5.17 Provisions, contingent liabilities and contingent assets
Provisions are recognized when the Company has a present (legal or constructive) obligation as a result of past events, for which it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. Provisions required to settle
are reviewed regularly and are adjusted where necessary to reflect the current best estimates of the obligation. Provisions are discounted to their present values, where the time value of money is material.
Contingent liability is disclosed unless the likelihood of an outflow of resources is remote and there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources.
Contingent assets are disclosed only when inflow of economic benefits therefrom is probable and recognized only when realization of income is virtually certain.
5.18 Earnings per 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.
5.19 Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest millions and upto two decimals as per the requirement of Division II of Schedule III, unless otherwise stated.
5.20 Critical estimates and judgements
The preparation of financial statements requires the use of accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgement in applying the Company’s accounting policies. This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different than those originally assessed. Detailed information about each of these estimates and judgements is included in relevant notes together
with information about the basis of calculation
for each affected line item in the consolidated
financial statements.
a) 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 future taxable income (supported by reliable evidence) against which the deferred tax assets can be utilized.
b) Evaluation of indicators for impairment of non¬ financial 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.
c) Contingent liabilities - At each balance sheet date basis the management judgment, changes in facts and legal aspects, the Company assesses the requirement of provisions against the outstanding contingent liabilities. However, the actual future outcome may be different from this judgement.
d) Impairment of financial assets - At each balance sheet date, based on historical default rates observed over expected life, existing market conditions as well as forward looking estimates, the management assesses the expected credit losses on outstanding receivables. Further, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with industry and country in which the customer operates.
e) Defined benefit obligation (DBO) -
Management’s estimate of the DBO is based on a number of 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.
f) 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 utilisation of assets.
g) Leases - The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease.
Estimates and judgements are continuously evaluated. They are based on historical experience and other factors including expectation of future events that may have a financial impact on the Company and that are believed to be reasonable under the circumstances.
5.21 Exceptional items
Exceptional items are those items which meet the test of ‘materiality’ (size and nature) and the test of ‘incidence’. The test of Incidence or the frequency of occurrence should be determined basis specific facts and circumstances of entity concerned, considering various factors, such as, the nature of its activities, the economic environment in which it operates, past experience, future expectations, etc. and not in general, as what could be a frequent item for one entity may be infrequent for other.
Generally, items of income or expense fulfilling the above-mentioned criteria are classified as exceptional items and are disclosed separately.
5.22 Amended Accounting Standards (Ind AS) and interpretations effective during the period
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. MCA has notified below new standards / amendments which were effective from 01 April, 2024.
h) Introduction of Ind AS 117 - Insurance contracts
MCA notified Ind AS 117, a comprehensive standard that prescribe, recognition, measurement and disclosure requirements, to avoid diversities in practice for accounting insurance contracts and it applies to all companies i.e., to all "insurance contracts" regardless of the issuer. However, Ind
AS 117 is not applicable to the entities which are insurance companies registered with IRDAI.
ii) Amendments to Ind AS 116 -Lease liability in a sale and leaseback
The amendments require an entity to recognise lease liability including variable lease payments which are not linked to index or a rate in a way it does not result into gain on right-of-use asset it retains.
The Company has reviewed the new pronouncements and based on its evaluation has determined that these amendments do not have a significant impact on the standalone financial statements.
Nature and purpose of other reserves
Capital reserve
Capital reserve represents difference between share capital of transferor entity and share capital issued to erstwhile shareholders of transferor entity.
Securities premium
Securities premium represents the premium on issue of shares. This balance can be utilised in accordance with provisions of the Act.
Share options outstanding account
This account is used to recognise the grant date fair value of the options issued to eligible employees pursuant to the Company's employee stock option plan.
Debenture redemption reserve
This reserve is created as per the requirements of the Act in reference to non-convertible debentures issued by the Company.
Retained earnings
Retained earnings comprises of current period and prior periods undistributed earnings after tax. It includes re¬ measurement loss on defined benefit plans, net of taxes that will not be re-classified to statement of profit & loss.
40 Fair value disclosures
(i) Fair value hierarchy
The following explains the judgements and estimates made in determining the fair values of the financial instruments. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard.
Level 1: quoted prices (unadjusted) in active markets for financial instruments.
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: unobservable inputs for the asset or liability.
Valuation techniques used to determine fair value
The fair value of the financial assets and liabilities are included at the amount that would be received to sell an asset and paid to transfer a liability in an orderly transaction between market participants. The following methods were used to estimate the fair values:-
Trade receivables, cash and cash equivalents, bank balances other than cash and cash equivalents, other financial assets, trade payables and other financial liabilities: Approximate their carrying amounts largely due to the short-term maturities of these instruments.
Loans given by the Company are linked to market rate of interest and hence, carrying value best estimate of fair value.
Borrowings taken by the Company are as per the Company's credit and liquidity risk assessment and there is no comparable instrument having the similar terms and conditions with related security being pledged and hence the carrying value of the borrowings represents the best estimate of fair value.
41 Financial risk management
The Company has exposure to the following risks arising from financial instruments:
• Credit risk ;
• Liquidity risk ;
• Market risk
Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors have authorized the Managing Director to establish the processes, who ensures that executive management controls risks through the mechanism of properly defined framework.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risks limits and controls, and to monitor risks and adherence to limits. Risk management policies are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
(a) Credit risk
i) Credit risk management
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial asset fails to meet its contractual obligations. The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each financial asset. The carrying amounts of financial assets represents the maximum credit risk exposure.
A default on a financial asset is when the counterparty fails to make contractual payments as per agreed terms. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.
The Company has a credit risk management policy in place to limit credit losses due to non-performance of counterparties. The Company monitors its exposure to credit risk on an ongoing basis. Assets are written off when there is no reasonable expectation of recovery. Where loans and receivables are written off, the Company continues to engage in enforcement activity to attempt to recover the dues.
Trade receivables
The Company closely monitors the credit-worthiness of the receivables through internal systems that are configured to define credit limits of customers, thereby, limiting the credit risk to pre-calculated amounts. The Company uses a simplified approach (lifetime expected credit loss model) for the purpose of computation of expected credit loss for trade receivables. Expected credit losses are measured on collective basis for each of the following categories:
Cash and cash equivalents and bank balances other than cash and cash equivalents
Credit risk related to cash and cash equivalents and bank deposits is managed by only investing in deposits with highly rated banks and financial institutions and diversifying bank deposits and accounts in different banks. Credit risk is considered low because the Company deals with highly rated banks and financial institution.
Loans
Loans are measured at amortised cost includes loans given to subsidiaries. Credit risk related to these financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system are in place to ensure the amounts are within defined limits Credit risk is considered low because the Company is in possession of the underlying asset and these are given to related parties.
Other financial assets
Other financial assets measured at amortized cost includes security deposits and other receivables. Credit risk related to these financial assets is managed by monitoring the recoverability of such amounts continuously, while at the same time internal control system are in place to ensure the amounts are within defined limits. Credit risk is considered low because the Company is in possession of the underlying asset (in case of security deposit) or as per trade experience (in case of unbilled revenue from patient and other receivables from revenue sharing arrangements). Further, the Company creates provision by assessing individual financial asset for expectation of any credit loss basis 12 month expected credit loss model.
(b) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due.
The Company maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors the Company’s liquidity position inter alia, comprising of the undrawn borrowing facilities and cash and cash equivalents on the basis of expected cash flows.
The Company takes into account the liquidity of the market in which the entity operates.
Maturities of financial liabilities
The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.
Note a: All transactions with related parties are made on the terms equivalent to those that prevail in arm's length transactions and within the ordinary course of business. All outstanding balances are unsecured and repayable/ receivables will be settled in cash.
Note b: The Company has given support letter (letter') to GHL Pharma & Diagnostic Private limited (Subsidiary Company) for providing operational and financial support for a period of 12 months from the date of said letter.
43 Capital management
The Company’s objectives when managing capital are:
- To ensure the Company’s ability to continue as a going concern, and
- To maintain optimum capital structure and to reduce cost of capital.
Management assesses the capital requirements in order to maintain an efficient overall financing structure. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. The Company is not subject to externally imposed capital requirements. The Company manages its capital requirements by overseeing the gearing ratio:
Notes:
(i) I ncome-tax matters are primarily around disallowances related to employee share based payment expense and certain other expenses and are pending with Commissioner of Income-tax (Appeals).
(ii) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings.
(iii) The amounts disclosed above represent the best possible estimates arrived at on the basis of available information and do not include any penalty payable.
(iv) The Company is contesting various medical/employee-related legal cases in various forums. Based on the legal view from an external consultant and internal analysis, contingent liabilities have been created for these cases, except where the likelihood of any outflow of resources is remote.
45 Lease related disclosures
(i) As lessee
The Company has leases for land, buildings, equipments and vehicles. With the exception of short-term leases and leases of low-value underlying assets, each lease is reflected on the balance sheet as a right-of-use asset and a lease liability. Variable lease payments which do not depend on an index or a rate are excluded from the initial measurement of the lease liability and right of use assets. The Company has presented its right-of-use assets in the balance sheet separately from other assets.
Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublease the asset to another party, the right-of-use asset can only be used by the Company. Some leases contain an option to extend the lease for a further term. The Company is prohibited from selling or pledging the underlying leased assets as security. For leases over building premises, plant & equipment, vehicles and land, the Company must keep those properties in a good state of repair and return the properties in their original condition at the end of the lease. Further, the Company is required to pay maintenance fees in accordance with the lease contracts.
C Other long term employee benefits
An amount of ' 82.74 millions (31 March 2024: ' 8.34 millions) pertains to expense towards compensated absences.
47 Share based payments
Global Health Employee Stock Option Scheme 2016
The Company vide General Meeting resolution dated 13 July 2016 approved "Global Health Employee Stock Option Scheme 2016” for granting employee stock options in the form of equity shares linked to the completion of a minimum period of continued employment to the eligible employees. The eligible employees, including directors, for the purpose of this scheme will be determined by the Remuneration Committee from time to time. Each unexercised stock option entitle the eligible employee to avail five shares. Total options to be granted under this Scheme are 1,025,000. The vested options can be exercised within a period of 3 years from the date of vesting. This Scheme was further amended on 17 September 2021 to align with the Securities and Exchange Board of India (Share Based Employee Benefits Regulations and Sweat Equity) Regulations, 2021 (the "SEBI SBEB Regulations”).
During the year ended on 31 March 2025 and 31 March 2024, the Company has recorded an employee stock compensation expense of ' Nil million and ' 1.56 millions respectively.
During the year ended on 31 March 2025, the total number of options vested but not exercised is 4,000 (31 March 2024: 20,000).
The weighted average share price on the date of exercise is ' 1,179.43 (31 March 2024: ' 820.56).
Global Health Employee Stock Option Scheme 2021
The Company vide General Meeting resolution dated 17 September 2021 approved "Global Health Employee Stock Option Plan 2021” for granting employee stock options in the form of equity shares linked to the completion of a minimum period of continued employment to the eligible employees. During the year ended 31 March 2025, the Board of Directors and the shareholders of the Company have approved the cancellation of "Global Health Employee Stock Option Plan 2021".
Global Health Limited Employees Long-Term Share Based Incentive Plan - 2024
"The Board of Directors and the shareholders of the Company on 14 November 2024 and 27 December 2024 respectively, approved Global Health Limited Employees Long-Term Share Based Incentive Plan - 2024 ("GHL LTIP 2024 Plan”) for eligible employees of the Holding Company and its subsidiaries and associates. Under the GHL LTIP 2024 Plan, which will be implemented through a Trust, the maximum number of shares that may be allotted shall not exceed 1,750,000 equity shares of ' 2 each through primary issuance and 5,370,147 equity
shares (i.e. 2% of paid up capital of the Holding Company as on 31 March 2024), through secondary acquisition. Subsequent to year ended 31 March 2025, the Board of Directors of the Company has approved the grant of 585,500 Options and Offer of 203,000 shares to certain eligible employees under Part -A and Part- B of GHL LTIP 2024 Plan, respectively."
48 As per Ind AS 108 on "Operating Segments", segment information has been provided under the note to consolidated financial statements, refer note 51.
49 Research and development expenditure for the period ended 31 March 2025 includes consultant's and specialist honorarium amounting to ' 0.54 millions (31 March 2024: ' 0.42 millions) and salaries of employees amounting to ' 30.16 millions (31 March 2024: ' 9.47 millions).
54 Scheme of Amalagmation
The Board of Directors of the Company (“Board”) at its meeting held on 21 March 2024, had approved the Scheme of amalgamation ("the Scheme”) of Medanta Holdings Private Limited (wholly- owned subsidiary) with the Company, subject to all the necessary statutory / regulatory approvals. The Scheme has been approved by the Hon'ble National Company Law Tribunal (‘NCLT’) vide Order dated 20 February 2025 with appointed date being 01 April 2024. The Scheme became effective on 01 March 2025 upon filing of the certified true copy of the Order with the Registrar of Companies, NCLT of Delhi & Haryana with effect from appointed date. Accordingly, the Company has accounted for the business combination transaction in accordance the accounting treatment prescribed by the Scheme which is consistent with the principles of Appendix C of Ind AS 103 'Business Combinations under Common Control'. Pursuant to above, the comparative financial information of the Company in respect of the prior periods have been restated as if the aforesaid business combination had occurred from the beginning of the preceding period, irrespective of the actual date of the combination. The impact of the amalgamation on the previous periods are as under:
55 The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules, 2021 requiring companies, which uses accounting software for maintaining its books of account, shall use only such accounting software which has a feature of recording audit trail of each and every transaction, creating an edit log of each change made in the books of account along with the date when such changes were made and ensuring that the audit trail cannot be disabled. The Company has used accounting software for maintaining its books of account which has a feature of audit trail (edit log) facility and the same was enabled at the application level. During the year ended 31 March 2025, the Company has not enabled the feature of recording audit trail (edit log) at the database level for the said accounting software to log any direct data changes. On account of recommendation in the accounting software administration guide which states that enabling the same all the time consume storage space on the disk and can impact database performance significantly, therefore, the same is not enabled.
56 Disclosure required under section 186(4) of the Companies Act, 2013
Particulars of loans given and investment made as required by sub-section (4) of Section 186 of the Companies Act, 2013, have been given under following schedules:
Loan schedule, refer note 11
Investment schedule, refer note 10
57 Other statutory information
i The Company does not have any Benami Property, where any proceeding has been initiated or pending against the Company.
ii The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period, except details mentioned below:
iii The Company has not traded or invested in crypto currency or virtual currency during the current year.
iv The Company has not advanced or loaned or invested funds to any person or any entity, 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 a 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.
v The Company has not received any fund from any person or any entity, 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 a or on behalf of the Funding Party (Ultimate Beneficiaries); or
(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
vi The Company does not have any transactions and outstanding balances during the current as well as previous period with Companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
vii The Company has not entered into any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the period 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 is not 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 entered into any scheme of arrangement during the current period, refer note 54.
xi The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current period.
58 a) During the year ended 31 March 2025, the Company has acquired land parcel, on lease basis, situated
at Mauje-Oshiwara, Jogeshwari, Mumbai, offered by Mumbai Housing and Area Development Authority (MHADA).
b) During the year ended 31 March 2025, the Company has executed definitive agreement with Dr. Narayan Dutt Shrimali Foundation International Charitable Trust Society (Society) to operate and manage~750 bedded super speciality hospital in Pitampura, New Delhi.
c) During the year ended 31 March 2025, the Company has entered into long term lease deed for taking up constructed hospital with approximately bed capacity of 110 beds at Ranchi.
59 Subsequent events
a. The Company received an offer from Assam Electricity Grid Corporation Limited (AEGCL), Government of Assam to acquire land parcel Guwahati, Assam for the purpose of setting up a super speciality hospital thereat. The Board of Directors of the Company has also approved the purchase of land parcel and accordingly on 30 April 2025, the Company signed an agreement with AEGCL.
b. The Board of Directors of the Company has recommended final dividend of ' 0.50/- per equity share of face value ' 2/- each for the financial year ended 31 March 2025 subject to the approval of shareholders.
The accompanying notes form an integral part of the standalone financial statements
As per our report of even date attached
For Walker Chandiok & Co LLP For and on behalf of the Board of Directors of
Chartered Accountants Global Health Limited
Firm's Registration No.: 001076N/N500013
Tarun Gupta Dr. Naresh Trehan Pankaj Sahni
Partner Chairman and Managing Director Group Chief Executive Officer and Director
Membership No.: 507892 [DIN:00012148] [DIN:07132999]
Yogesh Kumar Gupta Rahul Ranjan
Chief Financial Officer Company Secretary
Place: Gurugram Place: Gurugram Place: Gurugram
Date: 15 May 2025 Date: 15 May 2025 Date: 15 May 2025
|