1.19 Provisions, Contingent Liabilities and Contingent Assets (Ind AS 37)
1.19.1 Provisions
A provision is recognised in the balance sheet when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable (more likely than not) that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can be made. If the effect of the time value of money is material, provisions are measured by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost in the Statement of Profit and Loss.
1.19.2 Contingent Liabilities
A contingent liability is a possible obligation that arises from past events, whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company, or a present obligation that arises from past events but: (a) it is not probable that an outflow of resources will be required to settle the obligation; or (b) the amount of the obligation cannot be measured with sufficient reliability. Contingent liabilities are not recognised in the balance sheet but are disclosed in the notes to the financial statements, unless the possibility of an outflow of economic resources is remote.
1.19.3 Contingent Assets
A contingent asset is a possible asset that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Contingent assets are not recognised in the financial statements but are disclosed in the notes when an inflow of economic benefits is probable.
1.20 Income Taxes (Ind AS 12)
Income tax expense represents the sum of current tax and deferred tax. Tax is recognised in the Statement of Profit and Loss except to the extent that it relates to items recognised directly in equity or in Other Comprehensive Income, in which case the tax is also recognised in equity or in OCI respectively.
1.20.1 Current Tax
Current tax is determined based on the taxable income for the year, computed in accordance with the provisions of the Income Tax Act, 1961 at the applicable tax rates and in accordance with the applicable tax laws. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis.
1.20.2 Deferred Tax
Deferred tax is recognised using the balance sheet liability method on temporary differences between the carrying amounts of assets and liabilities in the balance sheet and the corresponding tax bases used in the computation of taxable profit.
Deferred Tax Liabilities (DTL): DTL is recognised for all taxable temporary differences, except: (a) where the DTL arises from the initial recognition of goodwill; and (b) where the DTL arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither accounting profit nor taxable profit or loss.
Deferred Tax Assets (DTA): DTA is recognised for all deductible temporary differences, carry¬ forward of unused tax credits and unused tax losses, to the extent it is probable that taxable profit will be available against which the deductible temporary differences and the carry-forward of unused tax credits and unused tax losses can be utilised. The carrying amount of DTA is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available.
Non-recognition of DTA in respect of investments in subsidiaries: A deferred tax liability is not recognised in respect of taxable temporary differences associated with investments in subsidiaries where the Company is able to control the timing of the reversal of the temporary differences and it is probable that the temporary differences will not reverse in the foreseeable future.
Measurement: Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset is realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset.
1.21 Borrowing Costs (Ind AS 23)
Borrowing costs directly attributable to the acquisition, construction, or production of a qualifying asset (i.e., an asset that necessarily takes a substantial period of time to get ready for its intended use or sale) are capitalised as part of the cost of that asset until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised as an expense in the Statement of Profit and Loss in the period in which they are incurred.
The Company has not incurred any borrowing costs in respect of qualifying assets during the year ended 31 March 2026. The interest and finance charges on short-term borrowings have accordingly been expensed in full in the Statement of Profit and Loss.
1.22 Earnings Per Share (Ind AS 33)
Basic Earnings Per Share: Basic earnings per share (EPS) is calculated by dividing the net profit or loss for the year attributable to equity shareholders of the Company by the weighted average number of equity shares outstanding during the year. Earnings are adjusted for any post-tax effects of preference dividends, differences on the settlement of preference shares, and similar items. The weighted average number of equity shares is computed by adjusting shares in issue at the beginning of the year by shares issued or bought back during the year, on a time-proportionate basis.
Diluted Earnings Per Share: Diluted EPS is calculated by dividing the net profit or loss attributable to equity shareholders (after adjusting for the after-tax effect of interest and other financing costs associated with dilutive potential equity shares) by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares. Where diluted EPS is anti¬ dilutive (i.e., where conversion would increase EPS in a loss year or decrease EPS in a profit year), the effect of potential dilutive equity shares is ignored.
Multiple Equity Issuances — Weighted Average Computation: Where the Company has issued equity shares at different dates during the financial year (whether for cash or as consideration for acquisition of investments), the weighted average number of shares is computed by multiplying each tranche of shares by the fraction of the year for which those shares were outstanding.
1.23 Foreign Currency Transactions and Translations (Ind AS 21)
The functional currency of the Company is the Indian Rupee (Rs.). Items included in the financial statements are measured using the functional currency. Transactions in foreign currencies are initially translated into the functional currency at the spot exchange rate at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate prevailing at the balance sheet date. Exchange differences arising on translation are recognised in the Statement of Profit and Loss in the period in which they arise.
Non-monetary assets and liabilities denominated in foreign currencies that are measured at historical cost are translated using the exchange rate at the date of the transaction. Non-monetary assets measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on non-monetary items, such as equity instruments held at FVTPL, are reported as part of the fair value gain or loss.
1.24 Segment Reporting (Ind AS 108)
Operating segments are identified and reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The CODM is responsible for allocating resources and assessing the performance of the operating segments. The CODM has been identified as the Managing Director of the Company.
The Company's business activities, as defined in its Memorandum of Association, span healthcare services (including hospital operations, diagnostics, digital health, and telemedicine), hospitality and lodging services, and wellness and fitness services. During the year ended 31 March 2026, the Company is in an early-stage transition to these activities. At the standalone level, direct operations in healthcare, hospitality, and wellness have not commenced, as the Company has implemented its business strategy through acquisition of subsidiaries. The CODM monitors the Company's performance as a single segment encompassing healthcare, hospitality, and wellness at this stage.
Accordingly, no separate segment information is presented in these standalone financial statements. All assets and liabilities of the Company are attributed to this single segment.
1.25 Leases (Ind AS 116)
At the commencement of a contract, the Company assesses whether the contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
1.25.1 Company as Lessee
The Company recognises a right-of-use (ROU) asset and a corresponding lease liability at the lease commencement date for all leases, except as described in Note 1.25.2 below.
Lease Liability: The lease liability is initially measured at the present value of the lease payments not yet paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company's incremental borrowing rate. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and reducing it by the lease payments made.
Right-of-Use Asset: The ROU asset is initially measured at cost, comprising the initial amount of the lease liability, any initial direct costs, any lease payments made at or before the commencement date, and restoration costs. The ROU asset is subsequently measured at cost less any accumulated depreciation and impairment losses and adjusted for any remeasurement of the lease liability. Depreciation is recognised on a straight-line basis from the commencement date to the earlier of the end of the useful life of the ROU asset or the end of the lease term.
1.25.2 Short-Term Leases and Low-Value Assets
The Company applies the short-term lease recognition exemption to leases that have a lease term of 12 months or less from the commencement date. The Company also applies the low-value asset recognition exemption to leases where the underlying asset is of low value (being assets with a value when new below approximately Rs.3,50,000). Lease payments for short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.
1.26 Share Capital and Transaction Costs on Issue of Equity Shares
Equity shares are classified as equity. Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are recognised as a deduction from equity, net of any tax effects, and are adjusted against the securities premium account.
Where shares are issued as consideration for the acquisition of investments (share swap), the shares are initially recognised at their fair value on the date of allotment. The difference between the fair value of shares issued and their face value is recognised in the securities premium account.
The Company does not buy back its own shares unless specifically authorised by shareholders in accordance with the provisions of the Companies Act, 2013.
1.27 New Standards, Amendments and Interpretations
The Ministry of Corporate Affairs (MCA) notifies new standards or amendments to existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. There are no new standards or amendments to the existing standards notified as at the balance sheet date that have a material impact on the financial statements of the Company for the year ended 31 March 2026.
1.28 Rounding, Regrouping and Comparative Information
The financial statements are presented in Indian Rupees (Rs.) and amounts are rounded to the nearest rupee.
Prior year comparatives have been regrouped or reclassified wherever necessary to conform to the current year's presentation.
The amounts disclosed under the financial statements have been rounded off to the nearest rupee, except as stated otherwise in any particular note.
iv. Rights, preferences and restrictions attached to equity shares
The Company has only one class of equity shares having a par value of ^ 10 per share. Each holder of equity shares is entitled to one vote per share. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to the number of equity shares held by the shareholders.
v. Shares held by the holding company / ultimate holding company and their subsidiaries or associates
Nil - The Company does not have a holding company or ultimate holding company.
Notes:
(i) Basic EPS is computed by dividing the net profit / (loss) for the year attributable to the equity shareholders of the Company by the weighted average number of equity shares outstanding during the year.
(ii) Diluted EPS is computed by dividing the net profit / (loss) attributable to equity shareholders by the weighted average number of equity shares outstanding during the year, adjusted for the effects of all dilutive potential equity shares. The Company does not have any potential dilutive equity shares; accordingly, Diluted EPS is the same as Basic EPS.
(iii) During the year, the Company allotted 45,00,000 equity shares on 27.05.2025 and 4,05,21,836 equity shares on 04.03.2026. These shares have been included in the weighted average number of equity shares from their respective dates of allotment.
D. Terms, Conditions and Other Notes:
(i) Transactions with related parties are made in the ordinary course of business and on terms equivalent to those that prevail in arm’s length transactions.
(ii) Outstanding balances at the year end are unsecured and interest-free (except loans, if any) and settlement occurs in cash.
(iii) No guarantees have been given or received in respect of related party receivables or payables. No expense has been recognised during the year for bad or doubtful debts in respect of amounts owed by related parties.
(iv) KMP compensation excludes provision for gratuity and compensated absences, as the same is determined on an actuarial basis for the Company as a whole.
(v) Related parties have been identified by the management and relied upon by the auditors.
(vi) Transactions with related parties, wherever applicable, have been approved by the Audit Committee / Board of Directors in terms of Section 177 and Section 188 of the Companies Act, 2013 and are disclosed in Form AOC-2, where required.
(vii) During the year, the Company granted short-term unsecured loans to related parties carrying interest at the rate of 9.00% per annum. A loan of ^150.00 lakh was granted to GTT Data Solutions and a loan of ^50.00 lakh was granted to Health Secure Hospital Care & Solutions Private Limited.
As at 31 March 2026, the outstanding balance recoverable from GTT Data Solutions amounted to ^156.99 lakh, which includes accrued interest of ^6.99 lakh. The outstanding balance recoverable from Health Secure Hospital Care & Solutions Private Limited amounted to ^51.11 lakh, which includes accrued interest of ^1.11 lakh.
The Company's capital management objective is to maintain a strong capital base to support its transition into healthcare, hospitality and wellness operations, sustain investor and creditor confidence, and preserve financial flexibility. The Board of Directors monitors the Company's capital structure at each Board meeting, having particular regard to the Company's investment in subsidiaries and the deferred consideration obligations arising from their acquisition.
Capital is defined as total equity plus net debt. The Company monitors capital using a gearing ratio and a net debt-to-equity ratio.
The Company classifies its financial assets and financial liabilities in accordance with Ind AS 109 on initial recognition. Financial assets are classified as subsequently measured at amortised cost, Fair Value Through Other Comprehensive Income (FVTOCI), or Fair Value Through Profit or Loss (FVTPL), based on the contractual cash flow characteristics of the instrument and the Company's business model for managing financial assets. Financial liabilities are classified at amortised cost unless designated at FVTPL. Investments in subsidiaries are accounted for at cost in accordance with Ind AS 27 and are outside the scope of Ind AS 109 classification.
30.2 Fair Value Hierarchy
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3: Inputs that are unobservable (i.e., not derived from market data). DCF models using management assumptions are used, incorporating counterparty credit risk.
*The fair values for Non-current Investments & Loans were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including counterparty credit risk.
The Fair Values of Short term advances, Trade payables, Other financial assets (current), Other financial liabilities, Borrowings (current) & Cash and cash equivalents are considered to be same as the carrying amounts, due to their short-term nature.
30.3 Credit Risk Management
Credit risk is the risk of financial loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises principally from loans advanced to GTT Data Solutions Limited (^156.99 Lacs) and Health Secure Hospital Care & Solutions Private Limited (^51.11 Lacs), and from bank balances.
The Company applies the Expected Credit Loss (ECL) model under Ind AS 109 to assess impairment of these financial assets. Based on management's evaluation of the counterparties' financial condition, repayment history, and the absence of any default or overdue amounts as at the reporting date, the probability of default has been assessed as low. Accordingly, no ECL provision has been recognised on these loans as at 31 March 2026.
Bank balances are held with scheduled commercial banks having strong credit ratings. The Company considers the probability of default as negligible and accordingly no ECL is recognised on bank balances.
30.4 Liquidity Risk Management
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The maturity profile of contractual undiscounted cash flows of financial liabilities is as follows:
30.5 Market Risk
30.5.1 Interest Rate Risk
The Company's short-term borrowing of ^252.00 Lacs carries a fixed rate negotiated at inception. No variable / MCLR-linked facilities are outstanding; accordingly no interest rate sensitivity analysis is presented.
30.5.2 Foreign Currency Risk
The Company has no foreign currency exposure as at 31 March 2026.
30.5.3 Price / Equity Risk
The Company does not hold quoted equity securities or commodity derivatives as investments (other than its investments in unlisted subsidiaries, carried at cost). Accordingly, no material price risk exposure arises.
Note 31 : Additional Regulatory Information
(As required under Part I of Division II of Schedule III to the Companies Act, 2013, as amended by MCA Notification G.S.R. 207(E) dated 24th March, 2021)
(i) Title Deeds of Immovable Properties not held in the name of the Company
The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company.
(ii) Fair Value of Investment Property
The Company does not hold any investment property.
(iii) Revaluation of Property, Plant and Equipment
The Company has not revalued its Property, Plant and Equipment (including Right-of-Use Assets) during the year.
(iv) Revaluation of Intangible Assets
The Company has not revalued its Intangible Assets during the year.
(vi) Capital Work-in-Progress (CWIP) Ageing Schedule
The Company does not have any capital work-in-progress.
(vii) Intangible Assets under Development - Ageing Schedule
The Company does not have any intangible assets under development.
(viii) Details of Benami Property Held
No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
(ix) Borrowings from Banks or Financial Institutions on the basis of Security of Current Assets
The Company has not been sanctioned working capital limits from banks or financial institutions on the basis of security of current assets during the year.
(x) Wilful Defaulter
The Company has not been declared a wilful defaulter by any bank or financial institution or other lender.
(xi) Relationship with Struck Off Companies
The Company has no transactions with, or outstanding balances against, companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.
(xii) Registration of Charges or Satisfaction with Registrar of Companies (ROC)
There are no charges or satisfaction of charges which are yet to be registered with the Registrar of Companies beyond the statutory period.
(xiii) Compliance with Number of Layers of Companies
The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on Number of Layers) Rules, 2017.
Reasons for variance:
1. The current ratio declined as the increase in current liabilities (mainly deferred consideration payable towards acquisition of subsidiaries) during the year was higher than the increase in current assets, resulting in lower short-term liquidity.
2. The Company did not have any debt service obligations (interest and principal repayments) falling due during the year, as against the previous year, resulting in
3. Return on equity turned negative as the Company incurred a net loss during the year, mainly due to the absence of revenue from operations and of the exceptional income recognised in the previous year, as against a net profit earned in the previous year.
4. The Company did not have any revenue from operations / net credit sales during the year, as against the previous year, resulting in the ratio declining to Nil.
5. The net capital turnover ratio declined to Nil as the Company did not earn any revenue from operations during the year.
6. The net profit ratio declined to Nil as the Company did not have any revenue from operations during the year against which net profit could be expressed.
7. Return on capital employed turned negative as the Company's earnings before interest and tax turned negative during the year on account of the net loss
8. The return on investment declined mainly due to lower income generated from investments during the year as compared to the previous year.
(xv) Compliance with Approved Scheme(s) of Arrangements
The Company has not entered into any scheme of arrangement approved by the Competent Authority in terms of Sections 230 to 237 of the Companies Act, 2013 during the year.
(xvi) Utilisation of Borrowed Funds and Share Premium
(A) 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.
(B) 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.
(xvii) Undisclosed Income
The Company does not have any transactions not recorded in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as search or survey or any other relevant provisions of the Income Tax Act, 1961). Further, there are no previously unrecorded income and related assets.
(xviii) Corporate Social Responsibility (CSR)
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility are not applicable to the Company.
(xix) Details of Crypto Currency or Virtual Currency
The Company has not traded or invested in crypto currency or virtual currency during the financial year.
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