Measurement of fair values

The Company has sub-let part of the leasehold land and constructed building thereon, to its subsidiary for business operations after getting an approval from the lessor. Since the premises is constructed on leasehold plot of land, the sub-let part of the premises is not saleable independently. The fair value of the investment property would be difficult to determine reliably. The premises is constructed on industrial leasehold plot of land and there are very few recent transactions. In case of the previously observed transaction for transfer of plot prices, the variations in the prices indicate that the transfer price is not indicative of market prices. Also, the alternative reliable measurement of fair value are not available due to the regulatory restrictions as to usage, transfer, leasing and subletting of the property within the jurisdiction.

The Company has assessed the recoverable amount of the investment made in its wholly owned subsidiary Nueclear Healthcare Limited (‘NHL’) as value in use, being the higher of Fair Value less Cost of Disposal and Value in Use. For the current period, NHL has reported growth in its operations and has reported operating profit. For the year ended March 31, 2024, NHL has reported profit before tax of ' 0.85 crore. Also, NHL still has accumulated losses carried forward from the previous years and, hence the Company continues to assess the profitability and growth of NHL. The management does not foresee any further requirement of impairment of its investment made in NHL as at March 31, 2024, other than those already provided for in the books of account amounting to ' 44.33 crores (March 31,2023 : ' 44.33 crores).

Critical assumptions involved in the valuation are as follows:

(a) Discount rate: 19.87% (March 2023: 16.47%)

(b) Terminal growth rate: 4% (March 2023: 4%)

No trade receivables are due from directors or other officers of the company either severally or jointly with any other person or firms or private companies in which any director is a partner, a director or a member. The company does not hold any collateral security. Refer note 37 for information about the company’s exposure to financial risks, and details of impairment losses for trade receivables and fair values.

(a) There are no unbilled dues, hence the same is not disclosed in the ageing schedule.

(b) As at March 31, 2024, the Company has receivables from foreign companies amounting to '5.02 Crores which is outstanding beyond stipulated period as per the provisions under the FEMA Rules and Regulations. The Company has obtained the requisite approval from AD Banker for the compliances under FEMA Regulations by way of filing request for extension for the said recoverables ensuring compliance with the provisions of the Foreign Exchange Management Act, 1999, and various regulations, circulars and notifications issued thereunder.

(b) Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly all equity shares rank equally with regard to dividends and share in the Company’s residual assets on winding up. The equity shareholders are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder on a poll (not on show of hands) are in proportion to his/ its share of the paid-up equity share capital of the Company. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.

(c) Employee stock option plan

The Company has also issued share options plan for its employees. The terms attached to these stock options plans to employees are described in note 36 regarding share-based payments.

API Holdings Ltd ("API") had raised funds in the form of Debentures amounting to ' 2,280 crores during the year ended March 31,2023. In connection with the same, following investment has been pledged as security in favour of Vistra ITCL (India) Limited (acting in its capacity as debenture trustee for debentures) on June 23, 2022 :

(a) 3,76,56,092 shares of Thyrocare Technologies Ltd ("TTL") held by Docon Technologies Private Limited.

(b) 1,42,53,118 shares and 4,33,367 compulsory convertible debentures (comprising 100% of the total share capital) of Docon Technologies Private Limited held by API.

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

Aggregate number and class of shares allotted as fully paid up by way of bonus shares - Nil (previous year: Nil) Aggregate number and class of shares bought back - Nil (previous year: Nil)

Capital Reserve

Capital Reserve represents

a) amounts received in earlier years from the selling shareholder at the time of the IPO towards reimbursement of certain expenses and

b) fair value of trademark "Whaters” (subsequently disposed off) assigned by Dr. Arokiaswamy Velumani (Ex-promoter) in favour of the Company for no consideration.

Securities Premium

Securities Premium represents the premium received on issue of shares.

Share Option Outstanding Account

The Company has established various equity-settled share-based payment plans for certain categories of employees of the Company. The balance in the share option outstanding account represents the expenses recorded pursuant to the aforesaid schemes for which the options are not yet vested or exercised. (Refer note 36 for further details on these plans).

Equity Contribution by the Ultimate Holding Company Reserve

API Holdings Limited (the 'Ultimate Holding Company') has established various equity-settled share-based payment plans for certain categories of employees of the Company. The respective employees are entitled to equity shares of the Ultimate Holding

Company on exercising of options granted to them after completion of the vesting period, as per the plans. The Ultimate Holding Company is not charging any consideration towards reimbursement of the grant of options from the Company. The balance in the Equity Contribution by Ultimate Holding Company Reserve account represents the expenses recorded pursuant to the aforesaid schemes for which the options are not yet vested or exercised, as the same is considered as equity contribution by the Ultimate Holding Company (Refer note 36 for further details on these plans).

General Reserve

General Reserve is used to record the transfer from retained earnings of the Company.

Capital Redemption Reserve

The Company bought back 9,58,900 equity shares for an aggregate amount of ' 63.00 crores being 1.78% of the total paid up equity share capital, at an average price of ' 656.90 per equity share. The equity shares bought back were extinguished on 12 October 2018 and 22 October 2018 and as per the provisions of the Companies Act, 2013, the Capital Redemption Reserve is used to record the reduction of the share capital of the Company on account of equity shares bought back out of the accumulated profits. It is created in accordance with the provisions of the Companies Act, 2013.

Retained Earnings

Retained Earnings represents the accumulated profits carried forward after adjusting for the appropriations as at the end of the year.

The Board has not declared any dividend for the year ended 31 March 2024. However, the Board has proposed final dividend for the year ended 31 March 2024, subject to the approval at the annual general meeting. The dividends had not been recognised as liabilities in the respective year. Previous year, the Board had declared an interim dividend of ' 18/- per equity share of face value of ' 10 each for the year ended 31 March 2023 at its meeting held on 07 April 2023.

The interim dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with section 123 of the Companies Act 2013 to the extent it applies to payment of dividend. The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

Note: Dues to Micro and Small Enterprises

Under the Micro, Small and Medium Enterprises Development Act, 2006, (MSMED) which came into force from 2 October 2006, certain disclosures are required to be made relating to Micro and Small enterprises. On the basis of the information and records available with the Management, the outstanding dues to the Micro and Small enterprises as defined in the Micro, Small and Medium Enterprises Development Act, 2006 are set out in following disclosure. This has been relied upon by the auditors.

35 Employee benefits

A. Defined contribution plans

i. The Company makes Provident Fund, ESIC and Maharashtra Labour Welfare Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. Amount for the year ended March 31,2024 of ' 4.58 crores (March 31,2023 : ' 4.88 Crores) is recognised as expense and included in Employee benefit expenses. The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The Company does not expect any further liability other than the specified contributions. (Refer note 29)

ii. The Company will continue to assess the impact of further developments relating to retrospective application of Supreme Court judgement dated February 28, 2019 clarifying the definition of ‘basic wages’ under Employees’ Provident Fund and Miscellaneous Provisions Act 1952 and deal with it accordingly. In the assessment of the management, the aforesaid matter is not likely to have a significant impact and accordingly, no provision has been made in the Standalone Financial Statements.

The sensitivity analysis 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.

The sensitivity analysis presented above may not be representative of the actual change in the Defined Benefit Obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the Defined Benefit Obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the Defined Benefit Obligation as recognised in the balance sheet.

There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

36 Share-based payments

Description of share-based payment arrangements

The board vide authorisation of shareholders in the annual general meeting held on 10 August 2023 approved "Thyrocare Employees Stock Option Scheme 2023” (ESOS2023) for granting Employee Stock Options in the form of equity shares. These options may be exercised either fully or partially in three equal instalments, subject to their continuous service till the vesting period. When exercisable, each option is convertible into one number of equity share.

Additionally, the Company formed a trust, 'Thyrocare Employee Stock Option Trust' wherein the shares to be issued under these options were allotted to the Trust. The Trust holds these shares for the benefit of the employees and issues them to the eligible employees as per the recommendation of the compensation committee. The identified employees are also entitled to purchase additional shares proportionately from the shares of employees who are not desirous to purchase the equity shares or who have left the organisation.

The following table illustrates the number and weighted average exercise prices (WAEP) of, and movements in, share options during the year.

Description of share-based payment arrangements by the Ultimate Holding Company

During the year, API Holdings Limited (the Ultimate Holding Company) has offered equity-settled share-based payment plans for certain categories of employees of the Company. Also certain eligible employees of the Ultimate Holding Company transferred on the payroll of Thyrocare Tecnologies Limited (the Company). The respective employees are entitled to equity shares of the Ultimate Holding Company on exercising of options granted to them after completion of their respective vesting period. The Ultimate Holding Company is not charging any consideration towards reimbursement of the grant of options from the Company.

B. Measurement of fair values

The Management assessed that cash and bank balances, trade receivables, trade payables and other financial assets and liabilities approximate their carrying amounts largely due to short-term maturities of these instruments.

The fair value of investment in mutual funds is included at the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The fair value of the quoted investments/ units of mutual fund scheme are based on net asset value at the reporting date as published by the mutual fund.

- The fair value of the quoted investments/units of mutual fund scheme are based on net asset value at the reporting date as published by the mutual fund.

C. Financial risk management

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 has established a Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The committee reports regularly to the Board of Directors on its activities.

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems 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.

The Company’s audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

The Company has exposure to the following risks arising from financial instruments:

i. Credit risk

ii. Liquidity risk

iii. Market risk

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or a counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s trade and other receivables and cash and cash equivalents. The carrying amounts of financial assets represent the maximum credit risk exposure.

a) Trade and Other Receivables

Trade receivables are typically unsecured and are derived from revenue earned from customers located in India. Credit risk has always been managed by the Company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.

The Company uses Expected Credit Loss model to assess the impairment loss. The Company computes the expected credit loss allowance as per simplified approach for trade receivables based on available external and internal credit risk factors such as the ageing of its dues, market information about the customer and the company’s historical experience for customers. 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 is based on the ageing of the receivable days and the rates as given in the provision matrix.

b) Loans and financial assets measured at amortized cost

Loans and advances given comprises inter company loans hence the risk of default from these companies is remote. The Company monitors each loans given and makes any specific provision if required.

c) Cash and cash equivalents and Bank balances other than cash and cash equivalents

The Company held cash and cash equivalent and Bank balances other than cash and cash equivalents of ' 34.10 crores as at March 31,2024 (March 31,2023 : ' 16.39 crores). The same are held with banks. Also, Company invests its short term surplus funds in bank fixed deposit which carry no market risks for short duration, therefore does not expose the company to credit risk.

d) Others

Apart from trade receivables, loans and cash and bank balances, the Company has no other financial assets which carry any significant credit risk.

ii. 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 assets. 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, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Exposure to liquidity risk

The following are 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.

iii. Market risk

Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equity prices - will affect the Company’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimizing the return.

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the functional currency of Company. The functional currency for large

number of transactions of the Company is ' and majority of the customers the Company dealt with operate from India only. The Company receives 100% of its revenue from the domestic operations only.

Exposure to currency risk

The summary quantitative data about the Company’s exposure to currency risk as reported to the management is as follows.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the INR or US dollar at March 31,2024 would have affected the measurement of financial instruments denominated in foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

iv. Interest rate risk

Interest rate risk can be either fair value interest rate risk or cash flow interest rate risk. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

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 judgments/ decisions pending with various forums/ authorities.

The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liabilities where applicable, in its financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position.

The Company has entered into Reagent Rental Arrangements for periods ranging from 2 - 7 years with some of its major reagent suppliers. As per the terms of the agreement, these reagent suppliers have placed the analysers / diagnostic equipments at no cost in the processing laboratory. The analysers / diagnostic equipments are programmed by the manufacturers to be used only against the reagent supplier's brand of reagent kits. The commitments as per these arrangements are either purchase commitments or rate commitments based on the workloads. The value of purchase commitments for the next financial year is ' 84.47 crores (March 31, 2023 : ' 104.32 crores) as per the terms of these arrangements.

Key managerial personnel who are under the employment of the Company are entitled to post employment benefits recognised as per Ind AS 19 - ‘Employee Benefits’ in the financial statements. As these employee benefits are amounts provided on the basis of actuarial valuation, the same is not included above. Gratuity has been computed for the Company as a whole and hence excluded.

40 Additional information to the financial statements a. Segment reporting

An operating segment is a component of Company that engages in business activities from which it earns revenues and incurs expenses, including revenues and expenses that relate to transactions with any of the Company's other components and for which discrete financial information is available.

The Company operates in three business segment, namely:

i. Diagnostic Testing Services

ii. Imaging Services

iii. Others

Hence, in accordance with Indian Accounting Standards (Ind AS) 108 ' Operating Segment ', segment information has been given in the consolidated financial statement of the company.

c. Capital Management

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to safeguard the Company’s ability to remain as a going concern and maximise the shareholder value. The current capital structure of the Company is equity based with financing through borrowings. The Company is not subject to any externally imposed capital requirement. No changes were made in the objectives, policies or processes for managing capital during the year ended March 31,2024 and March 31, 2023. The net debt to equity ratio for the current year has increased as a result of borrowings taken during the current year.

e. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Group towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are under active consideration by the Ministry. The Group will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

f. Other Statutory Information:

(i) Details of benami property held

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) Relationships with struck off companies

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

(iii) Registration of charges or satisfaction with Registrar of Companies

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

(iv) Details of crypto currency or virtual currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year ended March 31, 2024.

(v) Utilisation of borrowings availed from banks and financial institutions

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

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

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

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

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

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

(vi) Undisclosed Income

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

(vii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or by any government authorities.

(viii) Compliance with number of layers of companies

The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.

(ix) Compliance with approved scheme(s) of arrangements

The company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year

(x) Title deeds of immovable properties not held in name of the company

The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease arrangements are duly executed in favour of the lessee) are held in the name of the Company during the current and previous year.

(xi) Valuation of PPE, intangible assets and Investment property

The company has not revalued its property, plant and equipment (Including Right of use assets) or intangible assets or both during the current or previous year.

(xii) Audit trail:

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021. The said proviso requires companies, which uses accounting software for maintaining its books of accounts, to 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 accounts along with the dates when such changes were made and ensuring that the audit trail cannot be disabled.

In respect of two accounting support softwares used by the Company relating to Sales order & Invoices and Inventory during the year ended March 31,2024 did not have a feature of recording audit trail (edit log) facility throughout the year.

Further, for the two accounting softwares where audit trail (edit log) facility was enabled and operated throughout the year there were no instances of the audit trail feature being tampered with.

(xiii) Back up of books of account:

The company uses software applications to maintain its books of accounts and other books and papers in electronic mode ("Electronic records”). During the year, the Company has maintained backups of these electronic records on server physically located in India on daily basis, as required by Companies (Accounts) Rules, 2014 (as amended).

g. The figures of the previous year have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosures.