8.3 Impairment testing
Goodwill balances have been tested for impairment at every reporting period in accordance with 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 favour of the Company. The counterparty thereafter challenged the arbitration award before
the Hon'ble High Court.
As at 31 March 2026, the matter has been heard by the Hon'ble High Court and the Company is awaiting the
final order. Based on management's internal assessment and the proceedings conducted to date, management
believes that it is more likely than not that the arbitration award in favour of the Company will be upheld.
Accordingly, no additional liability has been recognised in the financial statements. Any recovery, if any, will be
recognised only upon final adjudication of the matter and when its receipt becomes virtually certain.
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. This has been disclosed
as an exceptional item in the Statement of Profit and Loss in the previous year.
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 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 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 4.5% to 5% for 2025-26 (2024-25: 3.5%) per annum growth rate which is the projected long-term average
growth rate. Discount rate of 14.73% to 17.50% (2024-25: 15.15% to 17.78%) 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.
Notes:
(i) During the year year ended 31st March 2025, the company purchased 6,690 shares of DAEHL from the existing
shareholders for a consideration of H 2.08 Crores.
During the year ended March 31, 2026, the Company has subscribed and paid for 1,32,827 equity shares having
face value of H 10 each issued by DAEHL on a preferential basis after receipt of the approval of the Board of
Directors, for a total subscription value of H 69.99 Crores (H 5,270.00 per share) and the related equity shares were
allotted by DAEHL on September 26, 2025.
As at 31st March 2026, the Company is holding 72.67%, of the total Equity Share Capital of DAEHL.
(ii) As at 31st March 2026 and 31st March 2025, the Company is holding 100% of the total equity share capital of Orbit
Healthcare Services (Mauritius) Limited.
(iii) During the year ended 31st March, 2025 , pursuant to the Board Resolution dated 31st May 2024, the Company has
made additional investment in Elisar Life Sciences Private Limited, by way of subscription of 60,00,000 Equity
Shares of H 10 each and Face value of H 10 each amounting to H 6.00 Crores.
As at 31st March 2026 and 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 with the promoters of Aditya
Jyot Eye Hospital Private Limited ('AJEHPL') and AJEHPL, the Company has acquired 41,653 (12.25%) equity
shares for a total consideration of H 6.25 crores as on October 08, 2025, pursuant to which AJEHPL has become a
wholly-owned subsidiary of the Company.
As at 31st March 2025, the Company is holding 87.75% of the total equity share capital of AJEHPL.
As at 31st March 2026, the Company is holding 100% of the total equity share capital of AJEHPL
(v) Pursuant to an investment agreement dated 12 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.
Subsequently, pursuant to an amendment to the Articles of Association of IdeaRx, the rights of the Company
under the shareholders' agreement stood terminated with effect from March 30, 2026, resulting in IdeaRx ceasing
to be classified as an associate of the Company from that date. The Company's shareholding in IdeaRx stands at
14.54% as at March 31, 2026, as compared to 14.71% as at March 31, 2025.
As at 31st March 2026, 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 04 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 6,585.58 each) for H 342.77 Crores.
As at 31st March 2026and 31st March 2025, the Company is holding 51% of the total equity share capital of TECPL
The Company has issued a written put option to Dr. Jaswanth Singh Thind for the balance 49% equity shares
in TECPL 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 valued at H 332.83 Crores as at 31st March 2026 (March 31, 2025: H 329.33 crores) 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
was H 42 Crores and H 13 Crores respectively, and the differential amount is adjusted against the investments. The
call and put options were remeasured as at 31st March 2026 at H 45.33 crores (March 31, 2025: H 44 crores) and H 6.52
crores (March 31, 2025: H 1 crore) respectively, and the net fair value changes amounting to H 4.20 crores in respect
of the call option (Fair value gain - H 1.33 Crores) and put options (Fair value loss - H 5.53 Crores) are recognised
in Statement of profit & loss as an exceptional item. 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 H 332.83 crores as at March
31, 2026 (March 31, 2025: H 329.33 crores).
(vii) The management carried out an impairment analysis of carrying value of investments as of 31st March 2026
and as of 31st March 2025 and recorded an provision for Impairment against the investments made in Elisar Life
Sciences Private Limited and IdeaRx for H 7.81 Crores and H 2.01 Crores respectively, as of and for the year ended
31st March 2025 and as of 31st March 2026.
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.
No trade receivables are due from directors or other officers of the Company either severally or jointly with any
other person.
17.4 Allowance for expected credit loss
The Company has used a practical expedient by computing the expected loss allowance for trade receivables
based on provision matrix. The provision matrix takes into account the historical credit loss experience and
adjustments for forward looking information. The expected credit loss allowance is based on the ageing of the
days the receivables are due and the rates as given in the provision matrix, considering the amounts due from the
government undertakings and the other undertakings.
*The Board of Directors at 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 H 1 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 H 100 each, from the issued equity share capital and issued preference share capital
respectively, 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, 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) and the Company's Equity Shares were subsequently listed on the BSE Ltd.
and National Stock Exchange of India Limited with effect from 04th February 2025.
*The Company has allotted 922,205 Equity Shares of H 1 each on August 28, 2024 pursuant to conversion of 922,205
Compulsorily Convertible Preference Shares of face value H 100 each.
The Board of Directors of the Company vide resolution dated September 04, 2024 and the members of the company
vide resolution dated September 05, 2024 have provided consent to sub-divide the then authorised equity share capital
of the Company from H 54,20,00,000 (Indian Rupees Fifty-Four Crores Twenty Lakhs Only) consisting of 5,42,00,000
(Five Crores Forty-Two Lakhs) equity shares of H 10 (Indian Rupees Ten Only) each, to H 54,20,00,000 (Indian Rupees
Fifty-Four Crores Twenty Lakhs Only) consisting of 54,20,00,000 (Fifty-Four Crores Twenty Lakhs) equity shares of
face value of H 1 (Indian Rupee One Only) each.
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.
Note:
(i) During the year ended 31st March 2025, the Company has allotted 922,205 Equity Shares of H 1 each on August 28,
2024, pursuant to conversion of 922,205 Compulsorily Convertible Preference Shares of face value H 100 each.
During the year ended 31st 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) and the Company's Equity Shares were subsequently
listed on the BSE Ltd. and National Stock Exchange of India Limited with effect from 04th February 2025.
(ii) Further, during the year ended 31st March 2026, pursuant to the vesting of Options under the Dr. Agarwal's Health
Care Limited ESOP Scheme 2022, the options aggregating to 9,27,660 Equity Shares were exercised by eligible
employees of the Company and its subsidiary.
Accordingly, the Nomination & Remuneration Committee allotted 9,27,660 Equity Shares upon remittance of the
full subscription amount to the eligible employees as detailed below:
(iii) 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.
(iv) 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.
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 holder is entitled to one vote per
equity share. Dividends are paid in Indian rupees. Dividend proposed by the Board of Directors, if any, is subject
to the approval of the shareholders at the annual general meeting except in case of interim dividend. Repayment
of capital in the event of liquidation of the Company will be in accordance with the terms of the Articles of
Association and in proportion to the number of equity shares held.
Note:
1. There were no shares issued pursuant to contract without payment being received in cash, or brought back
during the last five years immediately preceding 31st March 2026 (For 31st March 2025 - NIL)
2. Aggregate number of shares issued for consideration other than cash and shares bought back during the
period of 5 years immediately preceding the report date is Nil.
3. The Company has not reserved any shares for issue under options and contracts / commitments for the sale
of shares / disinvestment.
4. Calls unpaid - Nil. Forfeited shares - Nil.
5. The Company has received H 379.76 crores from the Series D CCPS holders towards making the Series D CCPS
fully paid-up on 28 August 2024. The entire Series D CCPS totaling to 9,22,205 preference shares were made
fully paid-up and subsequently converted into equity shares of H 10 each at the Board meeting held on 28
August 2024, ranking pari passu with the existing equity shares of the Company.
Notes:
(a) Term loan from HDFC Bank
The details of security provided are as follows:
(1) Hypothecation of Entire Current Assets and Card Receivables of the Company
(2) Hypothecation of Entire Property, Plant & Equipment & Medical Equipment's of the Company
(3) First Charge by Way of Hypothecation on All Borrower Intangible Assets, All bank accounts and Reserves
of Borrower (applicable for Term loan 3)
(4) First Charge by Way of Hypothecation on All Borrower bank accounts and Reserves of Borrower
(applicable for Term loan 2)
(5) Personal guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal, Dr.
Ashvin Agarwal and Dr. Ashar Agarwal.
(b) Overdraft from HDFC Bank
(1) Current Assets- Others-Hypothecation of entire current assets and card receivable of the Company.
(2) Current Asset - Others - Bio Medical Equipments, Furniture And Fittings, Leashold Improvements, Lab
Rental Advance.
(c) Term loan from ICICI Bank
The details of security provided are as follows:
(1) First pari-passu charge over the movable fixed assets of the Company;
(2) First pari-passu charge over the current assets of the Company;
(3) Exclusive Charge of pledge over the shares of the Company held by promoters upto 11.9% shareholding;
(4) Personal guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal,
Dr. Ashvin Agarwal and Dr. Ashar Agarwal;
(5) Pari-passu charge of non-disposal undertaking and negative pledge in respect of the shares in
Dr. Agarwal's Eye Hospital Limited owned by the Company;
(6) Negative pledge on shares held by the promoters in the Company other than those which have been
exclusively pledged to the lenders.
(7) Subsequently, subject to provisions of Section 19(2) and (3) of Banking Regulation Act, 1949, pledge of
18% of equity share capital of Dr Agarwal's Eye Hospital Limited (AEHL).
(d) Overdraft from ICICI Bank
(1) First pari-passu charge over the current assets of the Company;
(e) Term loan from Yes Bank
The details of security provided are as follows:
(1) First pari-passu charge over the movable fixed assets of the Company;
(2) Non-disposal undertaking in respect of the shares in Dr. Agarwal's Eye Hospital Limited held by the
Company other than those which have been exclusively pledged to lenders;
(3) Personal guarantees of Dr. Amar Agarwal, Dr. Athiya Agarwal, Dr. Adil Agarwal, Dr. Anosh Agarwal and Dr.
Ashvin Agarwal.
(4) Non-disposal undertaking in respect of the shares in the Company held by the Promoters other than
those which have been exclusively pledged to lenders;
The Company has obtained a written acknowledgement from the respective Banks that there were no non
compliances with the loan terms and conditions as at 31st March 2026 and as at 31st March 2025. Further, the
Company has overdraft facility in excess of H 5 crore during the year ended 31st March 2026 and 31st March
2025 and all the compliances have been complied with.
34.1 Disaggregation of the revenue information
The tables below present disaggregated revenues from contracts with customers for the year ended 31st March
2026 and 31st March 2025 by offerings. The Company believes that this disaggregation best depicts how the
nature, amount, timing and uncertainity of our revenues and cash flows are affected by industry, market and
other economic factors.
34.2 Trade receivables and contract balances
The Company classifies the right to consideration in exchange for deliverables as receivable.
A receivable is a right to consideration that is unconditional upon passage of time. Revenue is recognised as and
when the related goods / services are delivered / performed to the customer.
Trade receivable are presented net of impairment in the Balance Sheet.
Contract liabilities include payments received in advance of performance under the contract, and are realised
with the associated revenue recognised under the contract. Refer Note 32.
The Company expects to recognise the total outstanding contract liability as revenue in the next one year.
34.3 Performance obligations and remaining performance obligations
The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet
to be recognised as at the end of the reporting period and an explanation as to when the Company expects to
recognise these amounts in revenue. Applying the practical expedient as given in IND AS - 115, the Company
has not disclosed information about remaining performance obligations in contracts where the original contract
duration is one year or less or where the entity has the right to consideration that corresponds directly with the
value of entity's performance completed to date.
Note: Impact of Labour codes
On 21 November 2025, the Central Government issued four separate notifications in the Official Gazette announcing
implementation of four Labour Codes, viz., the Code on Wages, 2019, the Industrial Relations Code, 2020, the Code
on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020.These four codes
replace and consolidate 29 existing labour laws. Subsequent to the year-end, the Central Government has notified the
Code on Wages (Central) Rules, 2026, the Industrial Relations (Central) Rules, 2026, the Code on Social Security (Central)
Rules, 2026, and the Occupational Safety, Health and Working Conditions (Central) Rules, 2026. The corresponding
State Rules and certain other operational clarifications under the New Labour Codes are yet to be notified.
The four codes prescribe an inclusive definition of the term 'wages', which among other matters is relevant for
determination of post employment benefits including gratuity to all employees. In accordance with the definition,
certain specified items forming part of remuneration are not included in the wages and these excluded items cannot
exceed 50% of total remuneration. If there is an excess, then it is presumed that excess amount also forms part
of wages. The four codes also introduce changes related to leave entitlement and encashment for workers. Going
forward, workers' leave balance in excess of 30 days will be encashed at the end of each calendar year and workers will
have a right to demand encashment for entire leave.
The Company has assessed the implications of the New Labour Codes, and the impact is not material and has been
recognised in the financial results of the Company for year ended March 31, 2026. The Company continues to monitor
the notification of the remaining State Rules and clarifications, the impact of these will be accounted in accordance
with applicable accounting standards.
Notes:
(i) Based on Professional Advice / Management's assessment of all the above claims, the company expects a
favorable decision in respect of the above claims and hence no specific provision has been considered for the
above claims except for those disclosed in Note 33.
(ii) The amounts shown above represent the best possible estimates arrived at on the basis of the available
information. The uncertainties and possible reimbursement are dependent on the outcome of the various legal
proceedings which have been initiated by the Company or the Claimants, as the case may be and, therefore,
cannot be predicted accurately.
(iii) The Company is subject to income tax demands pertaining to assessment years 2014-15, 2017-18, 2018-19,
2020-21, 2021-22 and 2023-24, arising from disallowances and additions made in the course of assessment
proceedings, which are pending at various appellate forums, primarily before the Commissioner of Income Tax
(Appeals) [CIT(A)] and the Income Tax Appellate Tribunal (ITAT). Out of the total amount of contingent liability
disclosed above, H 5.29 Crores (Previous year: NIL) has been deposited under protest.
46 Employee benefits
46.1 Defined contribution plans
(a) The Company makes Provident and Pension Fund contributions, which is a defined contribution plan, for
qualifying employees. Additionally, the Company also provides, for covered employees, health insurance through
the Employee State Insurance scheme. Under the Schemes, the Company is required to contribute a specified
percentage of the payroll costs to fund the benefits. The contributions payable to these plans by the Company
are at rates specified in the rules of the schemes.
46.3 Defined benefit plans
The Company operates a gratuity plan covering qualifying employees. The benefit payable is calculated as per
the Payment of Gratuity Act, 1972 and the benefit vests upon completion of five years of continuous service and
once vested it is payable to employees on retirement or on termination of employment. In case of death while in
service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the gratuity
scheme administered by the Life Insurance Corporation of India.
In respect of the plan, the most recent actuarial valuation of the plan assets and the present value of the defined
benefit obligation were carried out as at 31st March 2026 by M/s Kapadia Actuaries and Consultants for the entire
group. The present value of the defined benefit obligation, and the related current service cost and paid service
cost, were measured using the projected unit cost credit method.
The plan assets comprise insurer managed funds. None of the assets carry a quoted market price in active market
or represent the entity's own transferable financial instruments or property occupied by the entity.
(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
diversed.
Sensitivity Analysis:
The benefit obligation results of a such a scheme are particularly sensitive to discount rate, salary growth and
employee attrition, if the plan provision do provide for such increases on commencement of pension.
The following table 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.
b) The Company expects to make a contribution of H 2.68 Crs during the next financial year.
c) The weighted average duration of the benefit obligation as at 31st March 2026 is 3.45 years (as at 31st March
2025 is 3.37 years).
d) Maturity profile of defined benefit obligation:
47 Segment reporting
The company is engaged in providing eye care and related services provided from its hospitals which are located in
India. Based on the "management approach" as defined in Ind-AS 108 - Operating Segments, the Chief Operating
Decision Maker (CODM) evaluates the company's performance and allocates resources based on an analysis of various
performance indicators by the overall business segment, i.e. Eye care related sales and services.
As the allocation of resources and profitability of the business is evaluated by the CODM on an overall basis, with
evaluation into individual categories to understand the reasons for variations, no separate segments have been
identified. Accordingly no additional disclosure has been made for the segmental revenue, segmental results and the
segmental assets & liabilities. All of the Company's current assets and Property , Plant & Equipment are in India.
48 Leases
The Company has taken medical equipment and buildings on leases having remaining lease terms of more than 1 year
to 15 years, with the option to extend the term of leases. Refer Note 6 for carrying amount of right-to-use assets at
the end of the reporting period by class of underlying asset.
49 Share-based payments
49.1 Stock Awards
Under the Company's stock awards program, 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 Ind AS 102. The amounts to be recovered from the subsidiaries and outstanding in
respect of the cost towards such stock awards given to its employees and doctors are disclosed under Note 20.
49.2 Employee Stock Option Plan (ESOP)
The stock awards granted generally vest over a four service period. The annual stock awards were granted
effective 28th November 2022; this effective date is the "award date" used for stock plan administration purposes
and shown in the awards agreement. The maximum number of shares in a stock award shall not exceed 2% of the
Paid Up Capital of the Company, as on August 12, 2022, comprising 1,58,5221 Options to or for the benefit of the
employees of the Group.
During the year ended March 31, 2026, the Nomination and Remuneration Committee, approved grant of 7,09,500
ESOPs under the Dr. Agarwal's Health Care Limited ESOP Scheme 2022. The ESOPs would vest equally 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.
51 Financial instruments
51.1 Capital management
The Company manages capital risk in order to maximise shareholders' profit by maintaining sound/optimal
capital structure. For the purpose of the Company's capital management, capital includes Equity Share Capital,
instruments in the nature of equity and Other Equity and Debt includes Borrowings, Lease Liabilities net of Cash
and Cash Equivalents and Other bank balances. The Company monitors capital on the basis of the following
gearing ratio. There is no change in the overall capital risk management strategy of The Company compared to
last year.
The management assessed that fair value of cash and cash equivalents, trade receivables, commercial papers,
loans, borrowings, trade payables and other current financial assets and liabilities approximate their carrying
amounts largely due to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be
exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
The following methods and assumptions were used to estimate the fair value/amortised cost
(i) Long-term fixed-rate receivables/borrowings are evaluated by the Company based on parameters such as
interest rates, specific country risk factors, individual losses and creditworthiness of the receivables
(ii) The fair value of unquoted instruments, loans from banks and other financial liabilities, as well as other non¬
current financial liabilities are estimated by discounting future cash flows using rates currently available for
debt on similar terms, credit risk and remaining maturities. In addition to being sensitive to a reasonably
possible change in the forecast cash flows or discount rate, the fair value of the unquoted instruments is also
sensitive to a reasonably possible change in the growth rates. The valuation requires management to use
unobservable inputs in the model, of which the significant unobservable inputs are disclosed in the tables
below. Management regularly assesses a range of reasonably possible alternatives for those significant
unobservable inputs and determines their impact on the total fair value.
(iii) Fair values of the Company's interest-bearing borrowings and loans are determined by using Discounted
Cash Flow (DCF) method using discount rate that reflects the issuer's borrowing rate as at the end of the
reporting period. The own non-performance risk as at 31st March 2026 & 31st March 2025 was assessed to be
insignificant.
There have been no transfers between the levels during the year. The management assessed that cash and cash
equivalents, bank balances other than cash and cash equivalents, trade receivables, commercial papers, 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).
The Company has applied a Monte Carlo simulation model to determine the fair value of the call and put option
contracts. The key assumptions include the assessment of the investee's enterprise value / recoverable value
(refer Note 8.3 for detailed assumptions used in estimating the enterprise value/recoverable value) and the
likelihood of the options being exercised
Details of financial assets and financial liabilities which were valued at fair value as of 31st March 2026 and 31st
March 2025 as disclosed in Note 51.2.
51.3 Financial risk management framework
The Company's board of directors have overall responsibility for the establishment and oversight of the
Company's risk management framework. The Company manages financial risk relating to the operations
through internal risk reports which analyze exposure by degree and magnitude of risk.
The Company's activities expose it to a variety of financial risks: liquidity risk, credit risk and market risk (including
interest rate risk, currency risk and other price risk). The Company's primary risk management focus is to
minimise potential adverse effects of market risk on its financial performance. The Company's risk management
assessment and policies and processes are established to identify and analyze the risks faced by the Company,
to set appropriate risk limits and controls, and to monitor risks and compliance with the same. Risk assessment
and management policies and processes are reviewed regularly to reflect changes in market conditions and
the Company's activities. The Board of Directors and the Audit Committee is responsible for overseeing the
Company's risk assessment and management policies and processes.
(a) Liquidity Risk Management:
Liquidity risk refers to the risk that the Company cannot meet its financial obligations as they become due. The
Company manages its liquidity risk by ensuring as far as possible, that it will always have sufficient liquidity
to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable
losses or risk to the Company's reputation. The Company maintains adequate reserves and banking facilities,
and continuously monitors the forecast and actual cash flows by matching maturing profiles of financial assets
and financial liabilities in accordance with the approved risk management policy of the Company periodically.
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 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.
(b) Credit Risk:
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument
fails to meet its contractual obligations. Credit risk encompasses of both, the direct risk of default and the risk
of deterioration of creditworthiness as well as concentration of risks. Financial instruments that are subject to
concentrations of credit risk principally consist of trade receivables, cash and cash equivalents, bank deposits and
other financial assets. None of the other financial instruments of the Company result in material concentration
of credit risk. Credit risk is controlled by analyzing credit limits and 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 Standalone 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 17.5)
(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 minimise 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.
(c) Market Risk:
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 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 before tax by the amounts shown below. This analysis assumes that all other variables, in
particular foreign currency rates, remain constant.
(c.2) Foreign Currency Risk Management:
The Company undertakes transactions denominated in foreign currencies and consequently, exposures to
exchange rate fluctuations arises. The Company has not entered into any derivative contracts during the year
ended 31st March 2026 and there are no outstanding contracts as at 31st March 2025.
Foreign Currency sensitivity analysis:
The following table details the Company's sensitivity to a 5% increase and decrease in H against the relevant
foreign currencies. 5% is the rate used in order to determine the sensitivity analysis considering the past trends
and expectation of the management for changes in the foreign currency exchange rate. The sensitivity analysis
includes the outstanding foreign currency denominated monetary items and adjusts their translation at the
period end for a 5% change in foreign currency rates. A positive number below indicates a increase in profit /
decrease in loss and increase in equity where the H strengthens 5% against the relevant currency. For a 5%
weakening of the H against the relevant currency, there would be a comparable impact on the profit or loss and
equity and balance below would be negative.
51.4 Fair value of financial assets and financial liabilities that are not measured at fair value (but
fair value disclosures are required)
The Management considers that the carrying amount of financial assets and financial liabilities recognised in the
Standalone financial statements approximate their fair values.
51.5 Offsetting of financial assets and financial liabilities
The Company has not offset financial assets and financial liabilities.
51.5 Fair value measurement
The Company measures financial instruments at fair value at each balance sheet date.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption
that the transaction to sell the asset or transfer the liability takes place either:
In the principal market for the asset or liability, or In the absence of a principal market, in the most advantageous
market for the asset or liability.
The fair value of an asset or a liability is measured using the assumptions that market participants would use
when pricing the asset or liability, assuming that market participants act in their best economic interest.
The principle or the most advantageous market must be accessible by the Company. A fair value measurement
of a non-financial asset takes into account a market participant's ability to generate economic benefits by using
the asset in its highest and best use or by selling it to another market participant that would use the asset in its
highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
Notes:
(i) The Company accounts for costs incurred by / on behalf of the Related Parties based on the actual invoices /
debit notes raised and accruals as confirmed by such related parties. The Related Parties have confirmed to
the Management that as at 31st March 2026 and 31st March 2025, there are no further amounts payable to /
receivable from them, other than as disclosed above. The Comapny 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) 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.
(iii) 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 provided Corporate
Guarantees amounting to H 1.99 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.
(iv) The transactions with related parties are made on terms equivalent to and those applicable to all unrelated
parties on arm's length transactions. The Company mutually negotiates and agrees transaction value and
payment terms with the related parties by benchmarking the same to transactions with non-related parties.
Outstanding trade and other receivable / trade and other payable balances are unsecured, interest free and
require settlement in cash. No security has been received against these receivables / has been given against
these payables. For the year ended 31st March 2026 and 31st March 2025, the Company has not recorded any
impairment of receivables relating to amounts owed by related parties (except as disclosed above)
Notes:
(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.
(iv) Since the figures are reported in crores, please note that '-' denotes NIL balance.
(v) All the figures disclosed above are excluding Goods and Service Tax
(vi) The Company initially measures the cost of Equity-settled transactions with employees using a black
scholes model to determine the fair value of the liability incurred. The assumptions and models used for
estimating fair value for share-based payment transactions are disclosed in Note 49.
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.
56 During the year, in view of improved presentation, the Company has
reassessed presentation of following
A. Balances in payment wallets as at the reporting date have been reclassified under "Other financial assets - Current"
which were earlier included in ""Cash and Cash equivalents"" amounting to H 3.14 crores as at 31st March 2026 (H
2.29 crores as at 31st March 2025).
B. Balances of certain Fixed deposits have been reclassified under "Other financial assets - Non-Current" which were
earlier included in "Bank balances other than cash and cash equivalents" and "Other financial assets - Current"
amounting to H 2.47 crores as at 31st March 2026 (H 4.14 crores as at 31st March 2025), based on their respective
nature/maturity schedules.
C. Employee Dues have been reclassified under "Other financial liabilities" which were earlier included in ""Trade
payables"" amounting to H 26.10 crores as at 31st March 2026 (H 20.75 crores as at 31st March 2025).
D. Gratuity payable has been reclassified under "Provisions - Current", which was earlier included in ""Other current
liabilities"" amounting to H 2.67 crores as at 31st March 2026 (H 2.05 crores as at 31st March 2025).
The above changes do not impact recognition and measurement of items in the Standalone Financial Statements,
and, consequentially, there is no impact on total equity and/ or profit (loss) for the current or any of the earlier periods.
Neither is there any material impact on presentation of cash flow statement. Considering the nature of changes,
the management believes that they do not have any material impact on the balance sheet at the beginning of the
comparative period and, therefore, there is no need for separate presentation of third balance sheet.
57 Audit Trail & Backup of accounting records
The Company has assessed various IT applications used by it, in the nature of accounting and other related
software considering the guidance provided in "Implementation guide on reporting on audit trail under Rule 11 (g)
of the Companies (Audit and Auditors) Rules, 2014 (Revised 2024 edition)" issued by the Institute of the Chartered
Accountants of India in February 2024.
Accordingly, the Company has used accounting software for maintaining its books of account which has a feature of
recording audit trail (edit log) facility and the same has operated throughout the year except that:
For software used by the Company to maintain hospital management records which was migrated from Ideamed
('legacy software') to Neo ('new software') during the year: (a) there is no feature of recording audit trail in the legacy
software; and (b) audit trail feature was not enabled for direct changes to data when using certain access rights, and
was enabled for other changes on 31st March 2026, in respect of the new software.
Audit trail feature for a software (Oracle NetSuite) used by the Company to maintain accounting records, which is
operated by a third-party software service provider, the management is not in possession of Service Organisation
Controls (‘SOC') report from the software service provider to determine whether audit trail feature for direct changes
made to data using privilege / administrative access rights (a) was enabled, operated or tampered during the year; and
(b) whether the audit trail were preserved as per statutory requirement for record retention.
Further, to the extent and for the period the audit trail feature was enabled and operated during the year, there was no
instance of audit trail feature being tampered with.
Additionally, the audit trail of relevant prior years has been preserved as per the statutory requirements for
record retention to the extent it was enabled and recorded in respect of the financial years 31st March 2025, and
31st March 2024.
58 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 2026 and
31st March 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of
1988) and the rules made thereunder.
(vi) The Company has been sanctioned working capital limits in excess of H5 crores, in aggregate, at any point of time
during the year from banks or financial institutions on the basis of security of assets. However, the Company is
not required to file quarterly returns or statement of current assets with banks or financial institutions.
(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, for the year ended 31st March 2026 and 31st March 2025.
(ix) 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 as at 31st March 2026 and 31st March 2025.
(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 or entity, 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 or entity, 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 year ended
31st March 2026 and 31st March 2025.
1
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 H10 per share to H1 per share. Further, bonus shares were allotted in the ratio of 2 bonus shares for every 1 share held. Accordingly,
the maximum number of shares in a stock award shall not exceed 47,55,660 Options (i.e. post effect of the stock split and bonus issue)
to or for the benefit of the employees of the Group.
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