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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 540975ISIN: INE914M01019INDUSTRY: Hospitals & Medical Services

BSE   ` 348.45   Open: 344.95   Today's Range 342.35
351.95
+5.05 (+ 1.45 %) Prev Close: 343.40 52 Week Range 238.90
558.30
Year End :2023-03 

14.2 Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. All equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time and subject to dividend payable to preference shareholder. The voting rights of an equity shareholder on a poll (not on show of hands) is in proportion to the shareholders' share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable 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 after distribution of all preferential amounts in proportion to the number of equity shares held.

14.3 Employee stock options

Terms attached to stock options granted to employees are described in Note 41 regarding employee share based payments.

14.7 Details of bonus shares issued during the past 5 years immediately preceeding 31 March 2023:

The Company has not issued bonus shares during the period of five years immediately preceding 31 March 2023.

14.8 Details of shares issued for consideration other than for cash during the past 5 years immediately preceeding 31 March 2023:

The Company has not allotted any equity shares as fully paid-up without consideration being received in cash during the past 5 years immediately preceeding 31 March 2023.

14.9 Details of buyback of shares during the past 5 years immediately preceeding 31 March 2023:

The Company bought back 5,714,285 equity shares for an aggregate amount of INR 120 crores at INR 210 per equity share. The equity shares bought back were extinguished on 18 March 2020.

A Secured bank loans

Note 1: The term loans from bank (including current portion) includes Indian rupee term loan taken from Federal Bank, which carries interest at 7.25% to 8.65% p.a (linked to RBI repo rate) These loans are originally repayable in 96 instalments (63 instalments remaining as at 31 March 2023). The term loans is secured by:

a) Hypothecation of all movable fixed assets relating to Aster Medcity Hospital, Kochi (comprising plant and machinery, furniture fixture, vehicles and other movable assets), present and future;

b) Equitable mortgage of 8.50 acres of landed property of the Company and 8.81 acres of landed property of DM Med City Hospitals (India) Private Limited, a wholly owned subsidiary of the Company;

c) First charge on entire cashflows of the Aster Medcity Hospital, Kochi; and

d) Assignment of contractor guarantees, liquidated damages, letter of credit, guarantee or performance bonds that may

be provided by any counter party under project agreement or contract and insurance policies in favour of the borrower,

related to Aster Medcity, Kochi.

Note 2: The term loans from bank (including current portion) includes Indian rupee term loan taken from Federal Bank, which carries interest at 7.25% to 8.65% p.a (linked to RBI repo rate). These loans are originally repayable in 60 instalments (28 instalments remaining as at 31 March 2023). The term loans is secured by:

a) Exclusive first charge by way of hypothecation on all movable fixed assets of the Company relating to Aster Medcity Hospital, Kochi including plant & machinery, furniture, fixture, vehicles and other movable assets, both present and future;

b) Exclusive first charge by way of equitable mortgage on 13.43 acres of commercial landed property at Kochi owned by DM Medcity Hospitals (India) Private Limited and 13.82 acres of commercial landed property at Kochi owned by Aster DM Healthcare Limited. (Collateral); First charge on current assets of the Company.

Note 3: The term loans from bank (including current portion) includes Indian rupee term loan taken from HDFC Bank, which carries

interest at 7.25% to 8.75% p.a (linked to 3 months T-Bills). These loans are originally repayable in 20 instalments (11

instalments remaining as at 31 March 2023). The loans is secured by:

a) First pari passu charge by way of hypothecation on all movable fixed assets of the Company relating to Aster Medcity Hospital, Kochi; Aster CMI, Bangalore and RV Hospital, Bangalore including plant & machinery, furniture, fixture, vehicles and other movable assets, both present and future;

b) Exclusive first charge by way of equitable mortgage on 11.68 acres in Cheranellor belonging to Ambady Infrastructure Private Limited, a wholly owned subsidiary of Aster DM Healthcare Limited (Collateral);

c) First charge on current assets, operating cashflows, receivables, commissions, revenues of whatsoever nature and wherever arising, present and future of the Aster DM Healthcare Limited; and

d) Fixed Deposit- DSRA for 1 quarter for the Term Loan of INR 35 crores for INR 3 crores.

Note 4: The term loans from bank (including current portion) includes Indian rupee term loan taken from Axis Bank, which carries

interest at 7.9% to 9.3% p.a (linked to RBI repo rate). These loans are originally repayable in 24 instalments (23 instalments remaining as at 31 March 2023). The loans is secured by:

a) Exclusive first charge on all movable fixed assets of the project.

b) Extension of first charge by way of equitable mortgage on 13.43 acres of commercial landed property at Kochi owned by DM Medcity Hospitals (India) Private Limited and 13.82 acres of commercial landed property at Kochi owned by Aster DM Healthcare Limited with hospital building. (Currently charged to Federal Bank)

c) Minimum collateral coverage of 100% to be maintained during the currency of the facility; and

d) Corporate Guarantee of DM Medcity Hospitals Private Limited.

Note 5: The term loans from bank (including current portion) includes Indian rupee term loan taken from Axis Bank, which carries interest at 8.00% to 9.40% p.a (linked to RBI repo rate). These loans are originally repayable in 28 instalments (28 instalments remaining as at 31 March 2023). The loans is secured by:

a) Exclusive first charge on all movable fixed assets of the project;

b) Extension of first charge by way of equitable mortgage on 13.43 acres of commercial landed property at Kochi owned by DM Medcity Hospitals (India) Private Limited and 13.82 acres of commercial landed property at Kochi owned by Aster DM Healthcare Limited with hospital building. (Currently charged to Federal Bank);

c) Minimum collateral coverage of 100% to be maintained during the currency of the facility;

d) Corporate Guarantee of DM Medcity Hospitals Private Limited and Ambady Infrastructure Private Limited;

e) First paripasu charge by way of equitable mortgage on land commensuring 11.68 acres in Cheranelloor belonging to Ambady Infrastructure Private Limited, a wholly owned subsidiary of Aster DM Healthcare Limited; and

f) Exclusive first charge on leasehold rights of the project building.

Note 6: The term loans from bank (including current portion) includes Indian rupee term loan taken from Federal Bank, which carries interest at 7.25% to 8.65% p.a (linked to RBI repo rate). These loans are originally repayable in 48 instalments (36 instalments remaining as at 31 March 2023). The loans is secured by:

a) Exclusive first charge by way of hypothecation on all movable fixed assets of the Company created out of the said loan;

b) Second charge on current assets of the Company;

c) Hypothecation of machinery entire unencumbered movable fixed assets of the hospital; and

d) Cash margin @10% (Letter of Credit/ Bank Guarantee).

Note 7: The term loans from bank (including current portion) includes Indian rupee term loan taken from Federal Bank, which carries interest at 7.25% to 8.65% (linked to RBI Repo rate ). These loans are originally repayable in 240 instalments (240 instalments remaining as at 31 March 2023). The loans is secured by:

a) Exclusively First charge by way of hypotecation on all the movable fixed assets of the company including plant and machinery, furniture and fixtures, vehicles and other movable assets both present and future.

b) First Charge on the following properties for all limits of Aster DM Healthcare Ltd on pari pasu bases with Axis Bank and HDFC Bank. 13.12 acres of landed property at Kochi owned by DM Medcity Hospital India Pvt Ltd, 13.53 acres of landed property at kochi owned by Aster DM Healthcare Ltd with hospital buildings, 11.68 acres of landed property at kochi owned by Ambady Infrastructure Pvt Ltd.

Note 8: The term loans from NBFC (including current portion) includes Indian rupee term loan taken from Bajaj Finserv, which carries

interest at 9.25% p.a . These loans are originally repayable in 22 instalments (22 instalments remaining as at 31 March 2023). The loans is secured by:

a) First Pari Pasu Charge on immovable fixed assets with minimum FACR of 1.3x along with HDFC, AXIS and Federal Bank.

b) Immovable fixed asset details as below:

Pari Pasu charge on 13.43 acres of commercial landed property at Kochi owned by DM Medcity Hospital India Pvt Ltd, 13.82 acres of commercial landed property at Kochi owned by Aster DM Healthcare Ltd with hospital building and 11.68 acres in Cheranalloor owned by Ambady Infrastructure Pvt Ltd wholly subsidiary of Aster DM Healthcare Ltd ;and

c) Corporate Gurantee - DM Medcity Hospitals India Pvt Ltd and Ambady Infrastructure Pvt Ltd.

Note 9: There are no continuing defaults in the repayment of the principal loan and interest amounts.

B Secured overdraft/cash credit facilities from bank

Note 1: Overdraft and Working Capital Loan facility from Federal bank availed and carries and interest at 7.25% to 8.65% p.a (linked to RBI repo rate). The facility is secured by way of exclusive first charge on the current assets of the Company (present and future). Second charge on all primary and collateral securities, which includes:

a. Hypothecation of current assets;

b. Charge on entire fixed assets of the company (excluding those funded out of TL); and

c. Paripassu first charge on proportionate cash flows of 4 hospitals.

Note 2: Cash credit facility from Axis bank availed and carries interest of 7.9% to 9.00% p.a (linked to 3 months MCLR). The facility is secured by way of exclusive first charge on the current assets of the Company (present and future).

Note 3: Bank Gurantee and Buyers credit facility availed from Federal Bank and secured by 10% cash margin and additional charge on current assets and movable fixed assets with interest as per bank card rate.

Note 4 : Secondary collateral charge on the following properties for all limits of Aster DM Healthcare Ltd on pari pasu basis with respect to note 1, note 2 & note 3; 13.12 acres of landed property at Kochi owned by DM Medcity Hospital India Pvt Ltd, 13.53 acres of landed property at Kochi owned by Aster DM Healthcare Ltd with hospital buildings, 11.68 acres of landed property at Kochi owned by Ambady Infrastructure Pvt Ltd. Also, corporate gurantee given by DM Medcity Hospital India Pvt Ltd and Ambady Infrastructure Pvt Ltd.

32 Contingent Liabilities and Commitments

Particulars

As at

31 March 2023

As at 31 March 2022

Contingent liabilities

Claims against the Company not acknowledged as debts (Refer below note 1 and 5)

56.60

38.50

Export commitments under EPCG scheme (Note 2)

16.00

12.80

Corporate guarantees to various subsidiaries

341.50

319.50

Letter of credit

43.04

2.06

Additional salary payable under minimum wages act for retrospective periods (Note 3)

6.84

6.84

Bank guarantees

7.58

2.36

Commitments

Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for.

18.77

40.82

Note 1 : The Company has received income tax assessment orders for AY 2014-15 & 2015-16 wherein the assessing officer has raised net demand of INR 20.08 crores (net of taxes paid amounting to INR 4.28 crores) on account of disallowance of Foreign Tax Credit claimed as per provisions of Section 90/90A of Income Tax Act 1961 and the disallowance under section 14A. The Company had provision in the books pertaining to the AY 2014-15 & 2015-16, amounting to INR 2.48 . The Company has also received income tax demand order of INR 0.18 crore for AY 2012-13 where in assessing officer denied legal and professional fee and business promotion expenses. The Company also received income tax demand order of INR 2.28 crore for AY 16-17 where assessing officer contended TDS dedcuted from doctors are subject to section 192 rather than section 194J of income tax act 1961 based on the terms of arrangements with the doctors . The Company had also recieved income tax demand order of INR 0.20 crore for AY 17-18 wherein assessing officer made disallowances on account of delayed payment of provident fund deducted from employees. In all above cases, the Management believes that the position taken by it on the matter is tenable and hence, no adjustment has been made on the financial statements. The Company has filed an appeal against the demand received.

Note 2 : The Company has obtained duty free / concessional duty licenses for import of capital goods by undertaking export obligations under the EPCG scheme. As at 31 March 2023, the export obligations remaining to be fulfilled amounts to INR 16.00 crores (31 March 2022: INR 12.80 crores). In the event that export obligations are not fulfilled, the Company would be liable to pay the levies.

Note 3 : On 23 April 2018, the Government of Kerala issued an order revising the minimum wages of medical and nursing staff. The order 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 retrospective application 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 the Hon'ble High Court of Kerala in hearing list. Based on the stay order and legal advise, Management believes that their position will be upheld and therefore has not provided for the incremental cost for the period October 2017 to March 2018.

Note 4 : On 28 February 2019, the Hon'ble Supreme Court of India has delivered a judgment clarifying the principles that need to be applied in 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 Supreme Court judgement. In respect of the earlier periods/years, the Company has been legally advised that there are numerous interpretative challenges on the application of the judgment retrospectively. Based on such legal advice, the Management believes that it is impracticable at this stage to reliably measure the provision required, if any, and accordingly, no provision has been made towards the same. Necessary adjustments, if any, will be made to the books as more clarity emerges on this subject.

Note 5 : The Company has included claims of INR 32.06 crores under “Claims against the company not acknowledged as debt". The cases are compensation demanded by the patient/ their relatives and are pending with various Consumer Disputes Redressal Commission. The management believes that the Company has good chance of success in these cases and has adequate insurance coverage against all these claims.

Note 6 : The Company has reviewed all its pending litigations and proceedings and has adequately provided for where provisions are required and disclosed as contingent liability where applicable, in its standalone financial statements. The Company does not expect the outcome of these proceedings to have a materially adverse effect on its financial position. The Company does not expect any reimbursement in respect of the above contingent liabilities.

Note 7 : The Company has given bank guarantee in respect of certain contingent liabilities listed above.

Note 8 : The Company does not have any long-term commitments or material non-cancellable contractual commitments/contracts, including derivative contracts for which there were any material foreseeable losses other than disclosed in the standalone financials statements.

B Measurement of fair values

The following methods and assumptions were used to estimate the fair values:

The fair value of the derivative put option is determined using Monte Carlo simulation. The significant unobservable inputs used in the fair value measurement are risk free rate, volatility and management projected EBITDA growth rates.

Level 3 fair values

The significant unobservable inputs used in the fair value measurement of the level 3 fair values together with a quantitative sensitivity analysis as at 31 March 2022 and 31 March 2023 are as shown below:

C 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 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 management policies 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 risk management controls and procedures, the results of which are reported to the audit and risk management committee.

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 always measures the loss allowance for trade receivables at an amount equal to lifetime ECL. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtors and an analysis of the debtors' current financial position, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate, and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to INR 111.33 crores (31 March 2022: INR 61.55 crores) and unbilled receivables (net of advances from patient) as given in note 12 amounting to INR 13.51 crores (31 March 2022: INR 6.24 crores).

No single customer accounted for more than 10% of the revenue as of 31 March 2023 and 31 March 2022. There is no significant concentration of credit risk.

Credit risk on cash and cash equivalent and other bank balances is limited as the Company generally transacts with banks and financial 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 liabilities that are settled by delivering cash or another financial asset. Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for management of the Company's short, medium and long-term funding and liquidity management requirements. The Company's approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

Financial assets of INR 2,817.08 crores (including restricted deposits of INR 4.15 crores) as at 31 March 2023 carried at amortised cost is in the form of cash and cash equivalents, deposits, etc. where the Company has assessed the counterparty credit risk. Trade receivables of INR 111.33 crores as at 31 March 2023 carried at amortised cost and is valued considering provision for allowance using expected credit loss method (if any). In addition to the historical pattern of credit loss, we have considered the likelihood of increased credit risk. This assessment is not based on any mathematical model but an assessment considering the impact immediately seen in the demand outlook and the financial strength of the customers in respect of whom amounts are receivable. The Company has specifically evaluated the potential impact with respect to Healthcare service sector. The Company closely monitors its customers who are being impacted. Also a substantial portion of the financial asset is related to investments in subsidiary companies (INR 2,141.10 crores) and loans and advances to subsidiary companies (INR 353.05 crores, net of provision of INR 13.48 crores) wherein Management has considered on the projections while doing its assessment for impairment testing.

iv) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices, such as foreign exchange.

Foreign currency risk

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 financial instruments. One per cent is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the year-end for a one per cent change in foreign currency rates. A positive number below indicates an increase in profit and other equity where currency units strengthens one per cent against the relevant currency. For a one per cent weakening of currency units against the relevant currency, there would be a comparable impact on the profit and other equity, and the balances below would 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 the Company to cash flow interest rate risk. The interest rate on the Company's financial instruments is based on market rates. The Company monitors the movement in interest rates on an ongoing basis. The risk is managed by the Company by maintaining an appropriate 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 whole year. A one per cent increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible change in interest rates. The Company's sensitivity to interest rates has increased in the current year due to the additional variable rate long term borrowings taken during the year.

38 Employee Benefits

A The Company has a 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 to vested employees at retirement, death while in employment or on termination of employment of an amount equivalent to 15 / 30 days' salary payable for each completed year of service.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated. In presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

39 Leases

The Company has taken hospital premises on lease from various parties from where healthcare and management services are rendered. The leases typically run for a period of 1 year - 24 years. Lease payments are renegotiated nearing the expiry to reflect market rentals.

40 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.

41 Share Based Payments

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 the Company and its subsidiaries (collectively referred to as “eligible employees"). Under this plan, holders of vested options are entitled to purchase shares at the exercise price approved by the Nomination and Remuneration Committee (agreed at 25% discount at previous day closing traded share price). The Nomination and Remuneration Committee granted the options on the basis of performance, criticality and potential of the employees as identified by the management. Each employee share option converts into one equity share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither 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 the options remain unexercised at the end of the contractual life of the option, the options expire. Options are forfeited if the employee leaves the Company before the options vest.

The Company has granted different categories of options on 2 March 2013, 1 April 2014, 1 April 2015, 22 November 2016, 7 June 2017, 1 March 2018, 30 April 2018, 12 February 2019, 28 May 2019, 29 August 2019, 11 November 2019, 10 February 2020, 22 June 2020,

8 February 2021, 21 June 2021, 10 November 2021, 07 February 2022 ,13 February 2023 on different terms viz; incentive options, milestone options, performance options and loyalty options.

The Company has computed the fair value of the options for the purpose of accounting of employee compensation cost/ expense over the vesting period of the options.

The options outstanding at 31 March 2023 have an exercise price in the range of INR 10 to INR 155.71 (31 March 2022: INR 10 to INR 145.31) and a weighted average remaining contractual life of 4.28 years (31 March 2022: 4.98 years).

D Expense recognised in statement of profit and loss

For details on the employee benefits expense, see Note 27.

42 The Company has established a comprehensive system of maintenance of information and documents as required by the transfer pricing legislation under sections 92-92F of the Income Tax Act, 1961. Since the law requires existence of such information and documentation to be contemporaneous in nature, the Company is in the process of updating the documentation for the international transactions entered into with associated enterprises during the financial period and expects such records to be in existence latest by the date of filing its income tax return as required by the law. The Management is of the opinion that its international transactions are at arm's length so that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation.

43 As a part of the Restructuring process, the Board of Directors approved the appointment of the Investment bankers by the Company on 10th June 2022 to explore options which present an opportunity to unlock value for the Company and its stakeholders. The Investment Bankers have received interest and indicative terms from potential buyers for the Gulf Co-operation Council region ('GCC') business. The investment bankers are working actively with the potential buyers and their advisors. The shortlisted bidders have expressed a strong commitment to complete a transaction soon. The preparatory work including due diligence etc. is largely complete. The investment bankers have communicated that the binding bids are likely to be received by end of Q1 of Financial Year 2023-24. Upon submission of the final evaluation by the investment bankers, the Board shall review the proposals of sale of the Company's business in the GCC. Appropriate intimations and impact/ disclosures will be made as and when any conclusions are arrived at and approved by the Board.

Notes:

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 - Other income Interest Other adjustments (such as loss on sale of property, plant and equipment, fair valuation of put options)

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 Interest Other adjustments (such as loss on sale of property, plant and equipment, fair valuation of put options)

45 Additional Disclosures

a) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property during and as at 31 March 2023 and 31 March 2022 ('the reporting periods').

b) The Company has not revalued any of its Property, Plant and Equipment (including Right-of-Use Assets) during the reporting periods.

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 traded / invested in Crypto currency during the reporting periods.

e) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period as at the reporting periods.

f) The Company has not advanced or loaned or invested funds during the reporting periods to any other person(s) or entity(ies), including foreign 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."

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

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

ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries"

h) The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the reporting periods in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

i) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs (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.

j) The Company has granted loans to below mentioned related party which is repayable on demand

(i) Aster Clinical Lab LLP

(ii) Hindustan Pharma Distributors Private Limited

(iii) Alfaone Medicals Private Limited

k) The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

l) The Company has complied with the number of layers for its holding in downstream companies prescribed under clause (87) of Section 2 of the Companies Act, 2013 read with the Companies (Restriction on number of Layers) Rules, 2017.