Mar 31, 2026
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.
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.
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.
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.
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.
(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).
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.
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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