growth rates. The valuation requires management to use unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the tables below. Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.
(iii) Fair values of the Company's interest-bearing borrowings and loans are determined by using Discounted Cash Flow (DCF) method using discount rate that reflects the issuer's borrowing rate as at the end of the reporting year. The own non- performance risk as at 31st March 2026 was assessed to be insignificant.
There have been no transfers between the levels during the year. The management assessed that cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, trade payables, bank overdrafts, borrowings, other financial assets, loans and Other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Details of financial assets and financial liabilities which were valued at fair value as of 31st March 2026 and 31st March 2025 are disclosed in Note 48.3
48.3 Financial risk management framework
The Company's board of directors have overall responsibility for the establishment and oversight of the Company's risk management framework. The Company manages financial risk relating to the operations through internal risk reports which analyze exposure by degree and magnitude of risk. The Company's activities expose it to a variety of financial risks: liquidity risk, credit risk and market risk (including interest rate risk and other price risk). The Company's primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company's risk management assessment and policies and processes are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company's activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company's risk assessment and management policies and processes.
(a) Liquidity Risk Management :
Liquidity risk refers to the risk that the Company cannot meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company's reputation. The Company maintains adequate reserves and banking facilities, and continuously monitors the forecast and actual cash flows by matching maturing profiles of financial assets and financial liabilities in accordance with the approved risk management policy of the Company periodically.
Liquidity and Interest Risk Tables :
The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment years. The tables include both interest and principal cash flows.
To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting year. The contractual maturity is based on the earliest date on which the Company may be required to pay.
(b) Credit Risk:
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and other financial assets. None of the other financial instruments of the Company result in material concentration of credit risk. Credit risk is controlled by analyzing credit limits and credit worthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The carrying amount of the financial assets recorded in these standalone financial statements, grossed up for any allowance for losses, represents the maximum exposures to credit risk.
Trade receivables: The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and credit history, also has an influence on credit risk assessment.
Credit risk on current investments and cash & cash equivalent is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in Mutual Funds.
Financial instruments and cash deposits: Credit risk from balances with banks and financial institutions is managed by the Company in accordance it's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company on an annual basis. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments.
(c) Market Risk :
Market risk is the risk of loss of any future earnings, in realizable fair values or in future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short-term and long-term debt.
(c.1) Interest rate risk: Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations with floating interest rates.
The Company's management monitors the interest fluctuations, if any, and accordingly, take necessary steps to mitigate any interest rate risk.
Interest Rate sensitivity analysis:
A change (decrease/increase) of 100 basis points in interest rates at the reporting date would increase/(decrease) equity and profit before tax by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.
48.4 Fair value of financial assets and financial liabilities that are not measured at fair value (but fair value disclosures are required)
The Management considers that the carrying amount of financial assets and financial liabilities recognized in the financial statements approximate their fair values.
48.5 Offsetting of financial assets and financial liabilities
The Company has not offset financial assets and financial liabilities.
48.6 Fair value measurement
The Company measures financial instruments at fair value at each balance sheet date. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
In the principal market for the asset or liability, or In the absence of a principal market, in the most advantageous market for the asset or liability. The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their best economic interest.
The principle or the most advantageous market must be accessible by the Company. A fair value measurement of a non-financial asset takes into account a market participant's ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.
(i) The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notes raised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management that as at 31st March 2026 and 31st March 2025, there are no further amounts payable to / receivable from them, other than as disclosed above. The Company incurs certain costs on behalf of related parties. These costs have been allocated/ recovered from the related parties on a basis mutually agreed with them.
(ii) An extension of pari passu charge on a property owned by Dr. Agarwal's Eye Institute has also been provided to HDFC Limited and Axis Bank as a security in respect of the Term loan and Overdraft facility availed by the Dr Agarwal's Eye Hospital Limited.
(iii) Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashvin Agarwal and Dr. Agarwal's Eye Institute have provided personal guarantees for term loans taken by the Company.
(iv) The transactions with related parties are made on terms equivalent to and those applicable to all unrelated parties on arm's length transactions. The Company mutually negotiates and agrees transaction value and payment terms with the related parties by benchmarking the same to transactions with non-related parties. Outstanding trade and other receivable / trade and other payable balances are unsecured, interest free and require settlement in cash. No security has been received against these receivables / has been given against these payables. For the year ended 31st March 2026 and 31st March 2025, the Company has not recorded any impairment of receivables relating to amounts owed by related parties.
(i) Excludes gratuity and compensated absences which cannot be separately identifiable from the composite amount advised by the actuary.
(ii) The remuneration payable to key management personnel of Dr. Agarwal's Eye Hospital Limited and Dr. Agarwal's Health Care Limited is determined by the nomination and remuneration committee of the respective entities having regard to the performance of individuals and market trends.
(iii) There were no balances outstanding to be paid / received as at the year end.
(iv) The above remuneration for key managerial personnel does not include vehicle, communication expenses & other expenses.
(v) Since the figures are reported in crores, please note that '-' denotes NIL balance and ‘0’ denotes nominal figures.
(vi) All the figures disclosed above are excluding Goods and Service Tax
(vii) The Company initially measures the cost of Equity-settled transactions with employees using a black scholes model to determine the fair value of the liability incurred. The assumptions and models used for estimating fair value for share-based payment transactions are disclosed in Note 46.
Notes:
(i) The amounts outstanding are unsecured and will be settled in cash. There have been no instances of amounts due to or due from related parties that have been written back or written off or otherwise provided for during the year.
(ii) The rental deposit payable to related parties is presented at undiscounted amount and not at amortised cost as contained in Note 9.
51 Undisclosed Income
The Company does not have any transaction which are not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
52 Transactions with companies whose name is struck-off
The company has not entered into any transactions with entities whose name has been struck off under Section 248 of the Act or section 560 of Companies Act, 2013 as at 31st March 2026.
5_ During the year, in view of improved presentation, the Company has reassessed presentation of following:
A. Balances in payment wallets as at the reporting date have been reclassified under "Other financial assets - Current" which were earlier included in Cash and Cash equivalents amounting to Rs. 1.08 crores as at March 31, 2026 (Rs. 0.92 crores as at March 31, 2025).
B. Balances of certain Fixed deposits have been reclassified under "Other financial assets - Non-Current" which were earlier included in Bank balances other than cash and cash equivalents and Other financial assets - Current amounting to Rs. 1.45 crores as at March 31, 2026 (Rs. 1.23 crores as at March 31, 2025), based on their respective nature/maturity schedules.
C. Employee Dues have been reclassified under "Other financial liabilities" which were earlier included in " Trade payables" amounting to Rs. 5.71 crores as at March 31, 2026 (Rs. 5.35 crores as at March 31, 2025).
D. Gratuity payable has been reclassified under "Provisions - Current", which was earlier included in "Other current liabilities" amounting to Rs. 1.35 crores as at March 31, 2026 (Rs. 1.20 crores as at March 31, 2025).
The above changes do not impact recognition and measurement of items in the Financial Statements, and, consequentially, there is no impact on total equity and/ or profit (loss) for the current or any of the earlier periods. Neither is there any material impact on presentation of cash flow statement. Considering the nature of changes, the management believes that they do not have any material impact on the balance sheet at the beginning of the comparative period and, therefore, there is no need for separate presentation of third balance sheet.
54 Audit Trail & Backup of accounting records
The Company has assessed various IT applications used by it, in the nature of accounting and other related software considering the guidance provided in "Implementation guide on reporting on audit trail under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 (Revised 2024 edition)" issued by the Institute of the Chartered Accountants of India in February 2024.
Accordingly, the Company has used accounting software for maintaining its books of accounts which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year except that: For software used by the Company to maintain hospital management records which was migrated from Ideamed (‘legacy software') to Neo (‘new software') during the year: (a) there is no feature of recording audit trail in the legacy software; and (b) audit trail feature was not enabled for direct changes to data when using certain access rights, and was enabled for other changes on March 31, 2026, in respect of the new software.
a) Audit trail feature for a software (Oracle NetSuite) used by the Company to maintain accounting records, which is operated by a third-party software service provider, the management is not in possession of Service Organisation Controls (‘SOC’) report from the software service provider to determine whether audit trail feature for direct changes made to data using privilege / administrative access rights (a) was enabled, operated or tampered during the year; and (b) whether the audit trail were preserved as per statutory requirement for record retention.
b) Further, to the extent and for the period the audit trail feature was enabled and operated during the year, there was no instance of audit trail feature being tampered with. Additionally, the audit trail of relevant prior years has been preserved as per the statutory requirements for record retention to the extent it was enabled and recorded in respect of the financial years March 31, 2025, and March 31, 2024.
55 Other Disclosures
(i) The company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date.
(ii) The Company neither has any owned immovable property nor any title deeds of owned Immovable Property not held in the name of the Company.
(iii) During the financial year, the Company has not revalued any of its Property, Plant and Equipment, Right of Use Asset and Intangible Assets.
(iv) The Company has not granted any Loans or Advances to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013,) either severally or jointly with any other person, that are: (a) repayable on demand or (b) without specifying any terms or period of repayment.
(v) The Company does not have any intangible assets under development as at 31st March 2026 and 31st March 2025, and hence disclosure under Schedule III is not applicable.
(vi) There are no proceedings which have been initiated or pending against the company as at 31st March 2026 and 31st March 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
(vii) The Company has not been sanctioned working capital limits in excess of INR 5 crores, in aggregate, at any point of time during the year from banks or financial institutions on the basis of security of assets. Hence , the Company is not required to file quarterly returns or statement of current assets with banks or financial institutions.
(viii) The Company has not been declared as a wilful defaulter by any bank or financial Institution or other lender.
(ix) The Company does not have any charges or satisfaction yet to be registered with ROC beyond the statutory period, for the year ended 31st March 2026 and 31st March 2025.
(x) As at 31st March 2026, the Company has no subsidiaries and hence clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017 not applicable.
(xi) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall :-
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
(xii) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:-
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(xiii) The Company neither has traded nor invested in Crypto currency or Virtual Currency during the year ended 31st March 2026 and 31st March 2025.
|