3.20. Provisions and contingencies
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognized 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 some or all of the economic benefits required to settle a provision are expected to be recovered from a
third party, the receivable is recognized as an asset, if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
Provisions for onerous contracts are recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable costs of meeting the future obligations under the contract. Provisions for onerous contracts are measured at the present value of lower of the expected net cost of fulfilling the contract and the expected cost of terminating the contract.
3.21. Share issue expenses
Share issue expenses are adjusted against the securities premium account as permissible under Section 52 of the Companies Act, 2013, to the extent any balance is available for utilisation in the securities premium account.
3.22. Dividend
Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the date of declaration by the Company’s Board of Directors. The Company declares and pays dividends in Indian rupees.
3.23. Operating Cycle
Based on the nature of products / activities of the Company and the normal time between acquisition of assets and their realisation in cash or cash equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-current.
3.24. Recent pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time.
On 7 May 2025, MCA has notified Companies (Indian Accounting Standards) Amendment Rules, 2025. The notification has resulted into amendments in the “Indian Accounting Standard (IndAS) 21 - The Effects of Changes in Foreign Exchange Rates” which are applicable to the Company from 1 April 2025. The Company is in the process of evaluating the impact of this amendment on the Company’s standalone financial statement.
The values assigned to the key assumptions given in the table above represent management's assessment of future trends and based on historical data from both external and internal sources. Discount rate reflects the current market assessment of the risks specific to a Cash Generating Unit (CGU). The discount rate is estimated based on the capital asset pricing method for the CGU. The cash flow projections included specific estimates developed using internal forecasts. The planning horizon reflects the assumptions for short-to-midterm market developments. The Company believes that any reasonably possible change in the key assumptions on which a recoverable amount is based would not cause the aggregate carrying amount to materially exceed the aggregate recoverable amount of the cash generating unit.
(vi) Notes
(a) includes land in possession and occupation of the Company to the extent of 9 acre 25 guntas out of total 17 acres 44 guntas in Bangalore allotted by Karnataka Industrial Areas Development Board ('KIADB') to the Company on lease cum sale basis for which the Company is yet to execute the sale deed as at 31 March 2025.
(b) Represents the cost of construction of building on land obtained on lease at Kolkata, Ahmedabad, Jaipur and Jamshedpur.
(c) During the current year, the Company has purchased a land measuring 7.26 acres in New Town, Kolkata on freehold basis at Rajarhat, Kolkata as per Sale deed executed on 29 April 2024. The possession of land was transferred to the Company on 28 May 2024.
(d) During the current year, the Company has purchased a land measuring 1 acres and 8 guntas in HSR Layout, Bommanahalli Division, Bengaluru as per the sale deed executed on 23 April 2024.
(e) During the current year, the Company has purchased a land measuring 00 acres and 35 3/4 guntas in Anekal, Bengaluru as per the sale deed executed on 4 December 2024.
(f) During the current year, the Company has purchased a land measuring 0.101 Hectacres in said District as per the sale deed executed on 6 December 2024.
(g) During the current year, the Company has purchased a land measuring 129,437 sq ft in Begur Hobli, Bengaluru as per the sale deed executed on 3 February 2025.
(h) As at 31 March 2025, property, plant and equipments with a carrying amount of H 10,150.17 million (previous year: H 8,097.49 million) are subject to first charge to secure bank loans.
(i) There are no proceedings which have been initiated during the year or pending against the Company as at 31 March 2025 and as at 31 March 2024 for holding any benami property under Benami Transactions (Prohibition) Act, 1988.
(j) There has been no revaluation of property, plant and equipment, goodwill and intangible assets during the year ended 31 March 2025 and year ended 31 March 2024.
Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by shareholders.
The Company has authorized preference shares having a nominal value of H 10 each. Preference shares are non-convertible, non-cumulative, non-participating and carry preferential right vis-a-vis equity shares of the Company with respect to payment of dividend and repayment in case of winding up or repayment of capital and shall carry voting rights as per the provisions of Section 47(2) of the Companies Act, 2013.
Capital reserve
Capital reserve was created at the time of acquisition of hospital in Barasat.
Securities premium
Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013
Treasury Shares
Own equity instruments that are reacquired (treasury shares) are recognised at cost and deducted from other equity.
Share options outstanding
The Company has established share based payment for eligible employees of the Company, its subsidiaries or an associate. Also refer note 40 for further details on these plans.
General reserve
General reserve is used from time to time to transfer profits from retained earnings for appropriate purposes.
Cash flow hedge reserve
Company has entered into a interest rate swap agreement, this cash flow hedge reserve reflects the fluctuations of the fair value of such swap.
Retained earnings
Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to investors.
Dividend declared and paid
The Board of Directors of the Company had recommended a final dividend of H 4 (Four rupees) per equity share of H 10 each amounting to H 817.44 million for the year ended 31 March 2024, which was approved at the Annual General Meeting of the Company held on August 31,2024. The aforesaid dividend was paid during the year resulting in cash outflow of H 817.44 million.
Further, the Board of Directors have recommended a dividend of H 4.5 (Four rupees fifty paisa) per equity share, for the year ended March 31, 2025, for approval of shareholders of the Company at the ensuing Annual General Meeting (AGM). The payment of said dividend will be made within the statutorily prescribed time of 30 days from the date of approval by the shareholders at the ensuing AGM.
Guarantees:
The Company has issued corporate guarantee to its subsidiaries amounting to H 1,038.40 million (previous year: H 810.00 million). Further against such guarantee, the total loan outstanding as on 31 March 2025 is H nil (previous year : H 5,127.58 million), overdraft facility outstanding as on 31 March 2025 is H 100.21 million (previous year: H nil) and trade payables as on 31 March 2025 is H 18.57 million (previous year: H nil).
Within the overall limits of the Corporate guarantee, the Company has also committed towards making additional capital contribution in certain subsidiaries, as applicable under the relevant loan agreements.
Notes:
A. For financial year 2012-13, the Company has received a notice proposing levy of customs duty on import of 'Surgical Microscopes' along with accessories classifying it under CTH 9018 9000 of Customs Tariff Act 1975. Against the demand of H 1.74 million , the Company has deposited H 1.33 million with the department and filed an appeal before the Commissioner of Customs ( Appeals). The company has received the final order on 26 September 2024 from the CESTAT, Bangalore and as per the final order the appropriate authority has waived off the penalty.
B. Income Tax
a) For assessment year 2012-13 the Company had received an assessment order under section 143(3) of the Income Tax Act, 1961 on 31 March 2015. The company may have an additional liability of H 12.59 million on account of differential tax provision. The Company has filed an appeal against order issued by the department with the Commissioner of Income tax (Appeals) (CIT (A)). CIT(A) had issued an order in favour of the Company. The department then filed an appeal with the Income Tax Appellate Tribunal (ITAT) against the order of CIT(A). ITAT had issued an order in favour of the Company and referred to Assessing officer. The assessing officer issued revised assessment order u/s.143(3) r.w.s 254 on 27 September 2022 for disallowing of unpaid leave encashment of H 8.19 million. The company may have an additional liability of H 2.57 million as per the assessment order received however while issuing the assessment order the assessing officer has not given benefit of MAT credit of H 1.58 million. The company has filed rectification on 7 October 2023 against the assessment order.
b) For assessment year 2013-14 the Company had received an assessment order under section 143(3) of the Income Tax Act, 1961 on 25 March 2016. The company may have an additional liability of H 6.69 million on account of differential tax provision. The Company has filed an appeal against order issued by the department with the Commissioner of Income tax (Appeals) (CIT (A)) which is pending as at 31 March 2025.
c) For assessment year 2016-17, the company had received a notice 142(1) of the Income tax act, 1961 on 28 March 2018 asking company to submit certain documents on 6 April 2018. Company has replied on 6 April 2018, 24 July 2018, 29 August 2018, and 7 December 2018. The department has issued a assessment order u/s 143(3) on 29 December 2018 demanding a sum of H 1.06 million. Against this demand, the Company had paid H 0.3 million under protest on 11 February 2019 and filed an appeal with the Commissioner of Income Tax (Appeals) (CIT(A)), which is pending as at 31 March 2025.
d) For assessment year 2017-18, the Company has received an assessment order under section 143(3) of the Income Tax Act, 1961 on 27 December 2019. The company may have an additional liability of H 20.93 million on account of differential tax provision. The Company has filed an appeal against order issued by the department with the Commissioner of Income tax (Appeals) (CIT (A)), which is pending as at 31 March 2025.
e) For assessment year 2018-19, the Company has received an assessment order under section 143(3) of the Income Tax Act, 1961 on 24 May 2021. The Company has filed an appeal against order issued by the department with the Commissioner of Income tax (Appeals) (CIT (A)). The department while issuing computation of total income for supporting to assessment order not given effect of Sec 35AD, the company has filed a request letter to assessing officer to rectify the mistake, the assessing officer considering the request letter, issued rectification assessement order on 17 March 2023. The company has received notice u/s. 263 for revision assessment on 14 December 2023 from Principal Commission of Income Tax (PCIT) asking us to provide the details of Sec 35AD deduction claimed for Gurugram unit & Mumbai unit and share issue expenses, The PCIT issued order u/s. 263 on 29 March 2024 and directed the AO to recheck & issue the assessment order. Later the company submitted the requisite details to the AO and received the Nil demand order. However, the appeal filed against the assessment order dated 24 May 2021 is still pending as at 31 March 2025.
f) For assessment year 2020-21, the Company has received an assessment order under section 143(3) of the Income Tax Act, 1961 on 23 September 2022. The Company has filed an appeal against order issued by the department with the Commissioner of Income tax (Appeals) (CIT (A)), which is pending as at 31 March 2025.
C. Goods and Service Tax (GST)
i) For the period July 2017 to March 2018, the company has received assessment order from the GST authority of West Bengal state under section 73(5) under GST Act, 2017. As per the order the company may have additional liability H 18.75 million on account of differential tax provisions. The company has filed an appeal against the assessment order issued by department before the first appellate authority on 5 July 2023. The company has received the final order dated 5 April 2024 from the appropriate authority. As per the order the Tax liability arises of H 0.02 million along with interest of H 0.02 million and penalty H 0.010 million. The company has paid H 0.016 million on 15 November 2024. The interest and the penalty portion is yet to be paid.
ii) For the Financial year 2018-19, the company has received assessment order from the GST authority Karnataka state under section 73(9) under GST Act, 2017. As per the order the company may have additional liability H 3.96 million on account of differential tax provisions. The company has filed an appeal with the appellate authority against the assessment order on 20 June 2024. The company has appeared the appeal hearing on 19 March 2025 before the appellate authority. Subsequently the company has submitted the additional supporting documents asked by the appropriate authority on 09 April 2025, final order is awaited from the department.
iii) For the Financial year 2019-20, the company has received assessment order from the GST authority Karnataka state under section 73, 73(9) under GST Act, 2017. As per the order the company may have additional liability H 5.20 million on account of differential tax provisions. The company has filed an appeal against the assessment order on 24 November 2024 which is pending as at 31 March 2025.
iv) For the financial year 2019-20, the company has received assessment order from the GST authority of Haryana State under section 73(9) under GST Act, 2017. As per the order the company may have additional liability of H 2.81 million (including penalty and interest) on account of differential tax provisions. The company has decided to file the writ petition before the Delhi High Court and it is under process as at 31 March 2025.
v) For the financial year 2020-21 and 2021-22, the company has received the GST order from the GST authority of Karnataka state under section 74 of GST Act, 2017 for its 9 GSTINs for payment of GST on Covid vaccine administered by the company due to different interpretation taken by the department. As per the order the company may have additional liability of H 44.32 million including 100% penalty. The company has filed writ petition before the Honourable High Court of Karnataka on 15 April 2025 challenging the order passed by the GST authority. The Honourable High court of Karnataka have granted stay order on this matter.
vi) The company has received the VAT order from the Rajasthan VAT authority under section 25 /55 /61 of Rajasthan VAT Act, 2017. As per the order the company may have additional liability H 47.62 million (including penalty and interest) due to different interpretation taken by the department. The company has filed writ petition with the High court of Rajasthan and it has granted stay order. The outcome is pending as at 31 March 2025.
D. Based on the advise of its legal counsel, the Company believes that other disputes, lawsuits and claims, including
commercial matters, which arise from time to time in the ordinary course of business and are outstanding as at 31 March
2025 will not have any material adverse effect on its financial statements for the year ended 31 March 2025.
31 Commitments
Estimated amounts of contracts remaining to be executed on capital account (net of advances) and other commitments and not provided for, amounts to H 1,507.55 million (previous year: H 1,017.18 million).
33 Segment information Operating segments
Ind AS 108 “Operating 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 Related Services’. Accordingly, there are no additional disclosures to be provided under Ind AS 108, other than those already provided in the financial statements.
Entity wide disclosures -Information about geographical areas
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.
35 Employee benefits
Defined contribution plan
The Company makes contributions towards provident fund and employee state insurance to a defined contribution retirement benefit plan for qualifying employees. Under the plan, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit plan to fund the benefits.
The amount recognised as an expense towards contribution to Provident Fund and Employee State Insurance for the year aggregated to H 283.03 million (previous year: H 272.85 million).
Defined benefit plan
The Company operates post-employment defined benefit plan that provide gratuity. The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month's salary for each year of completed
The actuarial valuation has been carried out using projected unit credit method based on assumptions given in respect of gratuity valuation.
36 Due to Micro, Small and Medium Enterprises
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 2025 has 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
37 Leases
The Company has adopted Ind AS 116 'Leases', effective annual reporting period beginning 1 April 2019. Ind AS 116 replaces Ind AS 17 - Leases and related interpretation and guidance. The Company has applied the standard to its leases, using the modified retrospective approach, with the cumulative effect of initially applying the Standard, recognized on the date of initial application (1 April 2019). Comparative information has not been restated.
Accordingly, the Company recorded the lease liability at the present value of the lease payments discounted at the incremental borrowing rate and the right of use asset at its carrying amount as if the standard had been applied since the commencement date of the lease, but discounted at the Company’s incremental borrowing rate at the date of initial application.
In adopting Ind AS 116, the Company has applied the below practical expedients:
The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics
The Company has treated the leases with remaining lease term of less than 12 months as if they were “short term leases”
The Company has not applied the requirements of Ind AS 116 for leases of low value assets
The Company has used hindsight, in determining the lease term if the contract contains options to extend or terminate the lease
38 Earnings/ (loss) per share (EPS)
Basic earnings per share
The calculation of basic earnings per share for the year ended 31 March 2025 was based on profit/(loss) attributable to equity shareholders of H 4,311.42 million (previous year: H 4,245.17 million) and weighted average number of equity shares outstanding 203,099,835 (previous year: 203,099,835).
Diluted earnings per share
The calculation of diluted earnings per share for the year ended 31 March 2025 was based on profit/(loss) attributable to equity shareholders of H 4,311.42 million (previous year: H 4,245.17 million) and weighted average number of equity shares outstanding after adjustment for effects of all the dilutive potential equity shares.
40 Share based payments
During the year ended 31 March 2016, the Company introduced the NH ESOP 2015 ("NH ESOP”) for the benefit of the employees of the Company, its subsidiaries and associates, as approved by the Board of Directors in its meeting held on 12 September 2015. NH ESOP 2015 provides for the creation and issue of 2,040,000 share options that would eventually convert into equity shares of H 10 each in the hands of the employees of the Company, its subsidiaries and associate. The options are to be granted to the eligible employees as per the eligibility criteria as determined by the Nomination and Remuneration Committee at its sole discretion. In case of plan one, the share options vest in a graded manner over a period of four years and are exercisable in one or more tranches within a period of four years from the date of first vesting, failing which the options shall
41 Service Concessionaire Arrangement
The Company had entered into an agreement with National Rural Health Mission, Assam (NRHM) on 16 August 2012 (“effective date”) to set up a super specialty hospital in Guwahati and to operate and manage such hospital for a period of 30 years. As per the agreement, NRHM will provide H 220.00 million in three instalments over a period of 1 year during execution of the project besides the existing hospital building on as is where is basis. The Company has received H 220.00 million as it met all the conditions relating to the grants. As per the terms of the agreement, the Company has entered into lease agreement with NRHM for existing building and land for a lease period of 30 years.
Also, as per the agreement not less than 50% of the hospitals beds shall be charged at 1.85% below the National Accreditation Board for Hospitals and Healthcare Providers (NABH) accredited hospital rates applicable. All the surgical, observational and other procedures for which super speciality rates are available in Central Government Health Scheme (CGHS) schedule, such rates quoted in CGHS schedule shall apply and for which it is not available, NABH accredited hospital rates shall apply.
The Company has established a super-speciality hospital providing all the necessary services and for that it has to bear all the expenses in setting up the facilities mentioned in the agreement and thereafter run the hospitals on a day to day basis.
The term of the agreement is to commence on the effective date and will continue until the expiration of 30 years on 15 August 2042. Thereafter, this agreement shall be renewed for such additional periods and on such terms and conditions as may be mutually agreed to by the parties to the agreement. The agreement can be terminated by the both the parties by mutual written agreement or if the other party breach or fail to perform any of its covenants or agreement or if any representation or warranty of the other party under this agreement shall have become untrue.
42 Capital management
The Company's policy is to maintain a stable capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. Management monitors capital on the basis of return on capital employed as well as the debt to total equity ratio.
For the purpose of debt to total equity ratio, debt considered is long-term and short-term borrowings. Total equity comprise of issued share capital and all other equity reserves.
Measurement of fair values
The carrying value of all financial assets approximates the fair value.
Methods/assumptions
The fair value is determined by using the valuation model/technique with observable/ non-observable inputs and assumptions.
B. Financial risk management
The Company's activities expose it to a variety of financial risks: credit risk, market risk and liquidity risk.
(i) Risk management framework
The Company's risk management is carried out by a central treasury department under policies approved by the Board of Directors. The Board supervises overall risk management, as well as policies covering specific areas, such as foreign exchange risk, credit risk and use of financial instruments.
(ii) Credit risk
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contract, leading to financial loss. The credit risk arises principally from its operating activities (primarily trade receivables) and from its investing activities, 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 been granted after obtaining necessary approvals for credit. The collection from the trade receivables are monitored on a continuous basis by the receivables team.
The Company establishes an allowance for credit loss that represents its estimate of expected losses in respect of trade and other receivables based on the past and the recent collection trend. The maximum exposure to credit risk as at reporting date is primarily from trade receivables amounting to H 2,986.10 million (previous year: H 2,253.95 million). The movement in allowance for credit loss in respect of trade and other receivables during the year was as follows:
No single customer accounted for more than 10% of the revenue as of 31 March 2025 and 31 March 2024. There is no significant concentration of credit risk.
Credit risk on cash and cash equivalents is limited as the Company generally transacts with banks and financial institutions with high credit ratings assigned by international and domestic credit rating agencies.
(iii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation. In addition, the Company maintains line of credit as stated in Note 16.
Explanation for variances exceeding 25%:
1 Current ratio in current year increased due to increase in investment, trade receivables and Cash and Cash equivalent as at year end when compared to previous year.
2 Debt equity ratio increased due to increase in borrowing (including the new NCD issued) during the current year as compared to previous year.
3 Net capital turnover ratio has decreased due to improvement in working capital (i.e., current assets less current liabilities) when compared to previous year.
45 During the year ended 31 March 2023, the Company had provided guarantee amounting to USD 79 Million for the loan obtained by Health City Cayman Islands (HCCI) from First Caribbean International Bank (FCIB) and signed Loan Agreement and Capital Contribution Agreement. In the event of HCCI defaulting for the third time in the repayment of loan/interest or any dues to FCIB, FCIB would have a right to release the Corporate Guarantee of USD 79 Million given by the Company from the Escrow Agent (refer note 32(c) & 34(c)). In such event, the liability of the Company towards the Corporate Guarantee would be for the entire value of USD 79 Million. As at 31 March 2024, HCCI has paid all its dues and has not defaulted in the repayment of any dues and the outstanding loan amount as of 31 March 2025 is NIL (previous year USD 7 Million).
During the year ended 31 March 2024, FCIB has executed the ""Deed of Release"" on 15 September 2023 and cancelled the corporate guarantee of USD 79 Million.
46 During the year ended 31 March 2024, the Company has incorporated the following wholly owned subsidiaries:
a) Narayana Health Insurance Limited (NHIL) on 24 May 2023 to carry on the business of Health Insurance and has infused H 1,000 Million into NHIL to meet the minimum capital requirement norms as per Insurance Regulatory and Development Authority of India (IRDAI). NHIL has been granted license by IRDAI dated 3 January 2024 and has commenced operations from 16 June 2024.
b) Samyat Healthcare Private Limited (SHPL) on 4 July 2023 to carry on the business of distribution of medicines, implants, medical equipments, consumables and other goods and assets as are used by hospitals. SHPL has commenced its operations from 1 December 2023.
c) Medha AI Private Limited (MAIPL) on 15 December 2023 to carry on the business of building or distributing platforms of all kinds of information technology services. MAIPL has commenced its operations from 16 February 2024.
47 Other Statutory Information
(i) There are no balance outstanding on account of any transaction with companies struck off under Section 248 of the Companies Act 2013 or Section 560 of Companies Act 1956.
(ii) The Company do not have any Capital-work-in progress or intangible assets under development whose completion is overdue or has exceeded its cost compared to its original plan.
(iii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies) including foreign entities (intermediaries) with the understanding that 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
(iv) 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
(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
(v) The company doesn't have any transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year.
(vi) The Company do not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(vii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year ended 31 March 2025 and 31 March 2024.
(viii) The Company has complied with the number of layers prescribed under clause (87) of Section 2 of the Companies Act, 2013
48 As per the requirement of the rule 3(1) of the Companies (Accounts) Rules, 2014, the Company uses only such accounting softwares for maintaining its books of account that have a feature of recording audit trail of each and every transaction creating an edit log of each change made in the books of account. This feature of recording the audit trail has operated throughout the year and was not tampered with during the year except in respect of one accounting software, audit trail was not enabled at the database level from April 1, 2024 to January 19, 2025. Additionally, in respect of other accounting software, the audit trail has been preserved only for 180 days.
The Company has established and maintained an adequate internal control framework over its financial reporting and based on its assessment, has concluded that the internal controls for the year ended 31 March 2025 were effective.
49 Subsequent events after the reporting period
The Board of Directors has evaluated subsequent events from the end of the reporting period, i.e., 31 March 2025, to the date these financial statements were approved. There have been no events occurring after the reporting date that require disclosure or adjustment in these financial statements as per Ind AS 10 - Events after the Reporting Period.
50 The Board of Directors of the Company at its meeting held on 29 November 2024 approved the Scheme of Arrangement for the Merger of Meridian Medical Research & Hospital Ltd. (MMRHL), the subsidiary (“Transferor Company”) with the Company (“Transferee Company”) and their respective Shareholders and Creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“the Scheme”) with 1 April 2024 as the appointed date and have recommended 1 (One) equity share of the Company to the shareholders of MMRHL (other than the Company) for every 2 (Two) fully paid-up equity shares of MMRHL.
The Scheme is filed with BSE and NSE ('Stock Exchanges') on 20 December 2024. The Stock Exchanges after reviewing the Scheme, have forwarded the application to the Securities and Exchange Board of India and is subject to their approval and other approvals under the applicable laws from Government and Regulatory authorities.
51 Narayana Vaishno Devi Speciality Hospitals Private Limited (NVD), wholly owned subsidiary of the Company has entered into a management agreement on 27 March 2025 with Shri Mata Vaishno Devi Charitable Society (“SMVDCS") to provide supervisory oversight to the operations and management of the Hospital (along with the relevant assets and liabilities) will be the responsibility of SMVDCS from 1st April 2026 or effective date, whichever is later.
52 Previous year's figures have been reclassified/ regrouped, wherever necessary, to conform to this year's classification.
for and on behalf of the Board of Directors of Narayana Hrudayalaya Limited
Dr. Emmanuel Rupert Viren Prasad Shetty
Managing Director Whole - time Director
DIN: 07010883 DIN: 02144586
Sandhya Jayaraman Sridhar S
Chief Financial Officer Company Secretary
Place: Bengaluru Place: Bengaluru
Date: 23 May 2025 Date: 23 May 2025
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