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Manipal Health Enterprises Ltd Management Discussions

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Aug 5, 2026|08:44:59 PM

Manipal Health Enterprises Ltd Share Price Management Discussions

The following discussion is intended to convey the managements perspective on our financial condition and results of operations for Fiscals 2026, 2025 and 2024. Unless otherwise stated, the financial information in this section has been derived from the Restated Consolidated Financial Information.

Our financial year ends on March 31 of each year. Accordingly, references to "Fiscal 2026", "Fiscal 2025" and "Fiscal 2024", are to the 12-month period ended March 31 of the relevant year.

We have also presented pro forma financial information as of March 31, 2025 and for Fiscal 2025 and Fiscal 2026 in this Red Herring Prospectus, which is based on the Pro Forma Financial Information, to illustrate the impact of the Acquisition Transactions undertaken as if the acquisitions had taken place (i) on March 31, 2025 for the purpose of the pro forma balance sheet as at March 31, 2025, and (ii) on April 1, 2024 and April 1, 2025 for the purpose of pro forma statement of profit and loss for the year ended March 31, 2025 and year ended March 31, 2026, respectively. We have also presented pro forma operating data as of March 31, 2025 and for Fiscal 2025 and Fiscal 2026 in this Red Herring Prospectus that illustrate the impact of the Acquisition Transactions. In this regard, please see " Internal Risks Our Pro Forma Financial Information may not be indicative of our actual results of operations and financial position for such periods or as of such dates, or of expected results of operations in future periods or our future financial position." on page 62.

Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which prospective investors may be familiar. Please also see "Risk Factors External Risks Significant differences exist between Ind AS and other accounting principles, such as IFRS and U.S. GAAP, which may be material to investors assessments of our business, financial condition, results of operations, cash flows and prospects." on page 85. This discussion contains certain forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, such as the risks set forth in the chapters entitled "Risk Factors" and "Forward-Looking Statements" beginning on pages 34 and 33, respectively.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled ‘Assessment of healthcare delivery sector in India dated July 2026 (the "CRISIL Report") prepared and issued by CRISIL, which has been commissioned by and paid for by our Company exclusively in connection with the Offer for the purposes of confirming our understanding of the industry in which we operate pursuant to a commercial proposal and technical proposal each in October 2025. A copy of the CRISIL Report will be available on the website of our Company at https://www.manipalhospitals.com/ipo-disclosures/ and has also been included in "Material Contracts and Documents for Inspection Material Documents" beginning on page 691. CRISIL is an independent agency and is not a related party of our Company, our Subsidiaries, Directors, Promoters, members of the Promoter Group, Key Managerial Personnel, Senior Management or the Book Running Lead Managers. The data included herein includes excerpts from the CRISIL Report and may have been re-ordered by us for the purposes of presentation. For further details, see "Risk Factors Internal Risks Certain sections of this Red Herring Prospectus disclose information from the CRISIL Report which has been prepared exclusively for the Offer and commissioned and paid for by us exclusively in connection with the Offer, and any reliance on such information for making an investment decision in the Offer is subject to inherent risks." on page 74. Unless otherwise indicated, operational, industry and other related information included herein with respect to any particular year refers to such information for the relevant financial year.

Overview

We operate a pan India network of multispecialty hospitals delivering a comprehensive range of care services from outpatient services to complex tertiary and quaternary interventions. As of March 31, 2026, we operated 49 hospitals with 13,037 licensed beds across 14 states and union territories. We have the widest footprint in terms of presence of hospitals among private hospital chains in India as of March 31, 2026 (Source: CRISIL Report). For details, see " Our Hospitals and Facilities" on page 238. We are the largest pan-India multispecialty hospital network by bed capacity and the second largest hospital chain by number of hospitals as of March 31, 2026 (Source: CRISIL Report). For Fiscal 2026, we reported the second-highest revenue from operations of 103,357.51 million ( 109,356.18 million on a pro forma basis) among private hospital chains in India (Source: CRISIL Report).

In our three key regions of

(i) Karnataka,

(ii) Maharashtra and Goa and

(iii) West Bengal, Odisha, Jharkhand, and Sikkim (in eastern India), we had 6,404, 2,188 and 2,887 licensed beds, respectively, as of March 31, 2026. Among private hospital chains in India, as of March 31, 2026, we were the largest player in

(i) Karnataka,

(ii)Maharashtra and Goa region, and

(iii) in select states of West Bengal, Odisha, Jharkhand, and Sikkim (in eastern India) (Source: CRISIL Report). "Licensed beds" represent the total number of hospital beds approved by regulatory authorities in a facility.

We are the only private hospital chain network in India to lead in three metro markets of Bengaluru (Karnataka), Kolkata (West Bengal) and Pune (Maharashtra) by bed capacity (5,376) as of March 31, 2026 (Source: CRISIL Report). As of March 31, 2026, we had 2,579, 1,513 and 1,284 licensed beds and 12, five and nine hospitals in Bengaluru (Karnataka), Kolkata (West Bengal) and Pune (Maharashtra), respectively. Our multi-hospital presence in these metros allows us to deliver care closer to patients homes, reduce travel times for critical interventions, and serve broad referral areas within each city. In line with our core philosophy to improve access to healthcare, we maintain a balanced presence across metros and non-metros, with 46.78% of our licensed beds located in metros and 53.22% of our licensed beds located in non-metros as of March 31, 2026.

Note:

(1)Also includes three hospitals operated by us pursuant to a joint management and collaboration agreement, a concession agreement and a memorandum of understanding and management agreement with Human Care Medical Charitable Trust ("HCMCT"), Eastern India Health Foundation ("EIHF") and Konkan Mitra Mandal Medical Trust ("KMMMT"), respectively. For details, see "Risk Factors Our business and operations are subject to risks associated with the agreements for the six O&M hospitals we manage as of March 31, 2026" on page 70.

We served 7.63 million patients across our network (including our O&M hospitals) in Fiscal 2026. Further, we had 11,064 doctors available to provide their services in our hospitals as of March 31, 2026.

Principal Factors Affecting our Financial Condition and Results of Operations

The paragraphs below discuss certain factors that have had, and we expect will continue to have, a significant effect on our financial condition and results of operations.

Occupancy levels, patient volumes and service mix

Our revenue growth and profitability depend on the utilization of bed capacity, including the proportion of occupied beds, patient volumes across inpatient and outpatient services, and the clinical complexity of cases treated in our hospitals. Occupancy levels and patient volumes are influenced by a combination of factors, including our brand recognition; the breadth and depth of our specialty programs; the availability of skilled, senior doctors, and the reputation and retention of our clinicians; the advanced technology and care we offer; the cost of treatment; operational bed capacity to drive inpatient volumes; the quality of our facilities; and our competition. Febrile illness cycles and episodic public health events can affect volumes and procedure mix in certain periods, which in turn may influence realizations; consumption of medicines and other medical consumables; and the timing of collections and working capital needs.

The table below sets out certain key measures relating to licensed beds, operational beds, occupancy, average revenue per occupied bed and our inpatient and outpatient volumes at our hospitals for the years indicated.

Fiscal
2026 2025 2024
Particulars Pro Forma Financial Information Restated Consolidated Financial Information Financial Information Pro Forma Restated Consolidated Financial Information
Operating metrics
Licensed beds(1)* 13,037* 13,037 12,100 10,494 9,520
Operational beds(2) 6,878 6,227 6,263 5,179 4,055
Occupancy (%)(3) 64.45% 64.47% 66.19% 67.09% 65.32%
Average Revenue per Occupied Bed (ARPOB)(4) 66,162.26 68,957.84 59,820.40 63,312.23 61,741.68
Average Length of Stay (ALOS)(5) 2.80 2.78 2.90 2.88 2.93
Total patient volumes (millions) 6.30 6.01 5.61 5.16 4.14
Outpatient volumes(6) (millions) 5.72 5.48 5.09 4.72 3.81
Inpatient volumes(7) (millions) 0.58 0.53 0.52 0.44 0.33

Notes:

* Since the Acquisition Transactions were completed prior to March 31, 2026, operational metrics measured as of March 31, 2026 already reflect the acquisitions and, accordingly, no pro forma adjustment is required.

(1) Licensed beds represents the total number of hospital beds approved by regulatory authorities for patient care in a facility. Includes O&M beds.

(2) Operational beds are the periodic average of hospital beds that are fully functional and ready for immediate use by inpatients at any given time, excluding day-care beds. (3) Occupancy (%) is defined as the number of the periodic average of occupied beds divided by the number of operational beds. (4) Average Revenue per Occupied Bed (ARPOB) refers to the average revenue generated per occupied bed and is calculated as revenue from hospital operations divided by the periodic average of occupied beds for the year divided by number of days during the year. (5) Average Length of Stay (ALOS) refers to the average number of days an inpatient occupies a hospital bed during a specified period. It is calculated as the average occupied beds for the year divided by inpatients volume for such year multiplied by the number of days for the year. (6) Outpatient volumes refer to the total number of patients availing doctor consultation services in the outpatient department, emergency (non-admitted cases), and virtual consultations, excluding patients admitted as inpatients. This also includes count of health check-ups. (7) Inpatient volumes refer to the total number of patients discharged after clinical treatment that required the use of an inpatient or day-care bed, including patients who stay overnight as well as day-care patients who are admitted and discharged on the same day.

We focus on clinical excellence and discharge planning to reduce the ALOS, which supports patient turnover and our ability to serve more patients within existing capacity, while maintaining quality outcomes. Our ALOS decreased from 2.93 in Fiscal 2024 to 2.88 in Fiscal 2025 and further to 2.78 days in Fiscal 2026, reflecting operating efficiency notwithstanding a rising share of complex specialties.

We offer care across 42 specialties with a focus on complex, high-acuity specialties, including cardiac sciences, oncology, neurosciences, gastro sciences, orthopaedics and renal sciences (together, "CONGO-R"), which together accounted for 64.30%, 62.56% and 61.55% (or 50,309.54 million, 39,152.05 million and 28,396.46 million) of our gross inpatient revenue in Fiscals 2026, 2025, and 2024, respectively. A higher share of complex surgical and tertiary and quaternary care, such as CONGO R, typically enhances revenue. See also "Risk Factors We derived 64.30%, 62.56% and 61.55% of our gross inpatient revenue from cardiac sciences, oncology, neurosciences, gastro sciences, orthopaedics, and renal sciences ("CONGO-R") specialties in Fiscals 2026, 2025 and 2024, respectively, and any negative changes in the demand for these specialties could adversely impact our business, results of operations and financial condition" on page 36.

Government regulations and policies applicable to the healthcare sector, pricing and payor mix

We operate in a highly regulated industry and are subject to extensive regulations, which affect our results of operations and continued growth. Any cap on treatment costs in private hospitals imposed by the government, or concessional or free medical treatment required to be provided by our facilities pursuant to applicable regulations, impacts our revenue from operations, which is dependent on the fees we are able to charge for the services we provide, and the volume of services rendered. Regulations related to price control on specified services and procedures will affect the operational mix and volume of services that we provide by making specified services more attractive as well as our average revenue per occupied bed, which will further impact our revenue and results of operations. Certain of our hospitals are subject to statutory or contractual obligations, or participate in various government schemes such as the Central Government Health Scheme, Ex-Servicemen Contributory Health Scheme and other state-run schemes (most of which are optional), requiring us to provide free beds or subsidize medical treatments to patients, including those belonging to economically weaker sections.

Our pricing power varies across geographies and payer categories and is shaped by terms with private insurers and third-party administrators ("TPA"), corporate tie ups and the extent of participation in central and state health schemes. Our payor mix materially influences revenue realization, margins and the working capital cycle. Our payor mix comprises cash/self-pay, insurance/TPA, government schemes, corporate payors and international payors. Each of these payor categories is associated with distinct collection cycles, credit risks, and margins, which in turn influence our liquidity, profitability, and ability to reinvest in our operations. Payor mix weighted toward cash/self-pay and insurance/TPA is generally more favourable for our business because collections are received at the point of service (cash) or within predictable claims cycles (insurance/TPA). By contrast, receivables from government schemes and certain corporate arrangements tend to have longer collection periods and a higher risk of delayed or partial payments, which can increase outstanding trade receivables and adversely affect cash flows. Maintaining a higher proportion of cash/self-pay and insurance/TPA in our payor mix helps reduce credit risk, improve working capital efficiency, and support growth.

The table below sets forth our payor mix as a percentage of gross inpatient revenue for the years presented.

Fiscal
2026 2025 2024
Particulars Pro Forma Financial Information Restated Consolidated Financial Information Pro Forma Financial Information Restated Consolidated Financial Information
Amount ( million) % of gross inpatient revenue Amount ( million) % of gross inpatient revenue ( million) % of gross inpatient revenue ( million) % of gross inpatient revenue ( million) % of gross inpatient revenue
Cash(1) 25,331.35 30.33% 23,734.08 30.33% 22,254.19 30.99% 19,527.57 31.20% 15,053.44 32.63%
Insurance/ TPA(2) 41,359.04 49.51% 38,871.01 49.68% 35,234.49 49.06% 30,780.49 49.18% 22,807.85 49.45%
Government(3) 11,722.89 14.03% 10,795.94 13.80% 9,866.62 13.74% 8,393.13 13.41% 5,092.22 11.04%
Others(4) 5,118.10 6.13% 4,843.95 6.19% 4,462.02 6.21% 3,879.99 6.21% 3,173.42 6.88%
Total 83,531.38 100.00% 78,244.98 100.00% 71,817.32 100.00% 62,581.18 100.00% 46,126.93 100.00%

Notes:

(1) Revenue from domestic patients for healthcare services not covered under insurance, TPA arrangements, corporate credit arrangements, or government-sponsored schemes, and settled directly by the patient at or prior to discharge. (2) Revenue obtained through domestic patients coming via Insurance / TPA for cashless treatments. (3) Revenue derived from government programs (such as public healthcare schemes or subsidies) that cover the cost of care for eligible domestic patients. (4) Others comprise payments from corporates payors and international patients.

Doctors professional fees and employee benefits expense

We engage most of our doctors on a consultancy and fee-for-service basis. Compensation paid to such doctors is recorded as

"doctors professional fees" under other expenses and constituted a significant portion of our revenue from operations. Doctors professional fees amounted to 23,485.14 million, 17,584.26 million and 13,248.27 million in Fiscals 2026, 2025 and 2024, respectively, accounting for 22.72%, 21.33% and 21.47% of our revenue from operations, respectively.

Our ability to attract and retain experienced consultants across high-acuity specialties remains a key driver of our performance. We expect professional fees paid to our doctors to increase as we expand our network and our patient volumes and revenue from operations increase.

Employee benefits expense also constituted a material component of our operating cost base. Employee benefits expense totalled 14,900.35 million, 12,194.12 million and 8,570.39 million in Fiscals 2026, 2025 and 2024, respectively, accounting for 14.42%, 14.79% and 13.89% of revenue from operations during the same periods, respectively. The healthcare industry is relatively labor intensive and wages and other operating expenses have shown an upward trend. We believe we offer competitive compensation, as well as structured career pathways and education opportunities to enhance staff engagement and retention.

We allocate more staff to newer and expanded facilities to ensure the expected standard of care and safe operations from commissioning, which elevates personnel costs as a proportion of revenue during the early stabilization period when patient volumes and occupancy are still maturing. This profile is consistent with the gestation inherent in brownfield expansions and the integration of newly acquired facilities, during which operating expenses stabilize over time.

Consumption of medical consumables and pharmacy items and other operating costs of operation

Consumption of medical consumables and pharmacy items represents one of our most significant expenses. This includes disposable medical supplies, as well as drugs and consumables administered to patients and includes GST, customs duty, other government taxes and freight charges, as applicable. In Fiscals 2026, 2025 and 2024, consumption of medical consumables and pharmacy items represented 20.47%, 20.38% and 20.27% of our revenue from operations, respectively.

Our network wide procurement practices emphasize centralized sourcing and vendor consolidation to achieve economies of scale. We source supplies from a wide base of licensed and authorized manufacturers, distributors, and channel partners, including multinational and domestic suppliers. Vendors are selected through a structured assessment of clinical suitability, quality, certifications, service levels, sustainability, delivery performance and price, including total cost of ownership.

Our other operating costs primarily include advertising and sales promotions, repairs and maintenance, housekeeping, and power, fuel, and utilities. We seek to offset the effects of increasing operating costs by providing treatment to inpatients and outpatients, continuing to focus on high quality quaternary care, and implementing cost control and efficiency measures. While prices for equipment, drugs, and consumables are expected to increase over time, we believe that improved economies of scale, greater bargaining power associated with a larger network, and our procurement framework may offset such increases as a percentage of total expenses.

Equipment, infrastructure, and capacity expansion

The complexity and acuity of procedures across our network require sustained investment in advanced clinical technology and infrastructure. We have invested and will continue to invest in advanced technologies including robotic surgery systems (including orthopedic and spine robots with navigation), Advanced Linear Accelerator and Tomotherapy systems, brachytherapy, MRI and CT scanners, PET CT and gamma cameras, catheterization labs with intravascular imaging and physiology, cardiac lasers, and EUS/EBUS platforms.

We have headroom to improve occupancy which was 64.47% in Fiscal 2026 and 67.09% in Fiscal 2025 by utilizing existing infrastructure without incremental capital expenditure. We typically start considering new bed additions once a hospitals occupancy approaches approximately 70% for sufficient ramp-up time before capacity constraints arise, which helps minimize the impact on profitability and return ratios.

Through our brownfield expansion plans, we expect to add approximately 483 licensed beds across existing hospitals by Fiscal 2030. Brownfield projects benefit from operating leverage at established facilities and generally achieve faster break-even and require lower capital expenditure than greenfield projects. We are carrying out these expansions with the aim of strengthening our position in our existing markets.

Our greenfield expansion plan is anchored in markets where we already operate such as Karnataka and Maharashtra to enable a faster ramp-up. We plan to add approximately 1,943 licensed beds through these greenfield projects by Fiscal 2030.

We will continue to pursue select acquisitions to enter new markets and consolidate positions in existing ones, leveraging our track record of integration and operational turnaround. We will focus on acquiring assets with strong local brands and established patient volumes, taking into account factors such as healthcare penetration in the micro-market, competition, the referral areas from adjoining districts, regulatory compliance, strength of clinical programs, cultural fit and financial profile. We have been an active consolidator, integrating assets of varying sizes across geographies, including Columbia Asia and Vikram Hospitals prior to Fiscal 2023, and AMRI, Medica Synergie and Sahyadri Group within the last three fiscal years. Our integration playbook emphasizes implementing standardized clinical protocols, deepening focus on high-acuity services, upgrading targeted infrastructure and equipment, and instituting disciplined operating practices to enhance quality and efficiency of care.

As we expand capacity and our network, operating expenses will rise in absolute terms and newly added facilities may initially dilute margins until occupancy, case mix, and throughput normalize. New hospitals typically undergo a gestation period and may operate at a loss before reaching profitability. During this time, capital expenditure and pre opening costs do not contribute to earnings, and we may incur additional expenses for marketing, rebranding, staffing, and process alignment. Focusing expansion in metro areas and high income catchments is intended to shorten ramp up and accelerate profitability, but in the short to medium term, new facilities may still impact our operating margins.

Principal Components of Results of Operations

Income

Our total income comprises:

(i) revenue from operations; and

(ii) other income.

Revenue from operations

Revenue from operations comprises:

(i) revenue from goods and services; and

(ii) other operating revenues. Revenue from goods and services comprises:

(i) hospital services, which relate to inpatient and outpatient procedures and related ancillary services;

(ii) diagnostic services, which relate to imaging and pathology services across our network, including revenue generated from HDPL, our subsidiary that provides diagnostic services; and

(iii) pharmacy sales, which relate to medicines and devices dispensed through our in-hospital pharmacies.

We record discretionary discounts provided to patients as reductions to revenue from goods and services.

Other operating revenue includes management fees from O&M hospitals, income from occupational health centres and ambulance services, rental income (which is generated from renting space for ATMs, cafeterias and other businesses) and others.

Other income

Other income primarily includes:

(i) profit on sale of investments in mutual funds (net);

(ii) fair value gain on financial instruments measured at fair value through profit and loss; and

(iii) interest income on financial assets at amortised cost, bank deposits and income tax refunds.

Revenue from goods and services accounted for 98.24%, 98.56% and 98.51% of our total income in Fiscals 2026, 2025 and 2024, respectively.

Expenses

Our expenses comprise:

(i) purchase of medical consumables and pharmacy items;

(ii) changes in inventories of medical consumables and pharmacy items;

(iii) employee benefits expense;

(iv) finance costs;

(v) depreciation and amortisation expense; and

(vi) other expenses.

Purchase of medical consumables and pharmacy items

Purchase of medical consumables and pharmacy items reflects the cost of medicines and consumables, as well as other items necessary for delivering healthcare services.

Changes in inventories of medical consumables and pharmacy items

Changes in inventories of medical consumables and pharmacy items represent the net impact of changes in inventories.

Employee benefits expense

Employee benefits expense comprises salaries, wages and bonus, contributions to provident and other funds, share based payment expense and staff welfare costs.

Finance costs

Finance costs primarily include interest on bank and financial institution loans, non-convertible debentures and interest on leases and bank charges.

Depreciation and amortisation expense

Depreciation and amortisation expense comprises depreciation on property, plant and equipment, depreciation on right-of-use assets and amortisation of intangible assets (including software and other identifiable intangibles recognised on acquisitions).

Other expenses

Other expenses are driven primarily by doctors professional fees, which represent professional charges paid to our medical consultants engaged as independent contractors. Other significant components include advertising and sales promotion, housekeeping (including consumables), power, fuel and utilities, repairs and maintenance of buildings, plant and machinery and other assets, legal and professional fees, and contractual manpower.

Results of operations based on our Restated Consolidated Financial Information

The following table sets forth select financial data from our restated consolidated statement of profit and loss for the years indicated, the components of which are also expressed as a percentage of total income for such years.

Fiscal 2026 Fiscal 2025 Fiscal 2024
million % of total income million % of total income million % of total income
Income
Revenue from operations 103,357.51 98.24 82,422.50 98.56 61,716.32 98.51
Other income 1,847.65 1.76 1,205.36 1.44 935.39 1.49
Total income 105,205.16 100.00 83,627.86 100.00 62,651.71 100.00
Expenses
Purchase of medical consumables and pharmacy items 21,367.84 20.31 16,877.45 20.18 12,742.96 20.34
Changes in inventories of medical consumables and pharmacy items (206.29) (0.20) (77.09) (0.09) (230.88) (0.37)
Employee benefits expense 14,900.35 14.16 12,194.12 14.58 8,570.39 13.68

 

Fiscal 2026 Fiscal 2025 Fiscal 2024
million % of total income million % of total income million % of total income
Finance costs 8,642.89 8.22 5,118.73 6.12 4,549.25 7.26
Depreciation and amortisation expense 6,795.48 6.46 5,068.36 6.06 3,970.15 6.34
Other expenses 41,183.89 39.15 32,162.68 38.46 23,803.21 37.99
Total expenses 92,684.16 88.10 71,344.25 85.31 53,405.08 85.24
Profit before share of loss of equity accounted investee, exceptional items and tax 12,521.00 11.90 12,283.61 14.69 9,246.63 14.76
Share of loss of equity accounted investee - - - - - -
Profit before exceptional items and tax 12,521.00 11.90 12,283.61 14.69 9,246.63 14.76
Exceptional items (740.70) (0.70) 139.53 0.17 (1,796.27) (2.87)
Profit before tax 11,780.30 11.20 12,423.14 14.86 7,450.36 11.89
Current tax 1,705.04 1.62 2,907.15 3.48 2,339.37 3.73
Deferred tax 910.07 0.87 (1,300.73) (1.56) (221.04) (0.35)
Total tax expense 2,615.11 2.49 1,606.42 1.92 2,118.33 3.38
Profit for the year 9,165.19 8.71 10,816.72 12.93 5,332.03 8.51

Fiscal 2026 compared to Fiscal 2025

Income

Our total income increased by 25.80%, or 21,577.30 million, to 105,205.16 million in Fiscal 2026 from 83,627.86 million in Fiscal 2025.

Revenue from operations

Revenue from operations increased by 25.40%, or 20,935.01 million, to 103,357.51 million in Fiscal 2026 from 82,422.50 million in Fiscal 2025, primarily due to increased patient volume, including as a result of the acquisition and consolidation of Sahyadri Group in October 2025. Our inpatient volume increased to 0.53 million patients in Fiscal 2026 from 0.44 million patients in Fiscal 2025.

Other income

Other income increased by 53.29%, or 642.29 million, to 1,847.65 million in Fiscal 2026 from 1,205.36 million in Fiscal 2025, primarily due to increases in profit on sale of investments in mutual funds (net) to 530.09 million in Fiscal 2026 from 342.28 million in Fiscal 2025, interest on bank deposits at amortised cost to 359.56 million in Fiscal 2026 from 87.06 million in Fiscal 2025 and interest on financial assets at amortised cost to 201.70 million in Fiscal 2026 from 47.13 million in Fiscal 2025.

Expenses

Our total expenses increased by 29.91%, or 21,339.91 million, to 92,684.16 million in Fiscal 2026 from 71,344.25 million in Fiscal 2025.

Purchase of medical consumables and pharmacy items

Purchase of medical consumables and pharmacy items increased by 26.61%, or 4,490.39 million, to 21,367.84 million in Fiscal 2026 from 16,877.45 million in Fiscal 2025, in line with our business expansion and acquisition of Sahyadri Group in October 2025.

Purchase of medical consumables and pharmacy items as a percentage of revenue from operations remained stable at 20.67% in Fiscal 2026 compared to 20.48% in Fiscal 2025 as we maintained our consumption efficiency.

Changes in inventories of medical consumables and pharmacy items

Changes in inventories of medical consumables and pharmacy items was (206.29) million in Fiscal 2026,

Employee benefits expense

Employee benefits expense increased by 22.19%, or 2,706.23 million, to 14,900.35 million in Fiscal 2026 from 12,194.12 million in Fiscal 2025. The increase was primarily driven by an increase in salaries, wages and bonus, which increased by

20.60%, or 2,169.36 million, to 12,698.47 million from 10,529.11 million, primarily due to an increase in employee headcount to 24,240 full-time employees as of March 31, 2026 from 19,707 full-time employees as of March 31, 2025. The increase in headcount was primarily due to the acquisition of Sahyadri Group in October 2025.

Finance costs

Finance costs increased by 68.85%, or 3,524.16 million, to 8,642.89 million in Fiscal 2026 from 5,118.73 million in Fiscal 2025. The increase was primarily attributable to an increase in outstanding indebtedness following the issuance of non-convertible debentures during Fiscal 2026. Consequently, interest expense on non-convertible debentures was 2,640.50 million in Fiscal 2026, compared to nil in Fiscal 2025, when no such debentures were outstanding. In addition, interest on others increased to 240.45 million in Fiscal 2026 from nil in Fiscal 2025.

Depreciation and amortisation expense

Depreciation and amortisation expense increased by 34.08%, or 1,727.12 million, to 6,795.48 million in Fiscal 2026 from 5,068.36 million in Fiscal 2025, primarily due to an increase in depreciation and amortisation of property, plant and equipment to 4,701.06 million in Fiscal 2026 from 3,476.58 million in Fiscal 2025 as our property, plant and equipment increased to 58,407.90 million in Fiscal 2026 from 42,247.29 million in Fiscal 2025 following the acquisition and consolidation of

Sahyadri Group in October 2025.

Other expenses

Other expenses increased by 28.05%, or 9,021.21 million, to 41,183.89 million in Fiscal 2026 from 32,162.68 million in

Fiscal 2025 in line with the growth of our total income primarily due to the acquisition and consolidation of Sahyadri Group in October 2025.

The increase was primarily due to increases in the following items:

(i) doctors professional fees, which increased by 33.56%, or 5,900.88 million, to 23,485.14 million in Fiscal 2026 from 17,584.26 million in Fiscal 2025 in line with the growth of our total income primarily due to the acquisition and consolidation of Sahyadri Group in October 2025,

(ii) advertising and sales promotion, which increased by 16.59%, or 526.91 million, to 3,702.95 million in Fiscal 2026 from 3,176.04 million in Fiscal 2025,

(iii) repairs and maintenance others, which increased by 29.52%, or 418.48 million, to 1,836.22 million in Fiscal 2026 from 1,417.74 million in Fiscal 2025,

(iv) housekeeping, including consumables, which increased by 19.02%, or 347.55 million, to 2,174.85 million in Fiscal 2026 from 1,827.30 million in Fiscal 2025, and

(v) legal and professional fees, which increased by 1.90%, or 22.15 million, to 1,188.61 million in Fiscal 2026 from 1,166.46 million in Fiscal 2025.

These increases were partially offset by a decrease in bad debts/advances written off, which decreased by 34.04%, or 404.75 million, to 784.19 million in Fiscal 2026 from 1,188.94 million in Fiscal 2025.

Exceptional items

Exceptional items were (740.70) million in Fiscal 2026. Exceptional items primarily comprised (a) an increase in provision for employee benefits of (319.44) million arising from the implementation of new labour codes in India, which consolidated

29 existing labour laws into four codes. We assessed the financial implications of these changes in line with guidance provided by the Institute of Chartered Accountants of India and have presented this amount as an exceptional item given its non-recurring nature; (b) project-related fees, legal and professional costs incurred towards executed and planned business expansions and tenders of (287.33) million; and (c) discretionary one-time incentive to certain employees in recognition of their contribution to our growth of (113.57) million.

Tax expense

Tax expense increased by 62.79%, from 1,606.42 million in Fiscal 2025 to 2,615.11 million in Fiscal 2026, primarily due to deferred tax expense of 910.07 million in Fiscal 2026, compared to a deferred tax credit of (1,300.73) million in Fiscal 2025, mainly resulting from the reversal of deferred tax assets. This increase was partly offset by a decrease in current tax expense from 2,907.15 million in Fiscal 2025 to 1,705.04 million in Fiscal 2026.

Profit for the year

As a result of the foregoing, our profit for the year decreased by 1,651.53 million, or 15.27%, from 10,816.72 million in Fiscal 2025 to 9,165.19 million in Fiscal 2026.

Fiscal 2025 compared to Fiscal 2024

Income

Our total income increased by 33.48%, or 20,976.15 million, to 83,627.86 million in Fiscal 2025 from 62,651.71 million in

Fiscal 2024.

Revenue from operations

Revenue from operations increased by 33.55%, or 20,706.18 million, to 82,422.50 million in Fiscal 2025 from 61,716.32 million in Fiscal 2024, primarily due to increased patient volume, including as a result of the acquisition of Medica Synergie in July 2024, and the first full-year contribution from AMRI, which we acquired in September 2023. Our inpatient volume increased to 0.44 million patients in Fiscal 2025 from 0.33 million patients in Fiscal 2024.

Other income

Other income increased by 28.86%, or 269.97 million, to 1,205.36 million in Fiscal 2025 from 935.39 million in Fiscal 2024, primarily due to increases in fair value gain on financial instruments at fair value through profit and loss to 672.46 million in Fiscal 2025 from 540.75 million in Fiscal 2024 and profit on sale of investments in mutual funds (net) to 342.28 million in Fiscal 2025 from 260.91 million in Fiscal 2024.

Expenses

Our total expenses increased by 33.59%, or 17,939.17 million, to 71,344.25 million in Fiscal 2025 from 53,405.08 million in Fiscal 2024.

Purchase of medical consumables and pharmacy items

Purchase of medical consumables and pharmacy items increased by 32.45%, or 4,134.49 million, to 16,877.45 million in Fiscal 2025 from 12,742.96 million in Fiscal 2024 in line with our business expansion and acquisition of Medica Synergie in

July 2024, and the first full-year contribution from AMRI, which we acquired in September 2023.

Purchase of medical consumables and pharmacy items as a percentage of revenue from operations remained stable at 20.48% in Fiscal 2025 compared to 20.65% in Fiscal 2024 as we maintained our consumption efficiency.

Changes in inventories of medical consumables and pharmacy items

Changes in inventories of medical consumables and pharmacy items was (77.09) million in Fiscal 2025.

Employee benefits expense

Employee benefits expense increased by 42.28%, or 3,623.73 million, to 12,194.12 million in Fiscal 2025 from 8,570.39 million in Fiscal 2024. The increase was primarily driven by an increase in salaries, wages and bonus, which increased by

42.25%, or 3,127.24 million, to 10,529.11 million from 7,401.87 million, primarily due to an increase in employee headcount to 19,707 full-time employees as of March 31, 2025 from 15,778 full-time employees as of March 31, 2024. The increase in headcount was primarily due to the acquisition of Medica Synergie in July 2024.

Finance costs

Finance costs increased by 12.52%, or 569.48 million, to 5,118.73 million in Fiscal 2025 from 4,549.25 million in Fiscal 2024. The increase was primarily due to interest on bank and financial institution loans, which increased by 25.34%, or 669.92 million, to 3,313.74 million in Fiscal 2025 from 2,643.82 million in Fiscal 2024, primarily due to higher interest expenses arising from an increase in borrowings to 47,668.26 million in Fiscal 2025 from 39,439.82 million in Fiscal 2024.

Depreciation and amortisation expense

Depreciation and amortisation expense increased by 27.66%, or 1,098.21 million, to 5,068.36 million in Fiscal 2025 from 3,970.15 million in Fiscal 2024, primarily due to an increase in depreciation and amortisation of property, plant and equipment to 3,476.58 million in Fiscal 2025 from 2,760.55 million in Fiscal 2024 as our property, plant and equipment increased to 42,247.29 million in Fiscal 2025 from 37,502.41 million in Fiscal 2024 following the acquisition of Medica Synergie in July 2024, and the first full-year contribution from AMRI, which we acquired in September 2023.

Other expenses

Other expenses increased by 35.12%, or 8,359.47 million, to 32,162.68 million in Fiscal 2025 from 23,803.21 million in

Fiscal 2024 in line with the growth of our total income, primarily due to the acquisition of Medica Synergie in July 2024, and the first full-year contribution from AMRI, which we acquired in September 2023.

The increase was primarily due to increases in the following items:

(i) doctors professional fees, which increased by 32.73%, or 4,335.99 million, to 17,584.26 million in Fiscal 2025 from 13,248.27 million in Fiscal 2024 primarily due to higher patient volumes,

(ii) advertising and sales promotion, which increased by 34.54%, or 815.43 million, to 3,176.04 million in Fiscal 2025 from 2,360.61 million in Fiscal 2024,

(iii) bad debts/advances written off, which increased by 216.33%, or 813.08 million, to 1,188.94 million in Fiscal 2025 from 375.86 million in Fiscal 2024,

(iv) repairs and maintenance others, which increased by 81.50%, or 636.63 million, to 1,417.74 million in Fiscal 2025 from 781.11 million in Fiscal 2024,

(v) housekeeping, including consumables, which increased by 35.13%, or 475.01 million, to 1,827.30 million in Fiscal 2025 from 1,352.29 million in Fiscal 2024, and

(vi) legal and professional fees, which increased by 47.73%, or 376.86 million, to 1,166.46 million in Fiscal 2025 from 789.60 million in Fiscal 2024.

These increases were partially offset by an increase in the net reversal of loss allowance on trade receivables, which was 310.61 million in Fiscal 2025, compared to 36.76 million in Fiscal 2024.

Exceptional items

Exceptional items were 139.53 million in Fiscal 2025. Exceptional items primarily related to a partial reversal, equal to amount of 163.50 million, of a provision previously recognized pursuant to an arbitral award relating to Dr. Sanjeev Bagai, following the Honorable Delhi High Courts order partially setting aside the award, partially offset by project-related fees, legal and professional costs incurred towards executed and planned business expansion and tenders of 23.97 million.

Tax expense

Tax expense decreased by 24.17%, or 511.91 million, from 2,118.33 million in Fiscal 2024 to 1,606.42 million in Fiscal 2025 due to an increase in deferred tax credit to (1,300.73) million in Fiscal 2025 from (221.04) million in Fiscal 2024, primarily from the recognition of deferred tax benefits in relation to the carried forward losses of AMRI of 1,032.36 million in Fiscal 2025 and the impact of reduction in the statutory tax rate on capital gains of 378.22 million recognized in Fiscal 2025, partially offset by an increase in current tax to 2,907.15 million in Fiscal 2025 from 2,339.37 million in Fiscal 2024 attributable to an increase in profit before tax to 12,423.14 million in Fiscal 2025 from 7,450.36 million in Fiscal 2024.

Profit for the year

As a result of the foregoing, our profit for the year increased by 5,484.69 million, or 102.86%, from 5,332.03 million in Fiscal 2024, to 10,816.72 million in Fiscal 2025.

PAT Margin

Our PAT Margin decreased from 13.12% in Fiscal 2025 to 8.87% in Fiscal 2026. Our PAT Margin in Fiscal 2026 was primarily impacted by (a) exceptional items of (740.70) million, which included provision for employee benefits of (319.44) million arising from the implementation of new labour codes and project-related fees, legal and professional costs incurred towards executed and planned business expansions and tenders of (287.33) million; and (b) higher tax expense of 2,615.11 million in Fiscal 2026 compared to 1,606.42 million in Fiscal 2025, primarily from the reversal of deferred tax benefits of 237.35 million in relation to the utilization of brought forward losses of AMRI in Fiscal 2026 compared to the recognition of a deferred tax benefit of 1,032.36 million relating to brought forward losses of AMRI in Fiscal 2025.

Our PAT Margin increased from 8.64% in Fiscal 2024 to 13.12% in Fiscal 2025. Our PAT Margin in Fiscal 2024 was primarily impacted by (a) exceptional items of (1,796.27) million (which included goodwill impairment of 1,140.65 million relating to HealthMap Diagnostics Private Limited); and (b) higher tax expense of 2,118.33 million in Fiscal 2024 compared to 1,606.42 million in Fiscal 2025, primarily due to recognition of deferred tax benefits in relation to the carried forward losses of AMRI of 1,032.36 million in Fiscal 2025.

For a reconciliation of Non-GAAP measures, see " Non - GAAP Financial Measures" on page 561.

Selected Summary of Restated Consolidated Statement of Assets and Liabilities

Other equity

Our other equity increased to 81,901.43 million as at March 31, 2026, compared to 57,702.81 million as at March 31, 2025. The increase in other equity as at March 31, 2026 compared to March 31, 2025 was primarily driven by proceeds from the issuance of equity shares amounting to 16,452.55 million, as well as profit for the year attributable to the owners of the Company in Fiscal 2026 amounting to 8,923.19 million, partially offset by the utilization of 1,541.25 million for the issuance of bonus shares.

Our other equity increased to 57,702.81 million as at March 31, 2025, compared to 39,399.05 million as at March 31, 2024. The increase in other equity as at March 31, 2025 compared to March 31, 2024 was primarily driven by proceeds from the rights issue of equity shares amounting to 7,485.67 million, as well as profit for the year during Fiscal 2025.

Net Tangible Assets

Our Net Tangible Assets (defined as total assets excluding intangible assets and goodwill, less total liabilities) decreased to

(17,282.00) million as at March 31, 2026 from 20,984.86 million as at March 31, 2025 and 9,034.82 million as at March

31, 2024. The decrease in Net Tangible Assets as at March 31, 2026 was primarily attributable to our acquisition of Sahyadri Group in October 2025. A portion of the purchase price was recognized as goodwill, which is excluded from the calculation of Net Tangible Assets, and the acquisition financing increased our liabilities.

Our Net Tangible Assets increased to 20,984.86 million as at March 31, 2025 from 9,034.82 million as at March 31, 2024. The increase in Net Tangible Assets as at March 31, 2025 was primarily driven by an increase in other equity to 57,702.81 million as at March 31, 2025 from 39,399.05 million as at March 31, 2024, which was primarily driven by proceeds from the rights issue of equity shares in connection with the acquisition of Medica Synergie amounting to 7,485.67 million and profit for the year during Fiscal 2025.

For a reconciliation of Non-GAAP measures, see " Non - GAAP Financial Measures" on page 561.

Liquidity and capital resources

Historically, our primary liquidity requirements have been to finance our working capital needs for our operations. We have met these requirements through cash flows from operations and borrowings. As of March 31, 2026, we had 2,993.48 million in cash and cash equivalents. As of March 31, 2026, we had 6,046.20 million in current borrowings which include current maturities of long-term borrowings.

Our future capital requirements will depend on many factors, including, but not limited to, our growth and the timing and extent of spending to support our expansion plans through greenfield and brownfield projects, as well as strategic acquisitions. We may finance our capital requirements through equity, debt, or a combination thereof. See "Risk Factors Internal Risks We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all." on page 71.

We believe our existing cash, cash equivalents, and proceeds from the Offer, along with the available borrowings and proceeds from the issue of non-convertible debentures, will be sufficient to meet our working capital and capital expenditures needs for at least the next 12 months and beyond.

Cash flows

The table below summarizes the statement of cash flows, as per our restated consolidated statement of cash flows for the years indicated:

Fiscal
2026 2025 2024
( million)
Net cash generated from operating activities 20,784.01 15,698.30 13,886.45
Net cash used in investing activities (70,367.42) (26,583.39) (8,704.95)
Net cash generated from/(used in) financing activities 49,544.41 9,040.82 (2,502.09)
Net increase / (decrease) in cash and cash equivalents (39.00) (1,844.27) 2,679.41
Cash and cash equivalents at the beginning of the year 2,912.79 3,608.78 681.95
Cash and cash equivalents of acquired entities during the year 119.69 1,148.28 247.42
Cash and cash equivalents at the end of the year 2,993.48 2,912.79 3,608.78

Cash flows from operating activities

For Fiscal 2026, our net cash generated from operating activities was 20,784.01 million. This was primarily due to operating profit before working capital changes of 26,654.15 million, driven by adjustments including depreciation and amortisation expense of 6,795.48 million, finance costs of 8,440.23 million, bad debts/advances written off of 784.19 million and a net reversal of loss allowance on trade receivables of 334.43 million, partially offset by fair value gain on financial instruments at fair value through profit or loss of 651.00 million, profit on sale of investments in mutual funds (net) of 530.09 million and interest income of 616.31 million. Changes in working capital included an increase in trade receivables of 2,688.79 million and an increase in trade payables of 458.02 million. Income tax paid (net) was 4,220.67 million.

For Fiscal 2025, our net cash generated from operating activities was 15,698.30 million. This was primarily due to operating profit before working capital changes of 22,353.12 million, driven by adjustments including depreciation and amortisation expense of 5,068.36 million, finance costs of 4,799.96 million and bad debts/advances written off of 1,188.94 million, partially offset by fair value gain on financial instruments at fair value through profit or loss of 672.46 million, profit on sale of investments in mutual funds (net) of 342.28 million, interest income of 139.92 million and a net reversal of loss allowance on trade receivables of 310.61 million. Changes in working capital included increases in trade receivables of 1,903.29 million and a decrease in trade payables of 1,631.34 million. Income tax paid (net) was 2,898.51 million.

For Fiscal 2024, our net cash generated from operating activities was 13,886.45 million. This was primarily due to operating profit before working capital changes of 16,437.03 million, driven by adjustments including depreciation and amortisation expense of 3,970.15 million, finance costs of 4,302.03 million and impairment of goodwill of 1,140.65 million, partially offset by fair value gain on financial instruments at fair value through profit or loss of 540.75 million. Changes in working capital included increases in trade receivables of 496.91 million and inventories of 230.89 million, partially offset by an increase in trade payables of 1,163.15 million. Income tax paid (net) was 2,913.53 million.

Net cash used in investing activities

For Fiscal 2026, our net cash used in investing activities was 70,367.42 million, primarily comprising purchase of investments in mutual funds and others of 49,395.14 million, investment in equity instruments of a subsidiary of 52,548.45 million in connection with the acquisition of Sahyadri Group and acquisition of property, plant and equipment, intangible assets and right-of-use asset of 13,161.91 million, partially offset by proceeds from sale of investments in mutual funds and others of 42,931.31 million.

For Fiscal 2025, our net cash used in investing activities was 26,583.39 million, primarily comprising purchase of investments in mutual funds and others of 46,870.38 million, investment in equity instruments of a subsidiary of 10,128.56 million in connection with the acquisition of Medica Synergie and acquisition of property, plant and equipment, intangible assets and right-of-use asset of 10,543.14 million, partially offset by proceeds from sale of investments in mutual funds and others of 41,339.78 million.

For Fiscal 2024, our net cash used in investing activities was 8,704.95 million, primarily comprising purchase of investments in mutual funds and others of 31,505.32 million, acquisition of a step-down subsidiary of 6,245.90 million and acquisition of property, plant and equipment, intangible assets and right-of-use asset of 3,319.39 million, partially offset by proceeds from sale of investments in mutual funds and others of 31,485.21 million.

Net cash generated from/(used in) financing activities

For Fiscal 2026, our net cash generated from financing activities was 49,544.41 million, primarily comprising proceeds from issue of non-convertible debentures of 53,100.00 million and proceeds from long-term borrowings of 5,958.84 million, partially offset by interest and processing charges paid of 3,535.74 million, repayment of long-term borrowings of 3,499.96 million, and interest paid on lease liabilities of 1,803.42 million.

For Fiscal 2025, our net cash generated from financing activities was 9,040.82 million, primarily comprising proceeds from long-term borrowings of 9,047.80 million and proceeds from issue of equity shares of 7,499.99 million, partially offset by interest and processing charges paid of 3,371.79 million, repayment of long-term borrowings of 2,476.64 million, and interest paid on lease liabilities of 1,143.40 million.

For Fiscal 2024, our net cash used in financing activities was 2,502.09 million, primarily reflecting repayment of long-term borrowings of 2,588.34 million, interest and processing charges paid of 2,663.25 million, and payment related to cancellation of ESOP options including tax deducted at source of 2,780.44 million, partially offset by the sale of treasury shares net of tax of 4,083.63 million and proceeds from long-term borrowings of 2,942.75 million.

Non-GAAP Financial Measures

In addition to our results determined in accordance with Ind AS, we believe the non-GAAP measures set out in the table below are useful to investors in evaluating our operating performance. We use this non-GAAP financial information to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that non-GAAP financial information, when taken collectively with financial measures prepared in accordance with Ind AS, may be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing operating results and trends and in comparing our financial results with other companies in our industry because it provides consistency and comparability with past financial performance. However, our management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with Ind AS.

Non-GAAP financial information may be different from similarly titled non-GAAP measures used by other companies. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by Ind AS to be recorded in our financial statements, as further detailed below. In addition, they are subject to inherent limitations as they reflect the exercise of judgement by management about which expenses and income are excluded or included in determining these non-GAAP financial measures. For reconciliations of non-GAAP measures, see "Other Financial Information Reconciliation of Non-GAAP Measures" on page 545. Investors are encouraged to review the related Ind AS financial measures and the reconciliation of non-GAAP financial measures to their most directly identifiable Ind AS financial measures included below and to not rely on any single financial measure to evaluate our business.

Reconciliation of Non-GAAP Measures based on our Restated Consolidated Financial Information

Reconciliation for the various Non-GAAP Measures based on our Restated Consolidated Financial Information included in this Red Herring Prospectus are given below:

Particulars Unit Fiscal
2026 2025 2024
EBITDA(1) million 27,218.67 22,610.23 15,969.76
EBITDA (excluding exceptional items) (2) million 27,959.37 22,470.70 17,766.03
Adjusted EBITDA(3) million 26,441.46 21,653.62 16,965.90
EBITDA (excluding exceptional items) Margin (4) % 27.05% 27.26% 28.79%
Adjusted EBITDA Margin(5) % 25.58% 26.27% 27.49%
PAT Margin(6) % 8.87% 13.12% 8.64%
Return on Capital Employed (ROCE)(7) % 21.88% 26.98% NA
Net Debt (including lease liabilities)(8) million 98,945.15 43,200.44 36,500.58
Net Debt (including lease liabilities) / Adjusted EBITDA(9) times 3.74 2.00 2.15
Material Cost to Revenue(10) % 20.47% 20.38% 20.27%
Net Asset Value per Share(11) 72.55 50.91 35.60
Net Tangible Assets(12) million (17,281.99) 20,984.86 9,034.82
Net Worth(13) million 84,409.15 58,656.59 40,292.21
Return on Net Worth(14) % 10.57% 18.16% 14.75%
Trade Receivables Turnover Ratio(15) Times 13.19 15.04 NA

Notes:

(1) EBITDA is calculated as Profit for the year plus (i) total tax expense, (ii) depreciation and amortization expense and (iii) finance costs.

(2) EBITDA (excluding exceptional items) is calculated as EBITDA less exceptional items.

(3) Adjusted EBITDA is defined as EBITDA (excluding exceptional items) plus (i) share based payments as reported under employee benefits expense, less (ii) share of loss of equity accounted investee and less (iii) other income.

(4) EBITDA (excluding exceptional items) Margin is calculated as EBITDA (excluding exceptional items) as a percentage of Revenue from Operations. (5) Adjusted EBITDA Margin is calculated as Adjusted EBITDA as a percentage of Revenue from Operations.

(6) Refers to Profit/(loss) for the year, as a percentage of revenue from operations.

(7) Return on Capital Employed (ROCE %) is computed as Adjusted EBIT divided by Average Capital Employed. Adjusted EBIT is calculated as Profit for the year plus (i) total tax expense, (ii) finance costs, and (iii) share based payments as reported under employee benefits expense, less (iv) exceptional items, (v) share of loss of equity accounted investee and (vi) other income. Capital Employed is defined as total equity less goodwill plus deferred tax liability plus net debt (including lease liabilities). Average Capital Employed is the average of opening and closing Capital Employed for the relevant year.

(8) Net Debt (including lease liabilities) is as presented in the Restated Consolidated Financial Information.

(9) Net Debt (including lease liabilities) / Adjusted EBITDA is calculated as Net Debt (including lease liabilities) divided by Adjusted EBITDA.

(10) Material Cost to Revenue is Material Cost divided by Revenue from Operations. Material Cost is the purchase of medical consumables and pharmacy items plus changes in inventories of medical consumables and pharmacy items.

(11) Net Asset Value per share is calculated as net worth at the end of the year divided by number of equity shares outstanding at the end of the year. Number of equity shares outstanding at the end of the year is an aggregate of outstanding number of equity shares considering dilutive number of shares. (12) Net Tangible Assets, as restated and consolidated, mean the sum of all net assets of the Group, its associate(s) and its joint venture and excluding intangible assets, and goodwill, each on restated and consolidated basis and as defined in Indian Accounting Standard 38.

(13) Net Worth has been defined as the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium account and debit or credit balance of restated consolidated statement of profit and loss, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, as per the restated consolidated statement of assets and liabilities, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. Further, Net Worth is calculated as the sum of equity share capital, other equity, foreign currency translation reserve, and adjustments for re-measurement of the defined benefit plan.

(14) Return on Net Worth is calculated as Profit/(loss) for the year attributable to owners of the Company divided by Net Worth as at the end of the respective year.

(15) Trade receivable turnover ratio is calculated as revenue from operations for the year divided by average trade receivable outstanding at the end of the year. Average trade receivables is calculated as average of trade receivables at the beginning and at the end of the relevant year.

EBITDA, EBITDA (excluding exceptional items), Adjusted EBITDA, EBITDA (excluding exceptional items) Margin and Adjusted EBITDA Margin

The following table sets forth a reconciliation of EBITDA, EBITDA (excluding exceptional items), Adjusted EBITDA, EBITDA (excluding exceptional items) Margin and Adjusted EBITDA Margin.

Particulars Fiscal
2026 2025 2024
Profit for the year 9,165.19 10,816.72 5,332.03
Add: Depreciation and amortization expense 6,795.48 5,068.36 3,970.15
Add: Finance costs 8,642.89 5,118.73 4,549.25
Add: Tax expense 2,615.11 1,606.42 2,118.33

 

Particulars Fiscal
2026 2025 2024
EBITDA (A) 27,218.67 22,610.23 15,969.76
Less: Exceptional items (B) (740.70) 139.53 (1,796.27)
EBITDA (excluding exceptional items) (C=A-B) 27,959.37 22,470.70 17,766.03
Add: Share based payments (D) 329.74 388.28 135.26
Less: Other income (E) 1,847.65 1,205.36 935.39
Adjusted EBITDA (F=C+D-E) 26,441.46 21,653.62 16,965.90
Revenue from operations (G) 103,357.51 82,422.50 61,716.32
EBITDA (excluding exceptional items) Margin (C/G) 27.05% 27.26% 28.79%
Adjusted EBITDA Margin (F/G) 25.58% 26.27% 27.49%

PAT Margin

The table below sets forth a reconciliation of PAT margin.

Particulars Fiscal
2026 2025 2024
Revenue From Operations (A) 103,357.51 82,422.50 61,716.32
Profit for the year (B) 9,165.19 10,816.72 5,332.03
PAT Margin (%) (C=B/A) 8.87% 13.12% 8.64%

Return on Capital Employed (ROCE)

The table below sets forth a reconciliation of return on capital employed.

Particulars Fiscal
2026 2025 2024
Profit for the year (A) 9,165.19 10,816.72 5,332.03
Add: Finance costs (B) 8,642.89 5,118.73 4,549.25
Add: Tax expense (C) 2,615.11 1,606.42 2,118.33
Add: Share based payments (D) 329.74 388.28 135.26
Less: Exceptional items (E) (740.70) 139.53 (1,796.27)
Less: Other income (F) 1,847.65 1,205.36 935.39
Adjusted EBIT (G = A+B+C+D-E-F) 19,645.98 16,585.26 12,995.75
Total Equity (H) 87,987.63 60,001.76 40,875.10
Add: Deferred Tax Liability (I) 2,822.21 1,837.44 2,109.41
Add: Net Debt (including lease liabilities) (J) 98,945.15 43,200.44 36,500.58
Less: Goodwill (K) 81,205.68 33,990.19 27,595.43
Capital Employed (L=H+I+J-K) 108,549.31 71,049.45 51,889.66
Opening Net Capital Employed (M) 71,049.45 51,889.66 NA
Closing Net Capital Employed (N) 108,549.31 71,049.45 51,889.66
Average Capital Employed (O= (M+ N)/2) 89,799.38 61,469.56 NA
Return on Capital Employed (ROCE) (%) (P =G/O) 21.88% 26.98% NA

Net Debt (including lease liabilities) / Adjusted EBITDA

The table below sets forth a reconciliation of Net Debt (including lease liabilities) and Net Debt (including lease liabilities) / Adjusted EBITDA.

( millions except values shown as multiples)

Particulars As at March 31,
2026 2025 2024
Total Borrowings (A) 105,534.31 47,668.26 39,439.82
Add: Lease liabilities (B) 23,096.33 16,183.40 11,862.63
Less Cash and cash equivalents (C) (2,993.48) (2,912.79) (3,608.78)
Less: Investments in mutual funds and commercial papers (D) (26,692.01) (17,738.43) (11,193.09)
Net Debt (including lease liabilities) (E=A+B-C-D) 98,945.15 43,200.44 36,500.58
Adjusted EBITDA (F) 26,441.46 21,653.62 16,965.90
Net Debt (including lease liabilities)/ Adjusted EBITDA = (E/F) 3.74 2.00 2.15

Material Cost to Revenue

The table below sets forth a reconciliation of Material Cost to Revenue.

Particulars Fiscal
2026 2025 2024
Cost of material consumed (A) 21,161.55 16,800.36 12,512.08
Revenue from Operations (B) 103,357.51 82,422.50 61,716.32
Material Cost to Revenue = (A/B) 20.47% 20.38% 20.27%

Net Tangible Assets

The table below sets forth a reconciliation of Net Tangible Assets.

Particulars Fiscal
2026 2025 2024
Total assets (A) 248,670.03 140,720.80 108,188.28
Less: Other intangible assets (B) (24,063.94) (5,026.71) (4,244.85)
Less: Goodwill (C) (81,205.68) (33,990.19) (27,595.43)
Total (D = A-B-C) 143,375.41 101,703.90 76,348.00
Non-current liabilities (E) 127,033.68 62,771.04 50,745.75
Add: Current liabilities (F) 33,623.72 17,948.00 16,567.43
Total (G=E+F) 160,657.40 80,719.04 67,313.18
Net Tangible Assets (H=D-G) (17,281.99) 20,984.86 9,034.82

Net Worth and Return on Net Worth

The table below sets forth an analysis of Net Worth and Return on Net Worth.

Particulars Fiscal
2026 2025 2024
Equity share capital 2,359.51 770.62 756.30
Other equity 81,901.43 57,702.81 39,399.05
Add / (less): Re-measurement of defined benefit plan (0.65) 29.30 (17.96)
Add: Foreign currency translation reserve 148.86 153.86 154.82
Net Worth (A) 84,409.15 58,656.59 40,292.21
Profit / (loss) for the year attributable to Owners of the Company (B) 8,923.19 10,653.62 5,943.21
Return on Net Worth (%) (C=B/A) 10.57% 18.16% 14.75%

Net Asset Value per Share (Face Value of 2 each)

The table below sets forth an analysis of Net Asset Value per Share (Face Value of 2 each).

Particulars Fiscal
2026 2025 2024
Net Worth ( millions) (A) 84,409.15 58,656.59 40,292.21
Number of equity shares outstanding at the end of the year is an aggregate of outstanding number of equity shares considering dilutive number of shares (B) 1,163,437,357 1,152,143,487 1,131,782,805
Net Asset Value per Share (Face Value of 2 each) ( ) (C=A/B) 72.55 50.91 35.60

Trade Receivables Turnover Ratio

Particulars Fiscal
2026 2025 2024
Revenue From Operations (A) 103,357.51 82,422.50 61,716.32
Closing Trade Receivables (B) 9,297.59 6,373.01 4,588.80
Opening Trade Receivables (C) 6,373.01 4,588.80 NA
Average Trade Receivables (D = (B+C)/2) 7,835.30 5,480.91 NA
Trade Receivables Turnover Ratio (E=A/D) 13.19 15.04 NA

Reconciliation of Non-GAAP Measures based on our Pro Forma Financial Information

Reconciliation for the various non-GAAP Measures included in this Red Herring Prospectus based on our Pro Forma Financial Information are given below:

Particulars Unit Fiscal
2026 2025
Pro Forma EBITDA(1) million 28,348.69 24,550.31
Pro Forma EBITDA (excluding exceptional items) (2) million 29,284.65 24,683.78
Pro Forma Adjusted EBITDA(3) million 27,495.88 23,616.45
Pro Forma EBITDA (excluding exceptional items) Margin (4) % 26.78% 26.65%
Pro Forma Adjusted EBITDA Margin(5) % 25.14% 25.49%
Pro Forma PAT Margin(6) % 6.26% 5.77%
Pro Forma Material Cost to Revenue(7) % 20.53% 20.42%

Notes:

(1) Pro Forma EBITDA is calculated as Profit for the year plus

(i) total tax expense,

(ii) depreciation and amortization expense and

(iii) finance costs.

(2) Pro Forma EBITDA (excluding exceptional items) is calculated as Pro Forma EBITDA less exceptional items.

(3) Pro Forma Adjusted EBITDA is calculated as Pro Forma EBITDA (excluding exceptional items) plus

(i) share based payments as reported under employee benefits expense, less

(iii) share of loss of equity accounted investee and less

(iii) other income.

(4) Pro Forma EBITDA (excluding exceptional items) Margin is calculated as Pro Forma EBITDA (excluding exceptional items) as a percentage of Revenue from Operations.

(5) Pro Forma Adjusted EBITDA Margin is calculated as Pro Forma Adjusted EBITDA as a percentage of Revenue from Operations.

(6) Pro Forma PAT Margin is calculated as Profit for the year as a percentage of Revenue from Operations.

(7) Pro Forma Material Cost to Revenue is Material Cost divided by Revenue from Operations. Material Cost is the purchase of medical consumables and pharmacy items plus changes in inventories of medical consumables and pharmacy items.

Pro Forma EBITDA, Pro Forma EBITDA (excluding exceptional items), Pro Forma Adjusted EBITDA, Pro Forma EBITDA (excluding exceptional items) Margin and Pro Forma Adjusted EBITDA Margin

The following table sets forth a reconciliation of pro forma EBITDA, pro forma EBITDA (excluding exceptional items), pro forma Adjusted EBITDA, pro forma EBITDA (excluding exceptional items) Margin and pro forma Adjusted EBITDA Margin.

( millions except percentages)

Particulars Fiscal
2026 2025
Profit for the year 6,849.02 5,347.96
Add: Depreciation and amortization expense 7,207.98 5,815.74
Add: Finance costs 11,543.90 11,418.41
Add: Tax expense 2,747.79 1,968.20
Pro Forma EBITDA (A) 28,348.69 24,550.31
Less: Exceptional items (B) (935.96) (133.47)
Pro Forma EBITDA (excluding exceptional items) (C=A-B) 29,284.65 24,683.78
Add: Share based payments (D) 329.74 388.28
Less: Other income (E) 2,118.51 1,455.61
Pro Forma Adjusted EBITDA (F=C+D-E) 27,495.88 23,616.45
Revenue from Operations (G) 109,356.18 92,635.56
Pro Forma EBITDA (excluding exceptional items) Margin (C/G) 26.78% 26.65%
Pro Forma Adjusted EBITDA Margin (F/G) 25.14% 25.49%

Pro Forma Profit for the Year Margin

The table below sets forth a reconciliation of pro forma PAT margin.

Particulars Fiscal
2026 2025
Revenue from Operations (A) 109,356.18 92,635.56
Profit for the year (B) 6,849.02 5,347.96
Pro Forma PAT Margin (%) (C=B/A) 6.26% 5.77%

Pro Forma Material Cost to Revenue

The table below sets forth a reconciliation of pro forma Material Cost to Revenue (%).

( millions except percentages)

Particulars Fiscal
2026 2025
Cost of material consumed (A) 22,453.45 18,913.01
Revenue from operations (B) 109,356.18 92,635.56
Pro Forma Material Cost to Revenue (%) (C=A/B) 20.53% 20.42%

Indebtedness

As of March 31, 2026, we had current borrowings of 6,046.20 million and non-current borrowings of 99,488.11 million. Current borrowings consisted of current maturities of long-term borrowings. Non-current borrowings consisted of term loans from banks, financial institutions and others, a loan for purchase of capital assets and non-convertible debentures. For additional information, see "Financial Indebtedness" on page 547.

Cash Outflow for Capital Expenditures

In Fiscals 2026, 2025 and 2024, our cash outflows for acquisition of property, plant and equipment, intangible assets and right-of-use assets were 13,161.91 million, 10,543.14 million and 3,319.39 million, respectively.

Contractual Obligations

See " Quantitative and Qualitative Disclosures about Market Risks Liquidity Risk" on page 568.

Contingent Liabilities

The following table sets forth the principal components of our contingent liabilities as of March 31, 2026.

( in million)

Particulars As at March 31, 2026
(A) Claims against the Group not acknowledged as debts
(a) Patient Compensation 180.54
(b) Income Tax demand 513.87
(c) Indirect Tax Demand 527.56
(d) Professional Tax 11.27
(e) Others 9.84
(B) Guarantees* 220.01
Total 1,463.09

* Includes performance guarantees. For further details, see Note 37 of the Restated Consolidated Financial Information.

Further, during the year ended March 31, 2021, we gave an indemnity against the performance of third parties to RSDH (Malaysia) Sdn Bhd of MYR 370.00 million, equivalent to 8,532.17 million, relating to the sale of Manipal Hospitals Sdn. Bhd., Malaysia.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, derivative instruments or relationships with other entities that would have been established for the purpose of facilitating off-balance sheet arrangements.

Related Party Transactions

We enter into various transactions with related parties. For further information see "Other Financial Information Related Party Transactions" on page 545.

Seasonality

Our business is not subject to seasonality.

Quantitative and Qualitative Disclosures about Market Risks

Financial risk management

Our principal financial liabilities comprise borrowings, trade and other payables, lease liabilities and other financial liabilities. The main purpose of these financial liabilities is to finance our operations. Our principal financial assets include loans, investments, trade and other receivables, cash and cash equivalents, bank balances other than cash and cash equivalents and other financial assets that are derived directly from our operations.

Our activities expose us to market risk, credit risk and liquidity risk. Our management oversees the management of these risks and works towards minimizing the potential adverse effects, if any, on our financial performance.

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest rate risk and currency rate risk. Financial instruments affected by market risk include our borrowings, investments, and deposits. The sensitivity analyses in the following sections relate to our position as of March 31, 2026, March 31, 2025 and March 31, 2024. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in the respective market risks, based on the financial assets and financial liabilities we held as of those dates.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our debt obligations with floating interest rates in the form of term loans. We monitor movements in interest rates on an ongoing basis.

The interest rate profile of our interest bearing financial instruments is as follows:

( in million)

Fixed rate instruments As at March 31, 2026 As at March 31, 2025 As at March 31, 2024
Financial asset
Margin money deposit with banks 482.19 431.04 128.18
Deposits with banks due to mature after twelve months from the reporting date 402.66 532.64 253.36
Bank Deposits due to mature within twelve months from the reporting date 238.57 390.11 189.08
Bank deposits with remaining maturity less than twelve months 953.56 10.04 -
Earnest money deposit 2.30 2.30 2.30
Deposits with original maturity of less than three months 30.00 887.53 383.03
Investment in Commercial Papers 4,495.48 2,928.31 -
Financial liability
Borrowings (non-current and current) 56,325.19 4,048.95 4,304.50
Variable rate instruments As at March 31, 2026 As at March 31, 2025 As at March 31, 2024
Financial asset
Investments in mutual funds (quoted) 22,196.53 14,810.12 11,193.09
Financial liability
Borrowings (non-current and current) 46,550.25 43,619.31 35,135.32

Based on the closing balance of variable instruments, an increase/decrease in interest rate by 1%, with all other variables remaining constant would result in increase/decrease in profit or loss and equity by 243.54 million (as of March 31, 2025: 288.09 million and March 31, 2024: 239.42 million).

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates relates primarily to our operating activities (when revenue or expense is denominated in a foreign currency), our net investments in foreign subsidiaries, and financial guarantees given to foreign subsidiaries. We monitor foreign exchange rates on an ongoing basis.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligation under a financial instrument or customer contract, leading to financial loss. Our credit risk arises principally from our trade receivables, cash and cash equivalents, and financial assets.

We control credit risk by analysing credit limits and the creditworthiness of customers on a continuous basis and granting credit only after obtaining necessary approvals. We monitor collections from trade receivables on an ongoing basis.

Trade Receivables

Our exposure to credit risk is influenced mainly by the characteristics of each customer. We control credit risk by analysing credit limits and the creditworthiness of payors/customers on a continuous basis and granting credit only after obtaining necessary approvals. However, we also consider factors that may influence the credit risk of our customer base, including the default risk associated with the industry and country in which customers operate.

Loss rates are based on our actual credit loss experience over the past few years, current conditions and forecasts of future economic conditions.

Refer to Note 10.2.3 of the Restated Consolidated Financial Information for information about the exposure to credit risk and expected credit losses ("ECLs") for trade receivables.

The movement in the allowance for impairment in respect of trade receivables during the year is as follows:

( in million)

As at March 31, 2026 As at March 31, 2025* As at March 31, 2024*
Opening balance 1,212.17 797.73 802.58
Additions on account of acquisition of subsidiary (refer note 31 a, b and d) 43.02 725.02 49.40
Reversal of provision for unbilled revenue - (17.20)

 

As at March 31, 2026 As at March 31, 2025* As at March 31, 2024*
Loss allowance on trade receivables (net of reversals) 334.43 (310.58) (37.05)
Closing balance 1,589.62 1,212.17 797.73
* Refer to Note 31c of the Restated Consolidated Financial Information.

There is no significant concentration of credit risk and no single customer accounted for more than 10% of the revenue as of March 31, 2026, March 31, 2025 and March 31, 2024.

Other receivables

We establish an allowance for impairment that represents our estimate of expected losses in respect of other receivables based on past experience and recent collection trends. The maximum exposure to credit risk as of the reporting date is primarily from other receivables amounting to 192.97 million (March 31, 2025: 260.65 million; and March 31, 2024: 198.84 million). The movement in the allowance for impairment in respect of other receivables during the year is as follows:

( in million)

As at March 31, 2026 As at March 31, 2025 As at March 31, 2024
Opening balance 7.59 12.93 6.16
Additions on account of acquisition of subsidiary (refer note 31 d) 0.35
Loss allowance on other receivables (net of reversals) 6.62 (5.34) 6.42
Closing balance 14.21 7.59 12.93

Loan to others

We establish an allowance for impairment that represents our estimate of expected losses in respect of loans to others based on past experience and recent collection trends. The maximum exposure to credit risk as of the reporting date is primarily from loans to others amounting to nil (March 31, 2025: nil; and March 31, 2024: 0.51 million). The movement in the allowance for impairment in respect of loans to others during the year is as follows:

( in million)

As at March 31, 2026 As at March 31, 2025* As at March 31, 2024*
Opening balance 50.00
Reclassified to investment (50.00)
Closing balance

* Refer to Note 31c of the Restated Consolidated Financial Information

Financial instruments and deposits

Credit risk on cash and cash equivalents and deposits is limited as we generally transact with banks with high credit ratings assigned by international and domestic credit rating agencies. Investments of surplus funds, temporarily, are made only with approved counterparties who meet the minimum threshold requirements under our counterparty risk assessment process. Our maximum exposure for financial guarantees is given in Note 37 of the Restated Consolidated Financial Information.

Liquidity risk

Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with our financial liabilities that are settled by delivering cash or another financial asset. Our approach to managing liquidity is to ensure, as far as possible, that we have sufficient liquidity to meet our liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to our reputation. We also maintain unutilized credit limits with banks.

The table below summarises the maturity profile of the Groups financial liabilities based on contractual undiscounted payments:

As at March 31, 2026
Less than 1 year More than 1 year Total
Borrowings (non-current and current) 14,416.81 126,158.09 140,574.90
Lease liabilities (non-current and current) 2,674.73 69,725.66 72,400.39
Trade payables 14,645.43 14,645.43
Other financial liabilities (non-current and current) 8,585.34 1,787.56 10,372.90

Significant Economic Changes

Other than as described elsewhere in this Red Herring Prospectus, there are no other significant economic changes that materially affect or are likely to affect income from continuing operations.

Unusual or Infrequent Events of Transactions

Except as described in this Red Herring Prospectus, there have been no other events or transactions that may be described as "unusual" or "infrequent".

Known Trends or Uncertainties

Our business has been affected, and we expect will continue to be affected by the trends identified above in the heading titled " Principal Factors Affecting Our Financial Condition and Results of Operations" and the uncertainties described in the section titled "Risk Factors" beginning on pages 552 and 34, respectively. Except as described or anticipated in this Red Herring Prospectus, there are no known factors which we expect will have a material adverse impact on our revenues or income from continuing operations.

Future Relationship Between Cost and Income

Other than as described elsewhere in this Red Herring Prospectus, there are no known factors that might affect the future relationship between costs and revenues.

New Products or Business Segments

Except as disclosed in "Our Business" beginning on page 223, and products that we announce in the ordinary course of business, we have not announced and do not expect to announce in the near future any new products or business segments.

Supplier or Customer Concentration

We do not depend on a limited number of suppliers to procure our medical supplies. For further details, see "Risk Factors Internal Risks We rely on third-party suppliers and subcontractors for supplies, equipment, housekeeping and security services. Their failure to perform, contract termination or nonrenewal, unfavorable pricing, or our inability to pass increased costs to patients could have a material adverse impact on our business, financial condition, results of operations, cash flows and prospects." on page 63.

We have a wide customer base and our business is not dependent on any single or few customers. For more information, see

" Our Business" on page 223.

Competitive Conditions

We operate in a competitive environment. For information on our competitive conditions and our competitors, see "Industry Overview", "Risk Factors Internal Risks We face competition from other healthcare service providers and an inability to compete effectively could adversely affect our business, financial condition, results of operations, cash flows and prospects" and "Our Business Competition" on pages 178, 60 and 245, respectively.

Recent Accounting Pronouncements

There are no standards issued but not yet effective or new and amended standards that will have a material impact on the Companys Restated Consolidated Financial Information. For additional information, see Note 2.5 to the Restated Consolidated Financial Information included elsewhere in this Red Herring Prospectus.

Reservations, qualifications, matters of emphasis or adverse remarks

Our Statutory Auditor has not included emphasis of matters and modifications in their audit reports for Fiscals 2026, 2025 and 2024. For further information, see "Restated Consolidated Financial Information" on page 322.

Significant Developments after March 31, 2026 that may affect our future results of operations

Subsequent to March 31, 2026, our Company acquired the remaining land measuring 752.77 square meters, together with the building comprising the service floor between the 3rd and 4th floors and the 4th to 9th floors, having an aggregate area of 20,663.80 square meters, in connection with its greenfield project at Juhu, Mumbai, for a total consideration of 4,950.00 million, thereby completing the acquisition of the property. Of the total consideration, 3,650.00 million was paid subsequent to March 31, 2026. The remaining 1,300.00 million is payable subject to the fulfilment of certain conditions subsequent.

Other than the above, no circumstances have arisen since the date of the Restated Consolidated Financial Information as disclosed in this Red Herring Prospectus which materially and adversely affect or are likely to affect our operations or profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.

Critical Accounting Policies, Estimates and Judgments

In preparing these Restated Consolidated Financial Information, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised prospectively. Notes to our Restated Consolidated Financial Information included elsewhere in this Red Herring Prospectus describe the significant accounting judgments, assumptions and estimation uncertainties that we use in preparing those statements.

The critical accounting policies that our management believes to be the most significant are summarized below:

Business combinations and goodwill

Other than common control transactions

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the consideration transferred, measured at acquisition date fair value, and the amount of any non controlling interests in the acquiree. For each business combination, we elect whether to measure the non controlling interests in the acquiree at fair value or at the proportionate share of the acquirees identifiable net assets. Acquisition related costs are expensed as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognized at their acquisition date fair values. For this purpose, the liabilities assumed include contingent liabilities representing present obligations, and they are measured at their acquisition date fair values irrespective of whether an outflow of resources embodying economic benefits is probable. However, the following assets and liabilities acquired in a business combination are measured on the basis indicated below:

Deferred tax assets or liabilities, and the assets or liabilities related to employee benefit arrangements, are recognized and measured in accordance with Ind AS 12 Income Taxes and Ind AS 19 Employee Benefits, respectively.

When we acquire a business, we assess the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances, and pertinent conditions as of the acquisition date.

Goodwill on consolidation as of the date of transition represents the excess of the cost of acquisition at each point in time of making the investment in the subsidiary over our share in the net worth of the subsidiary. For this purpose, our share of net worth is determined on the basis of the latest financial statements, prior to the acquisition, after making necessary adjustments for material events between the date of such financial statements and the date of the respective acquisition. Capital reserve on consolidation represents the excess of our share in the net worth of a subsidiary over the cost of acquisition at each point in time of making the investment in the subsidiary. Goodwill arising on consolidation is not amortized; however, it is tested for impairment annually. In the event of cessation of operations of a subsidiary, the unimpaired goodwill is written off fully.

Common control transactions

Common control business combinations include transactions, such as the transfer of subsidiaries or businesses, between entities within a group. Business combinations involving entities or businesses under common control are accounted for using the pooling of interests method. Under the pooling of interests method, the assets and liabilities of the combining entities are reflected at their carrying amounts, and the only adjustments made are to harmonize accounting policies.

Financial information in the consolidated financial statements in respect of prior years is restated as if the business combination had occurred from the beginning of the preceding year in the financial statements, irrespective of the actual date of the combination. However, if the business combination occurred after that date, the prior year information is restated only from that date.

The difference, if any, between the amount recorded as share capital issued plus any additional consideration in the form of cash or other assets and the amount of share capital of the transferor is transferred to reserves and presented separately from other reserves, with disclosure of its nature and purpose in the notes.

Assets (or disposal groups) that are classified as held for sale in accordance with Ind AS 105 Non current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Investment in joint venture/associates

A joint venture is a type of joint arrangement whereby the parties that have joint control of the arrangement/entity have rights to the net assets of the joint venture. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for non-controlling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Group re-assesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in other comprehensive income

("OCI") and accumulated in equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in equity as capital reserve, without routing the same through OCI.

Our investment in our joint ventures/associates is accounted for using the equity method in the consolidated financial statements. Under the equity method, the investment in a joint venture/associate is initially recognized at cost. The carrying amount of the investment is adjusted to recognize changes in our share of the net assets of the joint venture/associate since the acquisition date.

The statement of profit and loss reflects our share of the results of operations of the joint venture/associate. Any change in the other comprehensive income (OCI) of this investee is presented as part of our OCI. In addition, when there has been a change recognized directly in the equity of the joint venture/associate, we recognize our share of any such changes, when applicable, in the statement of changes in equity. Unrealized gains and losses resulting from transactions between us and the joint venture/associate are eliminated to the extent of our interest in the joint venture/associate.

If our share of losses of a joint venture/associate equals or exceeds our interest in the joint venture/associate (which includes any long term interest that, in substance, forms part of our net investment in the joint venture/associate), we discontinue recognizing our share of further losses. Additional losses are recognized only to the extent that we have incurred legal or constructive obligations or made payments on behalf of the joint venture/associate. If the joint venture/associate subsequently reports profits, we resume recognizing our share of those profits only after our share of the profits equals the share of losses not recognized.

The aggregate of our share of profit or loss of a joint venture/associate is shown on the face of the statement of profit and loss.

The financial statements of the joint venture/associate are prepared for the same reporting year as ours. When necessary, adjustments are made to bring the accounting policies in line with our accounting policies.

After application of the equity method, we determine whether it is necessary to recognize an impairment loss on our investment in our joint ventures/associates. At each reporting date, we assess whether there is objective evidence that the investment in the joint ventures/associates is impaired. If there is such evidence, we calculate the amount of impairment as the difference between the recoverable amount of the joint ventures/associates and their carrying value, and then recognize the loss as "Share of profit of a joint venture/associates" in the statement of profit and loss.

Current versus non-current classification

Based on the time involved between the acquisition of assets for processing and their realization in cash and cash equivalents, the Group has identified twelve months as its operating cycle for determining current and non-current classification of assets and liabilities in the Restated Consolidated Statement of Assets and Liabilities.

Property, plant and equipment and intangible assets

Property, plant and equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises the purchase price, the cost of replacing parts of plant and equipment, borrowing costs if the recognition criteria are met, and directly attributable costs of bringing the asset to its location and condition necessary for its intended use. Any trade discounts and rebates are deducted in arriving at the purchase price. When significant parts of plant and equipment are required to be replaced at intervals, we depreciate them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognized in the statement of profit and loss as incurred. The present value of the expected cost for the decommissioning of an asset after its use is included in the cost of the respective asset if the recognition criteria for a provision are met.

An item of property, plant and equipment, and any significant part initially recognized, is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement of profit and loss when the asset is derecognized.

Subsequent expenditure is capitalized only if it is probable that the future economic benefits associated with the expenditure will flow to us and the cost of the item can be measured reliably.

Property, plant and equipment under installation or construction as of the balance sheet date are shown as capital work-in-progress and the related advances are shown under non-current assets.

On transition to Ind AS (i.e., April 1, 2015), we elected to continue with the carrying value of all property, plant and equipment measured under the previous GAAP and use that carrying value as the deemed cost of property, plant and equipment.

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:

Category of assets Useful life estimated by management Useful life as per Schedule II of the Companies Act, 2013
Building 18 60 years 30 years
Electrical installations 7 years 10 years
Equipments 13 years 10 15 years
Facility and office equipment 7 years 10 years

 

Category of assets Useful life estimated by management Useful life as per Schedule II of the Companies Act, 2013
Furniture and fixtures 7 years 10 years
Other fixtures (included in Building) 2 years 10 years
Computers 3 years 3 6 years
Vehicles 3 7 years 6 10 years

Leasehold land is amortised over the remaining lease year (refer to Note 3.1 of the Restated Consolidated Financial Information)

Depreciation on additions (disposals) is provided on a pro rata basis i.e., from (up to) the date on which the asset is ready for use (disposed of).

Second hand assets are depreciated over the estimated useful life as per technical estimates.

Leasehold land/leasehold improvements/leasehold building are depreciated over the primary lease period or useful life, whichever is shorter, on a straight line basis.

The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year end and adjusted prospectively, if appropriate.

Assets having a value of up to 10,000 are fully depreciated in the year in which they are acquired.

We have estimated, supported by technical advice, the useful life of certain categories of assets which are lower than those indicated in Schedule II to the Companies Act, 2013. We believe these estimated useful lives are realistic and reflect a fair approximation of the period over which the assets are likely to be used.

Intangible Assets

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired in a business combination is their fair value at the date of acquisition. Following initial recognition, intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses, if any. The useful lives of intangible assets are assessed as either finite or indefinite.

Intangible assets with finite lives are amortized over the useful economic life and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting year. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with finite lives is recognized in the statement of profit and loss unless such expenditure forms part of the carrying value of another asset.

Intangible assets with indefinite useful lives are not amortized, but are tested for impairment annually, either individually or at the cash generating unit level. The assessment of indefinite life is reviewed annually to determine whether the indefinite life continues to be supportable. If not, the change in useful life from indefinite to finite is made on a prospective basis. Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the asset and are recognized in the statement of profit or loss when the asset is derecognized. Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognized in profit or loss as incurred.

There are no internally generated intangible assets capitalized by us.

A summary of amortisation policies applied to our intangible assets is as below:

Category of assets Useful life estimated by management
Computer software application 3 5 years
Computer software generic 1 year
Customer contract 10 12 years
Non-compete fees 2 5 years
Brand 8 years
M-Brand Indefinite

Impairment of non-financial assets

Except for deferred tax assets and inventory, we assess at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, we estimate the assets recoverable amount, defined as the higher of an assets or cash generating units ("CGU") fair value less costs of disposal and its value in use. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used.

We base our impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of our CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer years, a long term growth rate is calculated and applied to project future cash flows till perpetuity.

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or CGUs. Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

For assets excluding goodwill, an assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, we estimate the assets or CGUs recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the assets recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss.

Goodwill is tested for impairment annually and when circumstances indicate that the carrying value may be impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU is less than its carrying amount, an impairment loss is recognised. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the assets in the CGU on a pro rata basis. Impairment losses relating to goodwill cannot be reversed in future years.

Intangible assets with indefinite useful lives are tested for impairment annually at each balance sheet date at the CGU level, as appropriate, and when circumstances indicate that the carrying value may be impaired.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the year in which they are incurred. Borrowing costs consist of interest and other costs incurred in connection with the borrowing of funds and include exchange differences to the extent regarded as an adjustment to the borrowing costs.

Leases

A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a year of time in exchange for consideration.

Group as a lessee

We account for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components.

We recognise right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right-of-use asset measured at inception shall comprise the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date less any lease incentives received, plus any initial direct costs incurred and an estimate of costs to be incurred by the lessee in dismantling and removing the underlying asset or restoring the underlying asset or site on which it is located. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any re-measurement of the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset. If ownership of the leased asset transfers to us at the end of the lease term or the cost reflects the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset. Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognised in the statement of profit and loss.

At the commencement date of the lease, we recognise lease liabilities measured at the present value of lease payments to be made over the lease term.

Group as a lessor

At the inception of the lease, we classify each of our leases as either an operating lease or a finance lease. We recognise lease payments received under operating leases as income on a straight-line basis over the lease term. In case of a finance lease, finance income is recognised over the lease term based on a pattern reflecting a constant yearly rate of return on the lessors net investment in the lease.

If an arrangement contains lease and non-lease components, we apply Ind AS 115 Revenue from contracts with customers to allocate the consideration in the contract.

Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Initial recognition and measurement

Financial assets are classified at initial recognition as subsequently measured at amortized cost, fair value through OCI, or fair value through profit or loss.

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

The classification of financial assets at initial recognition depends on the financial assets contractual cash flow characteristics and our business model for managing them. With the exception of trade receivables that do not contain a significant financing component or for which we have applied the practical expedient, we initially measure a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing component or for which we have applied the practical expedient are measured at the transaction price determined under Ind AS 115. Refer to the accounting policies in the section entitled "Revenue from contracts with customers".

In order for a financial asset to be classified and measured at amortised cost or fair value through OCI, we need to give rise to cash flows that are "solely payments of principal and interest" ("SPPI") on the principal amount outstanding. This assessment is referred to as the SPPI test and is performed at an instrument level. Financial assets with cash flows that are not SPPI are classified and measured at fair value through profit or loss, irrespective of the business model.

Our business model for managing financial assets refers to how we manage our financial assets in order to generate cash flows. The business model determines whether cash flows will result from collecting contractual cash flows, selling the financial assets, or both. Financial assets classified and measured at amortised cost are held within a business model with the objective to hold financial assets in order to collect contractual cash flows while financial assets classified and measured at fair value through OCI are held within a business model with the objective of both holding to collect contractual cash flows and selling.

Purchases or sales of financial assets that require delivery of assets within a time frame established by regulation or convention in the marketplace (regular way trades) are recognised on the trade date, i.e., the date that we commit to purchase or sell the asset.

Subsequent measurement

For purposes of subsequent measurement, financial assets are classified in four categories:

(i) Financial assets at amortized cost (debt instruments);

(ii) Financial assets at fair value through other comprehensive income ("FVTOCI") with recycling of cumulative gains and losses (debt instruments)

(iii) Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments); and

(iv) Financial assets at fair value through profit or loss.

Financial assets at amortised cost (debt instruments)

A ‘financial asset is measured at the amortised cost if both the following conditions are met:

(a) The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows; and

(b) Contractual terms of the asset give rise on specified dates to cash flows that are SPPI on the principal amount outstanding.

This category is the most relevant to us. After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate ("EIR") method. Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included in finance income in the profit or loss. The losses arising from impairment are recognised in the profit or loss. Our financial assets at amortised cost includes trade receivables, and loan to an associate and loan to a director included under other noncurrent financial assets. For more information on receivables, refer to Note 10.2 of the Restated Consolidated Financial Information.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value recognised in the statement of profit and loss.

This category includes derivative instruments and listed equity investments which the Group had not irrevocably elected to classify at fair value through OCI. Dividends on listed equity investments are recognised in the statement of profit and loss when the right of payment has been established.

Derecognition

A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e., removed from our consolidated balance sheet) when:

(i) The rights to receive cash flows from the asset have expired; or

(ii) We have transferred our rights to receive cash flows from the asset or have assumed an obligation to pay the received cash flows in full without material delay to a third party under a ‘pass through arrangement; and either (a) we have transferred substantially all the risks and rewards of the asset, or (b) we have neither transferred nor retained substantially all the risks and rewards of the asset, but have transferred control of the asset.

When we have transferred our rights to receive cash flows from an asset or have entered into a pass through arrangement, we evaluate if and to what extent we have retained the risks and rewards of ownership. When we have neither transferred nor retained substantially all of the risks and rewards of the asset, nor transferred control of the asset, we continue to recognise the transferred asset to the extent of our continuing involvement. In that case, we also recognise an associated liability. The transferred asset and the associated liability are measured on a basis that reflects the rights and obligations that we have retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that we could be required to repay.

Impairment of financial assets

We recognise an allowance for ECLs for all debt instruments not held at fair value through profit or loss. ECLs are based on the difference between the contractual cash flows due in accordance with the contract and all the cash flows that we expect to receive, discounted at an approximation of the original effective interest rate. The expected cash flows will include cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

ECLs are recognized in two stages. For credit exposures for which there has not been a significant increase in credit risk since initial recognition, we provide ECLs for credit losses that result from default events that are possible within the next 12 months (a 12-month ECL). For those credit exposures for which there has been a significant increase in credit risk since initial recognition, we require a loss allowance for credit losses expected over the remaining life of the exposure, irrespective of the timing of the default (a lifetime ECL).

For trade receivables and other financial assets, we apply a simplified approach in calculating ECLs. Therefore, we do not track changes in credit risk, but instead recognize a loss allowance based on lifetime ECLs at each reporting date. We have established a provision matrix that is based on our historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment.

In certain cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.

Financial liabilities

Initial recognition and measurement

We classify financial liabilities, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, or as derivatives designated as hedging instruments in an effective hedge, as appropriate. All financial liabilities are recognised initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs.

Our financial liabilities include trade and other payables, loans and borrowings including bank overdrafts, financial guarantee contracts, and derivative financial instruments.

Subsequent measurement

For purposes of subsequent measurement, financial liabilities are classified in two categories:

- Financial liabilities at fair value through profit or loss

- Financial liabilities at amortised cost (Loans and borrowings)

Financial liabilities at fair value through profit or loss

Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition as of fair value through profit or loss.

We classify financial liabilities as held for trading if they are incurred for the purpose of repurchasing in the near term. This category also includes derivative financial instruments we enter into that are not designated as hedging instruments in hedge relationships as defined by Ind AS 109. Separated embedded derivatives are also classified as held for trading unless they are designated as effective hedging instruments.

Gains or losses on liabilities held for trading are recognised in the profit or loss.

Financial liabilities designated upon initial recognition at fair value through profit or loss are designated as such at the initial date of recognition, and only if the criteria in Ind AS 109 are satisfied. For liabilities designated as FVTPL, fair value gains/losses attributable to changes in our own credit risk are recognised in OCI. These gains/losses are not subsequently transferred to profit and loss. However, we may transfer the cumulative gain or loss within equity. All other changes in fair value of such liability are recognised in the statement of profit and loss. We have not designated any financial liability as of fair value through profit or loss.

Financial liabilities at amortised cost

This is the category most relevant to us. After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. We recognise gains and losses in profit or loss when the liabilities are derecognised, as well as through the EIR amortisation process.

We calculate amortised cost by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss. This category generally applies to borrowings.

Financial guarantee contracts

Financial guarantee contracts issued by us are those contracts that require a payment to be made to reimburse the holder for a loss it incurs because the specified debtor fails to make a payment when due in accordance with the terms of a debt instrument. We recognise financial guarantee contracts initially as a liability at fair value, adjusted for transaction costs that are directly attributable to the issuance of the guarantee. Subsequently, we measure the liability at the higher of the amount of loss allowance determined as per the impairment requirements of Ind AS 109 and the amount recognised less, when appropriate, the cumulative amount of income recognised in accordance with the principles of Ind AS 115.

Derecognition

We derecognise a financial liability when the obligation under the liability is discharged, cancelled, or expires. When we replace an existing financial liability with another from the same lender on substantially different terms, or when the terms of an existing liability are substantially modified, we treat such an exchange or modification as the derecognition of the original liability and the recognition of a new liability. We recognise the difference in the respective carrying amounts in the statement of profit and loss.

Offsetting financial instruments

We offset financial assets and financial liabilities and report the net amount in the consolidated statement of assets and liabilities if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.

Inventories

We value inventories of pharmacy items and medical consumables at the lower of cost or net realisable value. We make the comparison of cost and net realisable value on an item-by-item basis. The cost of these inventories comprises all costs of purchase and other costs incurred in bringing the inventories to their present location, after adjusting for Goods and Service Tax wherever applicable, applying the first-in, first-out basis.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs to be incurred to make the sale. We make adequate provision for slow-moving, non-moving, and expired inventory, as determined necessary.

Total Income

Revenue from contracts with customers

We recognise revenue from contracts with customers as per Ind AS 115, "Revenue from Contracts with Customers," when control of the goods or services is transferred to the customer at an amount that reflects the consideration we expect to be entitled to in exchange for those goods or services. This takes into consideration defined terms of payment and excludes taxes or duties collected on behalf of the government.

Disaggregation of revenue

We disaggregate revenue into revenue from rendering hospital services, pharmacy sales, and other operating income. We believe that this disaggregation best depicts how the nature, amount, timing, and uncertainty of our revenues and cash flows are affected by industry, market, and other economic factors.

Operating Income

We recognise revenue from hospital services as and when the services are performed, unless significant future uncertainties exist. Revenue from the sale of pharmacy items is recognised when control of the goods has passed to the buyer, usually upon delivery of the goods. We assess the distinct performance obligations in the contract and measure them at an amount that reflects the consideration we expect to receive, net of Goods and Services Tax and adjusted for discounts and concessions.

Management fee from hospital management agreement with entities is recognised as and when the services are rendered as per the terms of the agreement.

Income from occupational health centre and ambulance service are recorded as and when rendered. Rental Income Rental Income is recognised on the accrual basis and over the year of tenancy.

Contract balances

Trade receivables

Unbilled revenue represents our right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the consideration is due). Please refer to our accounting policies on financial assets in section

(i) Financial instruments initial recognition and subsequent measurement.

Contract liabilities

A contract liability is our obligation to transfer goods or services to a customer for which we have received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before we transfer goods or services to the customer, we recognise a contract liability when the payment is made or the payment is due (whichever is earlier). We recognise contract liabilities as revenue when we perform under the contract.

Other income

Interest income

For all debt instruments measured at amortised cost, we record interest income using the EIR. The EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability. When calculating the effective interest rate, we estimate the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension) but do not consider the expected credit losses. We include interest income in finance income in the statement of profit and loss.

We recognise interest income on a time proportion basis, taking into account the amount outstanding and the applicable interest rate. We include interest income under the head "other income" in the statement of profit and loss.

Dividend income

We recognise dividend income when our right to receive the dividend is established by the reporting date.

Retirement and other employee benefits

In respect of companies incorporated in India

Defined contribution plan

Retirement benefits in the form of Provident Fund and Pension Fund are defined contribution schemes. We recognise contributions payable to the schemes as an expense when an employee renders the related service. We have no obligation other than the contribution payable to the fund.

Defined benefit plan gratuity

We operate a defined benefit plan for our employees for gratuity. The costs of providing benefits under this plan are determined on the basis of actuarial valuation at each year-end using the projected unit credit method.

Remeasurements, comprising actuarial gains and losses, excluding amounts included in interest on the defined benefit liability, are recognised immediately in the balance sheet with a corresponding debit or credit to retained earnings through other OCI in the year in which they occur. Remeasurements are not reclassified to the statement of profit and loss in subsequent years.

We recognise past service costs in the statement of profit or loss on the earlier of:

- The date of the plan amendment or curtailment, and

- The date that we recognise related restructuring costs

We calculate interest by applying the discount rate to the defined benefit liability. We recognise the following changes in the defined benefit obligation as an expense in the statement of profit and loss:

(i) Service costs comprising current service costs, past-service costs, gains and losses on curtailments, and non-routine settlements; and

(ii) Interest expense

Other long-term employee benefits compensated absences

Accumulated leave, which we expect to be utilised within the next 12 months, is treated as a short-term employee benefit. We measure the expected cost of such absences as the additional amount that we expect to pay as a result of the unused entitlement that has accumulated at the reporting date.

We treat accumulated leave expected to be carried forward beyond twelve months as a long-term employee benefit for measurement purposes. We provide for such long-term compensated absences based on the actuarial valuation using the projected unit credit method at the year-end. We present the entire leave as a current liability in the balance sheet, since we do not have an unconditional right to defer its settlement beyond 12 months after the reporting date.

We recognise termination benefits as a liability and an expense when we have a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. If the termination benefits fall due more than 12 months after the balance sheet date, we measure them at the present value of future cash flows using the discount rate determined by reference to market yields at the balance sheet date on government bonds.

In respect of Companies incorporated outside India

We recognise wages, salaries, bonuses, and social security contributions as an expense in the financial year in which the associated services are rendered by employees. We recognise short-term accumulating compensated absences, such as paid annual leave, when services are rendered by employees that increase their entitlement to future compensated absence. We recognise short-term non-accumulating compensated absences, such as sick leave, when the absences occur.

Taxes

Current income tax

We measure current income tax assets and liabilities at the amount we expect to recover from or pay to the taxation authorities. The tax rates and tax laws used to compute the amounts are those that are enacted or substantively enacted at the reporting date in the countries where we operate and generate taxable income. We recognise current income tax relating to items recognised outside the statement of profit and loss outside the statement of profit and loss (either in OCI or in equity). We recognise current tax items in correlation to the underlying transaction either in OCI or directly in equity.

We evaluate positions taken in the tax returns yearly with respect to situations in which applicable tax regulations are subject to interpretation and establish provisions where appropriate.

Deferred tax

We provide deferred tax using the balance sheet approach on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. We recognise deferred tax liabilities for all taxable temporary differences except:

- where a deferred tax liability arises from the initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.

- in respect of taxable temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, when the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

We recognise deferred tax assets for all deductible temporary differences, the carry forward of unused tax credits, and any unused tax losses. We recognise deferred tax assets to the extent that 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, except:

- When the deferred tax asset relating to the deductible temporary difference 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 the accounting profit nor taxable profit or loss.

- In respect of deductible temporary differences associated with investments in subsidiaries, associates, and interests in joint ventures, we recognise deferred tax assets only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

We review the carrying amount of deferred tax assets at each reporting date and reduce it to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. We re-assess unrecognised deferred tax assets at each reporting date and recognise them to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

We measure deferred tax assets and liabilities at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date.

We recognise deferred tax relating to items recognised outside the statement of profit or loss outside the statement of profit or loss (either in OCI or in equity). We recognise deferred tax items in correlation to the underlying transaction either in OCI or directly in equity.

We offset deferred tax assets and deferred tax liabilities if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred tax assets and deferred taxes relate to the same taxable entity and to the same taxation authority.

Goods and Service Tax (GST) paid on acquisition or on incurring expenses

We recognise expenses and assets net of the amount of GST paid, except in the following cases:

- when the tax incurred on a purchase of assets or services is not recoverable from the taxation authority, in which case, we recognise the tax paid as part of the cost of acquisition of the asset or as part of the expense item, as applicable.

- When receivables and payables are stated with the amount of tax included, we include the net amount of tax recoverable from, or payable to, the taxation authority as part of receivables or payables in the balance sheet.

Share based payments (ESOP)

Our employees, including senior executives and directors, receive remuneration in the form of share-based payments, whereby they render services as consideration for equity instruments (equity-settled transactions).

Equity-settled transactions

We determine the cost of equity-settled transactions by the fair value at the date when the grant is made using an appropriate valuation model. We recognise that cost, together with a corresponding increase in the share option outstanding account in equity, over the period in which the performance and/or service conditions are fulfilled, as an employee benefits expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and our best estimate of the number of equity instruments that will ultimately vest. The statement of profit and loss expense or credit for a period represents the movement in cumulative expense recognised at the beginning and end of that period and is recognised in employee benefits expense.

Service and non-market performance conditions are not taken into account when determining the grant date fair value of awards, but we assess the likelihood of the conditions being met as part of our best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value. Any other conditions attached to an award, but without an associated service requirement, are considered to be non-vesting conditions. Non-vesting conditions are reflected in the fair value of an award and lead to an immediate expensing of an award unless there are also service and/or performance conditions.

The vesting needs to be done as defined in the Grant Letter. There will be two categories of vesting rights:

- Time options: These will vest on a time basis subject to meeting the terms and conditions mentioned in the Employment Letter.

- Performance options: The performance options will vest upon achievement of the performance figures as per the budget approved by the board for the previous year of the company. If the performance figures are not achieved, there will be no grant under this for that year. However, there will be a catch-up year of one year wherein if the shortfall of the previous year is made up, then the options will vest for the previous year.

We do not recognise an expense for awards that do not ultimately vest because non-market performance and/or service conditions have not been met. Where awards include a market or non-vesting condition, we treat the transactions as vested irrespective of whether the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions are satisfied.

If the amount of the liability recognised on the date of modification is greater than the amount previously recognised as an increase in equity, we follow the accounting policy to recognise such excess as an expense in the statement of profit or loss at the date of modification.

The dilutive effect of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

Provisions

We recognise provisions when we have a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. Where we expect some or all of a provision to be reimbursed, for example under an insurance contract, we recognise the reimbursement as a separate asset but only when the reimbursement is virtually certain. We present the expense relating to any provision in the statement of profit or loss net of any reimbursement.

If the effect of the time value of money is material, we discount provisions using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, we recognise the increase in the provision due to the passage of time as a finance cost. We review these estimates at each reporting date and adjust them to reflect the current best estimates.

Onerous Contract

We consider a contract to be onerous when the expected economic benefits to be derived from the contract are lower than the unavoidable cost of meeting our obligations under the contract. We measure the provision for an onerous contract at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before making such a provision, we recognise any impairment loss on the assets associated with that contract.

Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond our control, or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. We do not recognise a contingent liability but disclose its existence in our consolidated financial information unless the possibility of an outflow of resources embodying economic benefits is remote.

We review contingent liabilities and commitments at each balance sheet date.

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