(l) Provisions (other than employee benefits)
Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of a
past event, it is probable that the Company will be required
to settle the obligation, and a reliable estimate can be made
of the amount of the obligation.
The amount recognised as a provision is the best estimate
of the consideration required to settle the present obligation
at the end of the reporting period, taking into account the
risks and uncertainties surrounding the obligation. When
a provision is measured using the cash flows estimated
to settle the present obligation, its carrying amount is the
present value of those cash flows (when the effect of the
time value of money is material).
Onerous contracts
A contract is considered to be onerous when the expected
economic benefits to be derived by the Company from
the contract are lower than the unavoidable cost of
meeting its obligations under the contract. The provision
for an onerous contract is measured at the present value
of the lower of the expected cost of terminating the
contract and the expected net cost of continuing with the
contract. Before such a provision is made, the Company
recognises any impairment loss on the assets associated
with that contract.
(m) Financial instruments
a. Recognition and initial measurement
Trade receivables and debt securities issued are
initially recognised when they are originated. All other
financial assets and financial liabilities are initially
recognised when the Company becomes a party to
the contractual provisions of the instrument.
A financial asset (except trade receivable) or financial
liability is initially measured at fair value plus / minus,
for an item not at fair value through profit and loss
(FVTPL), transaction costs that are directly attributable
to its acquisition or issue. A trade receivable is initially
measured at the transaction price.
b. Classification and subsequent measurement
Financial assets
On initial recognition, a financial asset is
classified as measured at
- amortised cost;
- FVTPL
Financial assets are not reclassified subsequent to
their initial recognition, except if and in the period the
Company changes its business model for managing
financial assets.
A financial asset is measured at amortised cost if
it meets both of the following conditions and is not
designated as at FVTPL:
- the asset is held within a business model whose
objective is to hold assets to collect contractual
cash flows; and
- the contractual terms of the financial asset give
rise on specified dates to cash flows that are
solely payments of principal and interest on the
principal amount outstanding.
All financial assets not classified as measured at
amortised cost as described above are measured
at FVTPL. On initial recognition, the Company may
irrevocably designate a financial asset that otherwise
meets the requirements to be measured at amortised
cost at FVTPL if doing so eliminates or significantly
reduces an accounting mismatch that would
otherwise arise.
Financial assets: Business model assessment
The Company makes an assessment of the objective
of the business model in which a financial asset is held
at a portfolio level because this best reflects the way
the business is managed and information is provided
to management. The information considered includes
the stated policies and objectives for the portfolio
and the operation of those policies in practice. These
include whether management’s strategy focuses on
earning contractual interest income, maintaining a
particular interest rate profile, matching the duration
of the financial assets to the duration of any related
liabilities or expected cash outflows or realising cash
flows through the sale of the assets;
- how the performance of the portfolio is evaluated
and reported to the Company's management;
- the risks that affect the performance of the
business model (and the financial assets held
within that business model) and how those
risks are managed;
- how managers of the business are compensated
- e.g. whether compensation is based on the fair
value of the assets managed or the contractual
cash flows collected; and
- the frequency, volume and timing of sales of
financial assets in prior periods, the reasons
for such sales and expectations about future
sales activity.
Transfers of financial assets to third parties in
transactions that do not qualify for derecognition are
not considered sales for this purpose, consistent with
the Company’s continuing recognition of the assets.
Financial assets that are held for trading or are
managed and whose performance is evaluated on a
fair value basis are measured at FVTPL.
Financial assets: Assessment whether contractual
cash flows are solely payments of principal and
interest
For the purposes of this assessment, ‘principal’ is
defined as the fair value of the financial asset on initial
recognition. ‘Interest’ is defined as consideration
for the time value of money and for the credit risk
associated with the principal amount outstanding
during a particular period of time and for other
basic lending risks and costs (e.g. liquidity risk and
administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows
are solely payments of principal and interest, the
Company considers the contractual terms of the
instrument. This includes assessing whether the
financial asset contains a contractual term that could
change the timing or amount of contractual cash
flows such that it would not meet this condition. In
making this assessment, the Company considers:
- contingent events that would change the
amount or timing of cash flows;
- terms that may adjust the contractual coupon
rate, including variable interest rate features;
- prepayment and extension features; and
- terms that limit the Company’s claim to
cash flows from specified assets (e.g. non¬
recourse features).
A prepayment feature is consistent with the solely
payments of principal and interest criterion if the
prepayment amount substantially represents unpaid
amounts of principal and interest on the principal
amount outstanding, which may include reasonable
additional compensation for early termination of
the contract. Additionally, for a financial asset
acquired at a significant discount or premium to its
contractual par amount, a feature that permits or
requires prepayment at an amount that substantially
represents the contractual par amount plus accrued
(but unpaid) contractual interest (which may also
include reasonable additional compensation for
early termination) is treated as consistent with this
criterion if the fair value of the prepayment feature is
insignificant at initial recognition.
Financial liabilities: Classification, subsequent
measurement and gains and losses
Financial liabilities are classified as measured at
amortised cost or FVTPL. A financial liability is
classified as at FVTPL if it is classified as held- for-
trading, or it is a derivative or it is designated as such
on initial recognition. Financial liabilities at FVTPL
are measured at fair value and net gains and losses,
including any interest expense, are recognised in the
statement of profit and loss. Other financial liabilities
are subsequently measured at amortised cost using
the effective interest method. Interest expense and
foreign exchange gains and losses are recognised in
the statement of profit and loss. Any gain or loss on
derecognition is also recognised in the statement of
profit and loss.
c. Derecognition
Financial assets
The Company derecognises a financial asset when
the contractual rights to the cash flows from the
financial asset expire, or it transfers the rights to
receive the contractual cash flows in a transaction
in which substantially all of the risks and rewards of
ownership of the financial asset are transferred or
in which the Company neither transfers nor retains
substantially all of the risks and rewards of ownership
and does not retain control of the financial asset.
If the Company enters into transactions whereby it
transfers assets recognised on its balance sheet, but
retains either all or substantially all of the risks and
rewards of the transferred assets, the transferred
assets are not derecognised.
Financial liabilities
The Company derecognises a financial liability
when its contractual obligations are discharged or
cancelled, or expire.
The Company also derecognises a financial liability
when its terms are modified and the cash flows under
the modified terms are substantially different. In this
case, a new financial liability based on the modified
terms is recognised at fair value. The difference
between the carrying amount of the financial liability
extinguished and the new financial liability with
modified terms is recognised in the statement of
profit and loss.
d. Offsetting
Financial assets and financial liabilities are offset and
the net amount presented in the balance sheet when,
and only when, the Company currently has a legally
enforceable right to set off the amounts and it intends
either to settle them on a net basis or to realise the
asset and settle the liability simultaneously.
(n) Impairment
(i) Financial assets (other than at fair value)
The Company assesses at each date of balance
sheet, whether a financial asset or a group of financial
assets is impaired. Ind AS 109 - Financial Instruments
requires expected credit losses to be measured
though a loss allowance. The Company recognises
lifetime expected losses for all contract assets and / or
all trade receivables that do not constitute a financing
transaction. For all other financial assets, expected
credit losses are measured at an amount equal to
the twelve-month expected credit losses or at an
amount equal to the life time expected credit losses
if the credit risk on the financial asset has increased
significantly, since initial recognition.
Allowance for credit losses on receivables
The Company determines the allowance for credit
losses based on historical loss experience adjusted
to reflect current and estimated future economic
conditions. The Company considered current and
anticipated future economic conditions relating to
industries the Company deals with and the countries
where it operates.
(ii) Non-financial assets
Tangible and Intangible assets
Property, plant and equipment, capital work-in¬
progress and intangible assets with finite life are
evaluated for recoverability whenever there is an
indication that their carrying amounts may not
be recoverable. If any such indication exists, the
recoverable amount (i.e. higher of the fair value less
cost to sell and the value-in-use) is determined on
an individual asset basis unless the asset does not
generate cash flows that are largely independent of
those from other assets. In such cases, the recoverable
amount is determined for cash generating unit (CGU)
to which the asset belongs.
If the recoverable amount of an asset (or CGU) is
estimated to be less than its carrying amount, the
carrying amount of the asset (or CGU) is reduced to it's
recoverable amount. An impairment loss is recognised
in the statement of profit and loss. In respect of
assets other than Goodwill for which impairment loss
has been recognised in prior periods, the Company
reviews at each reporting date whether there is any
indication that the loss has decreased or no longer
exists. An impairment loss is reversed if there has
been a change in the estimates used to determine the
recoverable amount. Such a reversal is made only to
the extent that the asset’s carrying amount does not
exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
(o) Earnings / loss per share (EPS)
Basic earnings / loss per share are computed by dividing
profit attributable to equity shareholders of the Group by
the weighted average number of equity shares outstanding
during the year. The weighted average number of equity
shares outstanding during the year is adjusted for bonus
element in a rights issue to existing shareholders. Diluted
earnings per share is computed using the weighted-
average number of equity and dilutive equivalent shares
outstanding during the period, using the treasury stock
method for options and warrants, except where the results
would be anti-dilutive.
(p) Contingent liabilities
A contingent liability is a possible obligation that arises
from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain
future events beyond the control of the Company or a
present obligation that is not recognized because it is not
probable that an outflow of resources will be required to
settle the obligation. A contingent liability also arises in
extremely rare cases where there is a liability that cannot
be recognized because it cannot be measured reliably.
The Company does not recognize a contingent liability
but discloses its existence in the standalone financial
statements unless the possibility of an outflow of resources
embodying economic benefits is remote.
Contingent liabilities and commitments are reviewed by
the management at each balance sheet date.
(q) 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. The cash flows from operating, investing and
financing activities of the Company are segregate. Bank
overdrafts and investment in liquid mutual funds are
classified as cash and cash equivalents for the purpose of
cash flow statement, as they form an integral part of an
entity's cash management.
(r) Cash and cash equivalents
Cash and cash equivalents include cash in hand, demand
deposits with banks and other short-term highly liquid
investments with original maturities of three months or less.
For the purpose of cash flow statement, cash and cash
equivalent includes cash in hand, in banks, demand deposits
with banks and other short-term highly liquid investments
with original maturities of three months or less, net of
outstanding bank overdrafts that are repayable on demand
and are considered part of the cash management system.
(s) Investment in subsidiaries and joint ventures
(i) Initial recognition
The acquired investment in subsidiaries and joint
ventures are measured at acquitions date fair value
(ii) Subsequent measurement
Investment in equity shares of subsidiaries and joint
ventures are accounted either;
(a) at cost, or
(b) in accordance with IND AS 109,
financial instruments
The Company has elected to account its subsidiaries
and joint ventures at cost less accumulated
impairment losses, if any.
(t) Investment classified as held for sale
An investment in a subsidiary carried at cost less provision
for diminution in value under Ind AS 27, Separate Financial
Statements, is classified as held for sale when the Company
is committed to a plan to sell the investment and the sale is
considered highly probable to be completed within twelve
months from the date of classification. On classification as
held for sale, the investment is measured at the lower of its
carrying amount and fair value less costs to sell. Any write¬
down to fair value less costs to sell is recognised as an
impairment loss in the standalone statement of profit and
loss. A subsequent increase in fair value less costs to sell
is recognised as a gain, but not in excess of the cumulative
impairment loss previously recognised.
An investment classified as held for sale is presented
separately from other investments in the balance sheet
under current assets.
(u) Segment reporting
An operating segment is a component of the Company
that engages in business activities from which it may
earn revenues and incur expenses and for which discrete
financial information is available. Operating segments are
reported in a manner consistent with the internal reporting
provided to the chief operating decision maker. The Board
of Directors of the Company is responsible for allocating
resources and assessing performance of the operating
segments and accordingly is identified as the Chief
Operating Decision Maker (CODM). The CODM evaluates
the Company's performance and allocates resources
on overall basis.
(v) Business combinations
In accordance with Ind AS 103, ""Business combinations""
the Company accounts for acquisitions of businesses using
the acquisition method. The consideration transferred for
the business combination is generally measured at fair
value as at the date the net identifiable assets are acquired.
Purchase consideration paid in excess of fair value of net
identifiable assets acquired is recognised as goodwill. Any
goodwill that arises is tested annually for impairment.
Any gain on a bargain purchase is recognised in OCI and
accumulated in equity as capital reserve if there exists
clear evidence of the underlying reasons for classifying the
business combination as resulting in a bargain purchase;
otherwise the gain is recognised directly in equity as
capital reserve. Transaction costs are expensed as
incurred, except to the extent related to the issue of debt
or equity securities.
The consideration transferred does not include amounts
related to the settlement of pre-existing relationships
with the acquiree.
Any contingent consideration is measured at fair value at
the date of acquisition. If an obligation to pay contingent
consideration that meets the definition of financial
instrument is classified as equity, then its not remeasured
subsequently and settlement is accounted for within
equity. Other contingent consideration is remeasured at
fair value at each reporting date and changes in the fair
value of the contingent consideration are recognised in the
statement of profit and loss.
Business combination under common control
The Company has followed the guidance given under
Appendix C of Ind AS 103 (Business combination of
entities under common control), while preparing these
standalone financial statements.
Business combination involving common control is
accounted by using pooling of interest method. The pooling
of interest method is considered to involve the following:
(i) The assets and liabilities of the combining entities are
reflected at their carrying amounts.
(ii) No adjustments are made to reflect fair values,
or recognise any new assets or liabilities. The
only adjustments that are made are to harmonise
accounting policies.
(iii) The financial information in the financial statements in
respect of prior periods is restated as if the business
combination had occurred from the beginning of
the preceding period in the financial statements,
irrespective of the actual date of the combination. In
this financial statement, the effect of transactions,
when the entities are under common control, prior to
the appointed date has been adjusted in the ‘other
equity’. The identity of the reserves in the transferor
companies has been maintained in the transferee
Company. The difference, if any, between the amount
recorded as share capital issued plus any additional
consideration in the form of cash or other assets
and the amount of share capital of the transferor
is transferred to capital reserve and is presented
separately from other capital reserves with disclosure
of its nature and purpose in the notes.
(w) Exceptional items
Exceptional items refer to items of income or expense
within the standalone statement of profit and loss from
ordinary activities which are non-recurring and are of such
size, nature or incidence that their separate disclosure
is considered necessary to explain the performance
of the Company.
4 Changes in material accounting policies
Classification of liabilities as Current or Non-current
and Non-current Liabilities with Covenants:
The Company has adopted Classification of Liabilities as
Current or Non-current (Amendments to Ind AS 1) and
non-current Liabilities with Covenants (Amendments to
Ind AS 1) from 1 April 2025. These amendments apply
retrospectively and clarify the criteria for determining
whether a liability should be classified as current or non¬
current. They also introduce new disclosure requirements
for non-current loan liabilities that are subject to covenants
within 12 months after the reporting period. The Company
has reviewed the amendments and based on its evaluation
has determined that there is no impact on its classification
of current and non-current liabilities.
Standards / Specific amendments issued but not yet
effective:
Ind AS 1 - Presentation of Financial Statements: For
accounting periods beginning on or after 1 April 2026,
when an entity breaches any covenant of a long-term
loan arrangement on or before the end of the reporting
period with the effect that the liability becomes payable
on demand, it classifies the liability as current, even if
the lender agreed, after the reporting period and before
the approval of the financial statements for issue, not to
demand payment as a consequence of the breach. An
entity classifies the liability as current because, at the
end of the reporting period, it does not have the right to
defer its settlement for at least 12 months after that date.
However, an entity classifies the liability as non-current
if the lender agreed by the end of the reporting period to
provide a period of grace ending at least 12 months after
the reporting period, within which the entity can rectify
the breach and during which the lender cannot demand
immediate repayment. This amendment is to be applied
retrospectively for annual reporting periods beginning
on or after 1 April 2026, in accordance with Ind AS 8,
Accounting Policies, ounting Estimates and Errors.
5 Property, plant and equipment and capital work-in-progress (Contd..)
5.1 Additions include:
- Directly attributable expenses capitalised of Rs. 178.63 million (31 March 25: 143.89 million) in capital work-in progress.
Total borrowing cost capitalised (included in directly attributable expenses) is Rs. 99.63 million (31 March 25: Rs 80.46
million) relating to Lease Liability using a capitalisation rate of 10%.
- Government grant recognised at fair value as per Ind AS 20, accounting for government grants and disclosure of
government assistance (refer note 20).
- Acquisition of plant and medical equipment through deferred payment settlement scheme is Rs. Nil (31 March 2025: Rs.
94.84 million).
In respect of lease of immovable properties where the Company is the lessee, the lease agreements are duly executed in favour
of the Company as at 31 March 2026 and 31 March 2025.
Commitments for leases not yet commenced: The Company has committed to lease hospital building for its upcoming projects.
The potential future lease payments (on undiscounted basis) for such leases: Rs. 239.85 million over a lease period in the range
of 9 years (as at 31 March 2025: Rs. 239.85 million over a lease period in the range of 9 years).
6.2 Leases as lessor
Finance lease arrangements with subsidiaries
During the earlier year, the Company sub-leased hospital buildings and medical equipments to its subsidiary HCG Kolkata
Ccancer Care LLP (Formerly known as HCG EKO Oncology LLP). The term of lease entered into is 10 years. The Company
recognised interest income of Rs. 39.79 million (for the previous year ended 31 March 2025 Rs 41.11 million) on lease receivables
from this sub-lease.
8 Investments (Contd..)
8.1 During the previous year ended 31 March 2025, pursuant to the Share Purchase Agreement dated 28 June 2024 with Vizag Hospital
And Cancer Research Centre Private Limited (VHCRPL) and its shareholders, the Company had acquired 51% equity shares of VHCRPL
on 01 October 2024 for a consideration of Rs. 2,063.20 million and acquired control of VHCRPL from 02 October 2024. Further, as
per the terms of the agreement, the Company had committed to acquire an additional 34% of equity share capital of VHCRPL for a
consideration of Rs. 1,540 million (approx.) payable within 18 months from the date of first closing (i.e 01 October 2024). During the
current year, vide an amendment agreement dated 29 March 2026, the parties agreed to extend this timeline by 3 weeks to 22 April
2026. Subsequent to the year-end, on 13 April 2026, the Company completed the acquisition of this additional 34% equity stake for a
consideration of Rs. 1,545.02 million. The consideration for the balance 15% of equity share capital will be determined as per the terms
of the shareholders' agreement. As at 31 March 2026, both these arrangements i.e. 34% and 15% of equity shares continue to be
accounted as 'Derivatives' and measured at fair value through the statement of profit and loss (Refer Note 19).
The Company had incurred Rs. 25.90 million towards legal and professional fees in respect of this business acquisition during
the previous year, which was charged off in the statement of profit and loss as other expenses.
8.2 The Board of Directors, at its meeting held on 12 November 2025, approved an additional investment of up to Rs. 70 million (or
equivalent USD) in the equity shares of Cancer Care Kenya Limited, a step-down subsidiary of the Company. Accordingly, the
Company has made an investment of Rs. 69.52 million based on the fair value of the shares as determined by an independent
valuer and the related shares were allotted.
8.3 During the previous year ended 31 March 2025, the Company had entered into an Amended and Restated Shareholders’
Agreement (‘Restated SHA’) on 14 February 2025 with Aastha Oncology Private Limited (‘AOPL’) and HCG Medi-Surge
Hospitals Private Limited (‘Subsidiary’). The Restated SHA superseded the shareholders’ agreement dated 28 March 2012
entered into by and between the Company, AOPL and the Subsidiary. The Restated SHA recorded the revised terms and
conditions governing the management and governance of the Subsidiary, and the inter se rights and obligations between the
Company and AOPL in respect of the Subsidiary. The Restated SHA also revised the terms of exit and the underlying Put Option
with AOPL. Pursuant to this amendment the Company has the option to settle put option granted to AOPL at its sole discretion
either by payment of equivalent cash or through the grant of the equity shares of the Company, at fair value.
In March 2026, the management committed to a plan to divest of the Company's entire equity interest in BACC Healthcare Private
Limited ("Milann" or "BACC"), a wholly owned subsidiary engaged in the management of infertility treatment hospitals. Pursuant
to the investor outreach process, non-binding offers were received from potential investors. The sale is expected to be completed
within twelve months from the date of classification as held for sale. Accordingly, the Company's investment in BACC, which was
previously carried at cost less provision for diminution in value of investment, has been reclassified as an "Investments classified as
held for sale".
On classification as held for sale, the investment has been measured at the lower of its carrying amount and fair value less costs to sell.
The fair value less cost to sell has been estimated based on expected transaction price (Level 3 input under Ind AS 113) of Rs. 363.13
million adjusted to transaction costs to be incurred Rs. 40.45 million. Accordingly, an impairment loss of Rs. 375.26 million has been
recognised in exceptional items in the Standalone Statement of Profit and Loss for the year ended 31 March 2026. Refer note 31.
Subsequent event: Subsequent to the balance sheet date, based on the recommendation of the Audit Committee, the Board of
Directors at its meeting held on 19 May 2026, approved the divestment by way of sale of the Company's entire equity interest in
BACC to Inviga Healthcare Fund I and its nominee, a related party, for a consideration of Rs. 376.44 million, subject to working
capital adjustments and customary closing conditions. Of the agreed consideration, Rs. 282.33 million will be payable upfront and
the balance Rs. 94.11 million will be payable within 18 months from the date of sale. This being a transaction with related party, the
Audit Committee has accorded its approval to the transaction in terms of Section 177 of the Companies Act, 2013 and Regulation
23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16.2 Rights, preferences and restrictions attached to equity shares
Fully paid equity shares, which have a par value of Rs.10, carry one vote per share and carry a right to dividends. The Company
has only one class of equity share having a par value of Rs.10/- each. Holder of equity shares is entitled to one vote per share. In
the event of liquidation of the Company, the holders of the equity shares will be entitled to receive any of the remaining assets
of the Company, after distribution of all preferential amount. The distribution will be in proportion to number of equity shares
held by the shareholders.
Note (i): During the previous year ended 31 March 2025, the Board of Directors of the Company had approved a Share Purchase
Agreement (""SPA"") dated 23 February 2025 between Aceso Company Pte. Ltd. (""Seller""), Hector Asia Holdings II Pte. Ltd.
(""Purchaser 1"") and KIA EBT II Scheme 1 (""Purchaser 2"") (Purchaser 1 and Purchaser 2 collectively, the ""Purchasers"") and
the Company, for the sale of up to 54% of the diluted voting share capital of the Company from the Seller to the Purchasers.
Hector Asia Holdings II Pte. Ltd. is an affiliate of funds, vehicles and/or entities managed and/or advised by Kohlberg Kravis
Roberts & Co. L.P., which is an indirect subsidiary of KKR & Co. Inc.
Pursuant to the SPA, the Purchasers agreed to purchase from the Seller, the equity shares of the Company held by the Seller
equivalent to up to 54.00% of the diluted voting share capital of the Company. On 30 May 2025, the Purchasers acquired
51.59% of the diluted voting share capital of the Company at a price of Rs. 445 per share, thereby resulting in a change in
control of the Company.
Pursuant to the aforesaid transaction, the Seller was reclassified from the 'Promoter' category to the 'Public' category, and
Purchaser 1 and Purchaser 2 were classified as 'Promoter' and 'Promoter Group', respectively, of the Company in accordance
with Regulation 31A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, with effect from 30 May 2025.
Note: The Company imports medical equipments under Export Promotion Capital Goods (EPCG) scheme. Under the Scheme, as
the Company expects to meet the specified criteria, it is exempt from paying customs duty on imports which is recognised as a
government grant. Fair value of the government grant is capitalised along with the equipment. Deferred income is amortised over
the useful life of the equipment it has been procured. Additional deferred government grant recognised during the year ended 31
March 2026 is Rs. 58.77 million (31 March 2025: 125.94 million). Government grant income recognised during the year is Rs. 59.27
million (31 March 2025: Rs. 39.68 million). As at 31 March 2026 and 31 March 2025, for certain licenses there is unfulfilled condition
with respect to government grant availed (refer note 33). The Company basis its assessment, expects that it will be able to meet its
export obligations.
(i) Provision for diminution in value of investments / reversal:
(a) HCG Kolkata Cancer Care LLP (formerly HCG EKO Oncology LLP): During the year ended 31 March 2026, the recoverable
amount of the Company's investment in HCG Kolkata Cancer Care LLP (formerly HCG EKO Oncology LLP), a wholly-
owned subsidiary, was estimated to be lower than its carrying value, having regard to the subsidiary's continued losses,
negative net worth and stressed liquidity position. Accordingly, an additional impairment of Rs. 300.00 million has been
recognised during the year and disclosed under ""Exceptional items"" in the Statement of Profit and Loss. As at 31 March
2026, the Company's aggregate investment in HCG Kolkata Cancer Care LLP amounts to Rs. 1,315.70 million, against
which the cumulative provision for impairment is Rs. 612.00 million.
(b) HCG Manavata Oncology LLP: In earlier years, the Company had recognised an impairment of Rs. 200 million against its
investment in HCG Manavata Oncology LLP, a subsidiary, on account of the then-existing operating losses. During the
year ended 31 March 2026, the management reassessed the recoverable amount of the said investment based on the
sustained improvement in the subsidiary's operating performance and concluded that the conditions which had earlier led
to the impairment no longer exist. Accordingly, the Company has reversed impairment of Rs. 200.00 million during the
year. The said reversal has been disclosed under ""Exceptional items"" in the Statement of Profit and Loss. As at 31 March
2026, the Company's aggregate investment in HCG Manavata Oncology LLP amounts to Rs. 571.47 million, against which
the cumulative provision for impairment carried in the books is Rs. Nil.
(c) HCG NCHRI Oncology LLP: During the previous year ended 31 March 2025, the recoverable amount of the Company's
investment in HCG NCHRI Oncology LLP, a wholly-owned subsidiary, was estimated to be lower than its carrying value,
resulting in an impairment of Rs. 348.21 million. As at 31 March 2025, the Company's aggregate investment in HCG
NCHRI Oncology LLP amounted to Rs. 663.40 million, against which the cumulative provision for impairment was Rs.
550.47 million. There has been no change in the said impairment assessment during the year ended 31 March 2026.
(ii) Impact of new labour codes:
On November 21, 2025, the Government of India notified the four Labour Codes - the Code on Wages, 2019, the Industrial
Relations Code, 2020, the Code on Social Security, 2020, and the Occupational Safety, Health and Working Conditions Code,
2020 - consolidating 29 existing labour laws. The Ministry of Labour & Employment published draft Central Rules and FAQs
to enable assessment of the financial impact due to changes in regulations. The Company has assessed and disclosed the
incremental impact of these changes on the basis of legal advice obtained and the best information available, consistent with the
guidance provided by the Institute of Chartered Accountants of India. Considering the materiality and regulatory-driven, non¬
recurring nature of this impact, the Company has presented such incremental impact as “Exceptional Items”. The incremental
impact consisting of gratuity of Rs 64 million and compensated absences of Rs 14.58 million primarily arises due to change
in wage definition. The Compnay will continue to monitor the finalisation of Central / State Rules and clarifications from the
Governments on the other aspects of the Labour Code and would provide appropriate accounting effect on the basis of such
developments as needed
Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if
any, in respect of the above as it is determinable only on receipt of judgements/decisions pending with various forums/authorities.
Notes:
(i) (a) Excise Commissionerate-III, Bengaluru has passed Order against the Company adjudicating that the product Fluro-deoxy-
glucose ('FDG') is excisable and levied excise duty for the period under scrutiny from April 2009 to March 2014 of Rs. 6.80
million, interest on duty amount, penalty of Rs. 6.80 million, redemption fine of Rs.0.6 million in lieu of confiscation of goods
not available. The order also imposed a penalty of Rs. 1 million on Dr. B.S.Ajaikumar, Executive Chairman of the Company.
The Company has filed an appeal before CESTAT by paying Central Excise Duty of Rs.0.6 million and is positive of winning
the case on the ground that FDG is not excisable as there is no specific entry in the Central Excise Tariff Act 1985. Further,
even if it is excisable the same has to be classified under Chapter 30 which attracts excise duty at 6% and valuation of
captively consumed FDG will reduce the demand.
(i) (b) Additional Commissionerate of Central Excise, Chennai, has passed the Order confirming the excisability on sale of FDG
for the period March 2013 to June 2015 levying excise duty of Rs. 6.57 million, interest on duty amount and penalty of Rs.
6.57 million. The Company is positive of winning the case on the ground that FDG is not excisable as there is no specific
entry in the Central Excise Tariff Act 1985. Further, even if it is excisable the same has to be classified under Chapter 30
which attracts excise duty at 6% and valuation of captively consumed FDG will reduce the demand.
(ii) (a) HealthCare Global Vijay Oncology Private Limited which got merged with HCG effective from April 1, 2015, has undergone
Departmental VAT audit for the period from 2011-12 to 2014-15 and noted that the Company has not charged & paid
VAT on supply of food to patients and raised a AP-VAT demand of Rs. 2 million. Further, the Deputy Commercial Tax
Officer, Vijayawada has passed the Penalty Order for Rs. 0.5 million against the above AP-VAT Audit Order. The Company
has filed an writ petition before Andhra Pradesh High Court by paying Rs.0.4 million VAT amount to department.
The Company is positive of winning the case on the ground that various High Courts in India have ruled that the supply of
food to patient is pursuant to provision of medical service and is not a sale of goods.
(ii) (b) Healthcare Global Enterprises Limited assessment for Karnataka Value Added Tax (VAT) has been done for FY 2013-14 to
FY 2016-17 wherein demand of Rs. 33.02 million has been raised. The demand has mainly arisen on account of differential
rate of tax on canteen income, denial of input credit, wrongly taxing other income and ignoring the details of sales / sales
returns. The entire demand has been recovered from the Company. Presently, appeals for FY 2015-16 and FY 2016-17
are pending before Joint Commissioner, Department of Commercial Taxes.
With respect to FY 2013-14 and 2014-15, the appeal filed by the Company before Karnataka Appellate Tribunal ('KVAT
Tribunal') was dismissed ex-parte by the KVAT Tribunal due to non-appearance of the Company's counsel, vide Order
dated 14 July 2022. However, the Company could not be present on the date of hearing nor make any representation as
both the Company and its Counsel did not receive any intimation regarding the hearing. Subsequently in December 2022,
the Company has filed an application before the KVAT Tribunal for restoration of the appeal. KVAT Tribunal vide order
dated 03 April 2023 allowed the application and restored the appeal to its original form.
The Company believes that the VAT demand will be dropped and there would be no adverse impact in the financial statements.
(ii) (c) Gujarat Value Added Tax (VAT) assessment has been closed for FY 2014-15, FY 2015-16 and FY 2016-17 wherein
demand of Rs. 7.84 Million, Rs. 3.58 million and Rs. 1.52 million have been raised. The Company being aggrieved, has filed
an appeal for the above years on the ground that Sales Tax is not applicable on IP sales and there is no mismatch in ITC
taken by the Company. The Company has paid Rs. 1.30 million as pre-deposit against these orders. Currently, the appeal
against the order is pending before the Deputy Commissioner of State Tax.
(iii) The Company’s assessment for Central Sales Tax (CST) was done for FY 2014-15, FY 2015-16 and FY 2016-17 wherein
demand of Rs. 9.46 million was raised. The demand has mainly arisen on account of non-submission of ‘F’ Forms before the
AO. Though, demand has arisen, it is to be noted that the transactions has been reported correctly and it is mere a procedural
challenge leading to the demand. Entire demand has been recovered from the Company. Currently, the cases are pending
before the Deputy Commissioner of Commercial Taxes. The Company does not expect any adverse impact on the standalone
financial statements.
(iv) The Company has availed benefit of custom duties on import of capital goods through Export Promotion and Capital Goods
(EPCG) licenses against export obligations to be fulfilled within stipulated time period as per Foreign Trade Policy. Should
the Company not be able to fulfill its export obligations within the stipulated time period, it will be liable to pay the duty
benefit availed, along with other levies, if applicable, which may be levied on evaluation of facts and circumstances by the
respective authorities.
(v) Possible claim against the Company relate to disallowance of expenditure relating to capital projects which have been
abandoned. Having regard to various judicial decisions on the similar matters, the management including its tax advisors expect
that its position will likely be upheld on ultimate resolution. Further, against few other allowances / disallowances, there could
be possible claims which management does not expect to be material.
(vi) The Payment of Bonus (Amendment) Act, 2015 (hereinafter referred to as the Amendment Act, 2015) has been enacted on
31 December 2015, according to which the eligibility criteria of salary or wages has been increased from Rs.10,000 per month
to Rs.21,000 per month (Section 2(13)) and the ceiling for computation of such salary or wages has been increased from
Rs.3,500 per month to Rs.7,000 per month or the minimum wage for the scheduled employment, as fixed by the appropriate
government, whichever is higher. The reference to scheduled employment has been linked to the provisions of the Minimum
Wages Act, 1948. The Amendment Act, 2015 is effective retrospectively from 1 April 2014. Based on the same, the Company
has computed the bonus for the year ended 31 March 2015 which amounts to Rs.9.98 million.
(vii) (a) The Additional Commissioner of GST & Central Excise, Chennai South Commissionerate, has passed an Order against the
Company confirming GST demand of Rs. 52.18 million (Tamil Nadu: Rs. 44.88 million and Karnataka: Rs. 7.30 million)
and equal amount of penalty and applicable interest, alleging misclassification of Fluoro-deoxy-glucose (""FDG"") under
HSN 3822 (attracting GST at 12%) instead of HSN 2844 (attracting GST at 18%) for the period April 2018 to March
2024. The Company has filed an appeal before the Commissioner (Appeals)-II, Chennai, on the grounds that FDG is a
radiopharmaceutical used in PET imaging and is correctly classifiable under Chapter 30 / 3822 attracting GST at 12%, and
that there is no suppression of facts warranting invocation of extended period. The Compnay does not expect any adverse
impact on the financial statements.
(vii) (b) The Company is involved in other disputes, law suits and other claims including commercial matters which arise from
time to time in the ordinary course of business. The Company believes that there are no such pending matters that are
expected to have any material adverse effect on the financial statements.
(viii) The Company has given letter of support to its subsidiary entities, namely HealthCare Global Senthil-Multi Specialty Hospital
Private Limited, Niruja Product Development and Healthcare Research Private Limited, HCG (Mauritius) Private Limited, HCG
Oncology LLP, HCG Oncology Hospitals LLP (formerly, Apex HCG Oncology Hospitals LLP), BACC HealthCare Private Limited,
HCG NCHRI Oncology LLP, Nagpur Cancer Hospital & Research Institute Private Limited, HCG KOLKATA CANCER CARE
LLP (Formerly known as HCG EKO Oncology LLP), HCG RAJKOT HOSPITALS LLP (Formerly known as HCG Sun Hospitals
LLP), HCG Manavata Oncology LLP and Suchirayu Health Care Solutions Limited. Under the letter of support, the Company is
committed to provide operational and financial assistance as is necessary for the subsidiary entities to enable them to operate
as going concern for a period of at least one year from the reporting date i.e. from 19 May 2026.
(ix) The Hon’ble Supreme Court has, in a recent decision dated 28 February 2019, ruled that special allowance would form part
of wages for computing the Provident Fund (PF) contribution. The Company keeps a close watch on further clarifications and
directions from the respective department based on which suitable action would be initiated, if any.
36 Segment information
Ind AS 108 “aOperating Segment” (“Ind AS 108”) establishes standards for the way that public business enterprises report information
about operating segments and related disclosures about products and services, geographic areas, and major customers. Based on the
"management approach" as defined in Ind AS 108, Operating segments are to be reported in a manner consistent with the internal
reporting provided to the Chief Operating Decision Maker (CODM).The CODM evaluates the Company's performance and allocates
resources on overall basis. The Company’s sole operating segment is therefore ‘Medical and Healthcare Services’. Accordingly, there
are no additional disclosure to be provided under Ind AS 108, other than those already provided in the financial statements.
Geographical information
Geographical information analyses the company's revenue and non-current assets by the Company's country of domicile (i.e. India)
and other countries. In presenting the geographical information, segment revenue has been based on the geographical location of
the customers and segment assets which have been based on the geographical location of the assets.
Geographical information analyses the Company's revenue and non-current assets by the Company's country of domicile (i.e. India)
and other countries. In presenting the geographical information, segment revenue has been presented based on the geographical
location of the customers and segment assets has been presented based on the geographical location of the assets.
37.2 Defined benefit plans
The Company offers gratuity plan for its qualified employees which is payable as per the requirements of Payment of Gratuity
Act, 1972. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on
retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting.
Defined plan asset
Plan assets consist of assets held in a 'long-term benefit fund' for the sole purpose making future benefit payments when they
fall due. Plan assets include qualifying insurance policies and not quoted in the market.
The actual return on plan assets was Rs. 0.09 Million (for the year ended 31 March 2025: Rs. 0.09 Million).
Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary increase
and employee attrition. The sensitivity analyses below have been determined based on reasonably possible changes of the
respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.
Each actuarial assumption made in the measurement of the defined benefit obligation is a source of risk. There are additional
risks which can have an adverse impact on the plan, but are not allowed for in the measurement of the defined benefit obligation,
such as liquidity and counterparty default risks. Some of the most significant risks are listed below.
Discount rate: Variations in discount rate don't affect the level of benefits under the plan. However, it is still a very significant
assumption as it does affect the discount due to time value of money. A fall in discount rate will increase the present value of
the obligation.
Salary increases: Since the plan benefits are linked to final salary, higher than expected salary increases will increase the cost
of benefits under the plan. An increase in the salary escalation assumption will increase the present value of the obligation.
Attrition rates: Deviations in actual attrition experience compared to the attrition assumption will change the level of benefits
and therefore the cost of those benefits. A change in the attrition assumption will also affect the present value of the obligation.
Regulatory risk: Since the minimum benefits under the plan are set by law, there is risk that a change in law could require the
employer to pay higher benefits, increasing the cost as well as the present value of obligation.
38 Share-based payments
A Employee share option plan of the Company
(a) ESOP 2014
Pursuant to the shareholders' approval in the extraordinary general meeting held on 28 March 2014, the Board of Directors
formulated the Scheme titled “Employee Stock Option Scheme 2014"" (ESOP 2014). The ESOP 2014 allows the issue of
options to employees of the Company and its subsidiaries. Each option comprises one underlying equity share.
As per the Scheme, the Remuneration Committee grants the options to the employees deemed eligible. The Exercise
Price shall be a price that is not less than the face value per share per option. Options Granted under ESOP 2014 would
vest not less than one year and not more than five years from the date of Grant of such Options. Vesting of Options
would be a function of continued employment with the Company (passage of time) and achievement of performance
criteria as specified by the Nomination and Remuneration Committee as communicated at the time of grant of options.
The option holders may exercise those options vested within a period as specified which may range upto 10 years from
the date of grant.
Upon ESOP 2021 becoming effective, no further stock option grants will be made under ESOP 2014. However, all the
employee stock options already granted under this Scheme shall be eligible for being vested and exercised as per the
terms of ESOP 2014.
(b) ESOP 2021
Pursuant to the shareholders' approval vide their special resolution passed through postal ballot on 23 May 2021, the
Board of Directors formulated the Scheme titled “Employee Stock Option Scheme 2021"" (ESOP 2021). The ESOP 2021
allows the issue of options to employees of the Company and its subsidiaries. Each option comprises one underlying equity
share. Under the Scheme, a maximum of 6,267,000 Options can be granted.
As per the Scheme, the Nomination and Remuneration Committee (NRC) grants the options to the employees deemed
eligible subject to fulfillment of such eligibility criteria(s) as may be specified in the Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations, 2014 (“SEBI (SBEB) Regulations”) and/or as may be determined
by NRC from time to time. Exercise Price for the purpose of grant of options shall be as decided by the NRC, subject to
a minimum of the face value per share. The vesting of an option would also be subject to the terms and conditions as
may be stipulated by the NRC from time to time including but not limited to performance of the stock of the Company,
performance of the employees, their continued employment with the Company / its subsidiaries, as applicable. The vesting
period shall commence any time after the expiry of one year from the date of the grant of the options to the employee and
shall end over a maximum period of 7 years from the date of the grant of the options. The options could vest in tranches.
The exercise period may commence from the date of vesting and the vested options would be eligible to be exercised on
the vesting date itself or any time after vesting in terms of the ESOP Scheme. The options will lapse if not exercised within
the specified exercise period. The number of stock options and terms of the same made available to employees (including
the vesting period) could vary at the discretion of the NRC.
Employee stock options will be settled by delivery of shares.
Amendment to ESOP 2021 and Cash Settlement
During the year ended 31 March 2025, the Board of Directors of the Company approved an amendment to the ESOP
2021 Scheme at their meeting held on 21 February 2025, which was subsequently approved by the shareholders of
the Company through a postal ballot on 27 April 2025. The amendment became operative during the current year
ended 31 March 2026.
Cash Settlement Arrangement: The amendment provided eligible option holders ("Relevant Option Holders") with an
option to surrender up to a maximum of 1,619,741 employee stock options ("Relevant ESOPs") held by them that had
vested prior to or immediately following the Trade Sale (as defined in the grant letter). In consideration for such surrender,
the Company agreed to provide cash settlement at an amount equal to the lower of:
(i) the per share price at which a shareholder has a right to tender shares in any mandatory public offer prevailing at the
time, less the exercise price of the option; and
(ii) Rs. 495 per share, less the exercise price of the option, in accordance with the terms of the ESOP letters/agreements
entered into between the Company and the Relevant Option Holders.
During the year ended 31 March 2026, the Company accepted the surrender of all 1,619,741 Relevant ESOPs. The total
cash consideration paid by the Company amounted to Rs. 580.80 million, computed at the settlement price of Rs. 495 per
option less the respective exercise price of each option. In accordance with Ind AS 102, this represented a modification
from an equity-settled to a cash-settled share-based payment arrangement. The amount paid in excess of the grant date
fair value of the surrendered options, net of the applicable income tax impact, has been recognised directly in retained
earnings as a transaction with equity holders. Refer note 17.2.
Concurrently, the amendment resulted in accelerated vesting of certain remaining options granted under ESOP 2021 that
were not eligible for cash settlement. Consequently, an accelerated share-based payment expense of Rs. 6.90 million was
recognised under ""Employee benefits expense"" in the Standalone Statement of Profit and Loss during the year ended
31 March 2026, representing the immediate recognition of the unamortised grant-date fair value of such options.
(c) ESOS 2026
The Board of Directors of the Company, at their meeting held on 05 February 2026, based on the recommendation of
the Nomination and Remuneration Committee, approved the introduction and adoption of the "HCG Employee Stock
Option Scheme 2026" ("ESOS 2026") in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021. Under ESOS 2026, the maximum number of equity shares that can be issued is 7,421,455. The
introduction and adoption of ESOS 2026 is subject to the approval of the shareholders of the Company. Accordingly, no
options have been granted under ESOS 2026 as at the balance sheet date.
40 Financial risk management
The Company's principal financial liabilities, comprise loans and borrowings, lease liabilities, trade and other payables. The main
purpose of these financial liabilities is to finance the Company's operations and to provide guarantees to support its operations. The
Company's principal financial assets include loans, trade and other receivables and cash and short-term deposits that derive directly
from its operations.
The Company's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risks which may adversely impact
the fair value of its financial instruments.
(i) Risk management framework
The Company has a risk management policy which covers risks associated with the financial assets and liabilities. The focus
of risk management committee is to assess the unpredictability of the financial environment and to mitigate potential adverse
effects on the financial performance of the Company.
(ii) 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. The Company is exposed to the credit risk from its trade receivables, security deposit, investments,
cash and cash equivalents, bank deposits and loans. The maximum exposure to credit risk is equal to the carrying value of the
financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.
a) Trade and other receivables
Trade receivables are unsecured comprise a widespread customer base. Company assesses the credit quality of the
customer, taking into account its financial position, past experience and other factors. Individual risk limits are set for
patients without medical aid insurance. Services to customers without medical aid insurance are settled in cash or using
major credit cards on discharge date as far as possible. Credit Guarantees insurance is not purchased.
The Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based
on a provision matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward
looking information wherever required. The expected credit loss allowance is based on the ageing of the receivables from
their expected period of recovery and the rates as derived as per the trend of trade receivable ageing of previous years.
b) Investments and cash deposits
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that
have a good credit rating. The Company does not expect any losses from non- performance by these counter-parties, and
does not have any significant concentration of exposures to specific industry sectors.
(iii) Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company
manages its liquidity risk by ensuring, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due.
The Company’s corporate treasury department is responsible for liquidity, funding as well as settlement management. In
addition, processes and policies related to such risks are overseen by senior management. Also refer note 41.
The table below provides details regarding the contractual maturities of significant financial liabilities as at 31 March 2025
and 31 March 2026:
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, such as foreign exchange rates, interest rates and equity prices.
(a) Foreign currency risk
The Company’s exchange risk arises mainly from its foreign currency borrowings. As a result, depreciation of Indian
rupee relative to these foreign currencies will have a significant impact on the financial performance of the Company. The
exchange rate between the Indian rupee and these foreign currencies has changed substantially in recent periods and may
continue to fluctuate substantially in the future.
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily
to the Company’s debt obligations with floating interest rates and investments. Such risks are overseen by the Company's
corporate treasury department as well as senior management.
41 Capital management
The Company manages its capital to ensure that the Company will be able to continue as going concerns while maximising the return
to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Company consists of net debt
(borrowings offset by cash and bank balances) and total equity of the Company.
43 Due to Micro, Small and Medium Enterprises (refer note 22)
The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August 2008 which recommends
that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum
Number as allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises
as at 31 March 2026 and 31 March 2025 have been made in the financial statements based on information received and available
with the Company. Further in view of the management, the impact of interest, if any, that may be payable in accordance with the
provisions of the Micro, Small and Medium Enterprises Development Act, 2006 (‘The MSMED Act’) is not expected to be material.
The Company has not received any claim for interest from any supplier.
D Managerial remuneration
The managerial remuneration for the years ended 31 March 2026 and 31 March 2025 were approved by the Nomination and
Remuneration Committee and the Board of Directors, and is in accordance with the limits prescribed under Section 197 read
with Schedule V to the Companies Act, 2013, considering the approval of the shareholders of the Company obtained through
the special resolution passed on 25 June 2023 in respect of remuneration to Dr. B. S. Ajaikumar, Mr. Meghraj Arvindrao Gore
and Mrs. Anjali Ajaikumar Rossi for the respective period during which they held executive positions during the said years.
Further, the remuneration to Dr. Manish Mattoo as Executive Director and Chief Executive Officer of the Company with effect
from 30 June 2025 was also approved by the shareholders through the special resolution passed through postal ballot on
10 August 2025.
During the year ended 31 March 2026, eligible managerial personnel also surrendered employee stock options held by them
under the ESOP 2021 Scheme (as amended) and received cash settlement thereon. The said cash settlement represents
consideration for surrender of previously granted vested options pursuant to a shareholder-approved scheme amendment dated
27 April 2025 and is not in the nature of remuneration for services rendered during the year. Refer Note 38A for further details.
Pursuant to the change in control of the Company on 30 May 2025 (refer Note 15.3(i)), the employment agreements dated 28
June 2023 with Dr. B. S. Ajaikumar and dated 28 March 2023 with Mrs. Anjali Ajaikumar Rossi stood automatically terminated
on 30 May 2025. The shareholders, through postal ballot dated 9 July 2025, approved the re-designation of Dr. B. S. Ajaikumar
as Non-Executive Director and Non-Executive Chairman of the Board, and Mrs. Anjali Ajaikumar Rossi as Non-Executive
Director, in each case effective 30 May 2025. Separately, by the same postal ballot, the shareholders approved consultancy
agreements with Dr. B. S. Ajaikumar and Mrs. Anjali Ajaikumar Rossi for provision of professional services to the Company and
such consultancy fees do not form part of managerial remuneration under Section 197 of the Companies Act, 2013.
Subsequently, pursuant to a separate postal ballot dated 17 December 2025, the shareholders approved, on the recommendation
of the Audit Committee, the Nomination and Remuneration Committee and the Board of Directors, certain variations to the
consultancy arrangement with Dr. B. S. Ajaikumar, by way of a one-time, non-recurring additional consultancy fee of Rs. 20
million for the financial year 2025-26, in consideration of additional professional services rendered by him beyond the original
scope of the consultancy agreement (including transition support following the change in control, retention of key medical
talent and inputs on Company policies and clinical practices). The said additional fee also does not form part of managerial
remuneration under Section 197 of the Companies Act, 2013.
E Bonus Payment by Aceso Investment Holdings Pte. Ltd.
During the previous year ended 31 March 2025, Aceso Company Pte. Ltd., the erstwhile promoter of the Company, through its
parent Aceso Investment Holdings Pte. Ltd. ('"'AIHPL'"'), proposed making bonus payments directly to certain key managerial
personnel and employees of the Company (""Identified Employees"") without the Company being party to such arrangement,
subject to such conditions as AIHPL may determine at its sole discretion, as consideration for the Identified Employees
performing their duties and enhancement of shareholder value.
The proposed transaction was duly approved by the Board of Directors of the Company at their meeting held on 21 February
2025 and by the shareholders of the Company through a postal ballot on 27 April 2025, pursuant to the provisions of Regulation
26(6) and other relevant provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year ended 31 March 2026, the aforesaid bonus amounting to Rs. 483 million was paid directly by AIHPL to
the Identified Employees on 30 May 2025, after deduction of applicable taxes. Since the Company was not a party to this
arrangement and had no financial obligation in connection therewith, there is no accounting impact in the standalone financial
statements for the year ended 31 March 2026 in respect of this payment.
F All transactions with related parties during the year ended 31 March 2026 have been entered into in the ordinary course of
business and on normal commercial terms and conditions at arm's length price.
During the previous year ended 31 March 2025, all transactions with related parties were at arm's length, except for the
purchase of the oncology hospital business at Nagpur from HCG NCHRI Oncology LLP (refer note 45.1), which was undertaken
at value other than fair value, as approved by the Board of Directors of the Company at its meeting held on 9 November 2024.
45 Business Combinations
45.1 Business Combination under common control
a) During the previous year ended 31 March 2025, the Board of Directors of the Company, at their meeting held on 09
November 2024, approved the transfer of the oncology and hospital business at Nagpur from HCG NCHRI Oncology LLP
(a wholly owned subsidiary) to the Company by way of a slump sale for a purchase consideration of Rs. 188.37 million,
effective 01 December 2024.
HCG NCHRI Oncology LLP was incorporated in September 2014 and had been offering specialised services in
cancer treatment.
As the transaction constituted a business combination under common control, it was accounted for using the pooling of
interests method in accordance with Appendix C of Ind AS 103 - Business Combinations. The assets and liabilities were
recorded at their existing carrying amounts, and the comparative financial statements were restated as if the business
combination had occurred from the beginning of the preceding period (i.e., 01 April 2023).
45.2 a) During the previous year ended 31 March 2025, the Board of Directors, at their meeting held on 09 November 2024,
approved the transfer of the diagnostic business operating under the brand name "Triesta" and the PET-CT & Cyclotron
business located at Chennai from the Company to HCG NCHRI Oncology LLP (a wholly owned subsidiary) by way of a
slump sale for a consideration of Rs. 1,346.09 million, effective 01 December 2024. The net book value of assets and
liabilities transferred amounted to Rs. 1,362.25 million, resulting in a loss on slump sale of Rs. 16.16 million, which was
recognised in the standalone Statement of Profit and Loss during the previous year ended 31 March 2025.
45.3 Pursuant to the Business Transfer Agreements (“BTA”) with SRJ Health Care Private Limited and Amrish Oncology Services
Private Limited, the Company had acquired their comprehensive cancer care centre and Radiation unit / centre in Indore on a
slump sale basis on 3 October 2023. As per the terms of the BTA, the Company had paid upfront consideration aggregating
to Rs. 450 million. The BTA also provided for contingent consideration to be paid after 12 months from the date of acquisition
amounting to a maximum of Rs. 160 million subject to achievement of the specified financial performance targets of the business
acquired. Based on the Purchase Price Allocation report, an amount of Rs. 416.9 million and Rs. 26.3 million were recorded as
Goodwill and contingent consideration, respectively in respect of this acquisition.
During the previous year ended 31 March 2025, the management remeasured the fair value of contingent consideration payable as
Nil. Consequently, the contingent consideration of Rs 27.8 million (including interest accrued) was written back as Other income.
47 Other statutory 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 charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(iv) During the year ended 31 March 2026, no funds have been advanced or loaned or invested (either from borrowed funds or
share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign
entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall directly
or indirectly lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by or on
behalf of the Company or provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
(v) During the year ended 31 March 2026, no funds have been received by the Company from any persons or entities, including
foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall
directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever (“Ultimate Beneficiaries”) by
or on behalf of the Funding Party or provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.
(vi) The Company has not made any private placement of shares or fully or partly convertible debentures during the year.
(vii) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or
disclosed as income during the year ended 31 March 2026 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 as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013)
or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.
(ix) The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of
section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
(x) The Company did not have any material transactions with companies struck off under Section 248 of the Companies Act, 2013
or Section 560 of Companies Act, 1956 during the year ended 31 March 2026.
(xi) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year
ended 31 March 2026.
Explanatory note:
(i) Due to increase in cash and cash equivalents from the rights issue proceeds, which remain unutilised at the reporting date.
(ii) Due to increase in equity from the rights issue during the year.
(iii) Due to increase in profit for the year.
(iv) Due to increase in average working capital for the year purusant to rights issue proceeds.
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