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Nephrocare Health Services Ltd Management Discussions

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Nephrocare Health Services Ltd Share Price Management Discussions

This Draft Red Herring Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and uncertainties. Our actual results could differ from those anticipated in these forward-looking statements as a result of certain factors, including the considerations described below and elsewhere in this Draft Red Herring Prospectus. For further information, see "Forward-Looking Statements" on page 41. Unless otherwise indicated, the financial information included herein is based on our Restated Consolidated

Financial Information included in this Draft Red Herring Prospectus. For further information, see "Restated Consolidated Financial Information" on page 377.

Our Companys financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular Fiscal are to the 12 months ended March 31 of that year. Unless otherwise stated or the context otherwise requires, the financial information for Fiscal 2025, 2024 and 2023 included in this section has been derived from our Restated Consolidated Financial Information included in this Draft Red Herring Prospectus. For further information, see "Restated Consolidated Financial Information" on page 377.

Unless otherwise indicated, industry and market data used in this section has been derived from industry publications, in particular, the report titled "Independent Market Research (IMR) on Dialysis Services Market in Select Countries" dated July, 2025 (the "F&S Report"), exclusively prepared and issued by Frost & Sullivan

(India) Private Limited who were appointed pursuant to an engagement letter dated March 19, 2025, and exclusively commissioned by and paid for by our Company in connection with the Offer. The data included herein includes excerpts from the F&S Report and may have been re-ordered by us for the purposes of presentation. The F&S Report will form part of the material documents for inspection and a copy of the F&S Report is available on the website of our Company at https://nephroplus.com/investors. Unless otherwise indicated, or unless the context otherwise requires, financial, operational, industry and other related information derived from the F&S Report and included herein with respect to any particular year refers to such information for the relevant calendar year.

For more information, see "Risk Factors Certain sections of this Draft Red Herring Prospectus disclose information from the F&S Report which is a paid report 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 81. Also see, "Certain Conventions, Use of Financial Information, Industry and Market Data and Currency of Presentation Industry and Market Data" on page 40.

OVERVIEW

For further information, see "Our Business" on page 269.

PRESENTATION OF FINANCIAL INFORMATION

The restated consolidated financial information comprises the restated consolidated statement of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity, and the restated consolidated statement of cash flows for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, the material accounting policies and other explanatory information (collectively, the "Restated Consolidated Financial Information").

The Restated Consolidated Financial Information have been compiled by the management from the audited consolidated financial statements of our Company as at and for the years ended March 31, 2025, March 31, 2024 and March 31, 2023 prepared in accordance with Indian Accounting Standards ("Ind AS") as specified under

Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved by our Board of Directors at their meetings held on July 21, 2025, September 5, 2024 and September 29, 2023, respectively.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Expansion of our clinic network and treatment volumes

Our revenue from operations are dependent on our ability to effectively expand our clinic network and increase our treatment volumes across both new and existing clinics. We are the only Indian dialysis services provider that has scaled internationally (Source: F&S Report) with a global network of 490 clinics, with 43 clinics internationally across the Philippines, Uzbekistan and Nepal, as of March 31, 2025. We are the most widely distributed dialysis network in India with an extensive pan-India network of clinics across 269 cities (Source: F&S Report) and 21 States and four Union Territories and in particular 76.73% of our clinics spread across tier II and tier III cities and towns, as of March 31, 2025. Our presence spans the North, West, South, and East regions of India, along with international operations in Nepal, Philippines and Uzbekistan. The following table set forth certain details of our region wise number of clinics as of March 31, 2025:

Particulars Number of Clinics (As of March 31, 2025)
India 447
North 76
East 76
West 78
South 217
International* 43

*Out of 43 clinics, 34 are located in Philippines and four in Uzbekistan. Additionally, five clinics are located in Nepal.

Additionally, our ability to serve a growing patient base and perform a higher volume of treatments, such as haemodialysis, hemodiafiltration, continuous renal replacement therapy, plasmapheresis, and the sale of dialysis-related pharmacy products, directly impacts our revenue from operations.

The table below sets out our total number of clinics, patients served, total treatments performed and our revenue from operations for the years indicated:

Particulars As of / For the Year Ended March 31, As of / For the Year Ended March 31, As of / For the Year Ended March 31,
2025 2024 2023
Clinics 490 436 316
Number of Patients(1) 33,076 28,947 22,890
Treatments (million)(2) 3.30 2.67 2.29
Revenue from operations ( million) 7,558.12 5,661.55 4,372.95

Note:

(1) Patients are defined as total number of patients who received at least one dialysis treatment during the reporting year. (2) Treatments are defined as total number of dialysis treatments performed across the network during the reporting year.

Through the gradual expansion of our network over the years, we have been able to grow our revenue from operations by serving patients in regions where we did not previously have a presence, as well as increasing our patient reach in existing regions. We intend to continue to explore expansion opportunities in India to expand our geographic footprint and deepen patient reach.

The increase in count of clinics and incremental treatment volumes is supported by our brand equity, patient satisfaction, referral base, and the effectiveness of our marketing and engagement programmes. The quality of care delivered at our clinics continues to contribute to new patient acquisition, both at existing and newly launched clinics.

Given the chronic nature of kidney disease, our services generate recurring revenue from ongoing treatments administered to the same set of patients. However, sustained growth also depends on our ability to attract new patients and increase awareness and acceptance of our services. To this end, we invest in advertising, brand-building, and community engagement through multiple channels. In addition to structured marketing initiatives, word-of-mouth referrals play a critical role in patient inflow. We have dedicated and expect to continue to allocate significant resources to patient engagement and marketing activities. We remain committed to allocating significant resources toward marketing, patient engagement, and operational excellence. While these investments are essential for growth, we continuously evaluate their impact on margins and overall financial sustainability.

International expansion through strategic acquisitions

We intend to continue to selectively pursue strategic acquisitions and investments in the Philippines and Uzbekistan and other key markets that we expect these to be complementary to our growth strategies, particularly those that can help us improve our offerings, further strengthen our network, expand our geographic coverage and grow our patient base. When evaluating potential locations for new clinics, we consider specific criteria such as population size, competition including demographic analysis, patient footfall estimates, infrastructure readiness, commercial viability and proximity to existing clinics. We also pursue strategic acquisitions that complement our operations and strengthen our service capabilities. In international markets, we strive to leverage our operating expertise and India-based support systems to replicate our model in geographies with high growth potential. Integrating acquired companies successfully and realizing anticipated benefits involves several challenges. These include delays in transfer of clinics, time-consuming integration activities, or outstanding tax obligations and unexpected difficulties. In addition, the inability to achieve anticipated operating synergies, diversion of management attention, unforeseen liabilities, and integration costs could also impact our ability to successfully integrate such acquisitions.

Additionally, target businesses may have undiscovered liabilities or adverse operating issues that we may not discover as part of our diligence process. Prior owners non-compliance with laws or contractual obligations may also result in financial loss or reputational harm. Towards this, we intend to continue to evaluate potential acquisitions in order to achieve anticipated benefits and avoid incurring excess costs. The successful and timely integration of such acquisitions will enable us to capture relevant synergies from team and operations and from a profitability perspective. We will seek to integrate such acquired businesses into our current operations in a manner that maximizes such synergies.

Asset-light operating model

We operate a scalable and capital-efficient model that supports high patient volumes, enables us to serve a large and diverse patient base, and delivers strong unit economics. As of March 31, 2025, all of our clinics were either located within hospital premises under rent-free arrangements or leased, with upfront capital expenditure largely limited to the installation of medical equipment and basic infrastructure. This asset-light approach facilitates rapid deployment and expansion, with most clinics achieving operational breakeven within three to four months of launch. Standardised clinical and operational protocols across our network ensure consistent service delivery and support uniform scalability. This model allows us to serve a large and diverse patient base while maintaining cost discipline and operational agility.

However, the asset-light strategy also presents certain risks. Our reliance on leased or hospital-based premises may expose us to variability in lease terms, renewal uncertainties, and potential limitations on long-term control over clinic infrastructure. Additionally, while rapid expansion is a strategic advantage, it requires robust operational oversight to maintain quality standards and manage integration challenges across geographies.

We continue to monitor these risks closely and invest in systems, processes, and governance frameworks to ensure sustainable growth and consistent patient outcomes across our expanding network.

Expenses relating to costs of dialysis consumables

Dialysis consumables represent a significant component of our operating expenses. These include essential items such as dialysers, blood tubing, acid/bicarbonate solutions, AVF needles, saline, and medications, which are critical to the delivery of high-quality renal care.

The table below sets forth details of our cost of materials consumed including as a percentage of our revenue from operations for the years indicated:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
( million, except for percentages)
Costs of materials consumed 1,941.40 1,686.14 1,425.13
Costs of materials consumed as percentage of 25.69% 29.78% 32.59%
revenue from operations

The cost of these consumables is influenced by multiple factors, including supplier pricing, competitive dynamics, government policies (such as GST, customs duties, and regulatory price controls), and fluctuations in procurement volumes.

To manage these expenses effectively, we operate a centralised procurement function that negotiates supply contracts with a diversified mix of Indian and multinational manufacturers. For international operations, sourcing is managed independently through local supply chain teams, including both imports and local procurement. This approach enables us to leverage economies of scale and maintain consistency in supply quality. All procurement is governed by a standardised requisition and approval process, supported by our internal technology systems.

Purchase orders are issued based on real-time inventory consumption, clinic-level demand, and supplier terms, which may include minimum order quantities.

However, any adverse, unforeseen or unanticipated changes in these variables beyond our control may have a significant impact our cost structure and margins.

Expenses related to hospital fees and healthcare professionals fees

We generate our income from dialysis and related services from our captive, public private partnership and standalone clinics. The table below sets forth details of our revenues from the three models for the years indicated:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Captive clinics ( million) 3,272.44 2,941.90 2,721.23
Public Private Partnership Clinics ( million) 2,465.63 1,655.57 979.27
Standalone clinics ( million) 1,745.37 798.04 444.75
Total ( million) 7,483.44 5,395.51 4,145.25

Under these clinic arrangements, our key cost drivers are (i) hospital fees and (ii) healthcare professional fees.

Hospital fees

In our asset-light model, a large number of our clinics are established within existing hospital premises, referred to as captive setups. In these arrangements, we typically operate on a revenue-sharing model, where the hospital partner provides space, utilities, and access to captive patient flow. In return, a pre-agreed percentage of the revenue generated from that clinic is shared with the hospital. This model allows us to enter high-potential locations with minimal capital outlay while aligning interests with the hospitals ecosystem. These costs vary based on geography, patient volumes, and negotiated commercial terms, and represent a material expense line item in our cost structure.

Healthcare professionals fees

Most of our doctors are not employed full-time but are engaged under two primary models:

Consultancy agreements: our doctors are retained on a fixed fee and/or revenue share based on the performance of the clinic; and

On-call arrangements: our doctors are compensated per patient interaction or treatment, based on pre-agreed rates.

In addition, we incur joint service payments to doctors who refer patients to our clinics and continue to provide clinical oversight during the course of dialysis. These arrangements ensure continuity of care and strengthen our referral ecosystem. All such payments to referring doctors are also recorded under healthcare professional fees in our Restated Consolidated Financial Information.

The table below sets out our expenses related to hospital fees, in both absolute terms and as a percentage of revenue from operations for the years indicated:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
( million, except for percentages)
Hospital fees 677.35 559.25 478.52
Hospital fees as a percentage of revenue from operations 8.96% 9.88% 10.94%

The table below sets out our expenses related to healthcare professional fees, in both absolute terms and as a percentage of revenue from operations for the years indicated:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
( million, except for percentages)
Healthcare professional fees 903.64 593.19 310.50
Healthcare professional fees as a percentage of revenue from operations 11.96% 10.48% 7.10%

NON-GAAP MEASURES

EBITDA (excluding other income), EBITDA (excluding other income) Margin (%), PAT Margin (%), Net Debt, Net Debt / EBITDA (excluding other income), Net cash flow generated from operating activities / EBITDA (excluding other income), Return on Adjusted Capital Employed (%), Return on Equity (%), Net Worth, Return on Net Worth (%) and Net Asset Value per Equity Share (together, "Non-GAAP Measures"), presented in this Draft Red Herring Prospectus are supplemental measures of our performance and liquidity that are not required by, or presented in accordance with, Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP and should not be considered in isolation or construed as an alternative to cash flows, profit for the years or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP, IFRS, U.S. GAAP or any other GAAP. In addition, these Non-GAAP Measures are not standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure. Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting standards, our Companys management believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a companys operating performance. For further information, see "Risk Factors Certain non-GAAP financial measures and certain other statistical information relating to our operations and financial performance like EBITDA (excluding other income), EBITDA (excluding other income) Margin (%), PAT Margin (%), Net Debt, Net Debt / EBITDA (excluding other income), Net cash flow generated from operating activities / EBITDA (excluding other income), Return on Adjusted Capital Employed (%), Return on Equity (%), Net Worth, Return on Net Worth (%) and Net Asset Value per Equity Share have been included in this Draft Red Herring Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable." on page 81.

Reconciliation of Non-GAAP measures

Reconciliation of EBITDA (excluding other income) and EBITDA (excluding other income) Margin (%)

The table below reconciles profit/(loss) for the year to EBITDA (excluding other income). EBITDA (excluding other income) is calculated as profit/(loss) for the year, plus total tax expense /(benefit), finance costs and depreciation and amortization expenses, less other income. EBITDA (excluding other income) Margin (%) is calculated as EBITDA (excluding other income) divided by revenue from operations.

Particulars Fiscal
2025 2024 2023
( million, unless otherwise stated)
Profit/(loss) for the year (A) 670.96 351.33 (117.89)
Total tax expense/(benefit) (B) 203.41 (19.72) 31.98
Finance costs (C) 208.34 201.79 162.71
Depreciation of property, plant and equipment (D) 586.11 465.73 401.32
Depreciation on right-of-use of assets (E) 110.48 71.37 62.96
Amortisation of other intangible assets (F) 28.10 11.75 4.51
Other income (G) 141.03 85.67 59.64
EBITDA (excluding other income) (H 1,666.37 996.58 485.95
=A+B+C+D+E+F-G)
Revenue from operations (I) 7,558.12 5,661.55 4,372.95
EBITDA (excluding other income) Margin (%) (H/I) 22.05% 17.60% 11.11%

Reconciliation of PAT Margin (%)

PAT Margin (%) is calculated as profit / (loss) for the year divided by revenue from operations.

Particulars Fiscal
2025 2024 2023
( million, unless otherwise stated)
Profit/(loss) for the year (A) 670.96 351.33 (117.89)
Revenue from operations (B) 7,558.12 5,661.55 4,372.95
PAT Margin (%) (A/B) 8.88% 6.21% (2.70)%

Reconciliation of Net Debt and Net Debt / EBITDA (excluding other income)

Net debt / EBITDA (excluding other income) is calculated as Net debt divided by EBITDA (excluding other income). Net debt is calculated as the sum of our borrowings (current and non-current), less the sum of cash and cash equivalents and other bank balances (excluding amount under lien / margin money).

Particulars Fiscal
2025 2024 2023
( million, unless otherwise stated)
Non Current Borrowings (A) 959.98 1,232.44 814.82
Current Borrowings (B) 1,298.04 1,201.21 1,147.26
Cash and cash equivalents (C) 1,258.17 611.51 140.60
Bank balances other than cash and cash equivalents (D) 295.70 0.22 1.39
Bank balances other than cash and cash equivalents under lien/ margin money (E) (269.91) (0.22) (10.11)
Net Debt (F = A+B-C-D-E) 974.06 1,822.14 1,830.20
EBITDA (excluding other income) (G) 1,666.37 996.58 485.95
Net Debt/ EBITDA (excluding other income) (F/G) 0.58 1.83 3.77

Reconciliation of Net cash flow generated from operating activities / EBITDA (excluding other income)

Net cash flow generated from operating activities to EBITDA (excluding other income) is computed by dividing Net cash flow generated from operating activities by EBITDA (excluding other income).

Particulars Fiscal
2025 2024 2023
( million, unless otherwise stated)
Net cash flow generated from operating activities 1,353.47 722.80 112.69
EBITDA (Excluding other income) 1,666.37 996.58 485.95
Net cash flow generated from operating activities / EBITDA (Excluding other income) 81.22% 72.53% 23.19%

Reconciliation of Return on Adjusted Capital Employed (%)

Return on Adjusted Capital Employed (%) is calculated as the EBIT (earnings before interest, taxes) divided by average adjusted capital employed. Average adjusted capital employed is calculated as the average of the adjusted capital employed at the beginning and end of the financial year, whereas adjusted capital employed is defined as the sum of total assets less current liabilities, current investments, cash and cash equivalents, bank balances other than cash and cash equivalents, Non current and current fixed deposits (excluding amount under lien / margin money). EBIT is computed as profit/(loss) before tax plus finance costs less other income.

Particulars Fiscal
2025 2024 2023
( million, unless otherwise stated)
Profit/(loss) before tax (A) 874.37 331.61 (85.91)
Finance costs (B) 208.34 201.79 162.71

 

Particulars Fiscal
2025 2024 2023
( million, unless otherwise stated)
Other income (C) 141.03 85.67 59.64
EBIT (D = A+B-C) 941.68 447.73 17.16
Total assets (E) 9,964.60 8,060.17 6,662.30
Total current liabilities (F) 2,838.85 2,425.85 1,746.13
Current investments (G) 507.55 - -
Cash and cash equivalents (H) 1,258.17 611.51 140.60
Bank balances other that cash and cash equivalents (I) 295.70 0.22 1.39
Other financial asset (non-current) - fixed deposits with bank (J) 141.02 160.95 347.93
Other financial asset (current) - fixed deposits with bank (K) 284.56 828.53 1,141.40
Excluding amount under lien / margin money (L) (599.25) (818.76) (821.84)
Adjusted Capital Employed (M=E-F-G-H-I-J- K-L) 5,237.90 4,851.87 4,106.69
Average Adjusted Capital Employed (N) 5,044.88 4,479.28 3,927.56
Return on Adjusted Capital Employed (%) (O = D/N 18.67% 10.00% 0.44%

Reconciliation of Return on Equity (%)

Return on Equity (%) is calculated by dividing profit/(loss) for the year by average total equity of the current year and the immediately preceding year.

Particulars Fiscal
2025 2024 2023
( million, unless otherwise stated)
Profit/(loss) for the year (A) 670.96 351.33 (117.89)
Average total equity (B= (C+D)/2) 4,989.11 4,011.70 3,923.13
Total equity:
Opening (C) 4,137.09 3,886.31 3,959.95
Closing (D) 5,841.13 4,137.09 3,886.31
Return on Equity (%) (A/B) 13.45% 8.76% (3.00)%

Reconciliation of Net worth

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 profit and loss account, 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 as of March 31, 2025, 2024 and 2023.

Particulars Fiscal
2025 2024 2023
( million, unless otherwise stated)
Equity share capital 17.65 17.49 17.40
Instruments entirely equity in nature 36.65 33.95 33.95
Share application money pending allotment 0.02 - -
Securities premium 6,065.76 5,086.98 5,059.91
Employee stock option reserve 125.59 63.78 81.22
General reserve 2.48 2.48 2.48
Retained earnings (306.10) (969.16) (1,347.65)
Net Worth 5,942.05 4,235.52 3,847.31

Reconciliation of Return on Net worth (%)

Return on Net worth (%) is calculated by dividing profit/(loss) for the year by average net worth of the current year and the immediately preceding year.

Particulars Fiscal
2025 2024 2023
( million, unless otherwise stated)
Profit/(loss) for the year (A) 670.96 351.33 (117.89)
Average Net worth (B= (C+D)/2) 5,088.79 4,041.42 3,905.66
Net worth
- Opening (C) 4,235.52 3,847.31 3,964.01
- Closing (D) 5,942.05 4,235.52 3,847.31
Return on Net worth (%) (A/B) 13.19% 8.69% (3.02)%

Reconciliation of Net Asset Value per Equity share

Net asset value per Equity Share (in ) is computed as Average Total Equity as per the Restated Consolidated

Financial Information divided by Weighted average number of equity shares during the year for dilutive earnings per share.

Particulars Fiscal
2025 2024 2023
Average total equity ( million) 4,989.11 4,011.70 3,923.13
Weighted average number of equity shares during the year for dilutive earnings per share 83,760,048 79,914,864 79,683,713
Net Asset Value per Equity share 59.56 50.20 49.23

MATERIAL ACCOUNTING POLICIES

The Restated Consolidated Financial Information have been prepared using the accounting policies and measurement basis summarized below:

Current versus non-current classification

The Group presents assets and liabilities in the balance sheet based on current/ non-current classification.

An asset is classified as current when it is:

Expected to be realised or intended to sold or consumed in normal operating cycle Held primarily for the purpose of trading Expected to be realised within twelve months after the reporting period, or

Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period.

All other assets are classified as non-current.

A liability is classified as current when:

It is expected to be settled in normal operating cycle It is held primarily for the purpose of trading

It is due to be settled within twelve months after the reporting period, or

There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.

All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Foreign currency

(i) Foreign currency transactions and balances

Foreign currency transactions are recorded in the functional currency, by applying to the exchange rate between the functional currency and the foreign currency at the date of the transaction.

Foreign currency monetary items are converted to functional currency using the closing rate. Non-monetary items denominated in a foreign currency which are carried at historical cost are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value, or any other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

Exchange differences arising on monetary items on settlement, or restatement as at reporting date, at rates different from those at which they were initially recorded, are recognized in the statement of profit and loss in the year in which they arise.

(ii) Foreign operations

The assets and liabilities of foreign operations (subsidiaries), including goodwill and fair value adjustments arising on acquisition, are translated into INR at the exchange rates at the reporting date. The income and expenses of foreign operations are translated into INR at the exchange rates at the dates of the transactions or an average rate if the average rate approximates the actual rate at the date of the transaction.

Foreign currency differences are recognised in OCI and accumulated in the equity (as exchange differences on translating the financial statements of a foreign operation), except to the extent that the exchange differences are allocated to NCI.

When a foreign operation is disposed of in its entirety or partially such that control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. If the Group disposes of part of its interest in a subsidiary but retains control, then the relevant proportion of the cumulative amount is reallocated to NCI.

Revenue recognition

The Group derives income by providing dialysis treatments to patients. Revenue from these services is recognised when the dialysis treatment of patient is completed.

Revenue is recognized on satisfaction of performance obligation upon transfer of control of promised products or services to customers for an amount that reflects the consideration the Group expects to receive in exchange for those products or services. Revenue is measured based on the transaction price, which is the fixed consideration adjusted for components of variable consideration, principal versus agents considerations, any other rights and obligations as specified in the contracts entered with third party hospitals.

In determining the transaction price, the Group considers the effects of variable consideration, the existence of significant financing components, non-cash consideration, and consideration payable to the customer (if any). Revenue is recognised at the point in time for the dialysis services when the related services are rendered at the transaction price.

Other Operating Income, including revenue from the sale of pharmacy products and scrap, is recognized at the point in time when the performance obligation is satisfied at a point in time. The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer contractually exceeds one year as on the date of sale of such goods or service. As a consequence, it does not require to adjust any of the transaction prices for the time value of money.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalized during the period of time that is necessary to complete and prepare the asset for its intended use or sale. A qualifying asset is one that necessarily takes substantial period of time to get ready for its intended use. All other borrowing costs are charged to the Statement of Profit and Loss as incurred.

Property, plant and equipment (PPE)

Recognition and initial measurement

As on the date of transition to Ind-AS, the Group had availed one time transition exemption regarding the carrying cost of property, plant and equipment (PPE), pursuant thereto the carrying cost as at 01 April 2019 reported under the previous GAAP were considered as deemed cost for reporting under Ind-AS

Property, plant and equipment are stated at their cost of acquisition. The cost comprises purchase price, borrowing cost if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any trade discount and rebates are deducted in arriving at the purchase price.

Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repair and maintenance costs are recognised in statement of profit or loss as incurred.

Subsequent measurement (depreciation and useful lives)

Depreciation on property, plant and equipment is provided on the straight-line method, computed on the basis of useful lives as estimated by management basis its technical evaluation. Following is the useful life estimated by management:

Description Estimated Useful life (in years) by Management Useful life (in years) under Schedule II
Plant and equipment Medical 7-11 7
Plant and equipment - Others 10 10
Furniture and fixtures 10 10
Office equipment 5 5
Vehicles 8 8
Computers 3 3
Buildings 30 30
Leasehold improvements Lower of lease term or useful life -

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

Depreciation

Depreciation on the addition/disposals is charged on pro-rata basis from/until the date of such addition/disposal.

De-recognition

An item of property, plant and equipment and any significant part initially recognised is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition 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 derecognised.

Capital work-in-progress

Cost of assets not ready for intended use, as on the balance sheet date, is shown as capital work-in-progress. Advances given towards acquisition of fixed assets outstanding at each balance sheet date are disclosed as other non-current assets. .

Intangible assets

Recognition and initial measurement

Intangible assets are stated at their cost of acquisition. The cost comprises purchase price, borrowing cost if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. The intangible assets arising from business combination consists of brands, non-compete, patient relationship and nephrologist relationship with useful life of 5 years, 5 years, 3 years, and 10 years respectively.

Subsequent measurement (amortisation)

The cost of capitalized software is amortized over a period of up to 6 years, on a straight-line basis. Amortisation on the addition/disposals is charged on pro-rata basis from/until the date of such addition/disposal.

Leases

The Group assess at the contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

At inception or on reassessment of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices. However, for the leases where the stand-alone prices of lease and non-lease components is not determinable, the Group has elected not to separate non-lease components and account for the lease and non-lease components as a single lease component.

The Group pays "Hospital fees" to the hospital for services like leasing out the rental premises, nephrologist services and other common facilities. These include both lease and non-lease components where the standalone prices of non-lease components are not determinable, hence, the entire expense is considered as a single lease component.

Group as a lessee

Right-of-use assets:

The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain ownership of the leased asset at the end of the lease term, the recognised right-of-use assets are depreciated on a straight-line basis over the shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment.

Lease liabilities:

At the commencement of the lease, the Group recognizes lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.

In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

Short term leases and leases of low-value assets:

The Group applies the short-term lease recognition exemption to its short-term leases of premises/equipments (i.e., those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases of premises/equipments.

Impairment of non-financial assets

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired, based on internal or external factors. If any such indication exists, the Group estimates the recoverable amount of the asset or the cash generating unit. If such recoverable amount of the asset or cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the statement of profit and loss. If, at the reporting date there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed, and the asset is reflected at the recoverable amount. Impairment losses previously recognized are accordingly reversed in the statement of profit and loss. An impairment loss in respect of goodwill is not subsequently reversed.

Financial instruments

Financial assets

Initial recognition and measurement

Trade receivables issued are initially recognised when they are originated. All other financial assets and financial liabilities are initially recognised when the Group becomes a party to the contractual provisions of the instrument. A financial asset (unless it is a trade receivable without a significant financing component) or financial liability is initially measured at fair value plus or minus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. A trade receivable without a significant financing component is initially measured at the transaction price.

The financial asset is classified as measured at:

amortised cost;

fair value through other comprehensive income (FVOCI) equity instrument; or fair value through profit and loss (FCTPL)

Subsequent measurement

Debt instruments at amortised cost A ‘debt instrument is measured at the amortised cost if both the following conditions are met:

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

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

After initial measurement, such financial assets are subsequently measured at amortised cost using the effective interest rate (EIR) method.

Equity investments All equity investments in scope of Ind-AS 109 are measured at fair value. Equity instruments which are held for trading are generally classified at fair value through profit and loss (FVTPL). For all other equity instruments, the Group decides to classify the same either as at fair value through other comprehensive income (FVOCI) or fair value through profit and loss (FVTPL). The Group makes such election on an instrument-by-instrument basis. The classification is made on initial recognition and is irrevocable.

De-recognition of financial assets

A financial asset is primarily de-recognised when the contractual rights to receive cash flows from the asset have expired or the Group has transferred its rights to receive the contractual cash flows from the asset.

Other income - Interest income

Interest income is recognized on time proportion basis taking into account the amount outstanding and rate applicable. For all debt instruments measured at amortised cost, interest income is recorded using the effective interest rate (EIR) method.

The ‘effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument to:

the gross carrying amount of the financial asset; or the amortised cost of the financial liability.

Financial liabilities

Initial recognition and measurement

All financial liabilities are recognised initially at fair value and transaction cost that is attributable to the acquisition of the financial liabilities is also adjusted. These liabilities are classified as amortised cost.

Subsequent measurement

These liabilities include borrowings, trade payables, deposits etc. Subsequent to initial recognition, these liabilities are measured at amortised cost using the effective interest method.

De-recognition of financial liabilities

A financial liability is de-recognised when the contractual obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the de-recognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

Offsetting of financial instruments

Financial assets and financial liabilities are off-set, and the net amount is reported in the balance sheet 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.

Impairment of financial assets

In accordance with Ind-AS 109, the Group applies expected credit loss (ECL) model for measurement and recognition of impairment loss for financial assets.

ECL is the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive. When estimating the cash flows, the Group is required to consider-

All contractual terms of the financial assets (including prepayment and extension) over the expected life of the assets.

Cash flows from the sale of collateral held or other credit enhancements that are integral to the contractual terms.

The Group considers a financial asset to be in default when:

the debtor is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or

the financial asset is past due.

Expected credit losses are recognized for all financial assets subsequent to initial recognition other than financials assets in FVTPL category. For financial assets other than trade receivables, as per Ind AS 109, the Company recognises 12 month expected credit losses for all originated or acquired financial assets if at the reporting date the credit risk of the financial asset has not increased significantly since its initial recognition. The expected credit losses are measured as lifetime expected credit losses if the credit risk on financial asset increases significantly since its initial recognition.

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the Group determines that the debtor does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write-off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the Groups procedures for recovery of amounts due.

Inventories

Inventories comprising of medical consumables are valued at cost and include purchase price and other direct expenses incurred to bring inventories to its present condition and location. Inventories are measured at the lower of cost and net realisable value. Cost of inventories is determined using the weighted average method. Cost includes purchase price excluding taxes those are subsequently recoverable by the Group from the concerned authorities, freight inwards and other expenditure incurred in bringing such inventories to their present location.

The carrying cost of medical consumables are appropriately written down when there is a decline in replacement cost of such materials which are expected to be sold below cost.

Income taxes

Tax expense recognized in statement of profit or loss comprises the sum of deferred tax and current tax except the ones recognized in other comprehensive income or directly in equity.

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted at the reporting date. Current income tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity). Current tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

Deferred tax is provided using the liability method on temporary differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at the reporting date. Deferred tax assets are recognized to the extent that it is probable that the underlying tax loss or deductible temporary difference will be utilized against future taxable income. This is assessed based on the Groups forecast of future operating results, adjusted for significant non-taxable income and expenses and specific limits on the use of any unused tax loss or credit.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced 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. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured 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. Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss (either in other comprehensive income or in equity).

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

Cash flow statement

Cash flows are reported using the indirect method, whereby net profit / (loss) before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from regular revenue generating (operating activities), investing and financing activities of the Group are segregated.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand, demand deposits, other short-term highly liquid investments (original maturity of three months or less) that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

Post-employment, long-term and short-term employee benefits

Short-term employee benefits

Short-term employee benefits comprise of employee costs such as salaries, bonus etc. is recognized on the basis of the amount paid or payable for the period during which services are rendered by the employee.

Defined contribution plan

The Groups contribution to provident fund and employee state insurance schemes is charged to the statement of profit and loss. The Groups contributions towards Provident Fund are deposited with the Regional Provident

Fund Commissioner under a defined contribution plan.

Defined benefit plan

The Group has gratuity as defined benefit plan where the amount that an employee will receive on retirement is defined by reference to the employees length of service and final salary. The liability recognised in the balance sheet for defined benefit plans is the present value of the defined benefit obligation (DBO) at the reporting date net of fair value of plan assets, if any. Management estimates the DBO annually with the assistance of independent actuaries, by adopting the projected unit credit method. Actuarial gains and losses resulting from re-measurements of the liability are included in other comprehensive income.

Other long-term employee benefits

The Group also provides benefit of compensated absences to its employees which are in the nature of long -term benefit plan. Liability in respect of compensated absences becoming due and expected to be availed more than one year after the balance sheet date is estimated on the basis of an actuarial valuation performed by an independent actuary using the projected unit credit method as on the reporting date. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are recorded in the statement of profit and loss in the year in which such gains or losses arise.

Share based payments

Certain employees of the Group are entitled to remuneration in the form of equity settled instruments, for rendering services over a defined vesting period. Equity instruments granted are measured by reference to the fair value of the instrument at the date of grant. The fair value determined at the grant date is expensed over the vesting period of the respective tranches of such grants. The stock compensation expense is determined based on the

Groups estimate of equity instruments that will eventually vest using fair value in accordance with Ind AS 102, Share based payments.

The employee benefits expense is measured using the fair value of the employee stock options and is recognised over vesting period with a corresponding increase in equity. The vesting period is the period over which all the specified vesting conditions are to be satisfied.

Business combinations

The Group accounts for its business combinations under acquisition method of accounting. Acquisition related costs are recognised in the Restated Consolidated Statement of Profit and Loss as incurred. The acquirees identifiable assets, liabilities and contingent liabilities that meet the condition for recognition are recognised at their fair values at the acquisition date. Purchase consideration paid in excess of the fair value of net assets acquired is recognised as goodwill. Where the fair value of identifiable assets and liabilities exceed the cost of acquisition, after reassessing the fair values of the net assets and contingent liabilities, the excess is recognised as capital reserve. Goodwill is tested for impairment annually.

The interest of non-controlling shareholders is initially measured either al fair value of the non-controlling interests proportionate share of the acquirees identifiable net assets. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests share of subsequent changes in equity of subsidiaries.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the business combination occurs, the Group reports in its financial statements provisional amounts for the items for which the accounting is incomplete. During the measurement period, the Group retrospectively adjusts the provisional amounts recognised at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date and, if known, would have affected the measurement of the amounts recognised as of that date.

During the measurement period, the Group also recognises additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date and, if known, would have resulted in the recognition of those assets and liabilities as of that date.

The measurement period ends as soon as the Group receives the information it was seeking about facts and circumstances that existed as of the acquisition date or learns that more information is not obtainable but does not exceed one year from the acquisition date.

Provisions, contingent liabilities and contingent assets

Provisions are recognized only when there is a present obligation, as a result of past events, and when a reliable estimate of the amount of obligation can be made at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates. Provisions are discounted to their present values, where the time value of money is material.

Contingent liability is disclosed for:

Possible obligations which will be confirmed only by future events not wholly within the control of the Group; or

Present obligations arising from past events where it is not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount of the obligation cannot be made.

Contingent assets are neither recognized nor disclosed. However, when realization of income is virtually certain, related asset is recognized.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to chief operating decision maker (CODM). The Managing Director is the Company CODM within the meaning of Ind AS 108.

Earnings per equity share

Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period is adjusted for events including a bonus issue.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

Events after reporting date

Where events occurring after the balance sheet date provide evidence of conditions that existed at the end of the reporting period, the impact of such events is adjusted within the standalone financial statements. Otherwise, events after the balance sheet date of material size or nature are only disclosed.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group.

Recognition of deferred tax assets The extent to which deferred tax assets can be recognized is based on an assessment of the probability of the Groups future taxable income against which the deferred tax assets can be utilized. In addition, significant judgement is required in assessing the impact of any legal or economic limits or uncertainties.

Evaluation of indicators for impairment of assets: The evaluation of applicability of indicators of impairment of assets requires assessment of several external and internal factors which could result in deterioration of recoverable amount of the assets.

Recoverability of advances/receivables: At each balance sheet date, based on historical default rates observed over expected life, the management assesses the expected credit loss on outstanding receivables and advances.

Useful lives of depreciable/amortisable assets: Management reviews its estimate of the useful lives of depreciable/amortisable assets at each reporting date, based on the expected utility of the assets. Uncertainties in these estimates relate to technical and economic obsolescence that may change the utility of certain software, customer relationships, IT equipment and other plant and equipment.

Measurement of Defined benefit obligation (DBO): Managements estimate of the DBO is based on a number of critical underlying assumptions such as standard rates of inflation, mortality, discount rate and anticipation of future salary increases. Variation in these assumptions may significantly impact the DBO amount and the annual defined benefit expenses.

Impairment of Goodwill: The Group assesses impairment of goodwill which are recorded at the time of business combination. At the time when there are any indicators that such investments have suffered a loss, if any, is recognised in the statement of profit and loss. The recoverable amount requires estimates of operating margin, discount rate, future growth, terminal value, etc., based on managements best estimate.

Loss allowance of trade receivables

In calculating expected credit loss, the Group uses simplified approach for making provision of expected credit losses on trade receivable using a provision matrix to mitigate the risk of default payment and make appropriate provision at each reporting date.

Use of judgements

Following are the critical judgements:

Leases: Ind AS 116 - Leases requires lessees to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or terminate the lease if the use of such option is reasonably certain. The Group makes an assessment on the expected lease term on a lease-by-lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In evaluating the lease term, the Group considers factors such as any significant leasehold improvements undertaken over the lease term, costs relating to the termination of the lease and the importance of the underlying asset to Groups operations taking into account the location of the underlying asset and the availability of suitable alternatives. The lease term in future periods is reassessed to ensure that the lease term reflects the current economic circumstances.

Income taxes: Significant judgements are involved in determining the provision for income taxes including judgement on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve complex issues, which can only be resolved over extended time periods. The recognition of taxes that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.

Provisions and contingent liabilities: The Group exercises judgement in measuring and recognising provisions and the exposures to contingent liabilities related to pending litigation or other outstanding claims subject to negotiated settlement, mediation, government regulation, as well as other contingent liabilities. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual losses may be different from the originally estimated provision. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

CHANGES IN ACCOUNTING POLICIES

There have been no changes in our accounting policies in Fiscal 2025, 2024 and 2023.

PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE

Total Income

Total income comprises our revenue from operations and other income.

Revenue from operations

Revenue from operations comprises (i) income from dialysis and related services; (ii) other operating revenues including (a) sale of pharmacy and consumables, (b) liabilities no longer required written back, (c) scrap sales, (d) sponsorship income and (e) training and admission fees.

Other Income

Other income comprises (i) interest income under effective interest method from fixed deposits; (ii) gain on foreign exchange differences, net; (iii) interest on income tax refund; (iv) gain/loss on fair value changes of arbitrage fund; and (v) others.

Expenses

Expenses comprise cost of materials consumed, employee benefits expense, depreciation, amortisation and impairment expense, finance costs, healthcare professional fees, hospital fees and other expenses.

Cost of materials consumed

Cost of materials consumed comprises inventories at the beginning and the end of the year and purchases of medical consumables.

Employee benefits expense

Employee benefits expense comprises (i) salaries and wages; (ii) contribution to provident fund and other funds; (iii) gratuity and compensated absence expense; (iv) employee stock compensation expenses; and (v) staff welfare expenses.

Depreciation, amortisation and impairment expense

Depreciation, amortisation and impairment expense comprises depreciation of property, plant and equipment, depreciation on right-of-use of assets, amortisation of other intangible assets and impairment on intangible assets under development..

Finance costs

Finance costs comprise (i) interest on borrowings; (ii) interest expense on lease liabilities; (iii) other borrowing costs; (iv) interest on delayed payments to MSME vendors.

Healthcare professional fees

Healthcare professional fees comprise fees for doctors retained on a fixed fee and/or revenue share based on the performance of the clinic. Doctors are compensated per patient interaction or treatment, based on pre-agreed rates. .

Hospital fees

Hospital fees comprise a pre-agreed percentage of the revenue generated from a particular clinic which is shared with the hospital.

Other expenses

Other expenses comprise (i) laboratory consultations; (ii) housekeeping & security charges; (iii) facility charges; (iv) water charges; (v) rent; (vi) power and fuel; (vii) repairs and maintenance of (a) equipment and vehicles (b) others; (viii) printing and stationery; (ix) rates and taxes; (x) legal and professional charges; (xi) auditors remuneration - as auditor (including goods and service tax); (xii) travel and conveyance; (xiii) sales promotion; (xiv) allowance for expected credit loss; (xv) bad-debts written-off; (xvi) advance written-off; (xvii) collection charges; (xviii) communication charges; (xix) loss on sale of property, plant and equipment; (xx) foreign exchange fluctuation loss, net; (xxi) assets written-off; and (xxii) other expenses.

RESULTS OF OPERATIONS FOR FISCAL 2025, 2024 AND 2023

The following table sets forth certain information with respect to our results of operations for Fiscal 2025, 2024 and 2023:

Particulars Fiscal
2025 2024 2023
Amount ( million) Percentage of Total Income (%) Amount ( million) Percentage of Total Income (%) Amount ( million) Percentage of Total Income (%)
Income
Revenue from operations 7,558.12 98.17% 5,661.55 98.51% 4,372.95 98.65%
Other income 141.03 1.83% 85.67 1.49% 59.64 1.35%
Total Income Expenses 7,699.15 100.00% 5,747.22 100.00% 4,432.59 100.00%
Cost of materials consumed 1,941.40 25.22% 1,686.14 29.34% 1,425.13 32.15%
Employee benefits expense 1,226.62 15.93% 913.91 15.90% 966.90 21.81%
Finance costs 208.34 2.71% 201.79 3.51% 162.71 3.67%

 

Particulars Fiscal 2025 2024 2023
Amount ( million) Percentage of Total Income (%) Amount ( million) Percentage of Total Income (%) Amount ( million) Percentage of Total Income (%)
Depreciation, amortization and impairment expense 724.69 9.41% 561.13 9.76% 468.79 10.58%
Healthcare professional fees 903.64 11.74% 593.19 10.32% 310.5 7.00%
Hospital fees 677.35 8.80% 559.25 9.73% 478.52 10.80%
Other expenses 1,142.74 14.84% 900.20 15.66% 705.95 15.93%
Total expenses 6,824.78 88.64% 5,415.61 94.23% 4,518.50 101.94%
Profit / (loss) before tax 874.37 11.36% 331.61 5.77% (85.91) (1.94)%
Tax expense:
Current tax 172.69 2.24% 22.47 0.39% 0.03 0.00%
Deferred tax expense / (benefit) 30.72 0.40% (42.19) (0.73)% 31.95 0.72%
Total tax expense / (benefit) 203.41 2.64% (19.72) (0.34)% 31.98 0.72%
Profit / (loss) for the year 670.96 8.71% 351.33 6.11% (117.89) (2.66)%
Other comprehensive income
Items that will not be reclassified to profit or loss
- Remeasurement gains/(loss) on defined benefit plans (10.56) (0.14)% 17.02 0.30% (9.89) (0.22)%
- Tax on remeasurement gains/(loss) on defined benefit plans 2.66 0.03% (4.36) (0.08)% - -
Items that will be reclassified to profit or loss
- Exchange differences on translating financial statements of foreign operations (2.49) (0.03)% (137.43) (2.39)% 43.06 0.97%
Other comprehensive income / (loss) for the year (10.39) (0.13)% (124.77) (2.17)% 33.17 0.75%
Total comprehensive income / (loss) for the year 660.57 8.58% 226.56 3.94% (84.72) (1.91)%

FISCAL 2025 COMPARED TO FISCAL 2024

Total income

Total income increased by 33.96% from 5,747.22 million in Fiscal 2024 to 7,699.15 million in Fiscal 2025 on account of an increase in revenue from operations and other income for reasons indicated below:

Revenue from operations

Revenue from operations increased by 33.50% from 5,661.55 million in Fiscal 2024 to 7,558.12 million in

Fiscal 2025, primarily due to an increase in income from dialysis and related services by 38.70% from

5,395.51 million in Fiscal 2024 to 7,483.44 million in Fiscal 2025 on account of an increase in the number of treatments at our existing clinics from 2,668,220 treatments in Fiscal 2024 to 3,297,447 treatments in Fiscal 2025, and an increase in revenue on account of opening and acquisition of new clinics from 436 clinics, as of March 31, 2024, to 490 clinics, as of March 31, 2025. We also witnessed a rise in average realisation per treatment during the year from 2,084.54 in Fiscal 2024 to 2,274.62 in Fiscal 2025. The increase in average realisation was primarily due to price escalations at existing clinics. The growth has also been supported by periodic revisions in reimbursement rates and an increase in the number of clinics in regions with relatively higher realisations. Additionally, a mid-year revision in public reimbursement rates in one of our key markets further contributed to the increase in average realisation per treatment during the year. In addition, the number of patients we served increased from 28,947 patients in Fiscal 2024 to 33,076 patients in Fiscal 2025.

This was offset by a decrease in other operating income, primarily due to a decrease in the sale of pharmacy by

89.79% from 166.51 million in Fiscal 2024 to 17.01 million in Fiscal 2025 owing to the closure of our dialysis consumables distribution business and a decrease in liabilities no longer required to be written back by 40.56% from 93.10 million to 55.34 million, which comprised overdue payables that were subsequently written back during Fiscal 2024.

Other income

Other income increased significantly by 64.62% from 85.67 million in Fiscal 2024 to 141.03 million in Fiscal

2025, primarily on account of increases in (i) interest income under effective interest method from fixed deposits by 37.19% from 83.25 million in Fiscal 2024 to 114.21 million in Fiscal 2025; (ii) interest on income tax refund from nil in Fiscal 2024 to 5.34 million in Fiscal 2025; (iii) gain on fair value changes of arbitrage fund from nil in Fiscal 2024 to 7.55 million in Fiscal 2025; and (iv) others from 2.42 million in Fiscal 2024 to 13.93 million in Fiscal 2025.

Expenses

Total expenses increased by 26.02% from 5,415.61 million in Fiscal 2024 to 6,824.78 million in Fiscal 2025 primarily on account of an increase in (i) cost of material consumed; (ii) employee benefits expense; (iii) depreciation, amortization and impairment expense; (iv) finance costs; (v) healthcare professional fees; (vi) hospital fees; and (vii) other expenses.

Cost of materials consumed

Cost of materials consumed increased by 15.14% from 1,686.14 million in Fiscal 2024 to 1,941.40 million in

Fiscal 2025, primarily on account of an increase in the number of treatments and increase in purchases of medical consumables. Additionally, cost of materials consumed as a percentage of revenue from operations decreased from 29.78% in Fiscal 2024 to 25.69% in Fiscal 2025, due to improved cost efficiency on account of multiple strategic initiatives at network level and better procurement power due to increased scaling of our business.

Inventories at the end of the year in Fiscal 2024 was 259.13 million while inventories at the beginning of the year was 262.71 million. Purchases amounted to 1,682.56 million in Fiscal 2024. In Fiscal 2025, inventories at the end of the year were 266.23 million while inventories at the beginning of the year was 259.13 million. Purchases amounted to 1,948.50 million in Fiscal 2025.

Employee benefits expense

Employee benefits expense increased by 34.22% from 913.91 million in Fiscal 2024 to 1,226.62 million in

Fiscal 2025 primarily on account of increases in (i) salaries and wages by 29.40% from 808.95 million in Fiscal 2024 to 1,046.81 million in Fiscal 2025 which was mainly attributable to increments and an increase in our number of employees from 2,560 employees as of March 31, 2024 to 3,230 employees as of March 31, 2025 on account the opening of new clinics during the Fiscal 2025; (ii) contribution to provident fund and other funds by 49.62% from 35.71 million in Fiscal 2024 to 53.43 million in Fiscal 2025; (iii) employee stock compensation expenses from 18.64 million in Fiscal 2024 to 63.80 million in Fiscal 2025 on account of new grants of stock options to employees; and (iv) staff welfare expenses by 30.73% from 39.41 million in Fiscal 2024 to 51.52 million in Fiscal 2025.

Finance costs

Finance costs increased by 3.25% from 201.79 million in Fiscal 2024 to 208.34 million in Fiscal 2025 primarily on account of increases in: (i) interest expense on lease liabilities by 28.65% from 19.16 million in Fiscal 2024 to 24.65 million in Fiscal 2025 on account of an increase leases pursuant to opening of in new clinics; (ii) other borrowing costs by 66.84% from 11.79 million in Fiscal 2024 to 19.67 million in Fiscal 2025 on account fees paid for cash credit facility enhancement and annual renewal fees on borrowings; and interest on delayed payments to MSME vendors from nil in Fiscal 2024 to 2.19 million in Fiscal 2025. These were partially offset by a decrease in interest expense on financial liabilities measured at amortised cost from 170.84 million in Fiscal 2024 to 161.83 million in Fiscal 2025 on account of repayments of term loans.

Depreciation, amortization and impairment expense

Depreciation, amortization and impairment expense increased by 29.15% from 561.13 million in Fiscal 2024 to 724.69 million in Fiscal 2025, primarily on account of increases in (i) depreciation on property, plant and equipment from 465.73 million in Fiscal 2024 to 586.11 million in Fiscal 2025 on account of additions to leasehold improvements and medical equipment during the year; (ii) depreciation of right-of-use assets from

71.37 million in Fiscal 2024 to 110.48 million in Fiscal 2025 due to an increase in the number of clinics during the Fiscal 2025; (iii) amortization of other intangible assets from 11.75 million in Fiscal 2024 to 28.10 million in Fiscal 2025, primarily due to additions to non-compete and customer and nephrologist relations in Fiscal 2025 and full year effect added during Fiscal 2024; and (iv) impairment on intangible assets under development of

12.28 million in Fiscal 2024, whereas no such impairment was recorded in Fiscal 2025.

Healthcare professional fees

Healthcare professional fees increased by 52.34% from 593.19 million in Fiscal 2024 to 903.64 million in Fiscal 2025 on account of an increase in the variable pay to our doctors associated with increases in revenue from our existing clinics and with the engagement of new doctors on account of addition of new clinics and on account of increase in the number of contractual employees. We had 565 doctors as of March 31, 2025, compared to 532 doctors as of March 31, 2024 and we had 2,270 contractual employees as of March 31, 2025, compared to 1,814 contractual employees as of March 31, 2024.

Hospital fees

Hospital fees increased by 21.12% from 559.25 million in Fiscal 2024 to 677.35 million in Fiscal 2025 on account of an increase in revenue from existing captive clinics and the operationalization of 38 new captive clinics.

Other expenses

Other expenses increased by 26.94% from 900.20 million in Fiscal 2024 to 1,142.74 million in Fiscal 2025.

This increase was primarily on account of:

Legal and professional charges incurred marginally increasing from 82.40 million in Fiscal 2024 to

88.16 million in Fiscal 2025 on account of recruitment-related expenses, professional fees for the implementation of human resources and payroll software, and due diligence costs associated with acquisition of Philippines entities, namely Rizal Dialysis and Wellness Centre Inc., AIZ Hemo Dialysis Center Inc., Bioregen Hemo Center Inc., Carmona Dialysis System Inc., Infini Care Health Systems Inc., and Kolff Dialysis Inc.

Rent increasing significantly from 17.73 million in Fiscal 2024 to 37.75 million in Fiscal 2025 on account of increase in rent for additions of new clinics;

Sales promotion expenses increasing significantly from 18.75 million in Fiscal 2024 to 52.97 million in Fiscal 2025 on account of increase in business development social media retainer services, co-sponsor events, and team meetings;

Power and fuel expense increasing from 120.54 million in Fiscal 2024 to 157.38 million in Fiscal

2025 on account of an increase in treatments at our existing clinics and due to the additions of new clinics;

Repairs and maintenance expense for equipment and vehicles increasing from 33.75 million in Fiscal 2024 to 51.05 million in Fiscal 2025 and others increasing significantly from 43.39 million in Fiscal 2024 to 85.51 million in Fiscal 2025, primarily on account of software maintenance, central sterile services department, and painting works; and

Miscellaneous expenses increasing significantly from 18.80 million in Fiscal 2024 to 59.22 million in Fiscal 2025.

These increases, however, were offset by decreases in:

Housekeeping and security charges from 97.85 million in Fiscal 2024 to 72.97 million in Fiscal 2025;

Allowance for expected credit loss from 113.89 million in Fiscal 2024 to 77.95 million in Fiscal 2025 on account of receipt of payments from customers; and

Foreign exchange fluctuation loss, net from 28.20 million in Fiscal 2024 to 10.10 million in Fiscal

2025.

Profit before Tax

For the reasons discussed above, profit before tax was 874.37 million in Fiscal 2025 compared to profit before tax of 331.61 million in Fiscal 2024.

Profit for the Year

For the reasons discussed above, profit for the year was 670.96 million in Fiscal 2025 compared to profit for the year of 351.33 million in Fiscal 2024.

FISCAL 2024 COMPARED TO FISCAL 2023

Total income

Total income increased by 29.66% from 4,432.59 million in Fiscal 2023 to 5,747.22 million in Fiscal 2024 on account of an increase in revenue from operations and other income for reasons indicated below:

Revenue from operations

Revenue from operations increased by 29.47% from 4,372.95 million in Fiscal 2023 to 5,661.55 million in

Fiscal 2024 primarily on account of an increase in income from dialysis and related services by 30.16% from 4,145.25 million in Fiscal 2023 to 5,395.51 million in Fiscal 2024 on account of a combination of acquisitions and setting up of clinics along with an increase in patients volume during Fiscal 2024. Our total clinics increased from 316 clinics, as of March 31, 2023 to 436 clinics, as of March 31, 2024, while the number of patients served increased from 22,995 in Fiscal 2023 to 29,368 in Fiscal 2024. The number of treatments we conducted increased from 2,286,631 treatments in Fiscal 2023 to 2,668,220 treatments in Fiscal 2024. In addition, the revenue from dialysis increased due to the rise in average realisation per treatment during the year from 1,912.40 in Fiscal 2023 to 2,084.54 in Fiscal 2024. The increase in average realisation was primarily due to price escalations at existing clinics. The growth has also been supported by periodic revisions in reimbursement rates and an increase in the number of clinics in regions with relatively higher realisations. Additionally, a mid-year revision in public reimbursement rates in one of our key markets further contributed to the increase in average realisation per treatment during the year.

This was offset by a decrease in other operating income primarily on account of a decrease in sale of pharmacy and consumables by 26.87% from 227.70 million in Fiscal 2023 to 166.51 million in Fiscal 2024 owing to the phasing out of our business in dialysis consumables distribution due to lower margins.

Other income

Other income increased by 43.65% from 59.64 million in Fiscal 2023 to 85.67 million in Fiscal 2024, primarily on account of an increase in interest income under effective interest method from fixed deposits by 97.16% from

42.24 million in Fiscal 2023 to 83.25 million in Fiscal 2024.

Expenses

Total expenses increased by 19.85% from 4,518.50 million in Fiscal 2023 to 5,415.61 million in Fiscal 2024 primarily on account of an increase in (i) cost of material consumed; (ii) depreciation, amortization and impairment expense; (iii) finance costs; (iv) healthcare professional fees; (v) hospital fees; and (vi) other expenses.

Cost of materials consumed

Cost of materials consumed increased by 18.31% from 1,425.13 million in Fiscal 2023 to 1,686.14 million in

Fiscal 2024, primarily on account of an increase in the number of treatments and increase in purchases of medical consumables.

Inventories at the end of the year in Fiscal 2023 was 262.71 million while inventories at the beginning of the year was 145.84 million. Purchases amounted to 1,542.00 million in Fiscal 2023. In Fiscal 2024, inventories at the end of the year were 259.13 million while inventories at the beginning of the year was 262.71 million. Purchases amounted to 1,682.56 million in Fiscal 2024.

Employee benefits expense

Employee benefits expense decreased by 5.48% from 966.90 million in Fiscal 2023 to 913.91 million in Fiscal 2024, primarily on account of decreases in (i) salaries and wages by 6.49% from 865.14 million in Fiscal 2023 to 808.95 million in Fiscal 2024 on account of a decrease in permanent employees at clinic level with part-time and/or contract employees reducing employee costs; (ii) contribution to provident fund and other funds by 16.00% from 42.51 million in Fiscal 2023 to 35.71 million in Fiscal 2024; and (iii) employee stock compensation expenses by 10.67% from 20.87 million in Fiscal 2023 to 18.64 million in Fiscal 2024.

This was offset by an increase in (i) gratuity and compensated absence expense by 51.45% from 7.40 million in Fiscal 2023 to 11.20 million in Fiscal 2024; and (ii) staff welfare expenses by 27.21% from 30.98 million in Fiscal 2023 to 39.41 million in Fiscal 2024.

Finance costs

Finance costs increased by 24.02% from 162.71 million in Fiscal 2023 to 201.79 million in Fiscal 2024, primarily on account of increases in: (i) Interest expense on financial liabilities measured at amortised cost by

29.18% from 132.25 million in Fiscal 2023 to 170.84 million in Fiscal 2024 on account of increased borrowings for term loan taken for the purchase of medical equipment; and (ii) interest expense on lease liabilities by 40.78% from 13.61 million in Fiscal 2023 to 19.16 million in Fiscal 2024 on account of an increase in leases in light of addition of new or acquired clinics. This was offset by a decrease in other borrowing costs by

30.03% from 16.85 million in Fiscal 2023 to 11.79 million in Fiscal 2024.

Depreciation, amortization and impairment expense

Depreciation, amortization and impairment expense increased by 19.70% from 468.79 million in Fiscal 2023 to 561.13 million in Fiscal 2024, primarily on account of (i) depreciation on property, plant and equipment from 401.32 million in Fiscal 2023 to 465.73 million in Fiscal 2024 due to additions to buildings and medical equipment during the year; (ii) depreciation of right-of-use assets from 62.96 million in Fiscal 2023 to 71.37 million in Fiscal 2024 due to the addition to buildings constituting right-of-use assets in Fiscal 2025; (iii) amortization of other intangible assets from 4.51 million in Fiscal 2023 to 11.75 million in Fiscal 2024; and

(iv) impairment on intangible assets under development from nil in Fiscal 2023 to 12.28 million in Fiscal 2024.

Healthcare professional fees

Healthcare professional fees increased by 91.05% from 310.50 million in Fiscal 2023 to 593.19 million in Fiscal 2024 on account of an increase in the variable pay of our doctors associated with increase in our revenue in existing clinics and with the engagement of new doctors on account of addition of new clinics and on account of increase in the number of contractual employees. We had 532 doctors as of March 31, 2024, compared to 461 doctors as of March 31, 2023 and we had 1,814 contractual employees as of March 31, 2024, compared to 1,425 contractual employees as of March 31, 2023.

Hospital fees

Hospital fees increased by 16.87% from 478.52 million in Fiscal 2023 to 559.25 million in Fiscal 2024 on account of the addition of 28 captive clinics during the year and a higher payout share to hospitals in line with the proportionate increase in revenue.

Other expenses

Other expenses increased by 27.52% from 705.95 million in Fiscal 2023 to 900.20 million in Fiscal 2024.

This increase was primarily on account of an increase in:

Allowance for expected credit loss from 47.40 million in Fiscal 2023 to 113.89 million in Fiscal

2024;

Travel and conveyance from 101.12 million in Fiscal 2023 to 133.15 million in Fiscal 2024 on account of promoting the new clinics that were acquired or set up during the year;

Power and fuel expense from 111.34 million in Fiscal 2023 to 120.54 million in Fiscal 2024 on account of an increase in operations at existing clinics as well as additions of new or acquired clinics; and

Housekeeping and security charges from 73.50 million in Fiscal 2023 to 97.85 million in Fiscal 2024 on account of an increase in cost associated with clinics set up or acquired during the year.

These increases, however, were offset by a decrease in miscellaneous expenses from 64.03 million in Fiscal 2023 to 18.80 million in Fiscal 2024.

Profit / (loss) before Tax

For the reasons discussed above, profit before tax was 331.61 million in Fiscal 2024 compared to loss before tax of 85.91 million in Fiscal 2023.

Profit / (loss) for the Year

For the reasons discussed above, profit for the year was 351.33 million in Fiscal 2024 compared to loss for the year of 117.89 million in Fiscal 2023.

CASH FLOWS

The following table sets forth certain information relating to our statement of cash flows in the years indicated:

Fiscal
Particulars 2025 2024 2023
( million)
Net cash flow generated from operating activities 1,353.47 722.80 112.69
Net cash used in investing activities (1,250.73) (506.60) (782.06)
Net cash flow generated from financing activities 543.71 267.39 599.66
Net increase/(decrease) in cash and cash equivalents 646.45 483.59 (69.71)
Cash and cash equivalents at the end of the year 1,258.17 611.51 140.60

Cash flows from Operating Activities

Fiscal 2025

In Fiscal 2025, net cash flow generated from operating activities was 1,353.47 million. Profit before tax was 874.37 million and adjustments primarily consisted of depreciation, amortisation and impairment expense of 724.69 million, finance costs of 208.34 million, allowance for expected credit loss of 77.95 million and employee stock compensation expenses of 63.80 million. These were partially offset by interest income under effective interest method from fixed deposits of 114.21 million and liabilities no longer required written back of 55.34 million.

Operating profit before working capital changes was 1,804.77 million in Fiscal 2025. The working capital adjustments included increase in trade payables of 398.71 million, increase in provisions of 12.48 million and increase in other current liabilities of 10.38 million. These were partially offset by an increase in trade receivables of 667.31 million, decrease in other financial liabilities of 168.78 million and increase in other assets of 31.64 million. Cash generated from operations for Fiscal 2025 amounted to 1,363.04 million. Income tax paid amounted to 9.57 million.

Fiscal 2024

In Fiscal 2024, net cash flow generated from operating activities was 722.80 million. Profit before tax was 331.61 million and adjustments primarily consisted of depreciation, amortisation and impairment expense of 561.13 million, finance costs of 200.60 million, allowance for expected credit loss of 104.72 million, advances written off of 35.70 million and unrealised foreign exchange gain of 46.64 million. These were partially offset by liabilities no longer required written back of 93.10 million, interest income under effective interest method from fixed deposits of 83.31 million.

Operating profit before working capital changes was 1,133.45 million in Fiscal 2024. The working capital adjustments included increase in trade payables of 183.68 million, increase in other financial liabilities of 76.74 million and decrease in other financial assets of 16.92 million. These were partially offset by an increase in trade receivables of 505.60 million and increase in other assets of 115.22 million. Cash generated from operations for Fiscal 2024 amounted to 803.43 million. Income tax paid amounted to 80.63 million.

Fiscal 2023

In Fiscal 2023, net cash flow generated from operating activities was 112.69 million. Loss before tax was 85.91 million and adjustments primarily consisted of depreciation, amortisation and impairment expense of 468.79 million, finance costs of 162.71 million, allowance for expected credit loss of 47.40 million, employee stock compensation expenses of 20.87 million, bad-debts written-off of 19.28 million and unrealised foreign exchange gain of 8.82 million. These were partially offset by interest income under effective interest method from fixed deposits of 42.24 million.

Operating profit before working capital changes was 599.72 million in Fiscal 2023. The working capital adjustments included increase in trade payables of 135.45 million, increase in other current liabilities of 17.75 million and increase in provisions of 3.91 million. These were partially offset by an decrease in other financial liabilities of 24.82 million, increase in trade receivables of 543.04 million, increase in inventories of 108.38 million, increase in other financial assets of 9.67 million and increase in other assets of 4.44 million. Cash generated from operations for Fiscal 2023 amounted to 66.48 million. Income tax refunds received amounted to 46.21 million.

Cash flows from Investing Activities

Fiscal 2025

Net cash flow used in investing activities was 1,250.73 million in Fiscal 2025, primarily due to investments in fixed deposits of 1,013.65 million, purchase of property, plant and equipment of 997.75 million, investments in other bank balances of 503.05 million and investment in mutual funds of 500.00 million. This was partially offset by redemption of fixed deposits of 1,560.92 million, redemption of other bank balances of 207.57 million and interest received of 130.86 million.

Fiscal 2024

Net cash flow used in investing activities was 506.60 million in Fiscal 2024, primarily due to purchase of property, plant and equipment of 773.49 million, purchase of intangible assets of 26.52 million and payment of consideration towards acquisition of business, net of cash acquired of 281.37 million. This was partially offset by redemption of fixed deposits of 459.66 million, interest received of 74.68 million and redemption of other bank balances of 40.44 million.

Fiscal 2023

Net cash flow used in investing activities was 782.06 million in Fiscal 2023, primarily due to purchase of property, plant and equipment of 715.69 million, payment of consideration towards acquisition of business, net of cash acquired of 64.17 million, investments in fixed deposits of 46.03 million and purchase of intangible assets of 21.69 million. This was partially offset by interest received of 65.52 million.

Cash flows from Financing Activities

Fiscal 2025

Net cash flow generated from financing activities was 543.71 million Fiscal 2025, primarily due to proceeds from issue of equity shares, net of share issue expenses of 979.65 million, proceeds from short-term borrowings, net of 81.05 million and proceeds of share application money pending allotment of 0.02 million. This was partially offset by repayment of long-term borrowings of 252.26 million, interest paid of 188.10 million and repayment of lease liability of 76.65 million.

Fiscal 2024

Net cash flow generated from financing activities was 267.39 million Fiscal 2024, primarily due to proceeds from long-term borrowings of 723.68 million, proceeds from short-term borrowings, net of 13.73 million and proceeds from issue of equity shares, net of share issue expenses of 5.58 million. This was partially offset by repayment of long-term borrowings of 253.67 million, interest paid of 165.08 million and repayment of lease liability of 56.85 million.

Fiscal 2023

Net cash flow generated from financing activities was 599.66 million Fiscal 2023, primarily due to proceeds from short-term borrowings, net of 620.78 million, proceeds from long-term borrowings of 388.61 million and proceeds from issue of equity shares, net of share issue expenses of 23.63 million. This was partially offset by repayment of long-term borrowings of 200.50 million, interest paid of 161.13 million, repayment of lease liability of 38.31 million and refund of share application money pending allotment of 33.42 million.

INDEBTEDNESS

As of March 31, 2025, we had total borrowings (consisting of current and non-current borrowings) of

2,258.02 million. Our debt-to-equity ratio was 0.39 times as of March 31, 2025.

The table below analyses our financial liabilities into relevant maturity groupings based on their contractual maturities for all non-derivative financial liabilities at the reporting date. The amounts disclosed in the table are the contractual undiscounted cash flows.

As of March 31, 2025
Payment due by period
Particulars ( million)
Carrying Amount Up to 1 year From 2 to 5 years More than 5 years Total
Borrowings 2,258.02 1,346.64 849.85 246.54 2,443.03

CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS

As of March 31, 2025, we did not have any contractual obligations in our Restated Consolidated Financial Information.

Except as disclosed in this Draft Red Herring Prospectus, there are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

CONTINGENT LIABILITIES AND COMMITMENTS

As of March 31, 2025, we did not have any contingent liabilities.

The table below sets forth our capital commitments as of March 31, 2025:

Particulars As of March 31, 2025
( million)
Estimated amount of contracts remaining to be executed on capital account and not provided for 90.02

For further information, see "Restated Consolidated Financial Information Note 39 Contingencies and commitments" on page 435.

CAPITAL EXPENDITURES

In Fiscals 2025, 2024, and 2023, our capital expenditure towards additions to property, plant and equipment and additions through business combination to property, plant and equipment were 810.90 million, 1,329.66 million and 623.55 million, respectively. The following table sets forth our capital expenditure towards additions to property, plant and equipment and additions through business combination to property, plant and equipment for the years indicated:

Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
( million)
Leasehold improvements 114.53 93.49 118.10
Building 3.15 201.87 71.96
Plant and equipment medical 480.58 699.53 284.31
Plant and equipment others 137.75 224.97 88.61
Furniture and fixtures 11.88 32.31 30.11
Office equipment 32.80 42.08 3.10
Computers 28.46 27.31 24.98
Vehicles 1.75 8.10 2.38
Total 810.90 1,329.66 623.55

RELATED PARTY TRANSACTIONS

We enter into various transactions with related parties in the ordinary course of business. These transactions principally include short term employee benefits, reimbursable expense incurred by the company, gratuity expense, directors sitting fees and profession fee among others.

For further information on our related party transactions, see "Restated Consolidated Financial Information Note 38 Related party disclosures" on page 426. Also, see "Risk Factors We have in the past entered into related party transactions and may continue to do so in the future, which may potentially involve conflicts of interest with the equity shareholders." on page 79.

AUDITORS OBSERVATIONS

Our Statutory Auditors and Previous Auditors have included certain remarks in the annexure to their audit reports on the Companies (Auditors Report) Order, 2020 for the years ended March 31, 2025, March 31, 2024 and March 31, 2023. Further, certain instances with respect to feature of recording audit trail (edit log) facility for certain accounting software, pursuant to the requirements of Rule 11(g) of Companies (Audit and Auditors) Rules, 2014, have been included for the year ended March 31, 2025 and March 31, 2024. For further information, see "Restated Consolidated Financial Information Annexure VII -Statement of Restated Adjustments to the Audited Consolidated Financial Statements Part C - Non-adjusting events" on page 444.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: interest rate risk and currency risk. Financial instruments affected by market risk mainly includes borrowings. We are not significantly impacted by currency risks.

Interest Rate Risk

Our borrowings carried at amortised cost are either variable rate instruments or fixed rate instruments. The fixed rate instruments are not subject to fluctuation because of a change in market interest rates. We consider the impact of fair value changes on account of interest rate changes as not material.

Credit Risk

Credit risk is the risk that a counterparty fails to discharge an obligation to our Company, leading to a financial loss. We are mainly exposed to the risk of its balances with the bankers and trade and other receivables. None of our cash equivalents, other bank balances, loans and security deposits were past due or impaired as at March 31, 2024 and March 31, 2023. As per simplified approach, we make provision of expected credit losses on trade receivable using a provision matrix to mitigate the risk of default payment and make appropriate provision at each reporting date.

Liquidity Risk

Our Management maintains sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due. Due to the nature of the business, we maintain flexibility in funding by having committed facilities.

Management monitors rolling forecasts of our liquidity position and cash and cash equivalents on the basis of expected cash flows. We take into account the liquidity of the market in which we operate. In addition, our liquidity management policy involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these, monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt financing plans.

UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS

Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no unusual or infrequent events or transactions that have in the past or may in the future affect our business operations or future financial performance.

SIGNIFICANT ECONOMIC CHANGES THAT MATERIALLY AFFECT OR ARE LIKELY TO AFFECT INCOME FROM CONTINUING OPERATIONS

Our business has been subject, and we expect it to continue to be subject, to significant economic changes that materially affect or are likely to affect income from continuing operations identified above in "Managements

Discussion and Analysis of Financial Condition and Results of Operations Significant Factors Affecting our Results of Operations" and the uncertainties described in "Risk Factors" on pages 451 and 43, respectively.

KNOWN TRENDS OR UNCERTAINTIES

Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising from the trends identified above in "Managements Discussion and Analysis of Financial Condition and Results of Operations Significant Factors Affecting our Results of Operations" and the uncertainties described in

"Risk Factors" on pages 451 and 43, respectively. To our knowledge, except as discussed in this Draft Red Herring Prospectus, there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues or income of our Company from continuing operations.

FUTURE RELATIONSHIP BETWEEN COST AND INCOME

Other than as described in "Risk Factors", "Our Business" and "Managements Discussion and Analysis of

Financial Condition and Results of Operations" on pages 43, 269 and 451 respectively, to our knowledge there are no known factors that may adversely affect our business prospects, results of operations and financial condition.

NEW PRODUCTS OR BUSINESS SEGMENTS

Except as set out in this Draft Red Herring Prospectus, we have not announced and do not expect to announce in the near future any new business segments other than in the normal course of business.

COMPETITIVE CONDITIONS

We operate in a competitive environment. See "Risk Factors", "Industry Overview", "Our Business" and on pages 43, 214 and 269, respectively, for further details on competitive conditions that we face across our various business segments.

EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO INCREASED SALES VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR INCREASED SALES PRICES

Changes in revenue in the last three Fiscals are as described in " Fiscal 2025 compared to Fiscal 2024", and " Fiscal 2024 compared to Fiscal 2023" above on pages 470 and 473, respectively.

SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS

Our business does not depend on a single or few customers.

SEASONALITY/ CYCLICALITY OF BUSINESS

Our business is not subject to seasonality or cyclicality.

SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF OPERATIONS

To our knowledge no circumstances have arisen since March 31, 2025, as disclosed in this Draft Red Herring Prospectus, that could materially and adversely affect or are likely to affect, the trading or profitability, or the value of our assets or our ability to pay our liabilities within the next 12 months.

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