(l) Provisions (other than employee benefits)
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).
Onerous contracts
A contract is considered to be onerous when the expected economic benefits to be derived by the Company from the contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision for an onerous contract is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before such a provision is made, the Company recognises any impairment loss on the assets associated with that contract.
(m) Financial instruments
a. Recognition and initial measurement
Trade receivables and debt securities issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Company becomes a party to the contractual provisions of the instrument.
A financial asset (except trade receivable) or financial liability is initially measured at fair value plus / minus, for an item not at fair value through profit and loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade receivable is initially measured at the transaction price.
b. Classification and subsequent measurement
Financial assets
On initial recognition, a financial asset is classified as measured at
- amortised cost;
- FVTPL
Financial assets are not reclassified subsequent to their initial recognition, except if and in the period the Company changes its business model for managing financial assets.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as 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.
All financial assets not classified as measured at amortised cost as described above are measured at FVTPL. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.
Financial assets: Business model assessment
The Company makes an assessment of the objective of the business model in which a financial asset is held at a portfolio level because this best reflects the way the business is managed and information is provided to management. The information considered includes the stated policies and objectives for the portfolio and the operation of those policies in practice. These include whether management’s strategy focuses on earning contractual interest income, maintaining a particular interest rate profile, matching the duration of the financial assets to the duration of any related liabilities or expected cash outflows or realising cash flows through the sale of the assets;
- how the performance of the portfolio is evaluated and reported to the Company's management;
- the risks that affect the performance of the business model (and the financial assets held within that business model) and how those risks are managed;
- how managers of the business are compensated - e.g. whether compensation is based on the fair value of the assets managed or the contractual cash flows collected; and
- the frequency, volume and timing of sales of financial assets in prior periods, the reasons for such sales and expectations about future sales activity.
Transfers of financial assets to third parties in transactions that do not qualify for derecognition are
not considered sales for this purpose, consistent with the Company’s continuing recognition of the assets.
Financial assets that are held for trading or are managed and whose performance is evaluated on a fair value basis are measured at FVTPL.
Financial assets: Assessment whether contractual cash flows are solely payments of principal and interest
For the purposes of this assessment, ‘principal’ is defined as the fair value of the financial asset on initial recognition. ‘Interest’ is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows are solely payments of principal and interest, the Company considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition. In making this assessment, the Company considers:
- contingent events that would change the amount or timing of cash flows;
- terms that may adjust the contractual coupon rate, including variable interest rate features;
- prepayment and extension features; and
- terms that limit the Company’s claim to cash flows from specified assets (e.g. non¬ recourse features).
A prepayment feature is consistent with the solely payments of principal and interest criterion if the prepayment amount substantially represents unpaid amounts of principal and interest on the principal amount outstanding, which may include reasonable additional compensation for early termination of the contract. Additionally, for a financial asset acquired at a significant discount or premium to its contractual par amount, a feature that permits or requires prepayment at an amount that substantially represents the contractual par amount plus accrued (but unpaid) contractual interest (which may also include reasonable additional compensation for early termination) is treated as consistent with this criterion if the fair value of the prepayment feature is insignificant at initial recognition.
Financial assets: Subsequent measurement and gains and losses
Financial liabilities: Classification.subsequent
measurement and gains and losses
Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified as at FVTPL if it is classified as held- for- trading, or it is a derivative or it is designated as such on initial recognition. Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognised in the statement of profit and loss. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognised in the statement of profit and loss. Any gain or loss on derecognition is also recognised in the statement of profit and loss.
c. Derecognition
Financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Company neither transfers nor retains substantially all of the risks and rewards of ownership and does not retain control of the financial asset.
If the Company enters into transactions whereby it transfers assets recognised on its balance sheet, but retains either all or substantially all of the risks and rewards of the transferred assets, the transferred assets are not derecognised.
Financial liabilities
The Company derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.
The Company also derecognises a financial liability when its terms are modified and the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with modified terms is recognised in the statement of profit and loss.
d. Offsetting
Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.
(n) Impairment
(i) Financial assets (other than at fair value)
The Company assesses at each date of balance sheet, whether a financial asset or a group of financial assets is impaired. Ind AS 109 - Financial Instruments requires expected credit losses to be measured though a loss allowance. The Company recognises lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing transaction. For all other financial assets, expected credit losses are measured at an amount equal to the twelve-month expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial asset has increased significantly, since initial recognition.
Allowance for credit losses on receivables
The Company determines the allowance for credit losses based on historical loss experience adjusted to reflect current and estimated future economic conditions. The Company considered current and anticipated future economic conditions relating to industries the Company deals with and the countries where it operates.
(ii) Non-financial assets Tangible and Intangible assets
Property, plant and equipment, capital work-in¬ progress and intangible assets with finite life are evaluated for recoverability whenever there is an indication that their carrying amounts may not be recoverable. If any such indication exists, the recoverable amount (i.e. higher of the fair value less
cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for cash generating unit (CGU) to which the asset belongs.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to it's recoverable amount. An impairment loss is recognised in the statement of profit and loss. In respect of assets other than Goodwill for which impairment loss has been recognised in prior periods, the Company reviews at each reporting date whether there is any indication that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. Such a reversal is made only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(o) Earnings / loss per share (EPS)
Basic earnings / loss per share is computed by dividing profit attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. Diluted earnings per share is computed using the weighted-average number of equity and dilutive equivalent shares outstanding during the period, using the treasury stock method for options and warrants, except where the results would be anti-dilutive.
(p) Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the standalone financial statements unless the possibility of an outflow of resources embodying economic benefits is remote.
Contingent liabilities and commitments are reviewed by the management at each balance sheet date.
(q) Cash flow statement
Cash flows are reported using the indirect method, whereby net profit / loss before tax is adjusted for the effects of transactions of a non-cash nature and any
deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregate. Bank overdrafts and investment in liquid mutual funds are classified as cash and cash equivalents for the purpose of cash flow statement, as they form an integral part of an entity's cash management.
(r) Cash and cash equivalents
Cash and cash equivalents include cash in hand, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less.
For the purpose of cash flow statement, cash and cash equivalent includes cash in hand, in banks, demand deposits with banks and other short-term highly liquid investments with original maturities of three months or less, net of outstanding bank overdrafts that are repayable on demand and are considered part of the cash management system.
(s) Investment in subsidiaries and joint ventures
(i) Initial recognition
The acquired investment in subsidiaries and joint ventures are measured at acquitions date fair value
(ii) Subsequent measurement
Investment in equity shares of subsidiaries and joint ventures are accounted either;
(a) at cost, or
(b) in accordance with IND AS 109,
financial instruments
The Company has elected to account its subsidiaries and joint ventures at cost less accumulated impairment losses, if any.
(t) Segment reporting
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses and for which discrete financial information is available. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Chairman of
the Company is responsible for allocating resources and assessing performance of the operating segments and accordingly is identified as the Chief Operating Decision Maker (CODM). The CODM evaluates the Company's performance and allocates resources on overall basis.
(u) Business combinations
In accordance with Ind AS 103, ""Business combinations"" the Company accounts for acquisitions of businesses using the acquisition method. The consideration transferred for the business combination is measured at fair value as at the date the net identifiable assets are acquired. Purchase consideration paid in excess of fair value of net identifiable assets acquired is recognised as goodwill. Any goodwill that arises is tested annually for impairment. Any gain on a bargain purchase is recognised in OCI and accumulated in equity as capital reserve if there exists clear evidence of the underlying reasons for classifying the business combination as resulting in a bargain purchase; otherwise the gain is recognised directly in equity as capital reserve. Transaction costs are expensed as incurred, except to the extent related to the issue of debt or equity securities.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships with the acquiree.
Any contingent consideration is measured at fair value at the date of acquisition. If an obligation to pay contingent consideration that meets the definition of financial instrument is classified as equity, then its not remeasured subsequently and settlement is accounted for within equity. Other contingent consideration is remeasured at fair value at each reporting date and changes in the fair value of the contingent consideration are recognised in the statement of profit and loss.
Business combination under common control Business combinations involving entities or businesses in which all the combining entities or businesses are ultimately controlled by the same party or parties both before and after the business combination and where that control is not transitory are accounted for as per the pooling of interest method.
The business combination is accounted for as if the business combination had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established; for this purpose, comparatives are revised. The assets and liabilities acquired are recognised at their carrying amounts. The identity of the reserves is preserved, and they appear in the consolidated financial statements of the Group in the same form in which they appeared in the financial statements of the acquired entity. The excess of the consideration over the net assets acquired is transferred to amalgamation deficit reserve. The excess of net assets acquired over the consideration is transferred to capital reserve.
(v) Exceptional items
Exceptional items refer to items of income or expense within the standalone statement of profit and loss from ordinary activities which are non-recurring and are of such size, nature or incidence that their separate disclosure is considered necessary to explain the performance of the Company.
4 Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standard or amendments to the existing standards under companies (Indian Accounting Standards) Rules as issued from time to time. For the year ended March 31, 2025, MCA has notified IND AS -117 Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions, applicable to the Company w.e.f. April 1,2024. The Company has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statements.
On May 9, 2025, MCA notifies the amendments to Ind AS 21 - Effects of Changes in Foreign Exchange Rates. These amendments aim to provide clearer guidance on assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable. The amendments are effective for annual periods beginning on or after April 1, 2025. The Company does not expect this amendment to have any significant impact in its standalone financial statements.
5 Property, plant and equipment and capital work-in-progress (Contd..)
5.1 Additions include:
- Directly attributable expenses capitalised of Rs. 143.89 million (31 March 2024: 11.19 million). Total borrowing cost capitalised (included in directly attributable expenses) is Rs. 80.46 million (31 March 2024: 5.25 million) relating to Lease Liability using a capitalisation rate of 10%.
- Government grant recognised at fair value as per Ind AS 20, accounting for government grants and disclosure of government assistance (refer note 19).
- Acquisition of plant and medical equipment through deferred payment settlement scheme is Rs. 94.84 million (31 March 2024: Rs. 24.48 million).
5 Property, plant and equipment and capital work-in-progress (Contd..)
(i) Project abandoned / temporarily suspended:
In the earlier years, the Company had recognised impairment aggregating to Rs. 835.46 million (including capital work-in progress, capital advances, right of use asset, security deposit and other committed costs) towards a greenfield project at leased premises in Gurugram which was temporarily suspended in the year ended 31 March 2022. During the previous year ended 31 March 2024, the underlying lease agreement had been terminated and the project was written-off pursuant to the resolution passed by the Board of the Directors of the Company. Further, the management had concluded that the other committed project cost of Rs. 39.05 million which was accrued earlier is no longer payable and had been written back in the Statement of profit and loss as exceptional items.
(ii) There were no projects that had exceeded its cost compared to its original budget as at 31 March 2025 and 31 March 2024. For capital work in progress, whose completion is over due as compared to its orginal plan.
- Acquisition of right of use of asset (plant and medical equipment) through deferred payment settlement scheme is H 31.09 million (31 March 24: Nil).
# During the previous year, the Company acquired the Leasehold rights from Nagpur Cancer Hospital and Research Institute Private Limited (NCHRI) with respect to the Land on which the hospital is constructed at Nagpur after obtaining requisite approvals from Nagpur Investment Trust (NIT). The original allotment of the Land to NCHRI by NIT had been challenged by Legal Heirs of the seller, which was acquired by NIT through the Land acquisition Scheme. The Challenge was upheld by the Collector of Nagpur without giving proper chance of being heard by the stakeholders. NIT had filed a writ petition with the Hon’ble High court of Bombay, Nagpur Bench, challenging the order of the Collector and had obtained a stay in the previous year. The Company also filed a Civil Application for Intervention and to add the Company as an Intervening party to the matter.
6 Right of use assets and lease liabilities (Contd..)
The matter was subjudiced in the previous year and given the fact the the Company is a Bonafide purchaser of rights in the Land by paying fair consideration , the Company believed that the above will not have any adverse impact on its rights to the lease-hold land.
During the year, the claimants filed representation letters with Hon’ble High court of Bombay, Nagpur Bench stating that they have no claims, including future claims on the hospital land and building. This representation shall ensure protection against any claims thereof. After taking into account such representation, the petition was allowed to be withdrawn by the Hon’ble High court of Bombay, Nagpur Bench via order dated 28 August 2024.
The Company has lease arrangements for leasehold rights of land, hospital buildings and medical equipments.
The aggregate depreciation expense on ROU for the year amounting to Rs. 334.01 million (31 March 2024: Rs. 256.85 million) is included in the "Depreciation and Amortisation expense" in the Standalone statement of Profit and Loss and Rs. 63.43 million (31 March 2024: 5.94 million) is capitalised to Capital work-in-progress.
Note (i): Pursuant to change in lease term and lease rentals for certain lease premises, the Company remeasured its lease liability with a corresponding adjustment to the Right-of use assets.
(ii) The Company recognised gain of Rs Nil (during the year ended 31 March 2024: Rs 0.17 million) on termination of lease contracts.
In respect of lease of immovable properties where the Company is the lessee, the lease agreements are duly executed in favour of the Company as at 31 March 2025 and 31 March 2024.
Commitments for leases not yet commenced: The Company has committed to lease hospital building for its upcoming projects. The potential future lease payments (on undiscounted basis) for such leases: Rs. 239.85 million over a lease period in the range of 9 years (as at 31 March 2024: 931.58 million).
6.2 Leases as lessor
Finance lease arrangements with subsidiaries
During the previous year ended 31 March 2024, the Company has also sub-leased hospital buildings and medical equipments to its subsidiary HCG KOLKATA CANCER CARE LLP (Formerly known as HCG EKO Oncology LLP). The term of lease entered into is 10 years. The Company recognised interest income of Rs. 41.11 million (for the previous year ended 31 March 2024 Rs 3.45 million) on lease receivables from this sub-lease.
8 Investments (Contd..)
8.1 During the current year, pursuant to the Share Purchase Agreement dated 28 June 2024 with Vizag Hospital And Cancer Research Centre Private Limited (VHCRPL) and its shareholders, the Company has acquired 51% equity shares of VHCRPL on 01 October 2024 for a consideration of Rs. 2,063.20 million and acquired the control of VHCRPL from 02 October 2024. Further as per the terms of the agreement the Company has committed to acquire an additional 34% of equity share capital of VHCRPL for a consideration of Rs.1,540 million (approx.) which is payable within 18 months from the date of first closing (i.e 01 October 2024). The consideration for the balance 15% of equity share capital will be determined as per the terms of the shareholder agreement. Both these transactions i.e 34% and 15% of equity shares have been accounted as 'Derivatives' and measured as fair value through the statement of profit or loss (Refer note 18)
The Company incurred Rs. 25.90 million towards legal and professional fees in respect of this business acquisition which was charged-off in the statement of profit and loss as Other expenses.
8.2 During the previous year, pursuant to the Share Purchase Agreement with Nagpur Cancer Hospital & Research Institute Private Limited (“NCHRI”) and its shareholders, the Company acquired 100% equity shares of NCHRI on 22 August 2023 for a consideration of Rs. 141 million. Hence, NCHRI became wholly owned subsidiary of the Company. Further, the Company also acquired remaining non-controlling interest in its subsidiary HCG NCHRI Oncology LLP (“HCG NCHRI”) on 22 August 2023 pursuant to the Partnership Transfer Agreement ("PTA") with Dr. Ajay Mehta and Dr. Suchitra Mehta dated 18 July 2023 for a consideration of Rs. 176 million, including deferred consideration of Rs. 42 million payable in 3 installments over the 18 month period. The fair value of the aforementioned consideration amounting Rs. 171.64 million was recognised as investment. The Company paid Rs. 134 million on 22 August 2023 and recognised Rs. 2.12 million as interest on deferred consideration under the finance cost. The balance of Rs.42 million was paid during the current year.
8.3 During the previous year, the Company acquired remaining partnership interest aggregating to 49.5% in HCG KOLKATA CANCER CARE LLP (Formerly known as HCG EKO Oncology LLP) as per the terms of Transfer of Partnership Interest Agreement dated 8 March 2024 for a consideration of Rs. 200 million. With this acquisition, HCG KOLKATA CANCER CARE LLP (Formerly known as HCG EKO Oncology LLP) become wholly owned subsidiary of the Company.
15.2 Rights, preferences and restrictions attached to equity shares
Fully paid equity shares, which have a par value of Rs.10, carry one vote per share and carry a right to dividends. The Company has only one class of equity share having a par value of Rs.10/- each. Holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amount. The distribution will be in proportion to number of equity shares held by the shareholders. Employee stock options and terms attached to stock options granted to employees are described in Note 38.
(i) During the current year, pursuant to the Share Purchase Agreement dated 28 June 2024 with Vizag Hospital And Cancer Research Centre Private Limited (VHCRPL) and its shareholders, the Company has acquired 51% equity shares of VHCRPL on 01 October 2024 for a consideration of Rs. 2,063.20 million and acquired the control of VHCRPL from 02 October 2024. Further as per the terms of the agreement the Company has committed to acquire an additional 34% of equity share capital of VHCRPL for a consideration of Rs.1,540 million (approx.) which is payable within 18 months from the date of first closing (i.e 01 October 2024). The consideration for the balance 15% of equity share capital will be determined as per the terms of the shareholder agreement. Both these transactions i.e 34% and 15% of equity shares have been accounted as 'Derivatives' and measured as fair value through the statement of profit or loss (Refer note 18)
The Company incurred Rs. 25.90 million towards legal and professional fees in respect of this business acquisition which was charged-off in the statement of profit and loss as Other expenses (refer note 29).
31 Exceptional items (Contd..)
(i) Year ended 31 March 2025
During the current year ended 31 March 2025, the recoverable amount of investments in HCG NCHRI Oncology LLP was estimated to be lower than its carrying value resulting into an impairment of Rs. 348.21 million. The Company has total investment of Rs 663.4 million and the total provision for impairment against the aforementioned investment of Rs 550.47 Million as at 31 March 2025
Year ended 31 March 2024
During the previous year ended 31 March 2024, the Company performed impairment assessment for all its investment. The recoverable amount of investments in HCG Manavata Oncology LLP was estimated to be lower (considering the future cash flows) than its carrying value given the decline in performance during the previous year and reduced growth rates during the forecast period, resulting into an impairment of Rs. 200 million. The Company has total investment of Rs 571.47 million and the total provision for impairment against the aforementioned investment of Rs 200 million as at 31 March 2024.
In the earlier years, the Company had recognised impairment aggregating to Rs. 835.5 million (including capital work-in progress, capital advances, right of use asset, security deposit and other committed costs) towards a greenfield project at leased premises in Gurugram. During the previous year ended 31 March 2024, the underlying lease agreement was terminated and the project was written-off. Further, the management concluded that the other committed project cost of Rs. 39.0 million which was accrued earlier was no longer payable and was written back in the statement of profit and loss as exceptional items.
Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.
Notes:
(i) (a) Excise Commissionerate-III, Bengaluru has passed Order against the Company adjudicating that the product Fluro-deoxy-
glucose ('FDG') is excisable and levied excise duty for the period under scrutiny from April 2009 to March 2014 of Rs. 6.80 million, interest on duty amount, penalty of Rs. 6.80 million, redemption fine of Rs.0.6 million in lieu of confiscation of goods not available. The order also imposed a penalty of Rs. 1 million on Dr. B.S.Ajaikumar, Executive Chairman of the Company. The Company has filed an appeal before CESTAT by paying Central Excise Duty of Rs.0.6 million and is positive of winning the case on the ground that FDG is not excisable as there is no specific entry in the Central Excise Tariff Act 1985. Further, even if it is excisable the same has to be classified under Chapter 30 which attracts excise duty at 6% and valuation of captively consumed FDG will reduce the demand.
(i) (b) Additional Commissionerate of Central Excise, Chennai, has passed the Order confirming the excisability on sale of FDG
for the period March 2013 to June 2015 levying excise duty of Rs. 6.57 million, interest on duty amount and penalty of Rs. 6.57 million. The Company is positive of winning the case on the ground that FDG is not excisable as there is no specific entry in the Central Excise Tariff Act 1985. Further, even if it is excisable the same has to be classified under Chapter 30 which attracts excise duty at 6% and valuation of captively consumed FDG will reduce the demand.
(ii) (a) HealthCare Global Vijay Oncology Private Limited which got merged with HCG effective from April 1, 2015, has undergone
Departmental VAT audit for the period from 2011-12 to 2014-15 and noted that the Company has not charged & paid VAT on supply of food to patients and raised a AP-VAT demand of Rs. 2 million. Further, the Deputy Commercial Tax Officer, Vijayawada has passed the Penalty Order for Rs. 0.5 million against the above AP-VAT Audit Order. The Company has filed an writ petition before Andhra Pradesh High Court by paying Rs.0.4 million VAT amount to department.
The Company is positive of winning the case on the ground that various High Courts in India have ruled that the supply of food to patient is pursuant to provision of medical service and is not a sale of goods.
33 Contingent liabilities (Contd..)
(ii) (b) Healthcare Global Enterprises Limited assessment for Karnataka Value Added Tax (VAT) has been done for FY 2013-14 to FY 2016-17 wherein demand of Rs. 33.02 million has been raised. The demand has mainly arisen on account of differential rate of tax on canteen income, denial of input credit, wrongly taxing other income and ignoring the details of sales / sales returns. The entire demand has been recovered from the Company. Presently, appeals for FY 2015-16 and FY 2016-17 are pending before Joint Commissioner, Department of Commercial Taxes.
With respect to FY 2013-14 and 2014-15, the appeal filed by the Company before Karnataka Appellate Tribunal ('KVAT Tribunal') was dismissed ex-parte by the KVAT Tribunal due to non-appearance of the Company's counsel, vide Order dated 14 July 2022. However, the Company could not be present on the date of hearing nor make any representation as both the Company and its Counsel did not receive any intimation regarding the hearing. Subsequently in December 2022, the Company has filed an application before the KVAT Tribunal for restoration of the appeal. KVAT Tribunal vide order dated 03 April 2023 allowed the application and restored the appeal to its original form.
The Company believes that the VAT demand will be dropped and there would be no adverse impact in the financial statements.
(ii) (c) Gujarat Value Added Tax (VAT) assessment has been closed for FY 2014-15, FY 2015-16 and FY 2016-17 wherein
demand of Rs. 7.84 Million, Rs. 3.58 million and Rs. 1.52 million have been raised. The Company being aggrieved, has filed an appeal for the above years on the ground that Sales Tax is not applicable on IP sales and there is no mismatch in ITC taken by the Company. The Company has paid Rs. 1.30 million as pre-deposit against these orders. Currently, the appeal against the order is pending before the Deputy Commissioner of State Tax.
(iii) (a) The Company’s assessment for Central Sales Tax (CST) was done for FY 2014-15, FY 2015-16 and FY 2016-17 wherein
demand of Rs. 9.46 million was raised. The demand has mainly arisen on account of non-submission of ‘F’ Forms before the AO. Though, demand has arisen, it is to be noted that the transactions has been reported correctly and it is mere a procedural challenge leading to the demand. Entire demand has been recovered from the Company. Currently, the cases are pending before the Deputy Commissioner of Commercial Taxes. The Company does not expect any adverse impact on the standalone financial statements.
(iii) (b) During the previous year, a GST demand of ^6.95 million was raised against the Company in relation to corporate guarantee
services provided to its subsidiaries for the financial year 2017-18. During the current year, the Company has paid the tax before 31 March 2025 under the amnesty scheme. As a result, this litigation is considered settled.
(iv) The Company has availed benefit of custom duties on import of capital goods through Export Promotion and Capital Goods (EPCG) licenses against export obligations to be fulfilled within stipulated time period as per Foreign Trade Policy. Should the Company not be able to fulfill its export obligations within the stipulated time period, it will be liable to pay the duty benefit availed, along with other levies, if applicable, which may be levied on evaluation of facts and circumstances by the respective authorities.
(v) Possible claim against the Company relate to disallowance of expenditure relating to capital projects which have been abandoned. Having regard to various judicial decisions on the similar matters, the management including its tax advisors expect that its position will likely be upheld on ultimate resolution. Further, against few other allowances / disallowances, there could be possible claims which management does not expect to be material.
(vi) The Payment of Bonus (Amendment) Act, 2015 (hereinafter referred to as the Amendment Act, 2015) has been enacted on 31 December 2015, according to which the eligibility criteria of salary or wages has been increased from Rs.10,000 per month to Rs.21,000 per month (Section 2(13)) and the ceiling for computation of such salary or wages has been increased from Rs.3,500 per month to Rs.7,000 per month or the minimum wage for the scheduled employment, as fixed by the appropriate government, whichever is higher. The reference to scheduled employment has been linked to the provisions of the Minimum Wages Act, 1948. The Amendment Act, 2015 is effective retrospectively from 1 April 2014. Based on the same, the Company has computed the bonus for the year ended 31 March 2015 which amounts to Rs.9.98 million.
The Company has taken a position that the stay granted by the two High Courts of India on the retrospective application of the amendment would have a persuasive effect even outside the boundaries of the relevant states and accordingly no provision is currently required.
33 Contingent liabilities (Contd..)
(vii) The Company is involved in other disputes, law suits and other claims including commercial matters which arise from time to time in the ordinary course of business. The Company believes that there are no such pending matters that are expected to have any material adverse effect on the financial statements.
(viii) The Company has given letter of support to its subsidiary entities, namely HealthCare Global Senthil-Multi Specialty Hospital Private Limited, Niruja Product Development and Healthcare Research Private Limited, HCG (Mauritius) Private Limited, HCG Oncology LLP, HCG Oncology Hospitals LLP (formerly, Apex HCG Oncology Hospitals LLP), BACC HealthCare Private Limited, HCG NCHRI Oncology LLP, Nagpur Cancer Hospital & Research Institute Private Limited, HCG KOLKATA CANCER CARE LLP (Formerly known as HCG EKO Oncology LLP), HCG RAJKOT HOSPITALS LLP (Formerly known as HCG Sun Hospitals LLP), HCG Manavata Oncology LLP and Suchirayu Health Care Solutions Limited. Under the letter of support, the Company is committed to provide operational and financial assistance as is necessary for the subsidiary entities to enable them to operate as going concern for a period of at least one year from the reporting date i.e. from 24 May 2025.
(ix) The Hon’ble Supreme Court has, in a recent decision dated 28 February 2019, ruled that special allowance would form part of wages for computing the Provident Fund (PF) contribution. The Company keeps a close watch on further clarifications and directions from the respective department based on which suitable action would be initiated, if any.
36 Segment information
Ind AS 108 “Operating Segment” (“Ind AS 108”) establishes standards for the way that public business enterprises report information about operating segments and related disclosures about products and services, geographic areas, and major customers. Based on the "management approach" as defined in Ind AS 108, Operating segments are to be reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).The CODM evaluates the Company's performance and allocates resources on overall basis. The Company’s sole operating segment is therefore ‘Medical and Healthcare Services’. Accordingly, there are no additional disclosure to be provided under Ind AS 108, other than those already provided in the financial statements.
Geographical information
Geographical information analyses the Company's revenue and non-current assets by the Company's country of domicile (i.e. India) and other countries. In presenting the geographical information, segment revenue has been presented based on the geographical location of the customers and segment assets has been presented based on the geographical location of the assets.
Defined plan asset
Plan assets consist of assets held in a 'long-term benefit fund' for the sole purpose making future benefit payments when they fall due. Plan assets include qualifying insurance policies and not quoted in the market.
The actual return on plan assets was Rs. 0.09 Million (for the year ended 31 March 2024: Rs. 0.09 Million).
Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase and employee attrition. The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
37 Employee benefit plans (Contd..)
The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation 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 the 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 recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
The average duration of the defined benefit obligation as at 31 March 2025 is 4.87 years (as at 31 March 2024: 5.12 years)
Each actuarial assumption made in the measurement of the defined benefit obligation is a source of risk. There are additional risks which can have an adverse impact on the plan, but are not allowed for in the measurement of the defined benefit obligation, such as liquidity and counterparty default risks. Some of the most significant risks are listed below.
Discount rate: Variations in discount rate don't affect the level of benefits under the plan. However, it is still a very significant assumption as it does affect the discount due to time value of money. A fall in discount rate will increase the present value of the obligation.
Salary increases: Since the plan benefits are linked to final salary, higher than expected salary increases will increase the cost of benefits under the plan. An increase in the salary escalation assumption will increase the present value of the obligation.
Attrition rates: Deviations in actual attrition experience compared to the attrition assumption will change the level of benefits and therefore the cost of those benefits. A change in the attrition assumption will also affect the present value of the obligation.
Regulatory risk: Since the minimum benefits under the plan are set by law, there is risk that a change in law could require the employer to pay higher benefits, increasing the cost as well as the present value of obligation.
38 Share-based payments
A Employee share option plan of the Company
(a) ESOP 2014
Pursuant to the shareholders' approval in the extraordinary general meeting held on 28 March 2014, the Board of Directors formulated the Scheme titled “Employee Stock Option Scheme 2014"" (ESOP 2014). The ESOP 2014 allows the issue of options to employees of the Company and its subsidiaries. Each option comprises one underlying equity share.
As per the Scheme, the Remuneration Committee grants the options to the employees deemed eligible. The Exercise Price shall be a price that is not less than the face value per share per option. Options Granted under ESOP 2014 would vest not less than one year and not more than five years from the date of Grant of such Options. Vesting of Options would be a function of continued employment with the Company (passage of time) and achievement of performance criteria as specified by the Nomination and Remuneration Committee as communicated at the time of grant of options. The option holders may exercise those options vested within a period as specified which may range upto 10 years from the date of grant.
Upon ESOP 2021 becoming effective, no further stock option grants will be made under ESOP 2014. However, all the employee stock options already granted under this Scheme shall be eligible for being vested and exercised as per the terms of ESOP 2014.
(b) ESOP 2021
Pursuant to the shareholders' approval vide their special resolution passed through postal ballot on 23 May 2021, the Board of Directors formulated the Scheme titled “Employee Stock Option Scheme 2021"" (ESOP 2021). The ESOP 2021 allows the issue of options to employees of the Company and its subsidiaries. Each option comprises one underlying equity share. Under the Scheme, a maximum of 6,267,000 Options can be granted.
As per the Scheme, the Nomination and Remuneration Committee (NRC) grants the options to the employees deemed eligible subject to fulfillment of such eligibility criteria(s) as may be specified in the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (“SEBI (SBEB) Regulations”) and/or as may be determined by NRC from time to time. Exercise Price for the purpose of grant of options shall be as decided by the NRC, subject to a minimum of the face value per share. The vesting of an option would also be subject to the terms and conditions as may be stipulated by the NRC from time to time including but not limited to performance of the stock of the Company, performance of the employees, their continued employment with the Company / its subsidiaries, as applicable. The vesting period shall commence any time after the expiry of one year from the date of the grant of the options to the employee and shall end over a maximum period of 7 years from the date of the grant of the options. The options could vest in tranches. The exercise period may commence from the date of vesting and the vested options would be eligible to be exercised on the vesting date itself or any time after vesting in terms of the ESOP Scheme. The options will lapse if not exercised within the specified exercise period. The number of stock options and terms of the same made available to employees (including the vesting period) could vary at the discretion of the NRC.
38 Share-based payments (Contd..)
** The above figure include options granted to employees of the subsidiaries.
The weighted average share price at the date of exercise for share options exercised during the year ended 31 March 2025 is Rs. 390.42 (31 March 2024: Rs. 334.24).
The options outstanding at the end of the reporting period has exercise price in the range of Rs. 10 to Rs. 200 (31 March 2024: Rs. 10 to Rs. 200) and weighted average remaining contractual life of 3.40 years (31 March 2024: 4.82 years).
For details of amendments made to ESOP Scheme 2021, refer note 49
D For details of expense recognised in statement of profit and loss, please refer note 26 and for details of movement in share options outstanding account refer note 16.2.
The Company's principal financial liabilities, comprise loans and borrowings, lease liabilities, trade and other payables. The main purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to support its operations. The Company's principal financial assets include loans, trade and other receivables and cash and short-term deposits that derive directly from its operations.
The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risks which may adversely impact the fair value of its financial instruments.
(i) Risk management framework
The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The focus of risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse effects on the financial performance of the Company.
(ii) 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. The Company is exposed to the credit risk from its trade receivables, security deposit, investments, cash and cash equivalents, bank deposits and loans. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.
40 Financial risk management (Contd..)
a) Trade and other receivables
Trade receivables are unsecured comprise a widespread customer base. Company assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set for patients without medical aid insurance. Services to customers without medical aid insurance are settled in cash or using major credit cards on discharge date as far as possible. Credit Guarantees insurance is not purchased.
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward looking information wherever required. The expected credit loss allowance is based on the ageing of the receivables from their expected period of recovery and the rates as derived as per the trend of trade receivable ageing of previous years.
No single customer accounted for more than 10% of the revenue as of 31 March 2025 and 31 March 2024. There is no significant concentration of credit risk.
Details of geographic concentration of revenue is included in note 36 to the financial statements
b) Investments and cash deposits
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non- performance by these counter-parties, and does not have any significant concentration of exposures to specific industry sectors.
(iii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to 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.
The Company’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In addition, processes and policies related to such risks are overseen by senior management. Also refer note 41.
(iv) Market risk:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices, such as foreign exchange rates, interest rates and equity prices.
(a) Foreign currency risk
The Company’s exchange risk arises mainly from its foreign currency borrowings. As a result, depreciation of Indian rupee relative to these foreign currencies will have a significant impact on the financial performance of the Company. The exchange rate between the Indian rupee and these foreign currencies has changed substantially in recent periods and may continue to fluctuate substantially in the future.
(i) Exchange rates exposure are managed within approved policy parameters. The following table presents discounted foreign currency risk from financial instruments as of 31 March 2025 and 31 March 2024:
The Company manages its capital to ensure that the Company will be able to continue as going concerns while maximising the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of net debt (borrowings offset by cash and bank balances) and total equity of the Company. Also refer note 50.
43 Due to Micro, Small and Medium Enterprises (refer note 21)
The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2025 and 31 March 2024 have been made in the financial statements based on information received and available with the Company. Further in view of the management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro, Small and Medium Enterprises Development Act, 2006 (‘The MSMED Act’) is not expected to be material. The Company has not received any claim for interest from any supplier.
D Managerial remuneration:
For the financial year ended 31 March 2025
The managerial remuneration for the year ended 31 March 2025 was approved by the Nomination and Remuneration Committee, the Board of Directors and is in accordance with the limits prescribed under Section 197 read with Schedule V to the Companies Act, 2013 considering the approval of the Shareholders of the Company through special resolution obtained on 25 June 2023 in respect of remuneration to Dr. B S Ajaikumar, Meghraj Arvindrao Gore and Anjali Ajaikumar Rossi.
During the year ended 31 March 2025, Aceso Company Pte. Ltd, the promoter of the Company, through its parent Aceso Investment Holdings Pte. Ltd. (“AIHPL”) has proposed making bonus payment directly to certain key managerial personnel and employees of the Company (“Identified Employees”) without the Company being party to such arrangement subject to such conditions as AIHPL may determine in sole discretion, as consideration for the Identified Employees performing their duties and enhancement of shareholder value. Bonus will be paid by AIHPL to the KMPs and Identified Employees after deducting the applicable taxes. There is no financial obligation on the Company pursuant to this payout. The proposed transaction was duly approved by the Board of Directors of the Company in their meeting held on 21 February 2025 and by shareholders of the Company through postal ballot on 27 April 2025 pursuant to the provisions of Regulation 26(6) and other relevant provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
For the financial previous year ended 31 March 2024
The managerial remuneration for the previous year ended 31 March 2024 was approved by the Nomination and Remuneration Committee, the Board of Directors and is in accordance with the limits prescribed under Section 197 read with Schedule V to the Companies Act, 2013 considering the approval of the Shareholders of the Company through special resolution obtained on 25 June 2023 in respect of remuneration to Dr. B S Ajaikumar, Meghraj Arvindrao Gore and Anjali Ajaikumar Rossi.
44. Related Party Disclosures (Contd..)
E Interest on capital contribution in subsidiary LLPs: While the Company is entitled to charge interest on its capital contribution made in excess of its share as per the terms of the underlying agreements, such income from HCG Kolkata Cancer Care LLP (Formerly known as HCG EKO Oncology LLP) amounting to Rs. Nil as at 31 March 2025 and Rs. 117.67 million as at 31 March 2024 and from HCG NCHRI Oncology LLP amounting to Rs. Nil as at 31 March 2025 and Rs. 44.32 million as at 31 March 2024 is not recognised in these financial statements in view of uncertainties in timely recovery of such amounts.
F All transactions are made on normal commercial terms and conditions and are at arm's length price except purchase of oncology business from HCG NCHRI Oncology LLP during the year (refer note 45.1) wherein the transaction value is other than fair value and approved by the Board of the Directors of the Company on 09 November 2024
45 Business Combinations
45.1 Business Combination under common control
a) The Board of the Company, in their meeting held on 9 November 2024, has approved transfer of the oncology and hospital business at Nagpur from HCG NCHRI Oncology LLP to the Company by way of a slump sale for purchase consideration of Rs. 188.37 million, effective 01 December 2024 (refer note 44). HCG NCHRI Oncology LLP is a hospital was incorporated on 03 September 2014 and offering specialized services in cancer treatment.
As the transaction is a business combination under common control, the acquisition has been accounted under the 'pooling of interests' method in accordance with Appendix C of Ind AS 103 'Business Combinations' and comparatives have been restated for the said transactions as if business combination had occurred from the beginning of preceding periods i.e., 01 April 2023. The assets and liabilities transferred is accounted at the carrying value.
a) The Board of Directors of the Company, in their meeting held on 9 November 2024, has approved sale of the diagnostic business by the brand name of Triesta and the PET-CT & Cyclotron business located at Chennai from the Company to HCG NCHRI Oncology LLP by way of a slump sale for sale consideration of Rs.1,346 million, effective 01 December 2024 (refer note 44). The Company has recognised a loss of Rs. 16.16 million on the sale of the aforesaid, refer below for the net assets transferred as part of the slump sale.
During the previous year ended 31 March 2024, pursuant to the Business Transfer Agreements (“BTA”) with SRJ Health Care Private Limited and Amrish Oncology Services Private Limited, the Company had acquired their comprehensive cancer care centre and Radiation unit / centre respectively in Indore on slump sale basis on 3 October 2023. As per the terms of the BTA, the Company had paid upfront consideration aggregating to Rs. 450 million. The BTA also provides for contingent consideration to be paid after 12 months from the date of acquisition for a maximum of upto Rs. 160 million. The amount of contingent consideration was dependent upon the achievement of financial performance of the business acquired.
Date of business combination - The acquisition was completed on 3 October 2023.
The acquisition had contributed revenue of Rs. 121.82 million and loss after tax of Rs. 20.97 million for the period between the acquisition date and 31 March 2024. Statutory financial statements of the acquiree were not available for the period from 01 April 2023 till the date of acquisition and hence it was impracticable to disclose revenue and profit or loss of the acquiree for the current reporting period as if the business combination had occurred on 01 April 2023.
a) Business combination
The above transaction had qualified as a business combination as per Ind AS 103 - "Business Combinations" and was accounted by applying the acquisition method wherein identifiable assets acquired, liabilities assumed were fair valued against the fair value of the consideration transferred and the resultant goodwill was recognised.
i) Property, plant and equipment: Cost approach (reproduction cost method) had been adopted to estimate the fair value of Property, plant and equipment.
ii) Intangible assets: Non-compete had been valued using the Lost profit Method. The projected revenues and operating expenses were estimated in a “With” and “Without” scenario for the non- compete agreement, and the differential between the profits from the two scenarios serves as the basis for estimating fair value. Non-compete had a useful life of 3 years.
iii) Goodwill is attributable to the synergies expected to be achieved from this acquisition. Goodwill was not tax deductible.
iv) Trade receivables: Fair value and the gross contractual amounts due of the acquired trade receivables as at the acquisition date was Rs. 0.42 million.
v) Contingent consideration: Contingent consideration was linked to pre-determined EBITDA margin (at 14.25%) over the forward 12 months revenue in excess of Rs. 316 million from the acquisition date. Contingent consideration was capped to a maximum of Rs. 160 million. The management had determined the fair value of contingent consideration as at the acquisition date of Rs. 26.30 million. In determining the fair value, the risk adjusted revenues for forward 12 months' revenue from the acquisition date were estimated using a Monte Carlo Simulation model. The undiscounted contingent consideration payable based on expected revenue is then present valued using the discount rate of 11.7 % to arrive at the fair value of contingent consideration. During the period, interest of Rs. 1.52 million was accrued as a result of which the contingent consideration had increased to Rs. 27.82 million as at 31 March 2024.
c) The Company had incurred Rs. 11.72 million towards legal and professional fees in respect of this business acquisition
which had been charged-off in the Statement of profit and loss as Other expenses.
47 Other statutory information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) During the year ended 31 March 2025, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(v) During the year ended 31 March 2025, no funds have been received by the Company from any persons or entities, including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not made any private placement of shares or fully or partly convertible debentures during the year.
(vii) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year ended 31 March 2025 in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(viii) The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.
(ix) The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
(x) The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during the year ended 31 March 2025.
(xi) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year ended 31 March 2025.
48 During the year the Board of Directors of the Company had approved share purchase agreement (SPA) dated 23 February2025 between Aceso Company Pte. Ltd. (‘Seller’), Hector Asia Holdings II Pte. Ltd. (‘Purchaser 1’) and KIA EBT II Scheme 1 (‘Purchaser 2’) (Purchaser 1 and Purchaser 2 collectively, ‘Purchasers’) and the Company, for the sale of upto 54% of the diluted voting share capital of the Company from Seller to the Purchasers. Hector Asia Holdings II Pte. Ltd. is an affiliate of funds, vehicles and/ or entities managed and/or advised by Kohlberg Kravis Roberts & Co. L.P., which is an indirect subsidiary of KKR & Co. Inc.
Pursuant to the SPA, the Purchasers have agreed to purchase from the Seller, the equity shares of the Company held by Seller equivalent up to 54.00% of the diluted voting share capital of the Company in two tranches, with an upfront acquisition of 51.00% of the diluted voting share capital of the Company at a price of Rs.445 per share and transfer the control of the Company from Seller to Purchasers. This transaction is subject to various regulatory approvals.
49 During the year ended 31 March 2025, Board of Directors of the Company has approved amendment to the ESOP 2021 Scheme at their meeting held on 21 February 2025 and the same was approved by the shareholders of the Company through postal ballot on 27 April 2025. This provides an option to surrender up to maximum of 1,619,741 employee stock options (“Relevant ESOPs”) held by option holders (“Relevant Option Holder”) that have vested prior to or immediately following the Trade Sale (as defined in the grant letter) and provide them cash for such amount which is the lower of (i) the per share price at which a shareholder has a right to tender shares in any mandatory public offer prevailing at the time less exercise price of the Option, and (ii) per share value of Rs.495 less the exercise price of the Option in accordance with the terms of the ESOP letters / agreement to be entered into between the Company and the Relevant Option Holder. The impact of this post balance sheet event has not been given effect in this financial statements for the year ended 31 March 2025.
Explanatory note:
(i) Due to additional borrowings availed during the current year.
(ii) Due to a increase in exceptional items arising from the impairment of investment in HCG NCHRI Oncology LLP, the net profit ratio decreased significantly
(iii) Due to a increase in exceptional items arising from the impairment of investment in HCG NCHRI Oncology LLP the return on equity ratio decreased significantly
(iv) On account of additional borrowings the average working capital in the current year has reduced resulting in high net capital turnover ratio. The increase also pertains to increase in the revenue from operations.
The accompanying notes are an integral part of these standalone financial statements As per our reports of even date attached
for B S R & Co. LLP for and on behalf of the Board of Directors of
Chartered Accountants HealthCare Global Enterprises Limited
Firm's registration number: 101248W/W -100022
Vikash Gupta Dr. B.S. Ajaikumar Meghraj Arvindrao Gore Anjali Ajaikumar Rossi
Partner Executive Chairman Chief Executive Officer Director
Membership number: 064597 DIN: 00713779 DIN: 08057112
Place : Bengaluru Place : Bengaluru Place : Geneva
Date : 24 May 2025 Date : 24 May 2025 Date : 24 May 2025
Ruby Ritolia Sunu Manuel
Chief Financial Officer Company Secretary
Place : Bengaluru Place : Bengaluru Place : Bengaluru
Date : 24 May 2025 Date : 24 May 2025 Date : 24 May 2025
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