M. Provisions, Contingent Liabilities and Contingent Assets
A provision is recognized when the enterprise has a present obligation (legal or constructive) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, in respect of which
a reliable estimate can be made. These are reviewed at each balance sheet date and adjusted to reflect the current management estimates.
If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows specific to the liability. The unwinding of the discount is recognized as finance cost.
Contingent Liabilities are disclosed in respect of possible obligations that arise from past events but their existence is confirmed by the occurrence or non¬ occurrence of one or more uncertain future events not wholly within the control of the Company.
A contingent asset is a possible asset that 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. Contingent Assets are not recognized till the realization of the income is virtually certain. However, the same are disclosed in the financial statements where an inflow of economic benefit is probable.
N. Revenue from Operations
Revenue includes the gross inflows of economic benefits. It is measured based on the consideration specified in the contracts with customers. Amounts collected on behalf of third parties such as goods and services taxes are not economic benefits which flow to the entity and do not result in increases in equity. Therefore, they are excluded from revenue.
Ind AS 115 establishes a comprehensive framework for determining whether, how much and when revenue is recognized. Under Ind AS 115, revenue is recognised when a customer obtains control of the goods or services. Determining the timing of the transfer of control - at a point in time or over a period of time requires judgement and facts / circumstances of transaction / income.
Contract liabilities
A contract liability is the obligation to provides services to a customer for which the Company has received consideration from the customer. If a customer pays consideration before the Company provides services to the customer, a contract liability is recognised when the payment is made. Contract liabilities are recognised as revenue when the Company performs under the contract.
O. Leases
Identifying leases
The Company accounts for a contract, or a portion of a contract, as a lease when it conveys the right to use an asset for a period of time in exchange for consideration. Leases are those contracts that satisfy the following criteria:
(i) There is an identified asset;
(ii) The Company obtains substantially all the economic benefits from use of the asset; and
(iii) The Company has the right to direct use of the asset.
The Company considers whether the supplier has substantive substitution rights. If the supplier does have those rights, the contract is not identified as giving rise to a lease.
In determining whether the Company obtains substantially all the economic benefits from use of the asset, the Company considers only the economic benefits that arise from use of the asset, not those incidentals to legal ownership or other potential benefits.
In determining whether the Company has the right to direct use of the asset, the Company considers whether it directs how and for what purpose the asset is used throughout the period of use. If there are no significant decisions to be made because they are pre-determined due to the nature of the asset, the Company considers whether it was involved in the design of the asset in a way that predetermines how and for what purpose the asset will be used throughout the period of use. If the contract or portion of a contract does not satisfy these criteria, the Company applies other applicable Ind AS rather than Ind AS 116.
The Company recognises Right-of-Use (ROU) assets and corresponding lease liabilities in accordance with Ind AS 116 - Leases. The lease term represents the non¬ cancellable period of the lease together with periods covered by an extension option, where the Company is reasonably certain to exercise such option, and periods
covered by a termination option, where the Company is reasonably certain not to exercise such option.
The determination of lease term requires management judgement and is reviewed at the end of the first year of the lease commencement and thereafter upon occurrence of any significant event or change in circumstances affecting the assessment of exercise of renewal or termination options. For Right-of-Use assets pertaining to Regional Resource Centres (RRCs), the lease term has been determined based on the latest assessment carried out by management in this regard.
P. Recognition of rental income, dividend income, interest income or expense
Rental income is recognised as part of other income in the Statement of Profit and Loss on a straight-line basis over the term of the lease except where the rentals are structured to increase in line with expected general inflation.
Dividend income is recognised in profit or loss on the date on which the Company's right to receive payment is established.
Interest income or expense is recognised using the effective interest method.
The 'effective interest rate' is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
Q. Income tax
Tax expense recognised in Statement of Profit and Loss comprises the sum of deferred tax and current tax. It is recognised in the Statement of Profit and Loss, except when it relates to an item that is recognised in OCI or directly in equity, in which case, the tax is also recognised in OCI or directly in equity.
(i) Current tax
Current tax comprises the expected tax payable or refund receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or refund receivable after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.
(ii) Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be used. Deferred tax assets - unrecognised or recognised, are reviewed at each reporting date and are recognised/ reduced to the extent that it is probable/ no longer probable respectively that the related tax benefit will be realised.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.
R. Events occurring after the Balance Sheet Date
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the Financial Statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.
S. Earning Per share
Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average numbers of the equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders of the Company and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
Diluted earnings per equity share is computed by dividing the net profit attributable to the equity holders of the Company by the weighted average number of equity shares considered for deriving basic earnings per equity share and the weighted average number of equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares. The dilutive potential equity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted as of the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independently for each period presented.
T. Cash flow statement
Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The Company segregate the cash flows in operating, investing and financing activities.
U. Segment reporting
In accordance with Ind AS 108 'Operating Segments', segment information has been given in the consolidated financial statements of the holding company.
V. Investment in subsidiaries, associates and joint ventures
Investments in subsidiaries, associates and joint ventures are measured at cost as per Ind AS 27 - Separate Financial Statements less accumulated impairment, if any as per Ind AS 36 Impairment of Assets.
W. Recent Accounting Standards and Pronouncements
The Ministry of Corporate Affairs has notified amendments to various Indian Accounting Standards through the Companies (Indian Accounting Standards) Amendment Rules, 2025 and the Companies (Indian Accounting Standards) Second Amendment Rules, 2025 as under:
• Amendments to Ind AS 1 and Ind AS 10: Classification
of Liabilities as Current or Non-current
These amendments are introduced to clarify the requirements on determining whether a liability is current or non-current and require new disclosures for non-current liabilities that are subject to future covenants. These amendments
apply for the annual reporting periods beginning on or after April 1, 2025, while certain amendments are effective for annual reporting periods beginning on or after April 1, 2026. The Company is in the process of assessing the impact of these amendments, which will be applied retrospectively in accordance with Ind AS 8. These amendments may particularly affect the classification and disclosures relating to non-current borrowings subject to future covenant compliance. Amendments to Ind AS 107 and Ind AS 7: Supplier Finance Arrangements.
• Amendments to Ind AS 21: The Effects of Changes in Foreign Exchange Rates (Lack of Exchangeability)
These amendments require assessing currency exchangeability and estimating exchange rates when currencies are not readily exchangeable and also requires specific disclosures viz. the nature and financial effects of the currency not being exchangeable, the spot exchange rates used, the estimation process, and the risks to which the entity is exposed because of the currency not being exchangeable. The amendment also lays down transition requirements, while specifically stating that an entity shall not restate
comparative information in applying Lack of Exchangeability. These amendments are effective from April 1, 2025; however, these amendments are not expected to have a material impact on the Company's financial statements as the Company's transactions are limited to currencies that are freely convertible and exchangeable, and management has assessed that no significant restrictions apply to its operations.
• Amendments to Ind AS 12: International tax reform—Pillar Two model rules
The amendments to Ind AS 12 have been introduced in response to the OECD's BEPS Pillar Two rules and include a mandatory temporary exception to the recognition and disclosure of deferred taxes arising from the jurisdictional implementation of the Pillar Two model rules and disclosure requirements for affected entities to help users of the financial statements better understand an entity's exposure to Pillar Two income taxes arising from that legislation. These amendments have no impact on the Company's financial statements as the Company is not in scope of the Pillar Two model rules.
Note:
1. The Company has assessed the recoverable amount of the investment made in its wholly owned subsidiary Nueclear Healthcare Limited ('NHL') as value in use, being the higher of Fair Value less Cost of Disposal and Value in Use. For the current period, NHL has reported growth in its operations. For the year ended March 31, 2026, NHL has reported profit before tax of H 5.80 crores. Also, NHL still has accumulated losses carried forward from the previous years and, hence the Company continues to assess the profitability and growth of NHL. The management does not foresee any further requirement of impairment of its investment made in NHL as at March 31, 2026, other than those already provided for in the books of account amounting to H 44.33 crores (31 March 2025 : H 44.33 crores).
Critical assumptions involved in the valuation are as follows:
(a) Discount rate: 20.90% (March 2025: 19.40%)
(b) Terminal growth rate: 4% (March 2025: 4%)
2. During the year, the company increased its shareholding in Thyrocare Laboratories (Tanzania) Limited from 50% to 57.25% on 1st April, 2025 thereby obtaining control over the entity. Accordingly, in accordance with Ind AS 110 Consolidated Financial Statements, Thyrocare Laboratories (Tanzania) Limited has been consolidated on a line- by-line basis with effect from April 1, 2025. Considering the valuation and cost per share before and after this acquisition remained same there is no impact in the statement of Profit & Loss and Other comprehensive income. The increase has led to reclassification of investment from joint venture to a subsidiary in current financial year. Further during the year, the company made an investment by subscribing to 1,68,746 Compulsorily Convertible Preference Shares (CCPS) of Thyrocare Laboratories (Tanzania) Limited at a price of TZS 10,000 per share. In the previous year ended March 31, 2025, the investment in Thyrocare Laboratories (Tanzania) Limited was accounted for as a joint venture.
The Company has, pursuant to the approval of the Board of Directors and shareholders, issued bonus equity shares in the ratio of 2:1 (i.e., two equity shares for every one equity share held) by capitalisation of an aggregate amount of H106.11 Crore out of its reserves, comprising Capital Redemption Reserve of H0.96 Crore, Securities Premium of H78.09 Crore and General Reserves of H27.06 Crore
(b) Rights, preferences and restrictions attached to equity shares
Equity shares have a face value of H 10. Each holder of equity shares is entitled to participate in dividends. The dividend proposed by the board of directors is subject to the approval of the shareholders in the annual general meeting. In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive remaining assets of the
Pledge of Shares and Dilution of Promoter Shareholding
API Holdings Limited ("API"), the Ultimate Holding Company of the Company, had previously raised funds through issuance of secured, unlisted, redeemable non-convertible debentures ("Old Debentures"). In connection with such borrowings, equity shares of the Company held by its promoter entity, Docon Technologies Private Limited ("Docon"), were pledged in favour of the debenture trustee.
During the year, API raised funds amounting to H1,700 crore through issuance of fresh secured, unlisted, redeemable non-convertible debentures ("New Debentures") for the purpose of refinancing the Old Debentures. The proceeds of the New Debentures have been utilised for redemption of the Old Debentures in full.
Pursuant to the refinancing:
• the existing pledge created over the shares of the Company for securing the Old Debentures has been released; and
• a fresh pledge has been created by Docon over such number of equity shares held by it in the Company, aggregating up to a maximum of 61% of the paid-up equity share capital of the Company, in favour of the debenture trustee for securing the New Debentures.
As at March 31, 2026, 9,69,69,696 equity shares of the Company, representing 60.92% of the paid-up equity share capital of the Company and 100% of the promoter shareholding in the Company, are pledged in favour of the debenture trustee for securing the New Debentures. The outstanding principal amount of the New Debentures stands at H1,080 crore, consequent to partial redemption.
During the year, Docon has also sold 53,32,860 equity shares of the Company through market trades on October 24, 2025, representing approximately 10% of the paid-up equity share capital of the Company. Pursuant to the aforesaid transaction, the promoter shareholding in the Company has reduced to 60.93% from 70.98% prior to the transaction. Docon continues to remain a promoter of the Company subsequent to such dilution.
Capital Reserve
Capital Reserve represents
a) amounts received in earlier years from the selling shareholder at the time of the IPO towards reimbursement of certain expenses and
b) fair value of trademark "Whaters" (subsequently disposed off) assigned by Dr. Arokiaswamy Velumani (Ex-promoter) in favour of the Company for no consideration.
Securities Premium
Securities Premium represents the premium received on issue of shares.
Share Option Outstanding Account
The Company has established various equity-settled share-based payment plans for certain categories of employees of the Company. The balance in the share option outstanding account represents the expenses recorded pursuant to the aforesaid schemes for which the options are not yet vested or exercised. (Refer note 35 for further details on these plans).
Equity Contribution by the Ultimate Holding Company reserve
API Holdings Limited (the 'Ultimate Parent Company') has established various equity-settled share-based payment plans for certain categories of employees of the Company. The respective employees are entitled to equity shares of the Ultimate Holding Company on exercising of options granted to them after completion of the vesting period, as per the plans. The Ultimate Holding Company is not charging any consideration towards reimbursement of the grant of options from the Company. The balance in the Equity Contribution by Ultimate Holding Company Reserve account represents the expenses recorded pursuant to the aforesaid schemes for which the options are not yet vested or exercised, as the same is considered as equity contribution by the Ultimate Holding Company. (Refer note 35 for further details on these plans).
General Reserve
General Reserve is used to record the transfer from retained earnings of the Company.
Capital Redemption Reserve
The Company bought back 9,58,900 equity shares for an aggregate amount of H 63.00 crores being 1.78% of the total paid up equity share capital, at an average price of H 656.90 per equity share. The equity shares bought back were extinguished on 12 October 2018 and 22 October 2018 and as per the provisions of the Companies Act, 2013, the Capital Redemption Reserve is used to record the reduction of the share capital of the Company on account of equity shares bought back out of the accumulated profits. It is created in accordance with the provisions of the Companies Act, 2013.
Retained Earnings
Retained Earnings represents the accumulated profits carried forward after adjusting for the appropriations as at the end of the year.
Issue of Bonus Shares
The Company has, pursuant to the approval of the Board of Directors and shareholders, issued bonus equity shares in the ratio of 2:1 (i.e., two equity shares for every one equity share held) by capitalisation of an aggregate amount of H106.11 crores out of its reserves, comprising Capital Redemption Reserve of H0.96 crores, Securities Premium of H78.09 crores and General Reserves of H27.06 crores.
34 Employee benefits
A. Defined contribution plans
The Company makes Provident Fund, ESIC and Maharashtra Labour Welfare Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. Amount for the year ended 31 March 2026 of H 4.79 crores (31 March 2025: H 4.87 Crore) is recognised as expense and included in Employee benefit expenses. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The Company does not expect any further liability other than the specified contributions. (Refer note 28)
Notes:
The sensitivity analysis 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.
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 method as applied in calculating the Defined Benefit Obligation as recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
35 Share-based payments
A. Description of share-based payment arrangements
The shareholders of the Company had approved the Thyrocare Employees Stock Option Scheme ("ESOS/ Scheme") in the Annual General Meeting ("AGM") held on September 26, 2015, which was subsequently modified in the AGM held on August 10, 2023. Pursuant to the said modification, the shareholders authorized the Board of Directors and/or the Nomination and Remuneration Committee to grant stock options to eligible employees until all remaining options under the ESOS are exhausted and the equivalent number of equity shares are issued and allotted.
Further, by way of special resolution passed through postal ballot (Notice dated October 23, 2024) on January 09, 2025, the shareholders approved the extension of ESOS to eligible employees of the Holding and/or Subsidiary Company(ies) of Thyrocare.
B. Measurement of fair values
The Management assessed that cash and bank balances, trade receivables, trade payables and other financial assets and liabilities approximate their carrying amounts largely due to short-term maturities of these instruments.
The fair value of investment in mutual funds is included at the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The fair value of the quoted investments/units of mutual fund scheme are based on net asset value at the reporting date as published by the mutual fund.
The following table provides the fair value measurement hierarchy of the Company's financial instruments which are measured at fair value:
Fair value of financial assets and liabilities measured at amortised cost is not materially different from the amortised cost. Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly, the fair value has not been disclosed separately.
C. Financial risk management
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The Board of Directors has established a Risk Management Committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the Board of Directors on its activities.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
The Company's audit committee oversees how management monitors compliance with the Company's risk management policies and procedures, and reviews the adequacy of the risk management framework in relation the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.
The Company has exposure to the following risks arising from financial instruments:
i. Credit risk
ii. Liquidity risk
iii. Market risk
i. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or a counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's trade and other receivables . The carrying amounts of financial assets represent the maximum credit risk exposure.
a) Trade and Other Receivables
Trade receivables are typically unsecured and are derived from revenue earned from customers located in India. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
The Company uses Expected Credit Loss model to assess the impairment loss as per simplified approach. The Company computes the expected credit loss allowance as per simplified approach for trade receivables based on available external and internal credit risk factors such as the ageing of its dues, market information about the customer and the company's historical experience for customers.
b) Loans and financial assets measured at amortized cost
Loans and advances given comprises inter company loans hence the risk of default from these companies is remote. The Company monitors each loans given and makes any specific provision if required.
c) Cash and cash equivalents and Bank balances other than cash and cash equivalents
The Company held cash and cash equivalent and Bank balances other than cash and cash equivalents of H 62.63 crores as at 31 March 2026 (31 March 2025 : H 51.98 crores). The same are held with banks. Also, Company invests its short term surplus funds in bank fixed deposit which carry no market risks for short duration, therefore does not expose the company to credit risk.
d) Others
Apart from trade receivables, loans and cash and bank balances, the Company has no other financial assets which carry any significant credit risk.
ii. Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial assets. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Exposure to liquidity risk
The following are remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.
Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the functional currency of Company. The functional currency for large number of transactions of the Company is H and majority of the customers the Company dealt with operate from India only. The Company receives almost all of its revenue from the domestic operations.
Exposure to currency risk
The summary quantitative data about the Company's exposure to currency risk as reported to the management is as follows.
Sensitivity analysis
A reasonably possible strengthening (weakening) of the H or US dollar at 31 March 2026 would have affected the measurement of financial instruments denominated in foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.
Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.
Exposure to Interest Rate Risk / Sensitivity
Company's interest rate risk arises from borrowings. The interest rate profile of the Company's interest-bearing financial instruments as reported to the management of the Company is as follows:
Pending resolution of the respective proceedings, it is not practicle 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 judgments/ decisions pending with various forums/ authorities.
The Company has reviewed all its pending litigations and proceedings and has adequately provided for matters where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position.
The Company has entered into Reagent Rental Arrangements for periods ranging from 2 - 7 years with some of its major reagent suppliers. As per the terms of the agreement, these reagent suppliers have placed the analysers / diagnostic equipments at no cost in the processing laboratory. The analysers / diagnostic equipments are programmed by the manufacturers to be used only against the reagent supplier's brand of reagent kits. The commitments as per these arrangements are either purchase commitments or rate commitments based on the workloads. The value of purchase commitments for the next financial year is H 52.23 crores (31 March 2025 : 85.71 crores) as per the terms of these arrangements.
* Amount less than H 0.01 crore Notes :
During the reporting period, the company conducted transactions with these related parties in the ordinary course of business. The transactions with related parties are made on terms equivalent to those that prevail in arm's length transactions. Outstanding balances at the year-end are unsecured and settlement occurs in cash.
39 Additional information to the financial statements a. Segment reporting
The Company is primarily engaged in the business of diagnostic services, which as per Ind AS 108 on 'Operating Segments', constitutes a single reporting business segment.
There are no material individual markets outside India and hence it has not disclosed information for geographical segments with respect to the segment revenues or results or assets. During the year ended 31 March 2026 and 31 March 2025, revenue from transactions with a single external customer did not amount to 10 percent or more of the Company's revenues from the external customers.
b. During the last financial year, the Company has made two business acquisitions in the diagnostic services sector. On 2 July 2024, the Company signed a Business Transfer Agreement (BTA) with Polo Labs Private Limited to acquire its diagnostic services business for a purchase consideration of H 4.26 Crore. The acquisition was recorded with H 1.22 Crore recognized as Goodwill, H 0.80 Crore for Brand name, H 0.69 Crore for Non-compete fees, H 0.45 for Software and H 1.10 Crore for net Fixed assets.
Subsequently, on 11 October 2024, the Company completed the acquisition of the business of diagnostic services of Vimta Labs Limited's for a purchase consideration of H 7 Crore. The acquisition was recorded with H 2.96 Crore recognized as Goodwill, H 2.34 Crore for Customer relationships, H 0.31 Crore for Non-compete fees and H 1.39 Crore for net fixed assets.
d. Capital Management
For the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to safeguard the Company's ability to remain as a going concern and maximise the shareholder value. The current capital structure of the Company is equity based with financing through borrowings. The Company is not subject to any externally imposed capital requirement. No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2026 and 31 March 2025. The net debt to equity ratio for the current year has decreased as a result of the borrowings repaid fully during the current year.
f. Effective 21 November 2025, The Government of India has consolidated multiple existing labour laws into an unified framework comprising four Labour Codes viz the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020, and the Occupational Safety, Health and Working Conditions Code, 2020 collectively referred to as the 'New Labour Codes'. The Ministry of Labour & Employment published draft Central Rules and FAQs to enable assessment of the financial impact due to changes in regulations.
The Company has assessed the incremental impact of these changes on the basis of the information available and actuarial valuation report obtained from an independent valuer, consistent with the guidance provided by the Institute of Chartered Accountants of India. Considering the materiality, its origination due to regulatory changes and non¬ recurring nature of this impact, the Company has presented such incremental impact as "Exceptional Items" in the audited standalone financial results for the year ended 31 March 2026. Accordingly the Exceptional Items includes of H 4.01 Crore as incremental impact of Gratuity arising primarily due to the change in the definition of wages.
Further Exceptional Items also include H 1.96 Crore which are non recurring costs associated with restructuring of capital during the year ended 31 March 2026.
g. Other Statutory Information:
(i) Details of benami property held
No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibitions) Act, 1988 and the rules made thereunder.
(ii) Relationships with struck off companies
The Company does not have any relationship with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
(iii) Registration of charges or satisfaction with Registrar of Companies
The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) Details of crypto currency or virtual currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the current or previous year.
(v) Utilisation of borrowings availed from banks and financial institutions
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 person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(vi) Undisclosed Income
The Company does not have any undisclosed income which is not recorded in the books of account that has been surrendered or disclosed as income during the year (previous year) 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.
(vii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or by any other lender.
(viii) Compliance with number of layers of companies
The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(ix) Compliance with approved scheme(s) of arrangements
The company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(x) Title deeds of immovable properties not held in name of the company
The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease arrangements are duly executed in favour of the lessee) are held in the name of the Company during the current and previous year.
(xi) Valuation of PPE, intangible assets and Investment property
The company has not revalued its property, plant and equipment (Including Right of use assets) or intangible assets during the current or previous year.
(xii) Audit trail:
The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021. The said proviso requires companies, which uses accounting software for maintaining its books of accounts, to use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of accounts along with the dates when such changes were made and ensuring that the audit trail cannot be disabled.
During the year ended 31 March 2026, the Company has used certain accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility, except that audit trail feature was not enabled at the database level in respect of one such accounting software to log any direct data changes. Further, to the extent enabled, audit trail feature has operated throughout the year for all relevant transactions recorded in the accounting softwares. Also, we did not come across any instance of audit trail feature being tampered with. Additionally, the audit trail of prior years has been preserved by the Company as per the statutory requirements for record retention to the extent it was enabled and recorded in respective years. Further, in respect of one other accounting software we are unable to assess all above aspects due to non-maintenance of logs with regards to the same in the system.
(xiii) Back up of books of account:
The Company has used certain accounting softwares for maintaining its books of account during the year ended March 31, 2026. In respect of 2 such softwares, we are unable to assess whether back-up of the books of account and other books and papers maintained in electronic mode, have been kept in servers physically located in India on a daily basis due to non-retention of backup beyond 7 days, as per the current Information Technology policy of the management.
(xiv) Borrowings secured against current assets
The Company does not have borrowings from banks or financial institutions on the basis of security of current assets.
As per our report of even date attached For M S K A & Associates LLP
(formerly known as MSKA & Associates) For and on behalf of the Board of Directors of
Chartered Accountants Thyrocare Technologies Limited
Firm's Registration No: 105047W/W101187 CIN - L85110MH2000PLC123882
Ojas D. Joshi Alok Kumar Jagnani Rahul Guha
Partner Director Chief Executive Officer
Membership No: 109752 DIN - 00644360 and Managing Director
DIN - 09588432
Vikram Gupta Brijesh Kumar
Chief Financial Officer Company Secretary
Membership No: A36070
Navi Mumbai, 7 May 2026 Navi Mumbai, 7 May 2026
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