(b) Terms/rights attached to equity shares

The Company has only one class of equity shares having par value of ' 10 per share. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

(e) Aggregate number of shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

For the period of five years immediately preceding the date of the balance sheet, there were no share allotment made for consideration other than cash and also no bonus shares were issued. Further, there has been no buyback of shares during the period of five years preceding the date of balance sheet.

23.2 Clinical establishment fees:

Represents amount paid towards various services such as providing, maintaining and operating the Clinical Establishment (including infrastructure, fixtures and fittings etc.), out-patient department services, radio diagnostic services and other ancillary services provided by Fortis Health Management Limited to the Company in accordance with their agreement. Also refer note 24 and 27.

25 COMMITMENTS

a. The Company does not have any long-term commitments / contracts including derivative contracts for which there will be any material foreseeable losses.

b. The Company does not have any commitments on account of capital item purchases.

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

26 CONTINGENT LIABILITIES AND OTHER CLAIMS

Note:

1. On May 28, 2020, the High Court of Judicature at Madras ("High Court") has pronounced a common order on the liability to pay Value Added Tax (VAT) under the provisions of Tamil Nadu Value Added Tax Act, 2006 on the stents, valve, x-ray etc. (except medicine) used while treating their in-house patients. High Court directed reply to be filed to notice, on the other hand has concluded on VAT applicability on prosthetics and implants. The said order pronounced disposes the writ petitions filed by the Company in 2012 against notices for proposal of revising the assessment order for assessment years from 2008-09 to 2011-12 issued by the Assistant Commissioner (CT) wherein an amount of ' 254.93 Lakhs (' 73.37 Lakhs pertaining to implants) has been proposed to demanded on January 31, 2012. Against the said order, the Company has filed Writ Appeals with the Division Bench of the Madras High Court on October 16, 2020. The Company, based on legal advice, believes that the possibility of negative outcome is remote and accordingly, no adjustments are made in the standalone financial statements.

2. These claims are pending with various Consumer Disputes Redressal Commissions and the Company has been advised by the legal counsel that there may not be any likely liability in respect of these matters and accordingly no provision has been recognised in these standalone financial statements.

B. Claims not assessed as contingent liabilities, unless otherwise stated:

1. The Company has given certain warranties/ indemnities pursuant to Business Transfer Agreement ("BTA") entered with MGM Healthcare Private Limited ("MGM") for Sale of business (also refer note 27) wherein all the claim against such warranties/indemnities under BTA shall not exceed 100% of the final purchase consideration. As at March 31, 2025, the Company has not received any claim against such warranties/indemnities from MGM. Management believes that it has fulfilled all the obligitations and accordingly there are no claims against such warranties/indemnities from MGM in relation to the BTA as on the date of signing of these financial statements.

2. In earlier year, Supreme Court vide their judgement dated February 28, 2019 on Provident fund has interpreted that basic wages would include certain allowances. The Company has evaluated implications arising out of the Supreme Court judgement. Based on legal advice, the Company believes that retrospective application of the above judgement by PF authorities is remote. Accordingly, no provision has been recorded in the standalone financial statements. The Company would continue to evaluate the provision required in the books based on further clarifications from the authorities.

3. During current year, the Company has received show cause notices totaling to ' 22,535.42 Lakhs from GST authority for the period July, 2017 to March, 2024, wherein they had proposed to levy GST on various items including depreciation, employee salaries, exempt healthcare services, interest expenses, trade payables, etc., on which either GST is not leviable or on which GST had already been paid and also GST authority had proposed to disallow GST input tax credit, which had never been claimed by the Company. Subsequent to issuance of show cause notice, Company has received adjudication order against show cause notice for the period July, 2017 to March, 2018, whereby as against proposed demand of ' 3054.91 Lakhs, demand has been raised for ' 4.82 Lakhs. The Company has preferred an appeal against the order. Regarding the show cause notices for the balance period, the Company believes that based on management assessment, view of leading tax consultant and adjudication order of the period July, 2017 to March, 2018, the said show cause notices are not tenable and have been issued without giving any basis thereto and should not sustain. The Company has strongly objected to the said show cause notices and has filed appropriate replies thereto. Accordingly, any exposure on account of these matters is considered remote.

27 BUSINESS SALE TRANSACTION

The Company operated its healthcare business from Fortis Malar Hospital situated at Adyar Chennai ("Malar Hospital / undertaking"). It had "Hospital and Medical Services Agreement" ("HMSA") with Fortis Health Management Limited ("FHML") w.r.t. rendering of certain medical and healthcare services in the hospital premises (including right to use of the hospital building). The hospital building owned by FHML has certain ongoing litigations and issues pertaining to regularisation. These legacy issues gave rise to certain challenges for the Company and constrained further investments into the facility. The circumstances accentuated the need to divest the undertaking as a viable and prudent option in the interest of stakeholders.

Accordingly, during the previous year, the Company had entered into Business Transfer Agreement ("BTA") with MGM Healthcare Private Limited ("MGM") for the sale of its business operations pertaining to Malar Hospital, as a going concern, on a slump sale basis, for a sale consideration of ' 4,571.58 Lakhs, on such terms and conditions as contained in BTA ("slump sale transaction"). The transaction was an all-cash deal.

As per BTA, the undertaking along with all related assets and liabilities (refer table below) stands transferred and vested in MGM from February 01, 2024. Further, the HMSA with FHML was automatically terminated post this transaction. Accordingly, the Company is no longer associated with the hospital building and related uncertainties such as pending regularisation and ongoing litigations related thereto.

Malar hospital which used to provide healthcare services was the only cash generating units (CGU) for the Company and it did not qualify as a component of the Company as per Ind AS 105, and therefore it was not been classified as a discontinued operation on disposal.

The Company had recorded net gain of ' 4,721.54 Lakhs in the previous year, which was shown as an exceptional item in the Statement of Profit and Loss for the year ended March 31, 2024.

28 The Board of Directors of the Company in its meeting held on April 12, 2024 declared an interim dividend of Rupees 40 per equity share (400% of face value of Rupees 10 per share) for the previous year. The dividend was paid to members. whose names appear in the register of members of the Company and as beneficial owner in the depositories, as on the record date fixed for the purpose i.e., April 23, 2024. This resulted in net cash outflow of Rupees 7,496.70 lacs (including tax deducted at source).

Further, the Board of Directors of the Company at its meeting held on May 17, 2024, recommended a final dividend of Rupees 2.50 per equity share (25% of face value of Rupees 10 per share) of the Company for the previous year. Subsequently, the proposed dividend has been approved by the shareholders of the Company in the Annual General Meeting (AGM) of the Company held on July 31, 2024. The dividend was paid to members whose names appear in the register of members of the Company and as beneficial owners in the depositories, as on the record date fixed for the purpose i.e., July 24, 2024. This resulted in net cash outflow of Rupees 468.54 lacs (including tax deducted at source)

29 EMPLOYEE BENEFITS(I) Defined contribution plan

The Company's contribution towards its Provident Fund Scheme and Employee State Insurance Scheme are defined contribution retirement plan for qualifying employees. The Company's contribution to the Employees Provident Fund is deposited with Provident Fund Commissioner which is recognised by the Income Tax authorities.

The Company recognised ' 0.04 Lakhs (Previous year ' 73.19 Lakhs) for Provident Fund and Employee State Insurance Contribution in the Statement of Profit and Loss. The Contribution payable to the plan by the Company is at the rate specified in rules to the scheme.

(II) Defined benefit plans

The Company has a defined benefit gratuity plan, where under employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn basic salary) for each completed year of service and is not subjected to limit in terms of the provisions of Payment of Gratuity Act, 1972. Vesting occurs upon completion of 5 years of service. The Company does not have any employee on its payroll as at March 31, 2025. Accordingly, the Company does not have any defined benefits obligation as at March 31,2025.

*Based on India's standard mortality table with modification to reflect the expected changes in mortality / others

The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.

Significant actuarial assumption for the determination of the defined obligation are discount rate, expected salary escalation rate and withdrawal rate. The sensitivity analyses below have been determined by the actuarial based on reasonably possible changes of the respective assumption occurring at the end of the reporting period, while holding all other assumptions constant.

*Consequent to the business sale transaction (refer note 27) in the previous year , the HMSA with FHML was deemed to be terminated. Also, the lease agreement for nurse hostel had terminated. Accordingly, Company had recognised net gain on derecognition of such leases amounting to ' 1,071.09 Lakhs (derecognition of right of use assets amounting to ' 2,889.68 Lakhs and derecognition of lease liabilities amounting to ' 3,960.77 Lakhs) as 'Exceptional item' (refer note 37) in the previous year ended March 31, 2024.

(I) Capital management

The capital structure of the Company consists of total equity of the Company.

The Company is not subject to any externally imposed capital requirements.

The Company's Board reviews the capital structure of the Company on need basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital.

Amongst other things, the Company's objective for capital management is to ensure that it maintains stable capital management.

(II) Financial Risk management framework

The Company's Corporate Treasury function provides services to the business, co-ordinates access to domestic and international financial markets, monitors and manages the financial risks including market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The Board of Directors manages the financial risk of the Company through internal risk reports which analyse exposure by magnitude of risk.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company's receivables from customers and loans and advances .

The carrying amounts of financial assets represent the maximum credit risk exposure.

Refer note 8 of the financial statements for carrying amount and maximum credit risk exposure for cash and cash equivalents. Cash & cash equivalents and other bank balances

The Company holds cash and bank balances as disclosed in note 8 and 9. The cash and cash equivalents and other bank balances are held with banks, which have high credit ratings assigned by credit-rating agencies.

The Company considers that its cash and cash equivalents have low credit risk based on the external credit ratings of the counterparties.

The Company uses a similar approach for assessment of ECLs for cash and cash equivalents to those used for debt securities. Market Risk

The Company is not exposed to market risk.

Interest rate risk management

The Company is not exposed to interest rate risk.

Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the board of directors, however the Company does not have significant funding requirement as the Company currently does not have any revenue generating activities. The Company believes that it has sufficient cash and bank balances to settle its financial obligations as and when they fall due.

The following assumptions / methods were used to estimate the fair value:

(a) Fair valuation of financial assets and liabilities with short term maturities is considered as approximate to respective carrying amount due to the short-term maturities of these instruments.

There are no transfers between Level 1, Level 2 and Level 3 during the year ended March 31,2025 and March 31,2024.

*excludes investment in subsidiaries of ' 5.00 Lakhs (Previous year ' 5.00 Lakhs) which are shown at carrying value in balance sheet as per Ind AS 27 "Separate Financial Statements".

Financial instruments measured at amortised cost

The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the Company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

a) ' 2,800 Lakhs was given for meeting its working capital/ general corporate requirements. This loan was repayable on or before July 08, 2023 and the Company has an option to recall this loan at any time after six months from drawdown, i.e. any time after February 09, 2021. This loan was repaid on July 10, 2023.

b) ' 4,000 Lakhs was given for meeting its working capital / corporate requirement . This loan was repayable on or before 2 years from the date of drawdown i.e., February 22, 2024 and the Company has option to recall this loan post disbursement after giving one month prior written notice to the borrower. This loan was repaid on February 22, 2024.

36 CORPORATE SOCIAL RESPONSIBILITY

As per section 135 of the Companies Act, 2013 and rules therein, the Company is required to spend at least 2% of average net profit of preceding three years towards Corporate Social Responsibility (CSR). However the Company doesn't meet the threshold defined under the section 135 of the Companies Act, 2013.

The above analysis includes ratios which can be computed in the current or previous year basis operation of the Company 39 ADDITIONAL REGULATORY INFORMATION

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions with companies struck off.

(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(iv) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period,

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(vii) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

(viii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(ix) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(x) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

40 In light of the acquisition of the controlling stake of FHL by Northern TK Venture Pte Limited ("NTK") a wholly owned subsidiary of IHH Healthcare Berhad, Malaysia, a mandatory open offer got triggered for acquisition by NTK of up to 4,894,308 fully paid up equity shares of face value of ' 10 each in the Company, representing 26% of the paid-up equity shares of the Company at a price of ' 60.10 per share ("Malar Open Offer") in December 2018. However, in view of order dated December 14, 2018 passed by Hon'ble Supreme Court wherein it was specified that status quo with regard to sale of the controlling stake in Fortis Healthcare Limited to IHH Healthcare Berhad, Malaysia be maintained, the Mandatory Open offer was kept in abeyance. The Hon'ble Supreme Court has disposed of the petitions with certain directions to the Hon'ble High Court of Delhi. Malar Open offer continues to be in abeyance an on date. From publicly available information, it is learnt that SEBI had advised NTK to proceed with the Fortis Open Offer and the Malar Open Offer after obtaining an appropriate order from the Hon'ble High Court of Delhi.

During the current year, the Company has declared an interim dividend of ' 40 per equity share (400% on face value of ' 10 per share) on 12 April 2024and final dividend of Rs. 2.50 per equity share (25% of face value of INR 10 per share) on July 31, 2024. Pursuant to such declaration of interim and final dividend and in terms of Regulation 8(9) of the SEBI (SAST) Regulations, NTK and Persons Acting in Concert (PACs) have decided to adjust the Malar Open offer price from ' 60.1 to ' 17.60 per share ("Adjusted Malar offer price").

41 DETAILS OF DUES TO MICRO AND SMALL ENTERPRISES AS PER MSMED ACT, 2006

As per the requirement of the MSMED Act, 2006, the following disclosure have been provided below. The disclosure in respect of the amounts payable to such enterprises as at March 31,2025 has been made in the financial statements based on information received and available with the Company.

42 SEGMENT REPORTING

The Company has been primarily engaged in only one business namely in the health care services. Accordingly, the Company does not have multiple segments and these standalone financial statements are reflective of the information required by the Ind AS 108 . The Company's operations are entirely domiciled in India and as such all its non-current assets are located in India. Also refer note 27 for the slump sale of business during the previous year.

43 SUBSEQUENT EVENTS

Malar Star Medicare Limited, the subsidiary company, has initiated the process to convert itself into a Section 8 company as per the provisions of the Companies Act, 2013. The application for conversion was submitted subsequent to the current financial year ended on March 31, 2025. This strategic move aims to align the Company's operations with its objectives of promoting research and development. The conversion process is being carried out in compliance with the relevant rules and regulations, including the provisions of Rule 21 and 22 of the Companies (Incorporation) Rules, 2014. The application is pending for approval before Ministry of Corporate Affairs.