s. Provisions, contingent liabilities and contingent assets
Provisions are recognized only when there is a present obligation, as a result of past events, and when a reliable estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of money is material.
Contingent liability is disclosed for:
• Possible obligations which will be confirmed only by future events not wholly within the control of the Company; or
• 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.
Contingent assets are neither recognized nor disclosed. However, when realization of income is virtually certain, related asset is recognized.
t. Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to chief operating decision maker (CODM). The Managing Director is the Company CODM within the meaning of Ind AS 108.
u. Earnings per equity share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average
number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
v. Events after reporti ng date
Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the standalone financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.
3. ESTIMATES AND ASSUMPTIONS
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company.
Recognition of deferred tax assets - The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Company's future taxable income against which the deferred tax assets can be utilized. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties.
Evaluation of indicators for impairment of assets: The
evaluation of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.
Recoverability of advances/receivables: At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit loss on outstanding receivables and advances.
Useful lives of depreciable/amortizable assets:
Management reviews its estimate of the useful lives of depreciable/amortizable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of certain software, customer relationships, IT equipment and other plant and equipment.
Measurement of Defined benefit obligation (DBO):
Management's estimate of the DBO is based on a number of critical underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.
Impairment of Investments: The Company assesses impairment of investments in subsidiaries which are recorded at cost. At the time when there are any indicators that such investments have suffered a loss, if any, is recognized in the statement of profit and loss. The recoverable amount requires estimates of operating margin, discount rate, future growth, terminal value, etc., based on management's best estimate.
Loss allowance of trade receivables: In calculating expected credit loss, the Company uses simplified approach for making provision of expected credit losses on trade receivable using a provision matrix to mitigate the risk of default payment and make appropriate provision at each reporting date.
4. USE OF JUDGEMENTSFollowing are the critical judgements:
Leases: Ind AS 116 - Leases requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease if the use of such option is reasonably certain. The Company makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Company considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Company's operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances.
Income taxes: Significant judgements are involved in determining the provision for income taxes including judgement on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. The recognition of taxes that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.
Provisions and contingent liabilities: The Company exercises judgement in measuring and recognising provisions and the exposures to contingent liabilities related to pending litigation or other outstanding claims subject to negotiated settlement, mediation, government regulation, as well as other contingent liabilities. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual losses may be different from the originally estimated provision. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.
5. RECENT ACCOUNTING PRONOUNCEMENTS
Ministry of Corporate Affairs ('MCA') notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the current year, MCA has notified amendment to Ind AS-21 The Effects of Changes in Foreign Exchange Rates, Ind AS - 1 Presentation of Financial Statements, Ind AS 7 - Statement of Cash Flows, Ind AS 107 - Financial Instruments: Disclosures and Ind AS -12 Income Taxes, applicable to the Company w.e.f. 01 April 2025. The Company has reviewed the new pronouncements and based on its evaluation has appropriately accounted for in its financial statements.
(b) Terms and rights attached to equity shares
The Company has only one class of equity shares having a par value of ' 2 per share(31 March 2025 : ' 10 per share). Each holder of equity shares is entitled to one vote per share. The Company declares and pays dividends in Indian rupees pro-rata based on paid-up value. The dividend proposed by the Board of Directors, if any, is subject to the approval of the shareholders in the ensuing general meeting. In respect of equity shares which are not fully paid, the Board of Directors have the right to call the unpaid amount and the rights of such shares shall rank pari-passu with the fully paid up equity shares to the extent of amount paid-up on such partly paid up shares.
I n the event of liquidation of the Company, the holders of equity shares will be entitled to receive the remaining assets of the Company in proportion to their shareholding.
During the year, there has been a stock split of equity shares from face value of ' 10 each to ' 2 each and there has been issue of 34,640,680 Bonus CCPS of ' 2 each to the equity shareholders in the ratio of 2 Bonus CCPS for every one equity share.
(c) Terms and rights attached to Series A CCPS
The Company had issued 800,743 non-cumulative CCPS of face value of ' 10 each fully paid-up as follows: 390,094 on 22 November 2011 at a premium of ' 248.25 per share and 410,649 on 14 December 2012 at a premium of ' 266.70 per share. The CCPS carry dividend of 0.001% per annum.
Pursuant to the terms of the issue, 1 (one) CCPS shall be compulsorily convertible into 1 (one) equity share of ' 10 each fully paid- up, at the option of the holder, in accordance with the terms of the Shareholders Agreement dated 18 November 2011 ("Series A Shareholder's Agreement") between the Company, Bessemer Venture Partners Trust ("BVP") and other shareholders. If the CCPS holders do not exercise the conversion option, 1 (one) CCPS shall be automatically converted into 1(one) equity share of ' 10 each at the end of 15th year from the date of completion as defined in the Series A Shareholder's Agreement subject to the events and conditions laid down therein. The conversion ratio shall be adjusted for any issuance or deemed issuance of shares at a price which is less than the conversion price. In the event of liquidation of the Company before conversion of CCPS, the holders of CCPS will have priority over equity shares in the payment of dividend and repayment of capital.
(d) Terms and rights attached to Series B CCPS
The Company had issued 855,717 non-cumulative CCPS of face value of ' 10 each fully paid-up at a premium of ' 686.33 per share on 19 May 2014. The CCPS carry dividend of 0.001% per annum.
Pursuant to the terms of the issue, 1 (one) CCPS shall be compulsorily convertible into 1 (one) equity share of ' 10 each fully paid-up, at the option of the holder, in accordance with the terms of the Shareholders Agreement dated 7 May 2014 ("Series B Shareholder's Agreement") between the Company, BVP, International Finance Corporation ("IFC") and other shareholders. If the CCPS holders do not exercise the conversion option, 1 (one) CCPS shall be automatically converted into 1 (one) equity share of ' 10 each at the end of 15th year from the date of completion as defined in the Series B Shareholder's Agreement subject to the events and conditions laid down therein. The conversion ratio shall be adjusted for any issuance or deemed issuance of shares at a price which is less than the conversion price. In the event of liquidation of the Company before conversion of CCPS, the holders of CCPS will have priority over equity shares in the payment of dividend and repayment of capital.
(e) Terms and rights attached to Series C CCPS
The Company had issued 224,119 non-cumulative CCPS of face value of ' 10 each fully paid-up at a premium of ' 913.65 on 21 September 2016. The CCPS carry dividend of 0.001% per annum.
Pursuant to the terms of the issue, 1 (one) CCPS shall be compulsorily convertible into 1 (one) equity share of ' 10 each fully paid-up, at the option of the holder, in accordance with the terms of the Shareholder's Agreement dated 19 August 2016 ("Series C Shareholders Agreement") between the Company, BVP, IFC and SeaBean Dialysis Partners ("SDP"). If the CCPS holders do not exercise the conversion option, 1 (one) CCPS shall be automatically converted into 1(one) equity share of ' 10 each at the end of 20th year from the date of completion as defined in the Series C Shareholder's Agreement subject to the events and conditions laid down therein. The conversion ratio shall be adjusted for any issuance or deemed issuance of shares at a price which is less than the conversion price. In the event of liquidation of the Company before conversion of CCPS, the holders of CCPS will have priority over equity shares in the payment of dividend and repayment of capital.
(f) Terms and rights attached to Series D CCPS
The Company has issued 969,387 non-cumulative CCPS of face value of ' 10 each fully paid-up at a premium of ' 1,53737 on 27 November 2019. The CCPS carry dividend of 0.001% per annum.
Pursuant to the terms of the issue, 1 (one) CCPS shall be compulsorily convertible into ~1.05 (one point zero five) equity share of ' 10 each fully paid-up, at the option of the holder, in accordance with the terms of the Shareholder's Agreement dated 06 November 2019 ("Series D Shareholder's Agreement") between the Company, BVP, IFC, InvestCorp Private Equity Fund II ('IPF-II'), and Healthcare Parent Limited ('HPL'). If the CCPS holders do not exercise the conversion option, 1 (one) CCPS shall be automatically converted into ~1.05 (one point zero five) equity share of ' 10 each at the end of 20th year from the date of completion as defined
in the Series D Shareholder's Agreement subject to the events and conditions laid down therein. The conversion ratio shall be adjusted for any issuance or deemed issuance of shares at a price which is less than the conversion price. In the event of liquidation of the Company before conversion of CCPS, the holders of CCPS will have priority over equity shares in the payment of dividend and repayment of capital.
(g) Terms and rights attached to Series E CCPS
The Company had issued 545,377 non-cumulative CCPS of face value of ' 10 each fully paid-up as follows: 424,182 on 24 December 2021 at a premium of ' 3290.473 per share, 45,448 on 20 January 2022 at a premium of ' 3290473 per share and 75,747 on 21 January 2022 at a premium of ' 3290473 per share. The CCPS carry dividend of 0.001% per annum.
Pursuant to the terms of the issue, 1 (one) CCPS shall be compulsorily convertible into 1 (one) equity share of ' 10 each fully paid- up, at the option of the holder, in accordance with the terms of the Shareholders Agreement dated 24 November 2021 ("Series E Shareholder's Agreement") between the Company, IIFL Special Opportunities Fund, Series 9, Investcorp India Private Equity Opportunity Holding Limited and Bessemer Venture Partners Trust. The conversion ratio shall be adjusted for any issuance or deemed issuance of shares at a price which is less than the conversion price. In the event of liquidation of the Company before conversion of CCPS, the holders of CCPS will have priority over equity shares in the payment of dividend and repayment of capital.
(h) Terms and rights attached to Series F CCPS
The Company had issued 270,344 non-cumulative CCPS of face value of ' 10 each fully paid-up at a premium of ' 3,688.98 million during the year ended 31 March 2025. The CCPS carries dividend of 0.001% per annum.
Pursuant to the terms of the issue, 1 (one) CCPS shall be compulsorily convertible into 1 (one) equity share of ' 10 each fully paid-up, at the option of the holder, in accordance with the terms of the Shareholders Agreement dated 08 April, 2024 ("Series F Shareholder's Agreement") between the Company, International Finance Corporation, Bessemer Venture Partners Trust, Investcorp Private Equity Fund Ii, Healthcare Parent Limited, 360 One Special Opportunities Fund - Series 9, Investcorp India Private Equity Opportunity Limited, Edoras Investment Holdings Pte. Ltd, 360 One Special Opportunities Fund - Series 10, Investcorp Growth Opportunity Fund, Mr Vikram Vuppala, Mr. Kamal D Shah, Viraaj Family Trust, Manvi Family Trust, Other Shareholders listed in Schedule 1 of the Shareholders Agreement. In the event of liquidation of the Company before conversion of CCPS, the holders of CCPS will have priority over equity shares in the payment of dividend and repayment of capital.
(i) During the year, the Company has converted all outstanding CCPS of ' 10 each via circular resolution dated 23 October 2025 into fully paid-up equity shares of ' 2 each. The conversion was undertaken in accordance with the terms of issue and the Amended and Restated Shareholders' Agreement dated 08 April 2024 (as amended). The applicable conversion ratios duly reflected the effect of: (a) the sub-division of the face value of equity shares from ' 10/- each to ' 2/ each; and (b) the issuance of Bonus CCPS to maintain proportionate shareholding entitlements.
Pursuant to the above conversion 2,318,232 Original CCPS stood converted into 35,198,265 fully paid-up equity shares of ' 2 each.
(j) Terms of Bonus CCPS
Pursuant to a resolution at the meetings of the Board of Directors and shareholders of the Company during the year, the Company has issued 34,640,680 Bonus CCPS of face value ' 2 each as bonus to the existing equity shareholders in the ratio of 2 Bonus CCPS for every 1 equity share. These Bonus CCPS were issued by capitalization of securities premium which would get converted in the ratio of 1 equity share for every 1 Bonus CCPS. Subsequently, vide resolution dated 12 June 2025 the Company has issued a variation right to the Bonus CCPS holders. The conversion of Bonus CCPS with a variation right were dependent on the achievement of target Operational EBITDA for the quarter ended September 2025. Accordingly, these 3,889,830 number of Bonus CCPS with a variation right were classified as a financial liability on the date of issue and recognized at fair value of ' 4,966.83 million. Subsequently, as the number of equity shares into which these Bonus CCPS would get converted into 8,612,084 equity shares have been determined based on the achievement of the target Operational EBITDA for the quarter ended 30 September 2025, these Bonus CCPS had been reclassified as "instruments entirely of an equity in nature". Accordingly, the fair value of the financial liability amounting to ' 5,338.72 million had been reclassified as instruments entire equity in nature and securities premium to the tune of ' 778 million and ' 5,330.94 million respectively, with a consequent charge to the statement of profit and loss amounting to ' 371.89 million on account of interest expense on financial liability measured at fair value. During the year these Bonus CCPS have been converted into 39,362,934 equity shares of ' 2/- each per share vide resolution dated 23 October 2025.
Description of the nature and purpose of Other Equity:
(i) Securities premium: Securities premium reserve represents the premium received on issue of shares in excess of face value. It is utilized in accordance with the provisions of the "Act".
(ii) Employee stock option reserve represents reserve in respect of equity settled share options granted to the Company's employees in pursuance of the Employee Stock Option Plan.
(iii) General reserve comprises of transfer of profits from retained earnings for appropriation purposes. The reserve can be distributed/utilized by the Company in accordance with the Companies Act, 2013.
(iv) Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distribution to shareholders.
(a) As at 31 March 2026, term loans from banks include loans from HDFC Bank Limited aggregating to ' 1.64 million. These loans
are secured by way of:
(i) First and exclusive charge on the vehicles hypothecated for which loans are taken.
(ii) These loans carry interest rates ranging from 8.15% to 9.10% per annum and are repayable over 48 months in equated monthly instalments.
(iii) All the term loans excluding vehicle loans outstanding as at 31 March 2025 are repaid during the year ended 31 March 2026.
As at 31 March 2025, term loans from banks include loans from HDFC Bank Limited aggregating to ' 634.08 million, which is
secured by way of:
(i) First pari-passu charge along with HSBC Bank on the entire current assets of the Company (both present and future) in respect of ' 15714 million, and
(ii) First pari-passu charge along with HSBC Bank on the entire current and fixed assets of the Company (both present and future) in respect of ' 476.94 million.
(iii) These loans carry interest rates ranging from 8.21% to 8.94% per annum and are repayable over 60 to 135 months in equated monthly instalments.
(iv) The above term loans from HDFC Bank Limited aggregating to 49.86 million, which is secured by way of 100% guarantee provided by National Credit Guarantee Trust Company (Ministry of Finance, Government of India) under the "Emergency Credit Line Guaranteed Scheme.
(b) The Company has complied with all the covenants mentioned in its loan agreements with respect to the year ended
31 March 2026 and 31 March 2025.
Note:
(a) As at 31 March 2026, working capital facilities include an overdraft facility from HSBC ' 2.62 million carrying interest between 7.35% to 8.63% per annum, secured by first pari passu charge on current assets.
(b) As at 31 March 2026, working capital facilities include Bills discounted under Trade Receivables Discounting System (TReDS) on the M1 Exchange platform aggregating to ' 21.15 million which represent invoices payable to MSME vendors that have been accepted by the Company on the platform and discounted with participating banks/financiers. These borrowings are repayable on the respective due dates as agreed with participation banks/financiers and carry an interest rate ranging from 7.75% to 8.00% per annum (also refer note (f)).
(c) As at 31 March 2025, working capital facilities comprised cash credit facilities from HDFC ' 504.90 million and overdraft from HSBC ' 88.58 million, secured by first pari passu charges on current assets and carrying interest at repo rate plus a spread of 2.11% per annum where the effective rate is 8.22% to 8.63% per annum. During the year ended 31 March 2026, these cash credit accounts maintained net debit balances and accordingly have been disclosed under Cash and cash equivalents (refer note 18). The underlying sanctioned facilities continue to remain available to the Company.
(d) Borrowings include credit card balances payable amounting to ' 0.37 million as at 31 March 2026 (31 March 2025: ' 2.71 million), which are repayable on a monthly basis.
(e) Quarterly returns filed by the Company to the banks are in agreement with books of accounts.
(f) The Company participates in a supplier finance arrangement under which its suppliers may elect to receive early payment of their invoices from a bank. Under the arrangement, the bank agrees to pay amounts due to participating suppliers in respect of invoices owed by the Company and the Company repays the bank at a later date.
The Company has the following post employment benefit plans:(a) Defined contribution plans
Contributions were made to provident fund and Employees' State Insurance in India for the employees of the Company as per the regulations. These contributions are made to registered funds administered by the Government of India. The obligation of the Company is limited to the respective amount contributed and it has no further contractual nor any other constructive obligation. The expense recognized during the period in the standalone statement of profit and loss towards defined contribution plans is ' 57.61million (31 March 2025: ' 48.61 million).
(b) Defined benefit plan
The Company has a defined benefit gratuity plan. Every employee who has completed continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is determined in accordance with the Code on Social Security, 2020. These benefits are unfunded. The principal actuarial assumptions used in determining gratuity obligation for the Company's plans are shown below:
Discount rate: The discount rate is based on the prevailing market yields of Indian government securities as at the balance sheet date for the estimated term of the obligations.
Salary escalation rate: The estimates of future salary increases considered take into account inflation, seniority, promotion and other relevant factors.
Attrition rate: Represents the Company's best estimate of employee turnover in future (other than on account of retirement, death or disablement) determined considering various factors such as nature of business, retention policy, industry factors, past experience, etc.
(vi) Sensitivity analysis
Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation and current service cost by the amounts shown below:
(c) On 21 November 2025, the Government of India notified the four Labour Codes - 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 - consolidating 29 existing labour laws. The Ministry of Labour and Employment published Central Rules and FAQs to enable assessment of the financial impact due to the changes in regulations. The Company has assessed and accounted the incremental impact of these changes on the basis of actuarial opinion obtained and the best information available, consistent with the guidance provided by the Institute of Chartered Accountants of India. The Company continues to monitor the finalization of Central / State Rules and clarifications from the Government on other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such developments as needed.
B. Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Company, leading to a financial loss. The Company is mainly exposed to the risk of its balances with the bankers, investment in mutual funds and trade and other receivables. None of the Company's cash equivalents, other bank balances, investment in mutual funds, loans and security deposits were past due or impaired as at 31 March 2026 and 31 March 2025.
Credit risk arising from investment in mutual funds and other balances with banks is limited because the counterparties are banks and recognized financial institutions with high credit ratings assigned by the credit rating agencies.
Customer credit risk is managed by the respective department subject to Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on individual credit limits as defined by the Company. Outstanding customer receivables are regularly monitored.
As per simplified approach, the Company makes provision for expected credit losses on trade receivables using a provision matrix to mitigate the risk of default payment and makes appropriate provision at each reporting date.
37. FINANCIAL INSTRUMENTS RISK MANAGEMENT A. Market risk:
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and currency risk. Financial instruments affected by market risk mainly include borrowings. The Company is not significantly impacted by currency risks.
i. Interest rate risk:
The Company's borrowings carried at amortized cost are either variable rate instruments or fixed rate instruments. The fixed rate instruments are not subject to fluctuation because of a change in market interest rates. The Company considers the impact of fair value changes on account of interest rate changes as not material.
The Company's variable rate borrowing is subject to interest rate risk because of changes in interest rates.
C. Liquidity risk
The Management maintains sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, the Company maintains flexibility in funding by having committed facilities.
Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates. In addition, the Company's liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.
38. CAPITAL RISK MANAGEMENT
The Company's objective when managing capital is to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for stakeholders. The Company also proposes to maintain an optimal capital structure to reduce the cost of capital. Hence, the Company may adjust any dividend payments, return capital to shareholders or issue new shares. Total capital is the equity as shown in the statement of financial position. Currently, the Company primarily monitors its capital structure on the basis of gearing ratio. Management is continuously evolving strategies to optimize the returns and reduce the risks. It includes plans to optimize the financial leverage of the Company.
39. FAIR VALUE MEASUREMENTS
(i) Fair value hierarchy
Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:
Level 1: Quoted prices (unadjusted) in active markets for financial instruments.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
The Company does not have any financial instruments measured using the fair value hierarchy.
41. CONTINGENCIES & COMMITMENTS
(A) Contingencies:
(a) During FY 2016-17, a competitor of the Company has disputed the grant of rights to operate and manage dialysis centres at certain government owned hospitals to the Company. The said cases are pending before authorities. In view of the management, the grant of such operating rights to the Company is in accordance with the terms of Request for Proposal (RFP) floated by the respective government department/agencies. Hence, the management is confident of a favourable outcome in these disputes. The management is of the opinion that there will not be any financial implication of these disputes on the Company and hence no adjustments have been made in these standalone financial statements. The said case has been disposed off by High Court of Uttarakhand on 13 May 2025.
Further, the same party has filed a similar case during FY 2020-21 which is pending before authorities. In view of the management, the grant of such operating rights to the Company is in accordance with the terms of Request for Proposal (RFP) floated by the respective government department/agencies. Hence, the management is confident of a favourable outcome in these disputes. The management is of the opinion that there will not be any financial implication of these disputes on the Company and hence no adjustments have been made in these standalone financial statements.
(b) The Company has provided a performance guarantee amounting to USD 2 million in the form of a corporate guarantee to the Ministry of Health of the Republic of Uzbekistan on behalf of the wholly-owned subsidiary, NHSCA in respect of the public-private partnership project for provision of dialysis services to be provided by NHSCA. Pursuant to achievement of the prescribed performance milestones under the project, the guarantee amount has been reduced to USD 0.5 million, which remains outstanding as at 31 March 2026.
(c) During the FY 2022-2023, the Company had given corporate guarantee amounting to USD 11.75 million to Asian Development Bank in respect of the borrowing availed by its subsidiary, Nephrocare Health Services Central Asia FE LLC.
(d) During FY 2024-25, the Company extended a corporate guarantee amounting to USD 5.0 million in favour of The Hongkong and Shanghai Banking Corporation Limited (HSBC) on behalf of Nephrocare Health Care Services Philippines Inc., a step-down subsidiary of the Company, in respect of borrowings availed from HSBC Philippines. Further, during the financial year 2025-26, the Company has extended an additional corporate guarantee amounting to USD 3.0 million in favour of HSBC on behalf of the aforesaid step-down subsidiary, in connection with its borrowings. The said guarantee was issued on 14 November 2025 and is valid up to 13 November 2027
(e) During FY 2024-25, the Company provided a corporate guarantee amounting to USD 2.51 million as collateral against a bank guarantee issued by The Hongkong and Shanghai Banking Corporation Limited (HSBC) in favour of Saudi Awwal Bank, on behalf of Nephrocare Health Services Saudi Arabia - a step-down subsidiary of the Company (up to 06 January 2026). This guarantee expired on 30 July 2025.
(f) During FY 2025-26, in connection with the Joint Venture agreement for transfer of 49% shareholding in Nephrocare Health Services Saudi Arabia Company, Step-down Subsidiary and execution of related agreements, the Company has extended guarantee support on behalf of its wholly owned subsidiary, Nephrocare Health Services International Pte. Ltd. Such support includes a performance guarantee up to USD 10.0 million under the Restated Shareholders' Agreement, with an original tenure of 10 years (valid up to November 19, 2035 and renewable thereafter based on the requirement), and an additional guarantee exposure capped at SAR 5.0 million (approximately USD 0.67 million) under the Share Purchase Agreement, valid up to 19 November 2027, in respect of specific contractual obligations. These guarantees have been provided to support the performance obligations of Nephrocare Health Services International Pte. Ltd. under the aforesaid transaction documents and represent non-fund based commitments, constituting contingent liabilities of the Company.
(B) Commitments:
(a) The estimated amount of contracts remaining to be executed on capital account and not provided for as at 31 March 2026 is ' 68.02 million (31 March 2025: 59.03 million).
42. SHARES RESERVED FOR ISSUE UNDER OPTIONS
(a) The Company has instituted the Nephrocare Health Employee Stock Option Plan ('ESOP Scheme') under which the Company has issued multiple ESOP schemes to its existing and past employees. Pursuant to the terms of the ESOP Schemes, the Board of Directors of the Company have granted certain options to eligible employees. The terms of the ESOP Schemes provide that each option entitles the holder to one equity share and that the options can be settled only by way of issue of equity shares. The options vest on a periodical basis over a period of 3-5 years based on their respective vesting term from the date of grant and the options are entirely time-based with no performance conditions.
(b) The fair value of equity share options is estimated at the date of grant using Black-Scholes model, taking into account the terms and conditions upon which the share options were granted. During the year ended 31 March 2026, the Company has accrued compensation cost of ' 63.80 million (31 March 2025: ' 18.64 million) in respect of the ESOP Schemes. The details of options are as follows:
43. OPERATING SEGMENTS
The Company is primarily engaged in business of providing dialysis and sale of related healthcare services and products which is considered to be the only reportable segment as per Ind AS 108, 'Operating Segments'. The Company operates primarily in India and there is no other geographical segment.
*Reason for change more than 25%:
(1) The movement in ratio is majoriy owing to decrease in the current liabilities on account of repayment of borrowings as per the objects stated by the Company in the prospectus for which proceeds have been raised in the initial public offer and increase in current assets on account of unutilized proceeds which have been temporarily invested in fixed deposits.
(2) The movement in the ratio is primarily owing to decrease in profits earned due to interest expense on financial liabilities measured at FVTPL and an increase in share holders equity due to the initial public offering raised during the year
(3) The movement in the ratio is primarily owing to increase in fixed deposits held by the Company during the year ended 31 March 2026 on account of unutilized proceeds which have been temporarily invested in fixed deposits.
45. OTHER STATUTORY INFORMATION
(i) The Company does not own any immovable property (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee).
(ii) The Company has not revalued its Property, Plant and Equipment during the current or previous financial year.
(iii) The Company has not granted any loan or advance in the nature of loan, which is repayable on demand or without specifying any terms or period of repayment.
(iv) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(v) The Company has not been declared as wilful defaulter by any banks, financial institution or other lenders.
(vi) The Company does not have any transactions with companies struck-off.
(vii) The Company does not have any charges or satisfactions that are yet to be registered with the ROC beyond the statutory period.
(viii) The Company has complied with the provisions related to number of layers as prescribed under section 2(87) of the Companies Act read with the Companies (Restriction on number of Layers) Rules, 2017.
(ix) The Company has not entered into any scheme of arrangement that has an accounting impact on the current or previous financial year.
(x) The Company does not have any such transaction that is not recorded in the books of account and that has 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).
(xi) The Company has not traded or invested in cryptocurrency or virtual currency during the financial year.
*6. (i) The Company, except as disclosed below, has not advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kinds of funds) to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in a party identified by or on behalf of the Company (Ultimate Beneficiaries).
a) Date and amount of funds advanced or loaned or invested in the Intermediary with complete details:For the year ended 31 March 2026
The Company has not advanced, loaned or invested any funds to any Intermediary with the understanding that the Intermediary shall lend or invest in any party identified by or on behalf of the Company during the year ended 31 March 2026.
(ii) The Company, except as disclosed below, has not received any fund from any party(s) (Funding Party) with the understanding that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
For the year ended 31 March 2026:
The Company has not received any funds from any party with the understanding to lend, invest or provide guarantee/security to any Ultimate Beneficiary during the year ended 31 March 2026.
We confirm that we have complied with the provisions of Foreign Exchange Management Act, 1999 (42 of1999) and the Companies Act, 2013 (to the extent applicable) for the above transactions. Further, above transactions are contractual in nature and not in violation of the Prevention of Money-Laundering Act, 2002 (15 of 2003) or any other regulatory requirements.
47. Disclosures pertaining to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 186 of the Companies Act, 2013 The Company has made investment in the following Companies:
48. During the year ended 31 March 2026, the Company has completed an initial public offering (IPO) of 18,943,020 equity shares with a face value of ' 2 each at an issue price of ' 460 per share, comprising fresh issue of 7,689,918 shares and an offer for sale of 11,253,102 shares. The Company's equity shares were listed on the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE) on 17 December 2025.
The utilization of net IPO proceeds is summarized below:
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