2.23 Provisions, Contingent Liabilities and Contingent Assets
A provision is recognised when the Company has a present obligation (legal or constructive) as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions are determined based on
the best estimate required to settle the obligation at the balance sheet date and measured using the present value of cash flows estimated to settle the present obligations (when the effect of time value of money is material). These are reviewed at each reporting date and adjusted to reflect the current best estimates.
Contingent liability is disclosed for
(i) Possible obligations which will be confirmed only by future events not wholly within the control of the Company or
(ii) Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.
The Company does not recognise a contingent liability but discloses its existence in the Financial Statements. Contingent assets are only disclosed when it is probable that the economic benefits will flow to the entity.
2.24 Insurance claims
Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that the amount recoverable can be measured reliably and it is reasonable to expect ultimate collection.
2.25 Financial Instruments Initial Recognition
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss (FVTPL)) are added to or deducted from the fair value measured on initial recognition of financial asset or financial liability. The transaction costs directly attributable to the acquisition of financial assets and financial liabilities at fair value through profit and loss are immediately recognised in the statement of profit and loss.
2.25.1 Financial Assets
(a) Recognition and initial measurement
(i) The Company initially recognises loans and advances, deposits and subordinated liabilities on the date on which they originate. All other financial instruments (including regular way purchases and
sales of financial assets) are recognised on the trade date, which is the date on which the Company becomes a party to the contractual provisions of the instrument. A financial asset or liability is initially measured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.
(b) Classification of financial assets
On initial recognition, a financial asset is classified to be measured at amortised cost, fair value through other comprehensive income (FVTOCI) or FVTPL.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated at FVTPL:
• The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
For the impairment policy in financial assets measured at amortised cost, refer Note 2.25.1(e)
A debt instrument is classified as FVTOCI only if it meets both of the following conditions and is not recognised at FVTPL:
• The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and
• The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.
All other financial assets are subsequently measured at fair value.
(c) Effective interest method
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all
fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or where appropriate, a shorter period, to the gross carrying amount on initial recognition.
I ncome is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognised in profit or loss and is included in the "Other Income" line item.
(d) Financial assets at fair value through profit or loss (FVTPL)
Debt instruments that do not meet the amortised cost criteria or FVTOCI criteria (see above) are measured at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.
A financial asset that meets the amortised cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Company has not designated any debt instrument as at FVTPL.
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset and is included in the 'Other income' line item. Dividend on financial assets at FVTPL is recognised when the Company's right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.
(e) Impairment of financial assets
The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, debt instruments at FVTOCI, trade receivables and other contractual rights to receive cash or other financial asset.
Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate (or credit-adjusted effective interest rate for purchased or originated credit-impaired financial assets). The Company estimates cash flows by considering all contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) through the expected life of that financial instrument.
The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12-month expected credit losses. 12-month expected credit losses are portion of the life¬ time expected credit losses and represent the lifetime cash shortfalls that will result if default occurs within the 12 months after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months.
For trade receivables, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses. Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward-looking information.
(f) Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have
to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.
On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset.
On derecognition of a financial asset other than in its entirety (e.g. when the Company retains an option to repurchase part of a transferred asset), the Company allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss if such gain or loss would have otherwise been recognised in profit or loss on disposal of that financial asset. A cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.
(g) Foreign exchange gains and losses
The fair value of financial assets denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of each reporting period.
• For foreign currency denominated
financial assets measured at amortised
cost and FVTPL, the exchange differences are recognised in profit or loss.
• Changes in carrying amount of
investments in equity instruments at FVTOCI relating to changes in foreign currency rates are recognised in other comprehensive income.
• For the purposes of recognising foreign exchange gains or losses, FVTOCI debt instruments are treated as financial assets measured at amortised cost. Thus, the exchange differences on the amortised cost are recognised in the Statement of Profit and Loss and other changes in the fair value of FVTOCI financial assets are recognised in other comprehensive income.
2.25.2 FINANCIAL LIABILITIES AND EQUITY INSTRUMENTS
(a) Classification as debt or equity:
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
(b) Equity instruments:
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs. Repurchase of the Company's own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company's own equity instruments.
(c) Financial Liabilities at FVTPL:
Financial liabilities are classified as at FVTPL when the financial liability is either held for trading or it is designated as at FVTPL.
A financial liability is classified as held for trading if:
• i t has been incurred principally for the purpose of repurchasing it in the near term; or
• on initial recognition it is part of a portfolio of identified financial instruments that the Company manages together and has a recent actual pattern of short-term profit-taking.
A financial liability other than a financial liability held for trading may be designated as at FVTPL upon initial recognition if:
• such designation eliminates or significantly reduces a measurement or
recognition inconsistency that would otherwise arise; or
• the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Company's documented risk management or investment strategy, and information about the grouping is provided internally on that basis.
(d) Financial liabilities subsequently measured at amortised cost:
Financial liabilities that are not held-for- trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included in the 'finance costs' line item.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
(e) Foreign exchange gains and losses:
For financial liabilities that are denominated in a foreign currency and measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on amortised cost of the instruments and are recognised in the Statement of Profit and Loss.
The fair value of the financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured at FVTPL, the foreign exchange component forms part of the fair value gains or losses recognised in the Statement of profit and Loss.
(f) Derecognition of financial liabilities:
The Company derecognises financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the Statement of Profit and Loss.
2.26 Goods & Service Tax Input Credit
Goods & Service Tax Input Credit is accounted for in the books during the period in which the underlying service received is accounted and where there is no uncertainty in availing/utilising the same.
2.27 Exceptional Items
Exceptional items are items of income and expenses which are of such size, nature or incidence that their separate disclosure is relevant to explain the performance of the Company.
2.28 Share Based Payments:
The Company had introduced the employee stock option scheme in FY 2023. Under the plan, the employees and doctors of the Company and its subsidiaries are granted shares and other stock awards of the Company, in accordance with the terms and conditions as specified in the plan. The plan is assessed, managed and administered by the company, whose shares and share based benefits have been granted to the employees and doctors of the Company. The Company currently operates the plan / scheme of employee stock option ("ESOP").
ESOPs:
Equity settled share based payments to the employees of the Company are measured at the fair value of the equity instruments at the grant date.
Compensation expense for the Employee Stock Option Plan ("ESOP") is measured at the option value as on grant date and the cost of the option will be amortised on a systematic basis which reflects pattern of the vesting of the options over the period of 2 to 4 years (Refer Note 49.2).
DIP:
Cash settled share based payments to the doctors of the Company is remeasured at the value of units at the end of every reporting period. Compensation expense for the Doctor's Incentive Plan ("DIP") will be accounted at every reporting date till the date of exercise of the DIP (Refer Note 49.3).
Critical Accounting 03 Judgements and Key Sources of Estimation Uncertainty
The preparation of Financial Statements in conformity with Ind AS requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses and the accompanying disclosures. Uncertainty about the assumptions and estimates could result in outcomes that require a material adjustment to the carrying value of assets or liabilities affected in future periods.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and future periods are affected.
I n particular, information about significant areas of estimation, uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements are included in the following notes:
(i) Useful lives of Property, plant and equipment (Refer Note 2.9)
(ii) Useful lives of Intangible Assets (Refer Note 2.11)
(iii) Assets and obligations relating to employee benefits (Refer Note 2.16)
(iv) Valuation and measurement of income taxes and deferred taxes (Refer Note 2.22)
(v) Provisions for disputed statutory and other matters (Refer Note 2.23)
(vi) Valuation of Goodwill and Intangible assets in business combinations (Refer Note 2.8)
(vii) Impairment of Goodwill (Refer Note 2.10)
(viii) Allowance for expected credit losses (Refer Note 2.25.1(e))
(ix) Fair value of Financial Assets and Liabilities (Refer Note 2.25.1 and 2.25.2)
(x) Lease Term of Leases entered by the Company (Refer Note 2.20).
04 Application of New and Revised 4 Ind AS
All the Indian Accounting Standards issued and notified by the Ministry of Corporate Affairs under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) till the financial statements are authorised have been considered in preparing these financial statements. There is no other Indian Accounting Standard that has been issued as of that date but was not mandatorily effective.
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 31st March 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. 1st April 2024. The Group has reviewed the new pronouncements and based on its evaluation has determined that it does not have any significant impact in its financial statement.
There are no significant incremental acquisition costs incurred by the Company for the above acquisitions.
8.3 Impairment testing
Goodwill balances have been tested for impairment at every reporting period as per the requirements of Ind AS 36.
During the year ended 31st March 2022, the Company has fully impaired the non-compete fee and customer relationship recognised in relation to the acquisition of Vinayaka Nethralaya hospital located at Janjeerwala square, which had a net carrying value of H 3.7 Crores. Further, contingent consideration of H 2.29 Crores accrued under acquisition liability towards this hospital was also written back as this liability is no longer payable. Subsequently, during the year ended 31st March 2024, the arbitration case that was initiated against the erstwhile owner was ruled in the Company's favour. Further, the Company was intimated about the appeal against the favourable order filed by the counter party. The same will be accounted upon final resolution of the matter and receipt from the counter party.
Further, during the period ended 31st March 2025, the Company has impaired the Goodwill aggregating to H 3.02 Crores which was recognised in relation to the acquisition of hospitals in Indore and Rajkot.
The key assumptions used by management in setting the cash flow projections/budgets for the initial five-year period were as follows:
Forecast sales growth rates
Forecast sales growth rates are based on past experience adjusted for adjusting the market trends, loyalty/ reputation of the doctor practitioners, geographical location and the strategic decisions made in respect of the cash-generating unit.
Operating profits
Operating profits are forecast based on historical experience of operating margins, adjusted for the impact of cost saving due to synergies and initiatives and also revenue pricing changes.
Cash conversion
Cash conversion is the ratio of operating cash flow to operating profit. Management forecasts cash conversion rates based on historical experience.
Cash flow projections during the budget period are based on the same expected gross margins and inventory price inflation throughout the budget period. The cash flows beyond five-year period have been extrapolated using a 3.5% (2023-24: 3.5%) per annum growth rate which is the projected long-term average growth rate. Discount rate of 15.15% to 17.78% (2023-24: 16.79% to 17.97%) determined using Capital Asset Pricing Model.
Sensitivity analysis
The Company has conducted an analysis of the sensitivity of the impairment test to changes in the key assumptions used to determine the recoverable amount for each of the group of CGUs to which goodwill is allocated. The management believe that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of the related CGUs.
8.4 The Company has not revalued its intangible assets as on each reporting period and therefore Schedule III disclosure requirements with respect to fair value details is not applicable.
Pursuant to the same, during the year ended 31st March 2012, in accordance with Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 1997, the Company had acquired 9,00,000 Equity Shares of H 10 each (being 20% of the total share capital of DAEHL) at a price of H 159 per Equity Share through Open Offer to the shareholders of DAEHL for a total consideration of H 14.31 Crores.
During the year ended 31st March 2013, post completion of the open offer, the Company had acquired 24,72,408 shares from the promoters of DAEHL in the month of April 2012 at the agreed price of H 79.33 per Equity Share for a total consideration of H 19.61 Crores and as a result thereof, DAEHL became the subsidiary of the Company with effect from 2 April 2012. The Company discharged the consideration by way allotting 7,92,089 Equity shares of H 10 each (at a premium of H 237.62 per Equity Share) of the Company to the promoters of DAEHL at its Board Meeting held on 26 April 2012. The premium on these Equity Shares amounting to H 18.82 Crores was credited to the securities premium account.
During the year period ended 31st March 2025, the company purchased 6,690 shares of DAEHL from the existing shareholders for a consideration of H 2.08 Crores
As at 31st March 2025, the Company is holding 71.90%, of the total Equity Share Capital of DAEHL.
(ii) During the year ended 31 March 2017, the Company has acquired 1 ordinary shares of MUR 1 each, of Orbit Healthcare Services (Mauritius) Limited, from International Securities Limited on 10th January 2017 for a nil consideration. The Company also subscribed to additional 1,00,000 Ordinary Shares of MUR 1 each for H 0.02 Crores on 9 February 2017. The same has been approved in the Shareholders meeting held on 2 January 2017.
During the period ended 31st March 2018, the Company has subscribed to 6,43,26,000 ordinary shares of MUR 1 each in various tranches for H 12.57 Crores and the same has been allotted.
Further, during the year ended 31st March 2019, the Company had subscribed to 61,78,94,737 ordinary shares of MUR 0.57 each for H 70.74 Crores and the same was allotted on 21st March 2019.
As at 31st March 2025, the Company is holding 100% of the total equity share capital of Orbit Healthcare Services (Mauritius) Limited.
(iii) Pursuant to the Board Resolution dated 3rd September 2019, the Board has approved the transfer of Elisar Research and Development undertaking of the Company to Elisar Life sciences Private Limited, for a consideration of 18,05,618 Equity Shares of H 10 each and Face value of H10 each amounting to H 1.81 Crores.
Pursuant to the Board Resolution dated 31st May 2024, the Board has approved for additional investment by the Company in Elisar Life Sciences Private Limited, by way of subscription of 60,00,000 Equity Shares of H10 each and Face value of H10 each amounting to H 6.00 Crores.
As at 31st March 2025, the Company is holding 93.18% of the total equity share capital of Elisar Life sciences Private Limited
(iv) Pursuant to the Share purchase agreement dated 8th October 2021 entered into by the Company with the promoters of Aditya Jyot Eye Hospital Private Limited ('AJEHPL') and AJEHPL, the Company has entered into the share purchase agreement of 3,40,020 shares of H 100 each (at a premium of H1400 each).
As at 31st March 2025, the Company is holding 87.75% of the total equity share capital of Aditya Jyot Eye Hospital Private Limited.
As at 31st March 2024, the Company was holding 75.50% of the total equity share capital of Aditya Jyot Eye Hospital Private Limited.
(v) Pursuant to an investment agreement dated 12th January 2017 entered into by the Company with the promoters of Idearx Services Private Limited ('Idearx') and Idearx, the Company has purchased 49,254 shares of H 1 each (at a premium of H 407.09 each) for H 2.01 Crores approved in its general meeting held on 2nd January 2017.
As at 31st March 2025, the Company is holding 14.71% of the total equity share capital of Idearx Services Private Limited
(vi) Pursuant to an Share Subscription Agreement dated 4th April 2024 entered into by the Company with the promoters of Dr Thind Eye Care Private Limited ('TECPL') and TECPL, the Company has subscribed 5,20,408 Equity shares of H 1 each (at a premium of H 6585.58 each) for H 342.77 Crores.
As at 31st March 2025, the Company is holding 51% of the total equity share capital of Dr Thind Eye Care Private Limited
The Company has issued a written put option to Dr. Jaswanth Singh Thind for the balance 49% equity shares in Dr. Thind Eye Care Private Limited in accordance with the terms of the agreement and such put option is exercisable by Dr. Jaswanth Singh Thind at a future date based on terms and conditions as specified in the agreement. Should the option be exercised, the Company has to settle such liability by payment of cash or other financial asset. The Company also has a call option to Dr. Jaswanth Singh Thind in respect of the above acquisition which is exercisable anytime from the date of the acquisition in accordance with the terms of the agreement pursuant to which the entire stake of Dr. Jaswanth Singh Thind can be acquired by the Company upon exercise. The total obligation that may become payable on exercise of these options is based on factors mentioned in the agreement and is H 329.33 Crores as at 31st March 2025 based on current assessment of the Management.
The call option and put option in a case where the option do not grant present ownership interest to the Company and is not equity in nature, is accounted as a financial asset/liability recognised at fair value through profit and loss. Considering the terms of the call and put options that the Company has entered into, the fair value of the call option asset and put option liability as at the acquisition date is H 42 Crores and H13 Crores respectively and the differential amount is adjusted against the investments, the same is remeasured as at 31st March 2025 and the fair value changes in respective of call and put option is recognised in profit & loss account.
The amount that may become payable under the call/put option to acquire the stake held by Dr. Jaswanth Singh Thind upon exercise amounts to H329.33 Crores.
(vii) The management carried out an impairment analysis of carrying value of investments as of 31st March 2025 and as of 31st March 2024 and recorded an provision for Impairment against the investments made in Elisar Life Sciences Private Limited and IdeaRx Services Private Limited for H 6 Crores and H 2.01 Crores respectively , as of 31st March 2025 and H 1.81 Crores as of 31st March 2024 against the investments made in Elisar Life Sciences Private Limited.
Notes:
(i) Pursuant to the Board resolution dated 31 May 2021, the Company has converted its outstanding short-term loans into long term loans granted to Elisar Life Sciences Private Limited (Elisar). The management carried out an impairment analysis of carrying value of investments as at 31st March 2025 H 7.81 Crores (as of 31st March 2024 1.81 Crores) as well as loan as of 31st March, 2025 H 30.14 Crores and accrued interest of H 12.59 Crores (loan as of 31st March 2024 H 30.01 Crores and accrued interest of H 9.75 Crores) given to Elisar using the discounted cash flow method. Based on impairment assessment, management has recognised a provision as of 31st March 2025 H 42.74 Crores (as of 31st March 2024 H 39.76 Crores) against the outstanding loan balance and accrued interest and provision for H 7.81 Crores ( as of 31st March 2024 H 1.81 Crores) against carrying value of investments. The additional provision of H 8.98 Crores made during the current year has been recognised in the Statement of Profit and Loss and disclosed as an exceptional item.
17.3 Credit period and risk
Significant portion of the Company's business is against receipt of advance. Credit is provided mainly to Insurance Companies, Corporate customers and customers covered by Government accorded health benefits. The Insurance Companies are required to maintain minimum reserve levels and pre-approve the insurance claim, Government undertakings and the Corporate Customers are enterprises with high credit ratings. Accordingly, the Company exposure to credit risk in relation to trade receivables is low.
Trade receivables are non-interest bearing and are generally due immediately when the invoice is raised. Of the Trade Receivable as at 31 March 2025, H 40.47 Crores (As at 31 March 2024: H 37.30 Crores) are due from 5 (as at 31 March 2024: 7) of the Company's customers having more than 5% of the total outstanding trade receivable balance.
No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person.
Trade receivables amounting to H 15.36 Crores (as at 31 March 2024: H8.78 Crores) are due from firms or private companies respectively in which any director is a partner, a director or a member.
17.4 Expected credit loss allowance
The Company has used a practical expedient by computing the expected loss allowance for trade receivables based on provision matrix. The provision matrix takes into account the historical credit loss experience and adjustments for forward-looking information. The expected credit loss allowance is based on the ageing of the days the receivables are due and the rates as given in the provision matrix, considering the amounts due from the government undertakings and the other undertakings.
During the year ended 31 March 2025, the Company has written-off trade receivables balances amounting to H 7.59 Crores and have utilised the existing allowances towards expected credit loss. The Company does not expect to receive future cash flows/recoveries from trade receivables previously written off.
As per the Management's Policy, dues aged more than 2 years from TPA parties are fully written off. For the year ended 31st March 2025 the company has identified certain Government parties with dues aged more than 3 years which have been written off from the outstanding balances. This write offs were carried out of allowance for doubtful receivables to the extent of provision.
* The Board of Directors ot their meeting held on December 20, 2024 cancelled 4,11,26,400 (Four Crore Eleven Lakhs Twenty Six Thousand And Four Hundred Only) Equity Shares of H1 each and 22,75,641 (Twenty Two Lakhs Seventy Five Thousand Six Hundred and Forty One Only) 0.001% fully and compulsorily convertible non-cumulative participating preference shares (CCPS) of H100 each, which were issued/ offered but not subscribed by certain shareholders. Pursuant to the approval of cancellation of such shares by the Board of Directors, the above mentioned shares were reduced from the Issued capital of the Company. Accordingly, the Issued Equity Capital and Issued Preference Share Capital are presented in the above table after giving effect to such cancellation of unsubscribed shares.
** During the year ended 31st March 2024, the Company had allotted partly paid 9,22,205,0.001°% Fully and Compulsorily Convertible Non¬ Cumulative Participative Preference Shares of H100 each on rights basis
Further during the year ended 31st March 2024 the Company had allotted 13,98,417 Equity Share of H 10 each on rights basis.
Further the rights accruing to these shareholders is proportionate to the extent of the amount called and paid.
During the year ended 31 March 2025, vide shareholder's approval dated September 5, 2024, the company has done a stock split resulting in a change in Face value per share from H 10 per share to H 1 per share. Further, the company issued bonus shares ("Bonus Equity Shares"), credited as fully paid up, to the Equity Shareholders of the Company whose names appear in the Register of Members of the Company on the 4 September, 2024, being the Record Date fixed by the Board of Directors for the purpose, in the proportion of 2 (two) Bonus Equity Shares for every 1 (one) Equity Share of the Company held by them. The Bonus Equity Shares were allotted by the Board of Directors on 9 September 2024.
Notes:
(i) During the year ended 31st March 2024 the company has allotted equity shares of 5,24,406 numbers (Face Value of H 10 each) to Arvon Investments Pte Ltd and 8,74,011 (Face Value of H 10 each) numbers to Hyperion Investments Pte. Ltd aggregating to total Equity shares of 13,98,417 numbers at H 4,576 per share at its Board Meeting held on 10th August 2023.
(ii) Further, during the year ended 31st March 2025, the company has allotted 9,22,205 equity shares to the holders of 9,22,205 Compulsorily Convertible Preference shares
(iii) Further, during the year ended 31st March 2024, pursuant to the vesting of Options under the Dr. Agarwal's Health Care Limited ESOP Scheme 2022, the options aggregating to 4,772 Equity Shares were exercised by the employees of the Company and its subsidiary. Accordingly, 3,107 Equity Shares were allotted by the Board at its meeting held on 12th December 2023, 1,436 Equity Shares were allotted by the Board at its meeting held on 5th February 2024 and 229 Equity Shares were allotted by the Board at its meeting held on 18th March 2024, upon remittance of the full subscription amounts at the Exercise Price of H 2,548/- per option by those employees.
Further, during the period ended 31st March 2025, pursuant to the vesting of Options under the Dr. Agarwal's Health Care Limited ESOP Scheme 2022, the options aggregating to 367 Equity Shares were exercised by 1 employee of the subsidiary. Accordingly, 367 Equity Shares were allotted by the Board at its meeting held on 31 May 2024 upon remittance of the full subscription amounts at the Exercise Price of H 2,548/- per option by those employees and 861,240 equity shares were exercised by the employees and were allotted by the Board at its meeting held on 20th December 2024, upon remittance of the full subscription amounts at the Exercise Price of H 84.93/- per option.
(iv) The Board of Directors vide resolution dated 18 March 2024 and 14 August 2024 have approved the amendment of terms of conversion to 1:1 ratio for both series D1 0.001% Fully and Compulsorily Convertible Non-Cumulative Participating Preference Shares (Series D1) and series D2 0.001% Fully and Compulsorily Convertible Non-Cumulative Participating Preference Shares (Series D2); (Series D1 and Series D2 shall be collectively referred to as "Series D CCPS"). The members of the Company vide resolution dated 28 August 2024 have approved the amendment of terms of conversion to 1:1 ratio for Series D CCPS. As a result of the amendment in the terms, the D2 Series CCPS, which was accounted as Financial Liability is converted as Equity Component during the year ended 31st March 2025.
(v) During the year ended 31st March 2025, the company has split face value of H 10 each equity shares to face value of H 1 each on 5 September 2024. Further Bonus shares were issued in the ration of 2:1 to all the equity shareholders with the equity face value of H 1 each.
(vi) During the year ended 31st March 2025, the company issued bonus shares ("Bonus Equity Shares"), credited as fully paid up, to the Equity Shareholders of the Company whose names appear in the Register of Members of the Company on the 4 September, 2024, being the Record Date fixed by the Board of Directors for the purpose, in the proportion of 2 (two) Bonus Equity Shares for every 1 (one) Equity Share of the Company held by them. The Bonus Equity Shares were allotted by the Board of Directors on 9 September 2024.
(vii) During the year ended 31 March 2025, the Company has completed its Initial Public Offering (IPO) comprising a fresh issuance of 74,62,686 equity shares with a face value of H 1 each and Offer for Sale of 6,78,42,284 Equity Shares of face value of H 1 each. These shares were offered at an issue price of H 402 per share, which also included 15,79,399 equity shares reserved for eligible employees. The Company raised a total of H 3,027 Crores (including H 300 Crores with respect to fresh issuance of equity shares).The equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited on February 4, 2025. The Company has received gross proceeds from the fresh issue of equity shares amounting to H 300 Crores.
(viii) Subsequent to the year ended 31st March 2025, 1,59,865 & 1,18,646 equity shares were allotted by the board at its meeting dated 21st April 2025 and 14th May 2025 respectively, upon remittance of the full subscription amounts at the exercise price of H 129.88/- per option. Accordingly, the subscribed and paid up share capital of the company post considering the allotment of the above options is H 31.62 Crores (Total no of Equity Shares 31,61,58,357 shares).
22.2 Terms / rights attached to equity shares
The Company has only one class of equity shares having a par value of H 1 each. Each holder is entitled to one vote per equity share. Dividends are paid in Indian rupees. Dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders at the annual general meeting except in case of interim dividend. Repayment of capital will be in accordance with the terms of the Articles of Association and in proportion to the number of equity shares held.
1) The entire shares disclosed above were issued during the year ended 31st March 2024. All the above shareholders are promoters of the company.
2) As at 31st March 2024, the Company has called for H 1 per CCPS and the balance call to be paid by the shareholders only upon the time specified in the terms of the conversion or upon the due date as per terms of final call to be made by the Company. No further calls were made as at 31st March 2024 and considering the terms of the issue and the Company's articles of association no contractual right to receive the call money existed as at 31st March 2024 and such rights gets established normally on receipt of the proceeds from the shareholders thereof for such payment.
3) D1 - CCPS has been accounted as equity considering the terms applicable and the amount of called money is disclosed accordingly in Note 22.
4) For the year ended 31st March 2024, considering the terms of the issue of the above D2 - CCPS, the Company has accounted for the Series D2 CCPS as a financial liability in accordance with the requirements of Ind AS 107 and 109 whose fair value is H 6,105 per D2 CCPS, determined on a proportionate basis to the extent of the call money received.
5) In the Board meeting held on 18 March 2024, the terms of the CCPS agreement has been amended whereby it has been approved for conversion at a ratio of 1:1 removing the variability in respect of the D2 series CCPS.
(f) Actuarial assumptions Investment Risk:
The present value of defined benefit plan liability is calculated using a discount rate which is determined by reference to the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.
Interest Risk:
A decrease in the bond interest rate will increase the plan liability; However, this will be partially offset by an increase in the return on the plan's Investments.
Longevity Risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan's liability.
Salary Risk:
The present value of the defined benefit plan liability is calculated by reference to the future salaries. In particular, there is a risk for the Company that any adverse salary growth can result in an increase in cost of providing these benefits to employees in future.
1. The discount rate is based on the prevailing market yields of Indian Government securities as at balance sheet date for the estimated term of the obligation.
2. The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors.
3. In order to protect the capital and optimise returns within acceptable risk parameters, the plan assets are maintained with an insurer managed fund (maintained by the Life Insurance Corporation ("LIC")) and is well diversified.
Sensitivity Analysis:
The benefit obligation results of a such a scheme are particularly sensitive to discount rate, salary growth
and employee attrition, if the plan provision do provide for such increases on commencement of pension.
The following table summarises the impact in financial terms on the reported defined benefit obligation at
the end of the reporting period arising on account changes in these four key parameters:"
These sensitivities have been calculated to show the movement in defined benefit obligation in isolation and assuming there are no other changes in market conditions at the accounting date. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligations as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.
Furthermore in presenting the above sensitivity analysis the present value of defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.
There is no change in the methods and assumptions used in preparing the sensitivity analysis from the prior years.
(g) Asset-Liability Matching Strategies
The Company has purchased insurance policy, which is basically a year-on-year cash accumulation plan in which the interest rate is declared on yearly basis and is guaranteed for a period of one year. The insurance Company, as part of the policy rules, makes payment of all gratuity liability occurring during the year (subject to sufficiency of funds under the policy). The policy, thus, mitigates the liquidity risk. However, being a cash accumulation plan, the duration of assets is shorter compared to the duration of liabilities. Thus, the Company is exposed to movement in interest rate.
(h) Effect of Plan on Entity's Future Cash Flows
a) Funding Arrangements and Funding Policy
The Company has purchased an insurance policy to provide for payment of gratuity to the employees. Every year, the insurance Company carries out a funding valuation based on the latest employee data provided by the Company. Any deficit in the assets arising as a result of such valuation is funded by the Company.
49 Share-based payments
49.1 Stock Awards
Under the Company's stock awards programme , the employees and doctors of the Company and its subsidiaries are granted shares and other stock awards of the Company, in accordance with the terms and conditions as specified in the plan. The plan is assessed, managed and administered by the company, whose shares and share based benefits have been granted to the employees and doctors of the Company and its subsidiaries. The company currently operates an employee stock option ("ESOP"). The Company has accounted for the amount of expense under Ind AS 102 considering the valuations carried out in respect of the same and has made the related disclosures required under INDAS 102. The amounts recovered from the subsidiaries in respect of the cost towards such stock awards given to its employees and doctors are accounted for under Note 20.
49.2 Employee Stock Option Plan
The stock awards granted generally vest over a four service period. The annual stock awards were granted effective of the 28th November 2022; this effective date is the "award date" used for stock plan administration purposes and shown in the awards agreement. The maximum number of shares in a stock award is, not exceeding 2% of the Paid Up Capital of the Company, as on August 12, 2022, comprising 1,58,522 Options to or for the benefit of the employees of the Group.
During the period ended 31st March 2025, the Nomination and Remuneration Committee vide its meeting dated 20th December 2024, approved grant of 806,160 employee stock options ("ESOPs") under the Dr. Agarwal's Health Care Limited ESOP Scheme 2022. The ESOPs would vest over a period of two to three years and the exercise price will be equal to 80% of the fair value of the equity share as on the grant date as per the terms of the grant.
49.3 Doctors' Incentive Plan
The Doctors' Incentive Plan (DIP) gives consultant doctors of the Company and it's subsidiares the opportunity to receive a cash bonus equal to the appreciation in the value of the units which shall, for each unit, be the difference between fair market value of the equity shares as at Payment Event Trigger (PET)* of the Company and exercise price as stated under the Plan.
*PET is defined as either 1 of the 3 below:
i. On the occurrence of an Initial Public Offer (IPO) by the Company.
ii. Entry of any new investor in the Company acquiring more than 30% shareholding or change of shareholding by more than 30% of the paid up capital in any manner.
iii. Any other event that the Board may decide at its own discretion.
However, the payment timing shall not exceed 4 (four) years from the date of grant. If PET occurred only after 4 (four) years from the date of grant, then the 100% of the payment will be made at the end of the fourth year.
There have been no transfers between the levels during the year. The management assessed that cash and cash equivalents, bank balances other than cash and cash equivalents, trade receivables, trade payables, bank overdrafts, borrowings, other financial assets, loans and Other financial liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
Details of financial assets and financial liabilities which are valued at fair value as of 31 March 2025 and 31 March 2024 are disclosed in Note 51.2 above.
51.3 Financial risk management framework
The Company's board of directors and the board of directors of the respective subsidiaries/associate have overall responsibility for the establishment and oversight of the Company's risk management framework. The Company manages financial risk relating to the operations through internal risk reports which analyse exposure by degree and magnitude of risk.
The Company's activities expose it to a variety of financial risks: liquidity risk, credit risk and market risk (including interest rate risk and other price risk). The Company's primary risk management focus is to minimize potential adverse effects of market risk on its financial performance. The Company's risk management assessment and policies and processes are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and compliance with the same. Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and the Company's activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company's risk assessment and management policies and processes.
(a) Liquidity Risk Management:
Liquidity risk refers to the risk that the Company cannot meet its financial obligations as they become due. The Company manages its liquidity risk by ensuring as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risk to the Company's reputation. The Company maintains adequate reserves and banking facilities, and continuously monitors the forecast and actual cash flows by matching maturing profiles of financial assets and financial liabilities in accordance with the approved risk management policy of the Company periodically. The Company believes that the expected future cashflows from the acquisitions during the year, working capital (including banking limits not utilised) and its cash and cash equivalent are sufficient to meet its short and medium-term requirements.
Liquidity and Interest Risk Tables:
The following tables detail the Company's remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods. The tables include both interest and principal cash flows.
To the extent that interest flows are floating rate, the undiscounted amount is derived from interest rate curves at the end of the reporting period. The contractual maturity is based on the earliest date on which the Company may be required to pay. The interest bearing financial liabilities were high when compared to non interest bearing financial assets, which is primarily due to acquisition of hospitals during the year. This risk will be reduced with the operating cash inflows generated from the newly acquired hospitals and from the existing hospitals.
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and other financial assets. None of the other financial instruments of the Company result in material concentration of credit risk. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit.
The carrying amount of the financial assets recorded in these financial statements, grossed up for any allowance for losses, represents the maximum exposures to credit risk.
(i) Trade receivables: The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry and credit history, also has an influence on credit risk assessment.
Refer Note 34 and Note 17 for the details in respect of revenue and receivable from top customers.
(ii) Credit risk on current investments and cash & cash equivalent is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies. Investments primarily include investment in Mutual Funds.
(iii) Financial instruments and cash deposits: Credit risk from balances with banks and financial institutions is managed by the Company in accordance it's policy. Investments of surplus funds are made only with approved counterparties and within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Company on an annual basis. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments.
(iv) Financial guarantees have been provided as corporate guarantees to financial institutions and banks that have extended credit facilities to the Company's related party/subsidiary. In this regard, the Company does not foresee any significant credit risk exposure.
Market risk is the risk of loss of any future earnings, in realisable fair values or in future cash flows that may result from adverse changes in market rates and prices (such as interest rates and foreign currency exchange rates) or in the price of market risk sensitive instruments as a result of such adverse changes in market rates and prices. Market risk is attributable to all market risk-sensitive financial instruments, all foreign currency receivables and payables and all short-term and long-term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk and interest rate risk and the market value of its investments. Thus, the Company's exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currencies.
The Company issued D2 Series CCPS which is classified as financial liability and accordingly measured at fair value through Profit and Loss. The amount of D2 Series CCPS as at 31 March 2025 is Nil (31 March 2024 H 0.09 Crores). Accordingly, fair value fluctuations arising from market volatility is recognised in Statement of Profit and Loss. The Company invests in Mutual Fund schemes of leading fund houses. Such investments are susceptible to market price risk that arise mainly from changes in interest rate which may impact the return and value of such investments. However, given the relatively short tenure of underlying portfolio of the Mutual Fund schemes in which the Company has invested, such price risk is not significant. Fixed deposits are held with highly rated banks and have a short tenure and are not subject to interest rate volatility.
(c.1) Interest rate risk:
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations with floating interest rates.
The Company's management monitors the interest fluctuations, if any, and accordingly, take necessary steps to mitigate any interest rate risk.
Interest Rate sensitivity analysis:
A change (decrease/increase) of 100 basis points in interest rates at the reporting date would increase/ (decrease) equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular foreign currency rates, remain constant.
(i) The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices / debit notes raised and accruals as confirmed by such related parties. The Related Parties have confirmed to the Management that as at 31 March 2025 and 31 March 2024, there are no further amounts payable to / receivable from them, other than as disclosed above. The Company incurs certain costs on behalf of related parties. These costs have been allocated/recovered from the related parties on a basis mutually agreed with them.
(ii) An extension of Equitable Mortgage on a property owned by Dr. Agarwal's Eye Institute has also been provided to HDFC Limited and Axis Bank as a security in respect of the Term loan and Cash Credit facility availed by the Dr Agarwal's Eye Hospital Limited.
(iii) Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr. Ashar Agarwal, Dr. Ashwin Agarwal and Dr. Agarwal's Eye Institute have provided personal guarantees for term loans taken by the Company.
(iv) The Company has provided Corporate Guarantees amounting to H73.98 Crores to Axis bank for the loans taken by Dr. Agarwals Eye Hospital Limited ("the Subsidiary").The Company has provided Corporate Guarantees amounting to H 10.22 Crores to HDFC Bank (Previously Kotak bank) for the loans taken by Dr. Aditya Jyot Eye Hospital. The Company has also provided Corporate Guarantees amounting to H 1.75 Crores (MUR 10,000,000) to SBM Bank (Mauritius) Limited for the loans taken by Orbit Health Care Services (Mauritius) Limited, its wholly-owned subsidiary.
(v) The Company has provided Corporate Guarantees amounting to H 1.75 Crores (MUR 10,000,000) to SBM Bank (Mauritius) Limited for the loans taken by Orbit Health Care Services (Mauritius) Limited, its wholly owned subsidiary.
(vi) Refer note 11 for the call option asset and refer note 26 for the put option liability accounted as part of acquisition of Dr Thind Eye Care Private Limited ("DTECPL").
(vii) Refer note 22.1 (vii), for the shares offered for sale through Initial Public Offer during the period ended 31st March 2025.
(i) Excludes gratuity and compensated absences which cannot be separately identifiable from the composite amount advised by the actuary.
(ii) The remuneration payable to key management personnel of Dr. Agarwals Health Care Limited is determined by the nomination and remuneration committee having regard to the performance of individuals and market trends
(iii) The above remuneration for key managerial personnel does not include vehicle, communication expenses & other expenses for which the perquisite value is determined as Nil.
(iv) Since the figures are reported in Crores, please note that '-' denotes NIL balance and '0' denotes nominal figures.
(v) All the figures disclosed above are excluding Goods and Service Tax
54 Undisclosed Income
The Company does not have any transaction which are not recorded in the books of account that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
55 Transactions with companies whose name is struck-off
The Company has not entered into any transactions with entities whose name has been struck off under Section 248 of the Act or section 560 of Companies Act, 2013, except for a company named "Bimal Optics Private Limited" for which transaction during the year was H 0.10 Crores during the year ended 31st March 2025 (Nil during the year ended 31st March 2024) and the outstanding payable is H 0.01 Crores as at 31st March 2025 (Nil as at 31st March 2024).
56 Other disclosures
(i) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was taken at the balance sheet date.
(ii) The Company neither has any immovable property nor any title deeds of Immovable Property not held in the name of the Company.
(iii) During the financial year, the Company has not revalued any of its Property, Plant and Equipment, Right of Use Asset and Intangible Assets.
(iv) The Company has not granted any Loans or Advances to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013, either severally or jointly with any other person, that are:
(a) repayable on demand or
(b) without specifying any terms or period of repayment
(v) There are no proceedings which have been initiated or pending against the company as at 31st March 2025 and 31st March 2024 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
(vi) With respect to borrowings from banks or financial institutions on the basis of security of current assets, the returns or statements comprising the information on unhedged foreign currency exposure and unaudited provisional financial statements filed by the Company with such banks are in agreement with the books of account of the Company
(vii) The Company has not been declared as a wilful defaulter by any bank or financial Institution or other lender
(viii) The Company does not have any charges or satisfaction yet to be registered with ROC beyond the statutory period, as at the year ended 31st March 2025 and 31st March 2024.
(ix) As at 31st March 2025, the Company has subsidiaries and complies with clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
(x) The company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources or kind of funds) to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding (whether recorded in writing or otherwise) that the Intermediary shall:-
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the company (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(xi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall:-
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(xii) The Company neither has traded nor invested in Crypto currency or Virtual Currency during the Financial year.
(xiii) The Company does not have any investment properties as at 31st March 2025 and 31st March 2024 as defined in Ind AS 40.
57 Audit Trail & Backup of accounting records
(i) The Company has used accounting software for maintaining its books of account for the year ended 31 March 2025 which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software systems. Additionally, audit trail feature is not tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention for the software systems where the audit trail was enabled and operating.
(ii) The Company has maintained backup on daily basis in electronic mode of its accounting records which is in servers physically located outside India and other records (related to payroll and patient billing related records) in servers physically located in India for the year ended 31st March 2025 and 31st March 2024.
58 Approval of Financial Statements
The Board of Directors of the Company has reviewed the realisable value of all the current assets and has confirmed that the value of such assets in the ordinary course of business will not be less than the value at which these are recognised in the financial statements. In addition, the Board has also confirmed the carrying value of the non-current assets in the financial statements. The Board, duly taking into account all the relevant disclosures made, has approved these financial statements in its meeting held on 28th May 2025.
59 Regrouping/ Reclassification
Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's classification / disclosure.
For and on behalf of Board of Directors
Dr. Adil Agarwal Dr. Anosh Agarwal
Whole-time Director Whole-time Director
DIN: 01074272 DIN: 02636035
Place: Chennai Place: Chennai
Date: 28th May 2025 Date: 28th May 2025
Mr. Yashwanth Venkat Mr. Thanikainathan Arumugam
Chief Financial Officer Company Secretary
Place: Chennai Place: Chennai
Date: 28th May 2025 Date: 28th May 2025
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