A provision is recognised if, as a result of a past event, theCompany has a present legal or constructive obligation thatcan be estimated reliably, and it is probable that an outflow ofeconomic benefits will be required to settle the obligation. Theamount recognised as a provision is the best estimate of theconsideration required to settle the present obligation at thereporting date, taking into account the risks and uncertaintiessurrounding the obligation. Where a provision is measured usingthe cash flows estimated to settle the present obligation, itscarrying amount is the present value of those cash flows (whenthe effect of the time value of money is material).
A contract is considered to be onerous when the expectedeconomic benefits to be derived by the Company from thecontract are lower than the unavoidable cost of meeting itsobligations under the contract. The provision for an onerouscontract is measured at the present value of the lower of theexpected cost of terminating the contract and the expected netcost of continuing with the contract. Before such a provisionis made, the Company recognises any impairment loss on theassets associated with that contract.
The Company generates revenue from rendering of hospital services(hospital and medical services), revenue from sale of pharmacy,revenue from canteen services, revenue from consultancyservices and other operating income. Revenue from Contractswith Customers (“Ind AS 115"), establishes a comprehensiveframework for determining whether, how much and when revenueis recognised. Under Ind AS 115, revenue is recognised when acustomer obtains control of the goods or services in an amount thatreflects the consideration which the Company expects to receive inexchange for those products or services. In calculating the variableconsiderations, the Company considers the nature and coveragethrough insurance and other parties, the history of adjustmentsand rejections, and the probability of rejections, discounts, rebates,price concessions, or other similar items. The impact of theseconsiderations is reflected as adjustments to revenue.
Disaggregation of revenue
The Company disaggregates revenue from hospital services(hospital and medical services), revenue from sale of pharmacy,
revenue from canteen services, revenue from consultancyservices and other operating income.The company furtherdisaggregates revenue from hospital and medical servicesbased on category of customers (cash and credit) and basedon nature of treatment (In-patient and Out-patient). TheCompany believes that this disaggregation best depicts how thenature, amount, timing and certainty of Company's revenuesand cash flows are affected by industry, market and othereconomic factors.
Contract balances
The Company classifies the right to consideration in exchangefor sale of services where invoice is raised as trade receivables,where invoice has not been raised as unbilled revenue andadvance consideration as advance from customers.
Performance obligations and revenue recognition policies
Revenue is measured based on the consideration specified ina contract with a customer. The Company recognises revenuewhen it transfers control over a good or service to a customer
i.e. at the transaction price when each performance obligationis satisfied at a point in time when inpatient/outpatients hasactually received the service except for few services wherethe performance obligation is satisfied over a period of time.The following details provide information about the natureand timing of the satisfaction of performance obligations incontracts with customers, including significant payment terms,and the related revenue recognition policies.
The Company's revenue from hospital and medicalservices comprises of income from hospital services.
Revenue from hospital services to patients is recognisedas revenue when the related services are rendered unlesssignificant future uncertainties exist. Revenue is alsorecognised in relation to the services rendered to thepatients who are undergoing treatment/ observationon the balance sheet date to the extent of the servicesrendered. Revenue is recognised net of discounts,concessions given to the patients and estimateddisallowances for patients covered under insurance.
Unbilled receivable represents value to the extent ofhospital and medical services are rendered to the patientswho are undergoing treatment/observation on the balancesheet date and is not billed as at the balance sheet date.
Revenue from sale of pharmacy within the hospitalpremises is recognised when the control in the goods aretransferred to the customer and no significant uncertaintyexists regarding the amount of the consideration that willbe derived from the sale of the goods and regarding its
collection. The amount of revenue recognised is net ofsales returns, taxes and duties, wherever applicable.
The Company's revenue from other operating incomecomprises primarily of revenue from medical coursesconducted at the hospital and income from revenuesharing agreements.
The Company's revenue from consultancy services isbased on the agreements/arrangements with thecustomers as the service is performed.
Revenue from canteen services is recognised at a point intime when control is transferred.
Transactions in foreign currencies are recorded in the functionalcurrency of the Company at the exchange rates at the datesof the transactions or an average rate if the average rateapproximates the actual rate at the date of the transaction.
Monetary assets and liabilities denominated in foreigncurrencies are translated into the functional currency at theexchange rate at the reporting date. Non-monetary assets andliabilities that are measured at fair value in a foreign currencyare translated into the functional currency at the exchange ratewhen the fair value was determined. Non-monetary assetsand liabilities that are measured based on historical cost in aforeign currency are translated at the exchange rate at the dateof the transaction. Exchange differences are recognised in thestandalone statement of profit and loss.
Determining whether an arrangement contains a lease
At inception of an arrangement, it is determined whetherthe arrangement is or contains a lease. At inception or onreassessment of the arrangement that contains a lease,the payments and other consideration required by such anarrangement are separated into those for the lease and thosefor other elements on the basis of their relative fair values.
The Company accounts for each lease componentwithin the contract as a lease separately from non¬lease components of the contract and allocates theconsideration in the contract to each lease componenton the basis of the relative stand-alone price of the leasecomponent and the aggregate stand-alone price of thenon-lease components.
The Company recognises right-of-use asset representingits right to use the underlying asset for the lease term at thelease commencement date. The cost of the right-of-useasset measured at inception shall comprise of the amountof the initial measurement of the lease liability adjusted forany lease payments made at or before the commencementdate less any lease incentives received, plus any initial directcosts incurred and an estimate of costs to be incurred bythe lessee in dismantling and removing the underlyingasset or restoring the underlying asset or site on whichit is located. The right-of-use assets is subsequentlymeasured at cost less any accumulated depreciation,accumulated impairment losses, if any and adjusted forany remeasurement of the lease liability. The right-of-useassets is depreciated using the straight-line method fromthe commencement date over the shorter of lease termor useful life of right-of-use asset. The estimated usefullives of right-of-use assets are determined on the samebasis as those of property, plant and equipment. Right-of-use assets are tested for impairment whenever thereis any indication that their carrying amounts may not berecoverable. Impairment loss, if any, is recognised in thestandalone statement of profit and loss.
The Company measures the lease liability at the presentvalue of the lease payments that are not paid at thecommencement date of the lease. The lease paymentsare discounted using the interest rate implicit in the lease,if that rate can be readily determined. If that rate cannotbe readily determined, the Company uses incrementalborrowing rate. The lease payments shall include fixedpayments, variable lease payments that depend on anindex or rate, initially measured using the index or rateat the commencement date, residual value guarantees,exercise price of a purchase option where the Company isreasonably certain to exercise that option and payments ofpenalties for terminating the lease, if the lease term reflectsthe lessee exercising an option to terminate the lease. Thelease liability is subsequently remeasured by increasingthe carrying amount to reflect interest on the lease liability,reducing the carrying amount to reflect the lease paymentsmade and remeasuring the carrying amount to reflect anyreassessment or lease modifications or to reflect revised in¬substance fixed lease payments. The Company recognisesthe amount of the re-measurement of lease liability due tomodification as an adjustment to the right-of-use asset andthe statement of profit and loss depending upon the natureof modification. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reductionin the measurement of the lease liability, the Companyrecognises any remaining amount of the re-measurementin the standalone statement of profit and loss.
The Company has elected not to apply the requirementsof Ind AS 116, Leases, to short-term leases of all assetsthat have a lease term of 12 months or less. The leasepayments associated with these leases are recognized asan expense on a straight-line basis over the lease term.
Variable rents that do not depend on an index or rate arenot included in the measurement of the lease liabilityand the right-of-use asset. The related payments arerecognised as an expense in the period in which the eventor condition that triggers those payments occurs and areincluded in the line “Other expenses" in the standalonestatement of profit and loss.
At the inception of the lease the Company classifies eachof its leases as either an operating lease or a finance lease.Whenever the terms of the lease transfer substantiallyall the risks and rewards of ownership to the lessee, thecontract is classified as a finance lease. All other leases areclassified as operating leases. The Company recogniseslease payments received under operating leases as incomeon a straight- line basis over the lease term. In case of afinance lease, finance income is recognised over the leaseterm based on a pattern reflecting a constant periodic rateof return on the lessor's net investment in the lease.
Amounts due from lessees under finance leases arerecognised as receivables at the amount of the Company'snet investment in the leases. When the Company is anintermediate lessor, it accounts for its interests in thehead lease and the sub-lease separately. It assessesthe lease classification of a sub-lease with reference tothe right-of-use asset arising from the head lease, notwith reference to the underlying asset. If a head leaseis a short-term lease to which the Company applies theexemption described above, then it classifies the sub¬lease as an operating lease.
If an arrangement contains lease and non-leasecomponents, the Company applies Ind AS 115Revenue from contracts with customers to allocate theconsideration in the contract.
expense
(a) Dividend income is recognised in the standalonestatement of profit and loss on the date on which the rightto receive payment is established.
(b) Interest on deployment of surplus funds is recognizedusing the time proportionate method, based on thetransactional interest rates.
(c) Interest income or expense is recognised using theeffective interest method.
The 'effective interest rate' is the rate that exactlydiscounts estimated future cash payments or receiptsthrough the expected life of the financial instrument tothe gross carrying amount of the financial asset or theamortised cost of the financial liability.
(d) In calculating interest income and expense, the effectiveinterest rate is applied to the gross carrying amount ofthe asset (when the asset is not credit-impaired) or to theamortised cost of the liability.
Income tax comprises current and deferred tax. It is recognisedin the standalone statement of profit and loss except to theextent that it relates to an item recognised directly in equity orin other comprehensive income.
Current tax comprises the expected tax payable orreceivable on the taxable income or loss for the year andany adjustment to the tax payable or receivable in respectof previous years. The amount of current tax reflects thebest estimate of the tax amount expected to be paid orreceived after considering the uncertainty, if any, related toincome taxes. It is measured using tax rates (and tax laws)enacted or substantively enacted by the reporting date.
Current tax assets and current tax liabilities are offsetonly if there is a legally enforceable right to set off therecognised amounts, and it is intended to realise the assetand settle the liability on a net basis or simultaneously.
A provision is recognised for those matters for whichthe tax determination is uncertain but it is consideredprobable that there will be a future outflow of funds toa tax authority. The provisions are measured at the bestestimate of the amount expected to become payable.The assessment is based on the judgement of taxprofessionals within the Company supported by previousexperience in respect of such activities and in certain casesbased on specialist independent tax advice.
Deferred tax is recognised in respect of temporarydifferences between the carrying amounts of assetsand liabilities for financial reporting purposes and thecorresponding tax bases used for taxation purposes.Deferred tax assets are recognised for carry forward ofunused tax losses and tax credits to the extent that it isprobable that future taxable profit will be available againstwhich such losses and credits can be utilised. Deferred taxassets are recognised to the extent that it is probable thatfuture taxable profits will be available against which theycan be utilised. The existence of unused tax losses is strongevidence that future taxable profit may not be available.
Therefore, in case of a history of recent losses, the Companyrecognises a deferred tax asset only to the extent that ithas sufficient taxable temporary differences or there isconvincing other evidence that sufficient taxable profit willbe available against which such deferred tax asset can berealised. Deferred tax assets - unrecognised or recognised,are reviewed at each reporting date and are recognised/reduced to the extent that it is probable/ no longer probablerespectively that the related tax benefit will be realised.
Deferred tax is measured at the tax rates that areexpected to apply to the period when the asset is realisedor the liability is settled, based on the laws that havebeen enacted or substantively enacted by the reportingdate. The measurement of deferred tax reflects the taxconsequences that would follow from the manner in whichthe Company expects, at the reporting date, to recover orsettle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset if there is alegally enforceable right to offset current tax liabilities andassets, and they relate to income taxes levied by the sametax authority on the same taxable entity, or on differenttax entities, but they intend to settle current tax liabilitiesand assets on a net basis or their tax assets and liabilitieswill be realised simultaneously.
Borrowings are recognised initially at fair value, net oftransaction costs incurred. Borrowings are subsequently statedat amortised cost. Any difference between the proceeds (net oftransaction costs) and the redemption value is recognised in thestatement of profit and loss over the period of the borrowingsusing the effective interest rate method. Borrowings areclassified as current liabilities unless the Company has anunconditional right to defer settlement of the liability for at least12 months after the reporting date.
Borrowing costs are interest and other costs (including exchangedifferences relating to foreign currency borrowings to the extentthat they are regarded as an adjustment to interest costs)incurred in connection with the borrowing of funds. Borrowingcosts directly attributable to acquisition or construction of anasset which necessarily take a substantial period of time to getready for their intended use are capitalised as part of the cost ofthat asset until such time as the asset is substantially ready fortheir intended use or sale. Other borrowing costs are recognisedas an expense in the period in which they are incurred.
i. Recognition and initial measurement
Trade receivables and debt securities issued are initiallyrecognised when they are originated. All other financialassets and financial liabilities are initially recognisedwhen the Company becomes a party to the contractualprovisions of the instrument.
A financial asset or financial liability is initially measuredat fair value, except for trade receivables that do not havea significant financing component which are measuredat transaction price. Transaction costs that are directlyattributable to the acquisition or issue of financial assetsand financial liabilities (other than financial assets andfinancial liabilities at fair value through profit or loss -FVTPL) are added to or deducted from the fair value of thefinancial assets or financial liabilities, as appropriate, oninitial recognition. Transaction costs directly attributableto the acquisition of financial assets or financial liabilitiesat fair value through profit or loss are recognisedimmediately in standalone statement of profit and loss.
Financial assets
On initial recognition, a financial asset is classified as
either at amortised cost, FVTPL or fair value through othercomprehensive income (FVOCI).
Financial assets are not reclassified subsequent to theirinitial recognition, except if and in the period the Companychanges its business model for managing financial assets.
A financial asset is measured at amortised cost if it meetsboth of the following conditions:
- the asset is held within a business model whoseobjective is to hold assets to collect contractual
cash flows; and
- the contractual terms of the financial asset giverise on specified dates to cash flows that are solelypayments of principal and interest on the principalamount outstanding.
On initial recognition of an equity investment that is notheld for trading, the Company may irrevocably elect topresent subsequent changes in the investment's fair valuein OCI (designated as FVOCI - equity investment). Thiselection is made on an investment-by-investment basis.
All financial assets not classified as measured at amortisedcost or FVOCI as described above are measured at FVTPL.This includes all derivative financial assets. On initial
recognition, the Company may irrevocably designate afinancial asset that otherwise meets the requirements tobe measured at amortised cost or at FVOCI as at FVTPL ifdoing so eliminates or significantly reduces an accountingmismatch that would otherwise arise.
Financial assets: Business model assessment
The Company makes an assessment of the objectiveof the business model in which a financial asset is held
at investment level because this best reflects the way
the business is managed and information is provided tomanagement. The information considered includes:
- the stated policies and objectives for each of suchinvestments and the operation of those policies inpractice. These include whether Management'sstrategy focuses on earning contractual interestincome, maintaining a particular interest rate profile,matching the duration of the financial assets tothe duration of any related liabilities or expectedcash outflows or realising cash flows through thesale of the assets;
- the risks that affect the performance of the businessmodel (and the financial assets held within thatbusiness model) and how those risks are managed;
- the frequency, volume and timing of sales of financialassets in prior periods, the reasons for such salesand expectations about future sales activity.
Transfers of financial assets to third parties in transactionsthat do not qualify for derecognition are not consideredsales for this purpose, consistent with the Company'scontinuing recognition of the assets.
Financial assets that are held for trading or are managedand whose performance is evaluated on a fair value basisare measured at FVTPL.
Financial assets: Assessment whether contractual cash flowsare solely payments of principal and interest
For the purposes of this assessment, 'principal' is definedas the fair value of the financial asset on initial recognition.'Interest' is defined as consideration for the time value ofmoney and for the credit risk associated with the principalamount outstanding during a particular period of time andfor other basic lending risks and costs (e.g., liquidity riskand administrative costs), as well as a profit margin.
In assessing whether the contractual cash flows aresolely payments of principal and interest, the Companyconsiders the contractual terms of the instrument. Thisincludes assessing whether the financial asset containsa contractual term that could change the timing oramount of contractual cash flows such that it wouldnot meet this condition. In making this assessment, theCompany considers:
- contingent events that would change the amount ortiming 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 flowsfrom specified assets (e.g., non-recourse features).
Financial assets: Subsequent measurement and
gains and losses
Financial liabilities: Classification, subsequent measurementand gains and losses
Financial liabilities are classified as measured at amortisedcost or FVTPL. A financial liability is classified as FVTPL if
it is classified as held for trading, or it is a derivative orit is designated as such on initial recognition. Financial
liabilities at FVTPL are measured at fair value and net gainsand losses, including any interest expense, are recognisedin standalone statement of profit and loss.
Other financial liabilities are subsequently measuredat amortised cost using the effective interest method.Interest expense and foreign exchange gains and lossesare recognised in standalone statement of profit and loss.Any gain or loss on derecognition is also recognised instandalone statement of profit and loss.
The Company derecognises a financial asset when thecontractual rights to the cash flows from the financial assetexpire, or it transfers the rights to receive the contractualcash flows in a transaction in which substantially all of
the risks and rewards of ownership of the financial assetare transferred or in which the Company neither transfersnor retains substantially all of the risks and rewards ofownership and does not retain control of the financial asset.
If the Company enters into transactions whereby ittransfers assets recognised on its balance sheet, butretains either all or substantially all of the risks andrewards of the transferred assets, the transferred assetsare not derecognised.
Financial liabilities
The Company derecognises a financial liability whenits contractual obligations are discharged or cancelled,or expire. The Company also derecognises a financialliability when its terms are modified and the cash flowsunder the modified terms are substantially different. Inthis case, a new financial liability based on the modifiedterms is recognised at fair value. The difference betweenthe carrying amount of the financial liability extinguishedand the new financial liability with modified terms isrecognised in standalone statement of profit and loss.
Financial assets and financial liabilities are offset and thenet amount presented in the balance sheet when, and onlywhen, the Company currently has a legally enforceableright to set off the amounts and it intends either to settlethem on a net basis or to realise the asset and settle theliability simultaneously.
The Company holds derivative financial instruments tohedge its foreign currency and interest rate risk exposures.Derivatives are initially measured at fair value. Subsequentto initial recognition, derivatives are measured at fair value,and changes therein are recognised in the standalonestatement of profit and loss.
The basic earnings / (loss) per share ('EPS') is computed bydividing the net profit / (loss) after tax for the year attributableto equity shareholders by the weighted average number ofequity shares outstanding during the year.
Diluted earnings per share is computed by dividing the profit/(loss) after tax (including the post tax effect of extraordinaryitems, if any) as adjusted for dividend, interest and othercharges to expense or income (net of any attributable taxes)relating to the dilutive potential equity shares, by the weightedaverage number of equity shares considered for deriving basicearnings per share and the weighted average number of equityshares which could have been issued on the conversion of alldilutive potential equity shares.
Dilutive potential equity shares are deemed converted as ofthe beginning of the period unless issued at a later date. Incomputing dilutive earnings per share, only potential equityshares that are dilutive, i.e., which reduces earnings per shareor increases loss per share are included. The dilutive potentialequity shares are adjusted for the proceeds receivable had theshares been actually issued at fair value (i.e. average marketvalue of the outstanding shares). Dilutive potential equity sharesare determined independently for each period presented. Thenumber of equity shares and potentially dilutive equity sharesare adjusted for share splits/reverse share splits and bonusshares, as appropriate.
Cash flows are reported using the indirect method, wherebyprofit before tax is adjusted for the effects of transactions of anon-cash nature and any deferrals or accruals of past or futurecash receipts or payments. The cash flows from regular revenuegenerating, investing and financing activities of the Companyare segregated.
Government grants are recognised where there is reasonableassurance that the grant will be received and all attachedconditions will be complied with. Where the Company receivesgrants relating to assets, including non-monetary grants, theasset and the related grants are accounted at fair value andrecognised in the standalone statement of profit and lossover the expected useful life of the asset. Government grants
related to assets, including non-monetary grants at fair value,shall be presented in the balance sheet by setting up thegrant as deferred income.The grant set up as deferred incomeis recognised in standalone statement of profit and loss on asystematic basis over the useful life of the asset.
Cash and cash equivalents comprise cash at bank and onhand and short-term deposits with an original maturity ofthree months or less which are subject to insignificant risk ofchanges in value.
The Company publishes the standalone financial statementsalong with the consolidated financial statements. In accordancewith Ind AS 108, Operating Segments, the Company hasdisclosed the segment information in the consolidatedfinancial statements.
The operating cycle is the time between the acquisition ofassets for processing and their realisation in cash and cashequivalents. Based on the nature of products / activities of theCompany and the normal time between acquisition of assetsand their realisation in cash or cash equivalents, the Companyhas determined its operating cycle as 12 months for thepurpose of classification of its assets and liabilities as currentand non-current.
An item of income or expense which by its size, nature or incidencerequires disclosure in order to improve an understanding of theperformance of the Company is treated as an exceptional itemand disclosed separately in the financial statements.
The Company has a single class of equity shares. All equity shares rank equally with regard to dividends and share in the Company's residualassets. The equity shares are entitled to receive dividend as declared from time to time and subject to dividend payable to preferenceshareholder. The voting rights of an equity shareholder on a poll (not on show of hands) is in proportion to the shareholders' share of thepaid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presentlypayable have not been paid.
Failure to pay any amount called up on shares may lead to forfeiture of the shares.
On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining afterdistribution of all preferential amounts in proportion to the number of equity shares held.
The Company has not issued bonus shares during the period of five years immediately preceding 31 March 2025.
The Company has not allotted any equity shares as fully paid-up without consideration being received in cash during the past 5 yearsimmediately preceeding 31 March 2025.
The Company has not bought back any equity shares during the past 5 years immediately preceeding 31 March 2025.
14.9 The Board of Directors at its meeting held on 29 November 2024, approved a Scheme of Amalgamation by way of Merger (""Scheme"") ofQuality Care India Limited (Transferor Company) with Aster DM Healthcare Limited (Transferee Company) and their respective shareholdersand creditors, under Sections 230 to 232 of the Companies Act, 2013. The share exchange ratio shall be 0.977 equity shares of the facevalue of Rs. 10 of Transferee Company, credited as fully paid-up, for every 1 equity shares of the face value of INR 10 each fully paid-upheld by such member in the Transferor Company. The Scheme is subject to the receipt of requisite approvals from Statutory and Regulatoryauthorities, the respective shareholders and creditors, under applicable laws. As per the scheme, the appointed date for the amalgamationshall be the effective date of the scheme, or such other date as may be mutually agreed between the parties. The Scheme has beenfiled with the National Stock Exchange and the Bombay Stock Exchange on 18 December 2024 and 19 December 2024 respectively fortheir approval.
On April 15, 2025 the Company has received the Competition Commission of India (CCI) approval for allotting 1,86,07,969 equity shares ona preferential basis to the proposed allottees and proceed with the scheme of amalgamation.
The transaction was completed by acquiring 1,90,46,028 equity shares of QCIL by Aster DM Healthcare from BCP and TPG for a value ofINR 849.13 crores. As discharge of the total purchase consideration payable, Aster DM Healthcare has allotted 1,86,07,969 equity shares(face value INR 10 each) to BCP and Centella.
14.10 On 12 April 2024, the Board of Directors of the Company have approved a special dividend of INR 118.00/- (par value of INR 10 each) perequity share. The special dividend resulted in a cash outflow of INR 5,894.25 crores.
14.11 On 28 May 2024, the Board of Directors of the Company have approved a final dividend of INR 2.00/- (par value of INR 10 each) per equityshare in respect of the year ended 31 March 2024, shareholders approved the same at the Annual General Meeting held on 29 August2024. This dividend resulted in a cash outflow of INR 99.90 crores.
14.12 The Board of Directors at its meeting held on 31 January 2025 approved an interim dividend of INR 4 per equity share. The same has beendistributed to the shareholders of the Company post the approval of the Board of Directors of the Company. This dividend resulted in a cashoutflow of INR 199.80 crores.
14.13 On 20 May 2025, the Board of Directors of the Company have proposed a final dividend of INR 1.00/-(par value of INR 10 each) per equityshare in respect of the year ended 31 March 2025, subject to the approval of shareholders at the Annual General Meeting. If approved, thedividend would result in a cash outflow of INR 51.81 crores.
Note: The Ministry of Micro, Small and Medium Enterprises has issued an office memorandum dated 26 August 2008 which recommendsthat the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Numberas allocated after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at March31, 2025 has been made in the financial statements based on information received and available with the Company. Further in view ofthe management, the impact of interest, if any, that may be payable in accordance with the provisions of the Micro, Small and MediumEnterprises Development Act, 2006 ('The MSMED Act') is not expected to be material. The Company has not received any claim for interestfrom any supplier.
Note 1: The Company has received income tax assessment orders for AY 2014-15 & 2015-16 wherein the assessing officer has raisednet demand of INR 20.08 crores (on account of disallowance of Foreign Tax Credit claimed as per provisions of Section 90/90A of IncomeTax Act, 1961 and the disallowance under section 14A. The Company has also received income tax demand order of INR 0.18 crores forAY 2012-13 where in assessing officer denied legal and professional fee and business promotion expenses. The Company also receivedincome tax demand order of INR 2.28 crores and INR 2.15 crore for AY 16-17 and AY 17-18 respectively where assessing officer contendedTDS deducted from doctors are subject to section 192 rather than section 194J of income tax act 1961 based on the terms of arrangementswith the doctors . The Company had also received income tax demand order of INR 0.20 crore for AY 17-18 wherein assessing officermade disallowances on account of delayed payment of provident fund deducted from employees.The Company has filed an appeal withCommissioner of Income Tax (CIT) appeals, against these demand orders received and has paid INR 4.03 crores under protest for the abovecases. The Company has also created provision amounting to INR 2.48 crores for AY 2014-15 (refer Note 13).
Note 2: The Company has received a Show Cause Notice (SCN) from Additional/Joint Commissioner of Central Tax regarding the allegednon-payment of GST on COVID-19 vaccination services. The SCN has been issued to the Company in its entirety, including its Keralaregistration. In response, the Company has submitted that the vaccination services are classified as healthcare services and should betreated as a composite supply incidental to healthcare, which is exempt from GST. Despite this position, the Department has issued ademand order amounting to INR1.08 crore along with the 100% penalty amounts to INR 1.08 crore against which the Company is in theprocess of filing appeal. The Additional/Joint Commissioner of Central Tax alleges that the Company has not paid GST on accommodationservices extended to bystanders and outpatients at its guest facility,Aster suites.
The Department contends that the nature of accommodation provided at Aster Suites is same as that of hotel services and is thereforesubject to GST. The Company has taken the position that these services forms an integral part of a composite supply of healthcareservices. It is contended that such accommodation is ancillary and naturally bundled with the principal supply of healthcare servicesprovided to patients.
In contradiction to this view, the Additional/Joint Commissioner of Central Tax has issued a demand notice amounting to INR 2.91 crorealong with the 100% penalty amounts to INR 2.91 crore. In response, the Company has filed an appeal challenging the demand, reiteratingits stance and paid INR 0.30 crores under protest for the above cases.
The Company has also received Show Cause Notice (SCN) from Commercial Tax Officer (CTO) where department enquired about the reasonfor difference in output tax liability between GSTR 1 and GSTR 3B returns for the period FY 2022-23 and issue the demand order amountingto INR 0.25 Crore. The Company has responded against the said SCN. (refer Note 13).
Note 3: The Company has obtained duty free / concessional duty licenses for import of capital goods by undertaking export obligationsunder the EPCG scheme. As at 31 March 2025, the custom duty obligations remaining to be fulfilled amounts to INR 17.95 crores (31March 2024: INR 16.93 crores). In the event that export obligations are not fulfilled, the Company would be liable to pay the levies.
Note 4: On 23 April 2018, the Government of Kerala issued an order revising the minimum wages of medical and nursing staff. Theorder mentions that the changes would be effective retrospectively from 1 October 2017. Since the legislation was issued in April 2018,Management has started paying the revised salary with effect from 1 April 2018. The Company filed an appeal against the retrospectiveapplication of this order with the High Court of Kerala which has issued an interim stay order on 26 July 2018. The Writ Petition WP (c)No. 25109/2018 challenging the retrospective effect of minimum wage order passed by the Government of Kerala is pending before theHon'ble High Court of Kerala in hearing list. Based on the stay order and legal advise, Management believes that their position will beupheld and therefore has not provided for the incremental cost for the period October 2017 to March 2018.
Note 5 : On 28 February 2019, the Hon'ble Supreme Court of India has delivered a judgment clarifying the principles that need to be appliedin determining the components of salaries and wages on which Provident Fund (PF) contributions need to be made by establishments.Basis this judgment, the Company has re-computed its liability towards PF from the month of March 2019 and has paid PF as per SupremeCourt judgement. In respect of the earlier periods/years, the Company has been legally advised that there are numerous interpretativechallenges on the application of the judgment retrospectively. Based on such legal advice, the Management believes that it is impracticableat this stage to reliably measure the provision required, if any, and accordingly, no provision has been made towards the same. Necessaryadjustments, if any, will be made to the books as more clarity emerges on this subject.
Note 6 : The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions arerequired and disclosed as contingent liability where applicable, in its standalone financial statements. The Company does not expect theoutcome of these proceedings to have a materially adverse effect on its financial position.
Note 7 : Bank guarantee is issued by various bankers on behalf of the Company with respect to its commitment to various parties.
Note 8 : Letter of credit is issued by various bankers on behalf of the Company to foreign vendors with respect to various internationaltrade viz., Capital asset procurement.
Note 9 : The Company does not have any long-term commitments or material non-cancellable contractual commitments/contracts, includingderivative contracts for which there were any material foreseeable losses other than disclosed in then standalone financial statements.
Note 10 : Affinity Holdings Private Limited (Affinity) is wholly owned subsidiary of the Company. Affinity held 100% ownership of AsterDM Healthcare FZC (GCC). On April 3, 2024, Affinity sold its stake in GCC to Alpha GCC Holdings Limited (Refer note 6). With respect to thistransaction, Affinity has provided certain indemnities, warranties, obligations, undertakings as outlined in the share purchase agreement,which have been guaranteed by the Company through a deed of guarantee dated November 28, 2023 upto the sale considerationreceived by Affinity.
Note 11 : The Board of Directors at its meeting held on 29 November 2024, approved a Scheme of Amalgamation by way of Merger("Scheme") of Quality Care India Limited (Transferor Company/QCIL) with Aster DM Healthcare Limited (Transferee Company) and theirrespective shareholders and creditors. The Scheme is subject to the receipt of requisite approvals from Statutory and Regulatory authorities,the respective shareholders and creditors, under applicable laws. An amount of INR 82.00 Crore may be payable to the financial advisors/regulators/bankers in connection with the Company's proposed merger, upon receipt of all necessary regulatory approvals including butnot limited to approvals from the Competition Commission of India (CCI) and the National Company Law Tribunal (NCLT) and completionof such intended Transaction and satisfaction of other closing conditions as set forth in the relevant definitive agreement(s) to completethe Acquisition.
Note 12 : The Company has given letter of support to its subsidiary namely Aster Dm Multispecialty Hospital Private Limited (formerlyknown as Aster DM Healthcare (Trivandrum) Private Limited). Under the letter of support, the Company is committed to provide financialand other support necessary to the said entity at least 12 months from the date of the financial statements adoption to enable theCompany to continue the construction from end of financial year 2024-25.
A. Basic earnings per share
The calculation of profit attributable to equity share holders and weighted average number of equity shares outstanding for the purpose ofbasic earnings per share calculations are as follows:
The Company's activities expose it to a variety of financial risks: credit risk, market risk and liquidity risk.
The Company's board of directors has overall responsibility for the establishment and oversight of the risk management framework.
The Company's audit and risk management committee oversees how management monitors compliance with the risk managementpolicies and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company.The committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and ad-hoc reviews of riskmanagement controls and procedures, the results of which are reported to the audit and risk management committee.
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contract, leadingto financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) and from its investingactivities, including deposits with banks and financial institutions and other financial instruments.
Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom credit has beengranted after obtaining necessary approvals for credit. The collection from the trade receivables are monitored on a continuous basisby the receivables team.
The Company always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected creditlosses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtors and ananalysis of the debtors' current financial position, adjusted for factors that are specific to the debtors, general economic conditionsof the industry in which the debtors operate, and an assessment of both the current as well as the forecast direction of conditions atthe reporting date.
No single customer accounted for more than 10% of the revenue as of 31 March 2025 and 31 March 2024. There is no significantconcentration of credit risk.
Credit risk on cash and cash equivalent and other bank balances is limited as the Company generally transacts with banks andfinancial institutions with high credit ratings assigned by international and domestic credit rating agencies.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilitiesthat are settled by delivering cash or another financial asset. Ultimate responsibility for liquidity risk management rests with theboard of directors, which has established an appropriate liquidity risk management framework for management of the Company'sshort, medium and long-term funding and liquidity management requirements. The Company's approach to managing liquidity is toensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressedconditions, without incurring unacceptable losses or risking damage to the Company's reputation.
Financial assets of INR 2,980.02 crores (including restricted deposits of INR 14.26 crores) as at 31 March 2025 is in the form ofcash and cash equivalents, bank balances other than cash and cash equivalents above, investments, trade receivables, loans andother financial assets where the Company has assessed the counterparty credit risk. Trade receivables of INR 138.13 crores (net ofprovision of INR 21.72 crores) as at 31 March 2025 carried at amortised cost and is valued considering provision for allowance usingexpected credit loss method (if any). In addition to the historical pattern of credit loss, we have considered the likelihood of increasedcredit risk. The Company has specifically evaluated the potential impact with respect to Healthcare service sector. The Companyclosely monitors its customers who are being impacted. Also a substantial portion of the financial asset is related to investmentsin subsidiaries and associate companies (INR 1,008.96 crores) and loans and advances to subsidiaries and associate companies(INR 316.12 crores, net of provision of INR 13.48 crores) wherein Management has considered on the projections while doing itsassessment for impairment testing.
Financial assets of INR 2,959.74 crores (including restricted deposits of INR 6.57 crores) as at 31 March 2024 is in the form ofcash and cash equivalents, bank balances other than cash and cash equivalents above, investments, trade receivables, loans andother financial assets where the Company has assessed the counterparty credit risk. Trade receivables of INR 127.55 crores (net ofprovision of INR 12.24 crores) as at 31 March 2024 carried at amortised cost and is valued considering provision for allowance usingexpected credit loss method (if any). In addition to the historical pattern of credit loss, we have considered the likelihood of increasedcredit risk. The Company has specifically evaluated the potential impact with respect to Healthcare service sector. The Companyclosely monitors its customers who are being impacted. Also a substantial portion of the financial asset is related to investmentsin subsidiaries and associate companies (INR 2,175.55 crores) and loans and advances to subsidiaries and associate companies(INR 454.95 crores, net of provision of INR 13.48 crores) wherein Management has considered on the projections while doing itsassessment for impairment testing.
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in marketprices, such as foreign exchange rates, interest rates and equity prices.
The Company undertakes transactions denominated in foreign currencies; consequently, exposures to exchange rate
fluctuations arise. The Company is mainly exposed to AED, OMR and US dollar.
Sensitivity analysis
The sensitivity of profit or loss to changes in exchange rates arises mainly from foreign currency denominated financialinstruments. One per cent is the sensitivity rate used when reporting foreign currency risk internally to key managementpersonnel and represents management's assessment of the reasonably possible change in foreign exchange rates. Thesensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at theyear-end for a one per cent change in foreign currency rates. A positive number below indicates an increase in profit and otherequity where currency units strengthens one per cent against the relevant currency. For a one per cent weakening of currencyunits against the relevant currency, there would be a comparable impact on the profit and other equity, and the balances belowwould be negative.
The Company is exposed to interest rate risk because the Company borrows funds at both fixed and floating interest rates.The Company's significant interest rate risk arises from long-term borrowings with variable interest rates, which expose theCompany to cash flow interest rate risk. The interest rate on the Company's financial instruments is based on market rates. TheCompany monitors the movement in interest rates on an ongoing basis. The risk is managed by the Company by maintaining anappropriate mix between fixed and floating rate borrowings.
The analysis is prepared assuming the amount of liability outstanding at the reporting date was outstanding for the wholeyear. A one per cent increase or decrease is used when reporting interest rate risk internally to key management personneland represents management's assessment of the reasonably possible change in interest rates. The Company's sensitivity tointerest rates has increased in the current year due to the additional variable rate long term borrowings taken during the year.
The Company is exposed to price risks arising from investments in equity share. The Company's investment are held strategicallyrather than for trading purpose.
A The Company has a unfunded defined benefit gratuity plan as per the Payment of Gratuity Act, 1972 ('Gratuity Act'). Under the Gratuity Act,employee who has completed five years of service is entitled to specific benefit. The gratuity benefit provides for a lump sum payment tovested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 / 26 days'salary payable for each completed year of service. The gratuity obligation is recognized subject to a maximum limit of INR 20,00,000, asprescribed under the Payment of Gratuity Act, 1972.
Based on an actuarial valuation, the following table sets out the status of the gratuity plan and the amounts recognised in the Company'sstandalone financial statements as at balance sheet date:
A Description of share-based payment arrangements- Share option plans (equity-settled)
The Company has issued stock options under the DM Healthcare Employees Stock Option Plan 2013 (“DM Healthcare ESOP 2013" or“2013 Plan") during the financial year ended 31 March 2013. The 2013 Plan covers all non-promoter directors and employees of theCompany and its subsidiaries (collectively referred to as “eligible employees"). Under this plan, holders of vested options are entitled topurchase shares at the exercise price approved by the Nomination and Remuneration Committee (agreed at 25% discount at previousday closing traded share price in case of performance options except for options issued on account of corporate action which wereissued at Rs.10 and Rs. 10 in case of loyalty options). The Nomination and Remuneration Committee granted the options on the basis ofperformance, criticality, loyalty and potential of the employees as identified by the management. Each employee share option converts intoone equity share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carryneither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. If theoptions remain unexercised at the end of the contractual life of the option, the options expire. Options are forfeited if the employee leavesthe Company before the options vest.
The Company has granted different categories of options on various dates mentioned in below table on different terms viz; incentiveoptions, milestone options, performance options and loyalty options.
The Company has computed the grant date fair value of the options for the purpose of accounting of employee compensation cost expenseover the vesting period of the options.
Total debt = Borrowings Lease liabilities - Cash & cash equivalents - Other bank balances - Current investments
Earnings available for debt service = Net profit before taxes Non-cash operating expenses like depreciation and amortisations - Otherincome Finance cost Other adjustments (such as loss on sale of property, plant and equipment)
Debt service = Interest Principal repayments Lease payments
Net profit = Net profit after tax
Capital employed = Tangible net worth Total debt
Earnings before interest and taxes = Net profit before taxes - Other income Finance cost Other adjustments (such as loss on sale ofproperty, plant and equipment)
a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holdingany Benami property during and as at 31 March 2025 and 31 March 2024.
b) The Company is not declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) orconsortium thereof or other lender in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
c) There are no transactions and balances with companies which have been removed from the Register of Companies [struck off companies]during and as at the reporting periods.
d) The Company has not advanced or loaned or invested funds during the reporting periods to any other person(s) or entity(ies), includingforeign entities (Intermediaries) with the understanding that the Intermediary shall:
(i) 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
(ii provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
except loan and investment to Alfaone Medicals Private Limited amounting to INR 40 crores and INR 47.56 crores respectively out ofwhich INR 41.23 crores was lent to Alfaone Retail Pharmacies Private Limited.
e) The Company has not received any fund during the reporting periods from any person(s) or entity(ies), including foreign entities (FundingParty) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the FundingParty (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as incomeduring the reporting periods in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevantprovisions of the Income Tax Act, 1961).
g) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties exceptnote (i) below (as defined under Companies Act, 2013), either severally or jointly with any other person that are:
(i) repayable on demand; or
(ii) without specifying any terms or period of repayment.
h) The Company has granted loans to below mentioned related parties (refer Note 36B(b)) for business purpose which is repayable on demandat rate of interest ranging between 8.82% to 12% (31 March 2024: 8.83% to 12% )
(i) Aster Clinical Lab LLP
(ii) Hindustan Pharma Distributors Private Limited
(iii) Alfaone Medicals Private Limited
(iv) DM Med City Hospitals (India) Private Limited
(v) Aster DM Multispecialty Hospital Private Limited
(formerly known as Aster DM Healthcare (Trivandrum) Private Limited)
(vi) Ambady Infrastructure Private Limited
(vii) Sri Sainatha Multispeciality Hospitals Private Limited
i) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the year.
j) As per the requirement of the rule 3(1) of the Companies (Accounts) Rules, 2014, the Company uses only such accounting softwares formaintaining its books of account that have a feature of recording audit trail of each and every transaction creating an edit log of each changemade in the books of account. This feature of recording the audit trail has operated throughout the year with exception of one softwareused during the period from 1 April 2024 to 30 September 2024. There have been no instances of audit trail tampering during the year.
Additionally, the audit trail that was eanbled and operated for the year ended 31 March 2024, has been preserved by the Company as perthe statutory requirements for record retention.
The Company has established and maintained an adequate internal control framework over its financial reporting and based on itsassessment, has concluded that the internal controls for the year ended 31 March 2025 were effective.
k) The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of Section 2of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.
l) The Company has not traded / invested in Crypto currency during the reporting periods
for and on behalf of the Board of Directors ofAster DM Healthcare Limite
CIN : L85110KA2008PLC147259
Chairman and Managing Director Director
DIN: 00159403 DIN: 02135108
Dubai Dubai
20 May 2025 20 May 2025
Chief Financial Officer Company Secretary
Bengaluru Membership No.: A24331
20 May 2025 Bengaluru
20 May 2025