A Oneindia Venture

Notes to Accounts of Max Healthcare Institute Ltd.

Mar 31, 2025

11.05 The Board of Directors of ALPS Hospital Limited (‘’ALPS’’/ ‘Transferor’) and Max Hospitals and Allied Services Limited (‘’MHASL’’/ ‘Transferee’) wholly owned subsidiaries of the Company, engaged in providing healthcare services, at their respective meetings held on May 16, 2022, approved the Scheme of Amalgamation (‘Scheme’). Following this, a petition was filed before the Hon’ble National Company Law Tribunal (‘NCLT’) under the provisions of sections 230 to 232 of the Companies Act, 2013, along with the applicable rules. Hon’ble NCLT vide its order dated February 25, 2025, approved the said Scheme with the appointed date of April 1, 2024. The merger has become effective from March 28, 2025.

11.06 During the year ended March 31, 2024, the Company acquired 100% equity stake in Alexis Multi-Speciality Hospital Private Limited (“Alexis”) which operates JCI & NABH accredited 200 bedded hospital namely ‘Alexis Multispecialty Hospital’.

11.07 During the year ended March 31, 2025, the Company acquired 100% equity stake in Jaypee Healthcare Limited (‘JHL’) which owns and operate 500-bed super specialty hospital in Noida & 200-bed secondary care hospital in Chitta, Bulandshahr.

11.08 The Company has issued ESOP to employees of the subsidiary companies. The granted ESOPs are accounted in accordance with Ind AS 102, Share Based Payments. Also, with effect from April 1, 2023, the Company has entered into a recharge arrangement under which the Company receives payment/reimbursement from subsidiaries against those ESOPs granted to their employees on a periodical basis.

11.01 During the year ended March 31, 2025, the Company had made an additional investment of an amount H 2,000 lakhs in Max Lab Limited by way of subscription towards rights issue of 2,00,00,000 equity shares.

Non-Current trade receivable represents amount of construction receivable from a partner healthcare facility for construction services provided by the Company in two phases. The receipt of the said receivable is spread over a period of 26.5 years and 20.5 years from handover date respectively for Phase I and Phase II of the Hospital building. (Also refer note 35.14)

11.02 On February 10, 2022, the Company entered into Shareholders Agreement for purchase of 100% equity of Eqova Healthcare Private Limited (‘Eqova’) in tranches. Accordingly, the Company acquired 26% stake in Eqova on February 15, 2022 and also placed a deposit of H 6,840 lakhs in escrow account towards purchase of a further stake of 34%, subject to agreed conditions precedent. During the year ended March 31, 2024, on April 13, 2023, the Company completed the acquisition of 34% stake in Eqova upon exercise of put option by one of the shareholders of Eqova pursuant to option agreement entered into by the Company, Eqova and such shareholder of Eqova on February 10, 2022. Further, the Company shall acquire the remaining stake of 40%, upon exercise of put / call options as per shareholders option agreement.

11.03 During the year ended March 31, 2025, the Company had made an additional investment for an amount of H 481 lakhs in Max Healthcare FZ-LLC, by way of subscription towards rights issue of 2,100 equity shares.

11.04 The Board of Directors of the Company at their meeting held on January 30,2025, accorded approval for voluntary liquidation of MHC Global Healthcare (Nigeria) Limited. During the year ended March 31, 2025, the Company has recognised provision for impairment on loan advanced including interest accured thereon and carrying value of investment. It may be noted that MHC Global Healthcare (Nigeria) Limited is not a material subsidiary and its liquidation shall have no significant impact on the financial statement of the Company.

Loans to related parties include:

14.01 Loan amounting to H 18,856 lakhs (March 31, 2024: H 20,856 lakhs) given to Dr. B.L. Kapur Memorial Hospital, to fulfil obligation under the Operation and Management Agreement, is repayable as per the loan agreement and carries interest rate of 11.50% per annum w.e.f October 1, 2024 (earlier the interest rate was 10.25% per annum).

14.02 Loan amounting to H 19,145 lakhs (March 31, 2024: H 19,280 lakhs) given to ALPS Hospitals Limited (formerly known as Max Hospitals and Allied Services Limited), for business operations, repayment of debts and other general corporate purpose, is repayable within 10 years from the date of first disbursement and carries interest rate of 9.75% per annum (March 31, 2024 : 9.75% per annum).

14.03 Loan amounting to H 9,000 lakhs (March 31, 2024: H 20,000) given to Crosslay Remedies Limited, for the purpose of financial assistance to Crosslay for acquisition of Starlit Medical Centre Private Limited, is repayable within 5 years from the date of disbursement and carries interest rate of 9.75% per annum (March 31, 2024 : 9.75% per annum).

14.04 Loan amounting to H 1,175 lakhs (March 31, 2024: H 1,146 lakhs) given to Max Healthcare FZ-LLC, Dubai, for business operations, repayment of debts and other general corporate purpose, is repayable within 3 years from the date of disbursement and carries interest rate of 8.25% per annum (March 31, 2024 : 8.50% per annum), based on Secured Overnight Financing Rate (“SOFR”).

14.05 Loan amounting to H Nil (March 31, 2024: H 167 lakhs) given to MHC Global Healthcare (Nigeria) Ltd, for business operations, repayment of debts and other general corporate purpose, is repayable within 3 years from the date of disbursement and carries interest rate of 8.25% per annum (March 31, 2024 : 8.50% per annum), based on Secured Overnight Financing Rate (“SOFR”). Also refer footnote 11.04.

14.06 Loan amounting to H 410 lakhs (March 31, 2024: Nil ) given to Alexis Multi-Speciality Hospital Private Limited, for purpose of acquiring hospital land, is repayable within 5 years from the date of first disbursement and carries interest rate of 9.75% per annum.

14.07 Loan amounting to H 9,900 lakhs (March 31, 2024: Nil ) given to Muthoot hospitals private limited, for business operations and other capital expenditure purpose, is repayable within 5 year from the date of first disbursement and carries interest rate of 9.75% per annum.

14.08 Loan amounting to H 1,03,530 lakhs was given to Jaypee Healthcare Limited on October 3, 2024, for payment of claim amount of financial creditors and carries interest rate of 9.75% per annum. As of March 31, 2025, the Company has received H 99,797 lakhs and has a balance of H 3,733 lakhs which is repayable within 5 years from the date of first disbursement.

14.09 Current portion of loan to related parties includes H 2,000 lakhs (March 31, 2024: H 2,000 lakhs) receivable from Dr. B.L. Kapur Memorial Hospital towards loans, H 238 lakhs from Max Healthcare FZ-LLC, Dubai and H 272 lakhs (March 31, 2024: H 65 lakhs) from ALPS Hospital Limited (formerly known as Max Hospitals and Allied Services Limited) towards interest receivable on these loans.

Loan to other healthcare service providers represents:

14.10These loans were extended to Gujarmal Modi Hospital & Research Centre for Medical Sciences (“GMHRC”) pursuant to a Memorandum of Understanding (MoU) executed on November 27, 2015. The purpose of the loans is to support the expansion of GMHRC’s hospital bed capacity from 250 beds to 650 beds. The loans carries an interest rate of 9.75% per annum (March 31, 2024: 9.75% per annum). The commissioning of the additional bed capacity will significantly enhance the Group’s earning potential under the long-term service agreement with GMHRC.

Security deposits includes:

Interest bearing refundable security deposits aggregating to H 17,453 lakhs (March 31, 2024: H 17,853 lakhs) provided to Devki Devi Foundation, Balaji Medical and Diagnostic Research Centre, and Gujarmal Modi Hospital & Research Centre for Medical Sciences (“GMHRC”) as performance security under the term of long term service agreements with these healthcare service providers. These carry interest @9.75% p.a.

Non-interest bearing refundable performance security deposits aggregating to H 7,243 lakhs (March 31, 2024: H 7,243 lakhs) to GMHRC under the terms of respective long term service agreements. These have been recorded at their discounted present value (“DPV”). The difference between the amount paid and DPV as at the year ended March 31, 2025, aggregating to H 6,495 lakhs (March 31, 2024: H 6,576 lakhs) has been considered as prepaid expenses and charged off to statement of profit and loss account over the period of the agreement. Refer note 16.02.

H 15,768 lakhs (March 31, 2024: H 13,214 lakhs) [present value is H 3,454 lakhs (March 31, 2024: H 2,499 lakhs)] as interest free refundable deposit to Muthoot Hospital Private Limited under the long term agreement for operation and management of the hospital. These have also been recorded at discounted present value. The Company has recognised the difference between the amount paid and discounted value as Intangible Asset/intangible assets under development towards operating and management rights of the hospital operation amounting to H 12,675 lakhs (March 31, 2024: H 10,613 lakhs) which is amortised over the period of agreement. Refer footnote 9.01(b) and note 10.

16.01 Capital advances includes :

(a) H 2,908 lakhs (March 31, 2024 : H 2,828 lakhs) pertaining to mobilisation and other advances given to the contractors in relation to the ongoing expansion projects at sector-56, Gurugram.

(b) H 1,686 lakhs (March 31, 2024 : H 1,686 lakhs) paid to the state authorities for allotment of a 5 acre land parcel for the purpose of setting up a hospital by the Company. The state authority has assured clear possession as required by the Company. The management believes that the possession of said land will be handed over by the state authority after resolution of concerns expressed by the Company. The remaining balance consideration payable as per allotment letter has been included as part of capital commitment (refer note 34.03). Additionally, a provision for interest payable on unpaid due installment and extension fee aggregating to an amount of H 719 Lakhs (March 31, 2024 : H 647 lakhs) has been recorded as liability in the financial statements

(c) H 946 lakhs (March 31, 2024 : H 1,198 lakhs) as an advance for purchase of TDR from a third party, for purposes of increasing floor space index in connection with hospital project in Gurugram. The balance as at March 31, 2025, represents amounts toward remainder TDR certificates to be provided by the third party as per terms of agreement.

(d) Carrying value aggregating to H Nil (March 31, 2024 : H 2,898 lakhs) related to ~17,200 sqm land located in Greater Noida, allotted earlier in year 2008 for setting up a hospital. Consequent to grant of possession and execution of the lease deed during the year ended March 31, 2025, the Company has capitalised the same under right of use asset.

16.02 Prepaid expenses includes undiscounted value of interest free refundable security deposit under terms of Pathology and Service

Agreement with other healthcare service providers.

19.05 Pursuant to Regulation 31 of the SEBI Listing Regulations, the details of shareholding for the quarter ended March 31, 2025, have been submitted to the stock exchanges.

19.06 Shares reserved for issue under employee stock option plan

Information relating to Max Healthcare Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the year end, is set out in note 35.04.

19.07 Dividend

During the year ended March 31, 2025, the Company paid a dividend of H 1.50/- per share (15% of the face value) out of the profits of the financial year 2023-24.

The Board of Directors at their meeting held on May 20, 2025 recommended a dividend of H 1.50 per share (15% of face value) out of the profits of the financial year 2024-25, subject to approval of the shareholders.

19.08 Change in Promoter group

Kayak Investments Holding Pte. Limited has been reclassified from Promoter to Public category, in compliance with Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pursuant to approval from BSE Limited vide letter ref. no. LIST/COMP/RK/1509/2024-25 and National Stock Exchange of India Limited vide letter ref. no. NSE/LIST/270, with effect from December 19, 2024

During the year ended March 31, 2025, the Company issued and allotted 2,29,645 (March 31, 2024: 9,89,583) ordinary shares of H 10 each on exercise of employee stock options granted under the Company’s Employee Stock Option 2020 Scheme.

19.02 Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of H 10 per share. Each holder of equity shares is entitled to one vote per share. 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, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

(i) Securities premium represents the premium on issue of shares. This can be utilized only for limited purpose as per the provisions of the Companies Act, 2013.

(ii) During the year ended March 31, 2025, Company issued and allotted 2,29,645 (March 31, 2024: 9,89,583) ordinary shares (face value of H 10 per share).Consequently, H 240 lakhs (March 31, 2024: H 2,372 lakhs) representing the fair value of the options exercised has been transferred from stock options outstanding account to securities premium.

During the year ended March 31, 2024, following change was there in Promoter shareholdings

Mr. Abhay Soi, Promoter, Chairman and Managing Director of the Company had, on November 9, 2023, transferred 90,000 equity shares of the Company to his brother, Mr. Aditya Soi (member of promoter group) by way of gift through an off-market transaction. The transfer of equity shares was in the nature of gift, hence no consideration was paid.

21.01 Term loan from banks :

(i) H 17,384 lakhs (March 31, 2024 : H 17,366 lakhs) from IDFC First Bank Limited repayable in 52 quarterly installments from April, 2018 is secured by way of :

(a) A first mortgage and charge on entire immovable properties of the Company located at Max Saket Hospital and Max Shalimar bagh Hospital.

(b) A first charge by way of hypothecation of entire movable PPE (except the movable current assets) of the Company

including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles, and

all other movable PPE of whatsoever nature but excluding the movable properties financed by specific vehicle/ equipment finance loans.

(c) A charge on the entire current assets including cash flows, receivables, books debts, revenues, raw material, stock-in

trade, and inventory of the Company of whatsoever nature and wherever arising (subject to a prior charge in favor of working capital lenders restricted to working capital limits of H 21,000 lakhs in aggregate).

(d) A first charge on the entire intangible assets of the Company, including but not limited to goodwill and uncalled capital, intellectual property.

(e) A first charge/mortgage/assignment, as the case may be, of -

i. all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the project document, duly acknowledged and consented to by the relevant counter-parties to such project Documents, all as amended, varied or supplemented from time to time

ii. subject to applicable law, all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the clearance, and

iii. all the rights, title, interest, benefits, claims and demands whatsoever of the Company in any letter of credit guarantee, performance bond, corporate guarantee, bank guarantee provided by any party to the project document, and

iv. all the right , title, interest, benefits claims and demands whatsoever of the Company under all insurance contracts.

(ii) H 1,718 lakhs (March 31, 2024: H 1,717 lakhs) from Indusind Bank Limited repayable in 150 monthly installments from June, 2019 is secured by way of:

(a) 1st Pari Pasu charge on the entire current assets subject to the first prior charge of working capital facility lenders to the extent of H 21,000 lakhs.

(b) 1st Pari Passu charge on the moveable fixed asset (excluding vehicles specifically charged to lenders who have financed those assets) including medical equipment (except medical equipment specifically charged to lenders who have financed those assets), movable plant and machinery, spares etc. of the borrower with other term lenders.

(c) 1st Pari Passu charge on the non-current asset of the borrower but not limited to goodwill and uncalled capital, intellectual property of the borrower with other term lenders.

(iii) H 2,195 lakhs (March 31, 2024: H 2,195 lakhs) from IDFC First Bank Limited repayable in 23 quarterly installments from August, 2022 is secured by way of :

(a) 1st Pari Passu on charge on land and building of MHIL Saket and MHIL Shalimar Bagh with other term lenders

(b) 1st Pari Passu on entire intangible assets with other term lenders

(c) 1st Pari Passu on entire movable fixed assets of MHIL (except equipment/ vehicle finance by specific loans) with other term lenders

(d) 2nd Pari Passu on entire current assets of MHIL with other term lenders (working capital lenders have first Charge on the entire current assets for their working capital limits of H 21,000 lakhs).

(iv) H 2,569 lakhs (March 31, 2024: H 2,768 lakhs) from Axis Bank Limited repayable in 17 equal quarterly installments from April 1 , 2024 till April 01, 2028 and one balance last Installment on July 01, 2028 is secured as mentioned below. by way of :

(a) First pari passu charge over the Movable Fixed Assets of the Company (Except vehicle financed by banks/NBFCs)

(b) Second Pari Passu charge on current assets of the Company.

(v) H 11,758 lakhs (March 31, 2024: Nil) from Axis Bank Limited repayable in 42 structured quarterly installments from August 2026 is secured as mentioned below. by way of :

a) Exclusive charge on the land and building of hospital facility in Sector -56, Gurgaon in the name of the borrower.

b) First Pari Passu charge over entire movable fixed assets (Excl vehicles and equipments financed) of the borrower.

21.02 Vehicle loan :

Vehicle loans of H 124 lakhs (March 31, 2024: H 246 lakhs) are repayable over the period ranging from one to five years and are secured by way of hypothecation of respective vehicles.

21.03 Loan from related party :

(a) 9.75% p.a. (March 31, 2024: 9.75% p.a.) interest bearing unsecured term loan of H 11,250 lakhs (March 31, 2024: H 6,250 lakhs) availed from Hometrail Buildtech Private Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period ranging from five years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges.

(b) 9.75% p.a. (March 31, 2024: 9.75% p.a.) interest bearing unsecured term loan of H 1,000 lakhs (March 31, 2024: H 1,000 lakhs) availed from ALPS Hospital Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period of five years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges.

21.04 Cash credit from banks (secured)

(i) (a) H 578 lakhs (March 31, 2024: H 579 lakhs) against sanctioned limit of H 3,500 lakhs from Yes Bank Limited.

(b) H 680 lakhs (March 31, 2024: H 818 lakhs) against sanctioned limit of H 2,000 lakhs from Indusind Bank Limited.

(c) H 389 lakhs (March 31, 2024: H 201 lakhs) against sanctioned limit of H 2,000 lakhs from ICICI Bank Limited.

(d) H Nil (March 31, 2024: H 929 lakhs) against sanctioned limit of H 2,000 lakhs from IDFC First Bank Limited.

(e) H 538 lakhs (March 31, 2024: H Nil) against sanctioned limit of H 1,500 lakhs from Axis Bank Ltd.

These cash credits are secured by way of first pari - passu charge on all current assets of the Company. The cash credits are repayable on demand.

(ii) Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts

34. Contingent liabilities, litigations and commitments 34.01. Contingent liabilities

(in H Lakhs)

S.

Particulars

No.

As at March 31, 2025

As at March 31, 2024 78,119

(i) Corporate guarantee given to financial institutions / banks in respect of financial assistance availed by subsidiaries of the Company and other healthcare service providers (amount is computed based on sanction working capital limits and outstanding term loan/ LC amount payable) [refer footnote (a) & note 35.20 (c)]

1,67,567

Corporate guarantee given to third party under long term service agreement

20,000

20,000

(ii) Claims against the Company not acknowledged as debts

- Civil Cases (refer footnote b below)

12,924

11,703

- Indirect tax (GST/VAT)(refer footnote c below)

762

249

- Income taxes

-

24

Notes:

(a) Guarantees are given by the Company to the lenders, on behalf of subsidiaries/Silo’s of the Company. These are not considered as prejudicial to the interest of the Company as it provides opportunities to the Company to increase the depth and width of its offering leading to growth in revenue & improvement in profitability. The Company does not expect any default by such subsidiaries of the Company and other healthcare service providers and accordingly no liability is likely to arise on the Company. Also, guarantees as on March 31, 2024 were given by the Company to the lenders on behalf of other healthcare services provider. On repayment of the loan by such healthcare service provider, the guarantee stands withdrawn.

(b) Claims against the Company not acknowledged as debts represent the cases that are pending with various Consumer Disputes Redressal Commissions / Courts. The management based on legal advise expect that the ultimate resolution of these matters will not have a material adverse effect on the Company financial positions and results of operations. In addition, the Company has taken Professional Indemnity Insurance Policy for claims pending against the Company to secure the Company from any financial implication in case of claims adjudicated against the Company.

(c) The Company is contesting the demands of VAT and GST on various issues, i.e., disallowance of ITC, non-submission of statutory forms, revenue reconciliation in tax forms, non-payment of tax on certain income / expense heads etc. The

management, including its tax advisors, believe that it has all the necessary data sets, reconciliations and its tax position will likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position and results of operations.

34.02. There are numerous interpretative issues relating to the Supreme Court (SC) judgement dated February 28, 2019 on provident fund (PF) on the inclusion of allowances for the purpose of PF contribution as well as its applicability of effective date. The Company is evaluating and seeking legal inputs regarding various interpretative issues. However, in absence of clarity on effective date, the Company has implemented the Supreme court (SC) Judgement in respect to PF calculation from April 1, 2019 and included all allowances for the purpose of PF contribution calculation.

(b) The Company has committed to provide financial and operational support to Max Lab Limited, Eqova Healthcare Private Limited, Starlit Medical Centre Private Limited and Jaypee Healthcare Limited, subsidiaries of the Company in order to meet its future financial obligation.

(c) For commitment towards purchase of shares of subsidiary - Eqova Healthcare Private Limited, refer to note 11.02.

34.04. Other commitment

1. The Company has no other commitments other than those in the nature of its routine business operation for purchase/sales as per the normal operating cycle of Company, obligations under other long term agreements towards medical and management services with healthcare service providers including indemnities to such healthcare service providers.

2. 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.

(j) The average duration of the defined benefit plan obligation at the end of the financial year 5 Years (March 31, 2024: 5 years).

(k) The partial plan assets are maintained with life Insurance Corporation of India (‘LIC’).

(l) The Company expects to contribute H 966 lakhs (March 31, 2024: H 806 lakhs) to the plan during the next financial year.

(m) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including demand and supply in the employment market. The above information is as certified by the actuary.

(n) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(o) The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the financial year.

35.03 Provident Fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the regional PF Commissioner. The Company recognize contribution payable to provident fund scheme as an expenditure, when an employee renders related service.

35.04 Share based payment plans A. Equity settled plans

The Nomination and Remuneration Committee of Board of Directors of the Company (“NRC”) approved the grant of 67,86,904 and 93,77,709 Employee stock options under the MHIL ESOP 2020 scheme & MHIL ESOP 2022 scheme respectively to the eligible employees of the Company and its subsidiaries. These options will vest subject to requirements of the SEBI SBEB Regulations and the respective MHIL ESOPs scheme.

ESOPs granted under the MHIL ESOP 2020 scheme shall vest after 1st and 2nd year from the date of grant at exercise price of H 10 per share and ESOPs granted under the MHIL ESOP 2022 scheme shall vest between 1st to 5th year from the date of grant at exercise price of H 350 to 900 per share.

The stock options vesting is subject to service and certain performance conditions mainly pertaining to certain financial parameters.

The movement in the number of stock options and the related weighted average exercise prices are given in the table below:

The Company granted stock options under the MHIL ESOP 2020 and 2022 Schemes to eligible employees, including those of subsidiaries. In line with relevant Ind AS, fair value (determined on grant date), expense of H4,268 lakhs under ESOP 2022 (March 31, 2024: H3,738 lakhs) was recognised in the Statement of Profit and Loss on a straight-line basis over the vesting period for each vesting portion. The tax deduction for such expense is however claimable only at the time of exercise of options by the allottees.

However, basis the legal advice and judicial precedents, claims tax deduction of based on the market value of shares allotted on exercise of options that exceeds the grant price. Accordingly, a tax deduction of H2,021 lakhs (ESOP 2020) has been claimed in financial year 2024-25. Deductions for unexercised options (ESOP 2020 and 2022) will be claimed in the year of exercise as per applicable tax treatment.

The Company assessed that the carrying value of all financial assets and financial liabilities approximates to their fair value.

The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

Long-term fixed-rate and variable-rate receivables are evaluated by the Company based on parameters such as interest rates and individual creditworthiness of the customer. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

The fair value of unquoted instruments, loans from banks and other financial liabilities as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

35.08 Fair value hierarchy

The fair value hierarchy is based on inputs used in valuation techniques that are either observable or unobservable and consists of three levels. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1: Inputs are quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company employs prudent liquidity risk management practices which inter alia means maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities. Given the nature of the underlying businesses, the corporate finance maintains flexibility in funding by maintaining availability under committed credit lines and this way liquidity risk is mitigated by the availability of funds to cover future commitments. Cash flow forecasts are prepared not only for the entities but the Group as a whole and the utilized borrowing facilities are monitored on a periodic basis and there is adequate focus on good management practices whereby the collections are managed efficiently. The Company while borrowing funds for large capital project, negotiates the repayment schedule in such a manner that these match with the generation of cash on such investment.

There has been no change in the valuation methodology for Level 3 inputs during the year. There were no transfers between Level 1, Level 2 and Level 3 during the year.

The company considers that the carrying amounts of financial assets and financial liabilities recognised in the financial statements at amortized cost will reasonably approximate their fair values.

35.09 Financial risk management objectives and policies

The Company has instituted a risk management framework which besides other, seeks to also minimize potential adverse effects on the Company’s financial performance. Financial risk management is carried out by a corporate finance department under policies approved by the Audit Committee and Risk Management Committee from time to time. The corporate finance department, evaluates and hedges financial risks e.g. forward covers for foreign currency risk exposures. The Audit Committee and Risk Management Committee oversee the financial risk management and had approved written policies covering specific areas, such as foreign exchange risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity etc.

The Company is exposed to capital risk, liquidity risk, credit risk and market risk. These risks are managed pro-actively by the senior management of the Company, duly supported by various functionaries and Committees.

a) Capital risk

c) Credit risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns to its shareholders and benefits for other stakeholders and to provide for sufficient capital expansion. The capital structure of the Company consists of equity and debt, which includes the borrowings disclosed in notes 21 and 22, cash and cash equivalents disclosed in note 17 and equity as disclosed in the statement of financial position. The Company uses the Debt to Equity as well as Net Debt to EBITDA ratio to measure the funding versus raising of additional share capital requirement. Debt to Equity ratio is calculated as debt divided by the Shareholder’s Fund and for calculating Net Debt to EBITDA, Net Debt is divided by the Normalized EBITDA for continued and discontinued operations. Net debt is calculated as long term and short term borrowings (including current maturities) as shown in the note 21 and 22 less net cash and cash equivalents. Normalized EBITDA is defined as earnings before interest, tax, depreciation and amortization for continued and discontinued operations. In order to maintain or adjust the capital structure, the Company may issue new shares or sell assets to reduce debt or raise debt and review decision on distributions to the shareholders. The Debt to Equity ratio of the Company as at March 31, 2024 and March 31, 2025 stood at 0.06 and 0.07 respectively and net debt to EBITDA ratio of the Company as at March 31, 2025 stood at 0.20.

Note : The cash and cash equivalents is more than the debt amount. Accordingly, net debt to EBITDA ratio is indeterminable as at March 31, 2024”

The Audit Committee, the Risk Management Committee and the Senior management review the status vis a vis approved maximum limit of debt, based on lower of ratio of Debt : Equity of 2:1 and Net Debt to EBITDA ratio of 4:1.

a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments (also refer note 34.01).

(i) Trade receivables

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. Management evaluate credit risk relating to customers on an ongoing basis. Receivable control management department assessed the credit quality of the customer, taking into account its financial position, past experience and other factors. The Company provides credit to individuals on exceptional basis only. An impairment analysis is performed at each reporting date on an individual basis. Trade receivables comprise a widespread customer base and a large part of these sits in the State and Central Government bodies and institutions (both public and private). A large segment of the Company''s customers settle their bill in cash or using major credit cards on discharge date as far as possible. Further, a fairly large proportion of the customers are discharged post confirmation of third party administrator of the insurance companies, with whom the Company has a written contract. Further the Company provides for allowance for deductions based on empirical evidence whereby the receivables from various counterparties is marked down at the time of recognition of revenue. The management does not expect any significant loss from non-performance by counterparties on credit granted during the period under review that has not been provided for.

(ii) Financial instruments and cash deposit

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made in bank deposits and other risk free securities. All balances with banks and financial institutions is subject to low credit risk due to good credit ratings assigned by international and domestic credit rating agencies. Further, the Company reviews the creditworthiness of the counter-parties (on the basis of its ratings, credit spreads and financial strength) of all the above assets on an ongoing basis, and if required, takes necessary mitigation measures.

d) 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. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings, deposits, investments and foreign currency receivables and payables. The sensitivity analysis in the following sections relate to the position as at March 31 2025. The analysis exclude the impact of movements in market variables on the carrying values of employee benefits provisions, provisions, and the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2025.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

1% appreciation/depreciation of the respective foreign currencies with respect to functional currency of the Company would result in decrease/increase in the Company’s net profit/(loss) before tax by approximately H 26.48 lakhs and H 3.87 lakhs for financial assets and financial liabilities respectively for the year ended March 31, 2024.

As at March 31, 2025 and As at March 31, 2024, the Company has no derivative financial instruments such as foreign currency forward contracts to mitigate the risk of changes in exchange rate on foreign currency exposures. The counterparty for these contracts is generally a bank or a financial instruments.

(ii) Interest rate risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long term debt obligation at floating interest rates.

(iii) Equity risk

Equity risk is "the financial risk associated with holding equity instruments of a specific company as an investment of the Company." Equity risk is often related to ownership in companies through the purchase of shares and/or stock. Although the Company is exposed to equity risk, this exposure is insignificant for the Company due to the majority of its investments being in subsidiaries.

Terms and conditions of transactions with related parties

a) The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions and approved by the Audit Committee.

b) The income/expense from sales to and purchases from related parties are made on arm''s length basis. Outstanding balances at the year end are unsecured and interest free.

c) The Company has given corporate guarantees of H 1,87,567 lakhs (March 31, 2024 : H 97,412 lakhs) on behalf of the related parties [refer note 35.20 (c)]

d) The above transactions with related parties are exclusive of taxes.

35.12 Capital management

The Company’s objective while managing capital is to safeguard its ability to continue as a going concern (so that it is enabled to provide returns and create value for its shareholders, and benefits for other stakeholders), support business stability and growth, ensure adherence to the covenants and restrictions imposed by lenders and / or relevant laws and regulations, and maintain an optimal and efficient capital structure so as to reduce the cost of capital. However, the key objective of the Company’s capital management is to, ensure that it maintains a stable capital structure with the focus on total equity, uphold investor; creditor and customer confidence, and ensure future development of its business activities. In order to maintain or adjust the capital structure, the Company may declare dividends, return capital to shareholders etc.

35.14 Impairment assessment of recoverable amounts from healthcare service providers

(a) Impairment assessment of recoverable amounts from other healthcare service providers with whom the Company has long term medical service agreement

The Company has receivable amounting to H 68,324. lakhs (March 31, 2024 : H 43,483 lakhs) from other healthcare service providers, i.e., Devki Devi Foundation, Balaji Medical and Diagnostic Research Centre and Gujarmal Modi Hospital & Research Centre for Medical Sciences with whom the Company have long term medical services and pathology service agreement (‘Service Agreements’). Amounts recoverable include the following:

The recovery of these balances depends on the future cash flows and earning capacity of these healthcare service providers. Management has carried out an assessment and have concluded that the amounts are fully recoverable and no impairment in the value of the amount is necessitated.

(b) Impairment assessment of recoverable amounts from controlled entity (‘Silo’) with whom the Company has long term Operation and Management Agreement

The Company has amount receivable amounting to H 38,874 lakhs (March 31, 2024 : H 24,985 lakhs) from Dr. B L Kapur Memorial Hospital (''the Hospital''), Dr. Balabhai Nanavati Hospital (through Max Hospitals And Allied Services Limited) and Max Hospital Dwarka (A unit of Muthoot Hospital Private Limited), with whom the Company has long term Operation and Management (‘O&M’) Agreement. Under terms of O&M agreement, the Company is eligible for fixed and variable management fees from the Hospital for managing the hospital activities as per terms of the agreement. Amounts recoverable include the following:

35.16 The Company does not have any transactions with struck off Companies uner section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

35.17 The Board of Directors of ALPS Hospital Limited ("ALPS''''/ ''Transferor'') and Max Hospitals and Allied Services Limited (''''MHASL''''/ ''Transferee'') wholly owned subsidiaries of the Company, engaged in providing healthcare services, at their respective meetings held on May 16, 2022, approved the Scheme of Amalgamation (''Scheme''). Following this, a petition was filed before the Hon''ble National Company Law Tribunal (''NCLT'') under the provisions of sections 230 to 232 of the Companies Act, 2013, along with the applicable rules. Hon''ble NCLT vide its order dated February 25, 2025, approved the said Scheme with the appointed date of April 1, 2024. The merger has become effective from March 28, 2025.

35.18 The Company acquired a 63.65% stake in Jaypee Healthcare Limited (‘JHL’) on October 4, 2024, and the remaining 36.35% stake was acquired on November 11, 2024, for an aggregate consideration of approximately H 625 crore. Further, the Company provided a short term loan to JHL to settle the dues of its financial creditors. The Hon’ble NCLAT on October 17, 2024, ordered the closure of the Corporate Insolvency Resolution Process against JHL.

Additionally, an amount of H 7,363 lakhs was paid to the Yamuna Expressway Industrial Development Authority by the Company to seek permission for Change in Shareholding in JHL, which has been disclosed as ‘Exceptional Item’.

35.19 The liquidator appointed pursuant to the scheme of voluntary liquidation, approved by the shareholders of ET Planners Private Limited (‘ET Planners’), a step-down wholly owned subsidiary of the Company, distributed the entire business undertaking of ET Planners to ALPS Hospital Limited (‘ALPS’), its immediate holding company, on October 18, 2024, on a going-concern basis.

other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

35.22 The Board of Directors of Crosslay Remedies Limited (CRL) (wholly owned subsidiary of the Company) and Jaypee Healthcare Limited (JHL) (wholly owned subsidiary of the Company), at their respective meetings held on March 21, 2025, approved the Scheme of Amalgamation under sections 230 to 232 and other applicable provisions and rules under the Companies Act, 2013. In this regard, on May 7, 2025, CRL and JHL have filed a joint application with Hon’ble National Company Law Tribunal, Chandigarh Bench for necessary approvals. The merger, once approved, will unlock synergies, reduce operational costs, optimize cash flows and enhance the financial position of the merged entity.

35.23 No funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

35.24 During the year, the Company has reclassified employee-related payables, which were previously presented under “Trade Payables” to “Other Financial Liabilities” in the Balance Sheet. Further, “Impairment loss on trade receivables and advances, bad debts and debit balance written off” has been reclassified from Other income to Other expenses in Statement of Profit and Loss account. These reclassifications are in line with the recent opinion of Expert Advisory Committee of ICAI.

35.25 The Company was not required to transfer any amount to Investor Education and Protection Fund during the year.

35.26 Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

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

(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(iv) The Company has not accepted any deposit or amount which are deemed to be deposits.

(v) The Company has not entered into any non cash transaction with its directors or person connected with its directors.

(vi) 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 year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey) or any other relevant provisions of the Income Tax Act, 1961.

(vii) The Company has not been declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

35.27 The figures have been rounded off to the nearest lakhs of H up to two decimal places. The figure 0.00 wherever stated represents value less than H 50,000/-.


Mar 31, 2024

n. Provisions and contingent liabilities Provisions

A provision is recognized when the Company has a present obligation (legal or constructive) as a result of past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of such obligation.

Provisions are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

Contingent liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases, where there is a liability that cannot be recognized because it cannot be measured reliably.

Contingent assets are not recognised in the financial statements and are disclosed in the financial statement by way of notes to accounts when an inflow of economic benefit is probable.

Onerous contracts

The Company recognise provisions for onerous contracts, 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 estimated losses, if any, on incomplete contracts are recorded in the period in which such losses become probable based on the estimated efforts or costs to complete the contract. Further, the provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes impairment loss on the assets associated with that contract, if any.

o. Employee benefits Provident Fund ("PF")

Retirement/ post-employment benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the regional PF commissioner. The Company recognised contribution payable to employee provident fund scheme as an expenditure, when an employee renders related service.

Gratuity

Gratuity liability is a defined benefit obligation and is provided for on the basis of an actuarial valuation on projected unit credit method made at the end of each financial year. The Company has funded part of the gratuity liability by taking out a policy with insurance Company. The difference between the actuarial

valuation of the gratuity of employees at the period-end and the balance of funds with the life insurance corporation of India/Max Life Insurance Company Limited, is provided as liability in the books.

Net interest is calculated by applying the discount rate to the net defined benefit (liabilities/assets). The Company recognized the following changes in the net defined benefit obligation under employee benefit expenses in statement of profit and loss.

(i) Service cost comprising current service cost, past service cost, gain & loss on curtailments and non routine settlements.

(ii) Net interest expenses or income

Remeasurements, comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets (excluding amounts included in net interest on the net defined benefit liability), are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to statement of profit and loss in subsequent periods.

Compensated Absences

Accumulated leave, which is expected to be utilized within the next 12 months, is treated as short-term employee benefits. The Company measures the expected cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.

The Company treats accumulated leave expected to be carried forward beyond twelve months, as long term employee benefit for measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the projected unit credit method at the year end. Actuarial gains/ losses are immediately taken to the statement of profit and loss and are not deferred. The Company presents the leave as a current liability in the balance sheet, to the extent it does not have an unconditional right to defer its settlement beyond 12 months after the reporting date. Where Company has the unconditional legal and contractual right to defer the settlement for a period beyond 12 months, the same is presented as non-current liability.

Short-term obligations

Liabilities for wages and salaries, including non monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employee service upto

the end of the financial year and are measured at the amount expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

Long term incentive plan

Employees of the Company receives defined incentive, whereby employees render services for a specified period. Long term incentive is measured on accrual basis over the period as per the terms of contract.

p. Share-based payments

The Company recognized compensation expenses relating to share-based payments based on estimated fair values of the awards on the grant date. The estimated fair value of awards is recognized as an expense in the statement of profit and loss on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was in substance, multiple awards with a corresponding increase to stock options outstanding account.

q. Cash and cash equivalents and other bank balance

Our cash and cash equivalents and other bank balances comprise deposits with banks and financial institutions, are readily convertible to known amounts.

r. Earning per share

Basic earnings per equity share is computed by dividing the net profit or loss for the period attributable to the equity shareholders of the Company by the weighted average number of equity shares outstanding during the period.

Diluted earnings per share is computed by dividing the profit/(loss) after tax by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Dilutive potential equity shares are determined independently for each period presented. The number of equity shares and potentially dilutive equity shares are adjusted for share splits/reverse share splits and bonus shares, as appropriate.

s. Foreign currencies

The Company''s Financial Statements are presented in Indian Rupee (‘the functional currency'') which is also the Company''s functional and presentation currency.

Foreign-currency denominated monetary assets and liabilities are translated into the relevant functional currency at exchange rates in effect at the Balance Sheet date. The gains or losses resulting from such

translations are recognized in the Consolidated Statement of Profit and Loss and reported within exchange gains/ (losses) on translation of assets and liabilities, net, except when deferred in Other Comprehensive Income as qualifying cash flow hedges. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction. The related revenue and expense are recognized using the same exchange rate.

Transaction gains or losses realized upon settlement of foreign currency transactions are included in determining net profit for the period in which the transaction is settled. Revenue, expense and cashflow items denominated in foreign currencies are translated into the relevant functional currencies using the exchange rate in effect on the date of the transaction.

The translation of financial statements of the foreign subsidiaries to the presentation currency is performed for assets and liabilities using the exchange rate in effect at the Balance Sheet date and for revenue, expense and cash-flow items using the average exchange rate for the respective periods. The gains or losses resulting from such translation are included in currency translation reserves under other comprehensive income. When a subsidiary is disposed off, in full, the relevant amount is transferred to net profit in the standalone statement of profit and loss. However when a change in the parent''s ownership does not result in loss of control of a subsidiary, such changes are recorded through equity.

Other Comprehensive Income, net of taxes includes translation differences on non-monetary financial assets measured at fair value at the reporting date, such as equities classified as financial instruments and measured at fair value through other comprehensive income (FVOCI).

t. Derivative financial instruments and hedge accounting

Initial recognition and subsequent measurement

The Company holds derivative financial instruments, such as forward currency contracts, to hedge its exposure against foreign currency rates. Such derivative financial instruments are recognized at fair value on initial recognition and are subsequently remeasured at fair value. Although the Company believes that these derivatives constitute hedges from an

economic perspective, they may not qualify for hedge accounting under Ind AS 109, Financial Instruments. Any derivative that is either not designated as hedge, or is so designated but is ineffective as per Ind AS 109, is categorized as a financial asset or financial liability, at fair value through profit or loss. Derivatives not designated as hedges are recognized initially at fair value and attributable transaction costs are recognized in net profit in the statement of profit and loss when incurred. Subsequent to initial recognition, these derivatives are measured at fair value through profit or loss and the resulting exchange gains or losses are included in other income/expense. Assets / liabilities in this category are presented as current assets / current liabilities if they are either held for trading or are expected to be realized within 12 months after the balance sheet date.

u. Dividend

The final dividend, including tax thereon, on equity shares is recorded as a liability on the date of approval by the shareholders. An interim dividend, including tax thereon, is recorded as a liability on the date of declaration by the board of directors.

v. Segment accounting

The Company''s business activity primarily falls within a single reportable business segment and geographical segment namely ''Medical and Healthcare Services'' and ‘India'' respectively.

w. Current / non-current classification

The operating cycle is the time between the acquisition of assets for processing and their realization in cash and cash equivalents. The Company''s operating cycle consists of twelve months.

3.2 Significant accounting judgements, estimates and assumptions

The preparation of the standalone financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, the accompanying disclosures and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a adjustment to the carrying amount of the asset or liability affected in future periods.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the financial statements are prepared.

Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Company. Such changes are reflected in the assumptions when they occur.

Judgements

In the process of applying the Company''s accounting policies, management has made the following judgements, which have the most significant effect on the amounts recognised in the financial statements.

(a) Impairment

() Impairment testing of goodwill and other

Intangible assets

Goodwill and intangible assets (such as trademarks), that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired. Other intangible assets (including operation and management rights and service agreement which are depreciated over the life) are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset''s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset''s fair value less cost of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cashgenerating units). During the year, the Company has carried out the impairment assessment of goodwill and other intangibles (including those appearing in the subsidiaries) and have concluded that there is no impairment in value of goodwill and other intangibles assets as appearing in the financial statements.

(ii) Impairment testing of non-financial assets

The Company''s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset''s recoverable amount is estimated. Determining whether the asset is impaired requires to assess the recoverable amount of the asset or Cash Generating Unit ("CGU") which is compared to the carrying amount of the asset or CGU, as applicable. Recoverable amount is the higher of

fair value less costs of disposal or value in use. Where the carrying amount of an asset or CGU exceeds the recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

(Hi) Impairment testing of financial assets

The impairment provisions of financial assets are based on assumptions about risk of default and expected loss rates. The Company uses judgement in making these assumptions and selecting the inputs for the impairment calculation based on the Company''s past history, existing market conditions as well as forward looking estimates at the end of each financial year.

The Company reviews its trade receivables to assess impairment at regular intervals. In determining of impairment losses, the Company makes judgement as to whether there is any observable data indicating that there is a decrease in the estimated future cash flows and whether a risk of default and expected loss rates exists. Accordingly, an allowance for expected credit loss is made where there is an identified loss event or conditions which is based on historic loss rates, present developments such as liquidity issues and information about future economic conditions, with respect to reduction in the recoverability of cash flows.

(iv) Impairment of investment in subsidiaries

The Company assesses at each reporting date whether there is an indication that an investment may be impaired If any indication exists, or when annual impairment testing for an investment is required. The Company estimates the investment''s recoverable amount. A recoverable amount is higher of an investment''s CGU''s fair value less cost of disposal and its value in use. Where the carrying amount of an investment or CGU''s exceeds its recoverable amount, the investment is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the investments. In determining fair value less costs of disposal, appropriate methods are taken into account. On disposal of investment, the difference between net disposal proceeds and the carrying amount are recognised in the statement of profit & loss.

(b) Useful lives of property, plant and equipment

The charge in respect of periodic depreciation is derived after determining an estimate of an asset''s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company''s assets are determined by the Company at the time the asset is acquired based on historical experience with similar assets as well as anticipation of future events, which may impact their life such as technological obsolescence. The estimated useful life is reviewed at least annually.

(c) Taxes

Significant judgement is involved in the interpretation of complex tax regulations, changes in tax laws and determining the amount and timing of future taxable income. The Company recognises provisions and measurement of deferred tax, based on reasonable estimates. The amount of such provisions is based on various factors, such as experience of previous tax assessments and interpretations of tax regulations by the taxable entity and the responsible tax authority. Such differences of interpretation may arise on a wide variety of issues depending on the conditions prevailing in the respective domicile of the Companies.

(d) Assessment of claims and litigations disclosed as contingent liabilities

There are certain claims and litigations which have been assessed as contingent liabilities by the management (also refer note 30) and which may have an effect on the operations of the Company. The management has assessed that no further provision / adjustment is required to be made in the financial statements for the above matters, other than what has been already recorded, as they expect a favorable decision based on their assessment and the advice given by the external legal counsels / professional advisors.

(e) Gratuity and Compensated Absences

The Company liability towards cost of defined benefit plans (i.e. Gratuity and Compensated absences) is estimated using an actuarial valuations involves making various assumptions which may differ from actual developments in the future. These include the determination of the discount rate, future salary increases, attrition and mortality rates and future pension increases. Due to the complexity involved in the valuation, the underlying assumptions and its long-term nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed peiodically and at end of each financial year. at each reporting date.

(f) Fair value measurement of financial instrument

When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including the Discounted Cash Flow ("DCF") model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risk, credit risk and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.

3.3 Recent accounting pronouncements, to the extent applicable to the Company

Ministry of Corporate Affairs (“MCA") has not notified any new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules which are effective from April 1, 2024.

During the FY 2022-23 following changes have been made in Promoter shareholdings

(i) During the year ended March 31, 2023, Kayak Investments Holding Pte. Ltd. (“Kayak"), one of the promoter, had divested its entire shareholding held in the Company. Since Kayak ceased to hold any shares or exercise control in any manner whatsoever in the Company, a request was received from Kayak on September 30, 2022 for reclassification of its category from ‘Promoter'' to ‘Public'' in terms of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the request, the Company had submitted the requisite application seeking approval from stock exchanges i.e. National Stock Exchange of India Limited and BSE Limited, for reclassification of Kayak from ‘Promoter'' to ‘Public'' category and the same is yet to be approved.

In terms of Shareholders'' Agreement dated December 24, 2018 executed by and amongst (i) Mr. Abhay Soi (“Promoter/ Mr. Abhay Soi"); and (ii) Kayak Investments Holding Pte. Ltd. (“Investor/Kayak"), as amended from time to time (“Post Merger SHA") and the Deed of Accession and Adherence dated June 01, 2020 executed by the Company and upon pre-clearance approval accorded by the Board of Directors via resolution passed by circulation on August 18, 2022, 68,74,447 equity shares of the Company as “Upside Share" arise due to achieving of Internal Rate of Return (“IRR") threshold, were transferred to Mr. Abhay Soi by Kayak in dematerialized form at a price of H 10 per 10,000 shares or part thereof, aggregating to a total consideration of H 6,880.

(e) Pursuant to Regulation 31 of the SEBI Listing Regulations, the details of shareholding for the quarter ended March 31, 2024 have been submitted to the stock exchanges.

(f) Shares reserved for issue under employee stock option plan

Information relating to Max Healthcare Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the year end, is set out in note 31.04.

(g) Dividend

During the year ended March 31, 2024, the Company paid a maiden dividend of H 1/- per share (10% of the face value). The Board of Directors at their meeting held on May 22, 2024, recommended a dividend of H 1.5/- per share (15% of face value) out of the profits of the financial year 2023-24, subject to approval of shareholders.

(A) Term loan from banks :

(i) H 17,366 lakhs (March 31, 2023 : H 19,825 lakhs) from IDFC First Bank Limited repayable in 52 quarterly installments from April, 2018 is secured by way of :

(a) A First Mortgage and Charge on entire immovable properties of the Company pertaining to Max Saket Hospital and Max Shalimar bagh Hospital, both present and future.

(b) A first charge by way of hypothecation of entire movable PPE (except the movable current assets) of the Company, both present and future, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles, and all other movable PPE of whatsoever nature but excluding the movable properties financed by specific vehicle/equipment finance loans.

(c) A charge on the entire current assets including cash flows, receivables, books debts, revenues, raw material, stock-in-trade, and inventory of the Company of whatsoever nature and wherever arising, both present and future (subject to a prior charge in favor of working capital Lenders restricted to working capital limits of H 21,000 lakhs in aggregate).

(d) A first charge on the entire intangible assets of the Company, including but not limited to goodwill and uncalled capital, intellectual property, both present and future.

(e) A first charge/mortgage/assignment, as the case may be, of -(a) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the project document, duly acknowledged and consented to by the relevant counter-parties to such project documents, all as amended, varied or supplemented from time to time (b) subject to applicable law, all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the Clearance, and (c) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in any letter of credit guarantee, performance bond, corporate guarantee, bank guarantee provided by any party to the project document, (d) all the right, title, interest, benefits claims and demands whatsoever of the Company under all insurance contracts.

(ii) H 1,717 lakhs (March 31, 2023: H 1,714 lakhs) from Indusind Bank Limited repayable in 150 monthly installments from June,

2019 is secured by way of:

(a) 1st Pari Pasu charge on the entire current assets, both present and future, subject to the first prior charge of working capital facility lenders to the extent of H 21,000 lakhs.

(b) 1st Pari Passu charge on the moveable fixed asset (excluding vehicles specifically charged to lenders who have financed those assets) including medical equipment (except medical equipment specifically charged to lenders who have financed those assets), movable plant and machinery, spares etc. of the borrower with other term lenders.

(c) 1st Pari Passu charge on the non-current asset of the borrower but not limited to goodwill and uncalled capital, intellectual property, both present and future of the borrower with other term lenders.

(iii) H 2,195 lakhs (March 31, 2023: H 3,094 lakhs) from IDFC First Bank Limited repayable in 23 quarterly installments from

August, 2022 is secured by way of :

(a) 1st Pari Passu on charge on land and building of MHIL Saket and MHIL Shalimar Bagh with other term lenders

(b) 1st Pari Passu on entire intangible assets both present and future with other term lenders

(c) 1st Pari Passu on entire movable fixed assets of MHIL both present and future (except equipment/ vehicle finance by specific loans) with other term lenders

(d) 2nd Pari Passu on entire current assets of MHIL with other term lenders (working capital lenders have first charge on the entire current assets for their working capital limits of H 21,000 lakhs).

(iv) H 2,768 lakhs (March 31, 2023: H 2,781 lakhs) from Axis Bank Limited repayable in 52 structured quarterly installment

from January, 2019. The loan is secured by way of:

a) First pari passu charge over the movable fixed assets of the Company both present and future (except vehicle financed by banks/NBFCs)

b) Second Pari Passu charge on current assets of the Company.

(B) Vehicle loan :

Vehicle loans of H 246 lakhs (March 31, 2023: H 445 lakhs) are repayable over the period ranging from one to five years and

are secured by way of hypothecation of respective vehicles.

Term loan/vehicle loan is chargeable to interest from 7.25% per annum to 12.01% per annum depending upon the purpose, tenure and lending institution.

(C) Loan from related party :

(a) 9.75% p.a. (March 31, 2023: 9.25% p.a.) interest bearing unsecured term loan of H 6250 lakhs (March 31, 2023: H 6,272 lakhs) availed from Hometrail Buildtech Private Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period five years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges.

(b) 9.75% p.a. (March 31, 2023: 9.25% p.a.) interest bearing unsecured term loan of H Nil (March 31, 2023: H 8,049 lakhs) availed from Crosslay Remedies Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period five years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges. During the year, the Company has prepay of H 8,049 lakhs to Crosslay Remedies Limited.

(c) 9.75% p.a. (March 31, 2023: 9.25% p.a.) interest bearing unsecured term loan of H 1,000 lakhs (March 31, 2023: H 1,000 lakhs) availed from ALPS Hospital Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period of five years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges.

(D) Cash credit from banks (secured)

(i) (a) H 579 lakhs (March 31, 2023: H 883 lakhs) against sanctioned limit of H 3,500 lakhs from Yes Bank Limited.

(b) H 818 lakhs (March 31, 2023: H 647 lakhs) against sanctioned limit of H 2,000 lakhs from Indusind Bank Limited.

(c) H 201 lakhs (March 31, 2023: H 247 lakhs) against sanctioned limit of H 2,000 lakhs from ICICI Bank Limited.

(d) H 929 lakhs (March 31, 2023: H 269 lakhs) against sanctioned limit of H 2,000 lakhs from IDFC First Bank Limited.

These cash credits are secured by way of first pari - passu charge on all current assets of the Company (both present and future). The cash credits are repayable on demand.

(ii) Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts

(E) Deferred payment liabilities :

Deferred payment liabilities is secured by hypothecation of medical equipment and repayable in 20 quarterly instalments from June 2018.

(j) The average duration of the defined benefit plan obligation at the end of the financial year 5 Years (March 31, 2023: 5 years).

(k) The partial plan assets are maintained with LIC of India.

(l) The Company expects to contribute H 806 lakhs (March 31, 2023: H 660 lakhs) to the plan during the next financial year.

(m) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including demand and supply in the employment market. The above information is as certified by the actuary.

(n) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(o) The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the financial year.

51.03 Provident Fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the regional PF Commissioner. The Company recognize contribution payable to provident fund scheme as an expenditure, when an employee renders related service.

51.04 Share based payment plans

A. Equity settled plans

The Nomination and Remuneration Committee of Board of Directors of the Company (“NRC") approved the grant of 67,86,904 and 88,15,709 Employee stock options under the MHIL ESOP 2020 scheme & MHIL ESOP 2022 scheme respectively to the eligible employees of the Company and its subsidiaries. These options will vest subject to requirements of the SEBI SBEB Regulations and the respective MHIL ESOPs scheme.

ESOPs granted under the MHIL ESOP 2020 scheme shall vest after 1st and 2nd year from the date of grant at exercise price of H 10 per share and ESOPs granted under the MHIL ESOP 2022 scheme shall vest between 3rd to 5th year from the date of grant at exercise price of H 350 per share.

The stock options vesting is subject to service and certain performance conditions mainly pertaining to certain financial parameters.

The movement in the number of stock options and the related weighted average exercise prices are given in the table below:

The market value of shares as on the date of exercise of the options is much higher than the fair value of the stock options as on the date of grant. ESOP value to the extent of a) the difference between the fair value of the equity shares on the date of exercise and exercise price paid by the employees and b) expense already recognised in the books of account (based on fair value of the grants) is not debited to the profit and loss account of the Company in the books of account, in terms of above accounting principles.

However, basis the legal advice, total amount of H 4,652 lakhs pertaining to ESOP Scheme 2020 can be claimed as deduction in the returns of income of the Company and accordingly, the Company has claimed such tax deduction in computation of income for tax purposes for the financial year 2023-24. Balance amount pertaining to vested but unexcised shares of ESOP Scheme 2020 shall be claimed as deduction, on the basis of principle mentioned in above para, in the year in which options are exercised.

H 3,414 lakhs (ESOP Scheme 2022) debited to profit and loss account is to be carried forward and will be claimed as deduction in the year in which options pertaining to ESOP Scheme 2022 are exercised.

The Company assessed that the carrying value of all financial assets and financial liabilities approximates the fair value.

The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

Long-term fixed-rate and variable-rate receivables/borrowings are evaluated by the Company based on parameters such as interest rates and individual creditworthiness of the customer. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

The fair value of unquoted instruments, loans from banks and other financial liabilities as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The valuation requires management to use observable and unobservable inputs in the model, of which the significant observable and unobservable inputs are disclosed in the table below. Management regularly assesses a range of reasonably possible alternatives for those significant observable and unobservable inputs and determines their impact on the total fair value.

The fair values of the Company''s interest-bearing borrowings and other non-current financial liabilities are determined by using DCF method using discount rate that reflects the issuer''s borrowing rate as at the end of the financial year. The own nonperformance risk as at March 31, 2024 was assessed to be insignificant.

31.08 Fair value hierarchy

The fair value hierarchy is based on inputs used in valuation techniques that are either observable or unobservable and consists of three levels. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1: Inputs are quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

31.09 Financial risk management objectives and policies

The Company has instituted an overall risk management programme which seeks to minimize potential adverse effects on the Company''s financial performance. The Company uses forward covers to hedge foreign currency risk exposures. Financial risk management is carried out by a corporate finance department under policies approved by the Audit Committee and Risk Management Committee from time to time. The Corporate Finance department, evaluates and hedges financial risks in close cooperation with the various stakeholders. The Audit Committee and Risk Management Committee approves principles for overall financial risk management, as well as policies covering specific areas, such as foreign exchange risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity.

The Company is exposed to capital risk, liquidity risk, credit risk and market risk. These risks are managed pro-actively by the senior management of the Company, duly supported by various functionaries and Committees.

a) Capital risk

The Company''s objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns to its shareholders and benefits for other stakeholders and to provide for sufficient capital expansion. The capital structure of the Company consists of equity and debt, which includes the borrowings disclosed in notes 17,18 and 21(i), cash and cash equivalents disclosed in note 14(ii) and equity as disclosed in the statement of financial position. The Company uses the Debt : Equity as well as Net Debt to EBITDA ratio to measure the funding versus raising of additional share capital requirement. Debt: Equity ratio is calculated as debt divided by the Shareholder''s Fund and for calculating Net Debt to EBITDA, Net Debt is divided by the Normalized EBITDA for continued and discontinued operations. Net debt is calculated as long term and short term borrowings (including current maturities) as shown in the note 17,18 and 21(i) less net cash and cash equivalents. Normalized EBITDA is defined as earnings before interest, tax, depreciation and amortization for continued and discontinued operations. In order to maintain or adjust the capital structure, the Company may issue new shares or sell assets to reduce debt or raise debt and review decision on distributions to the shareholders. The Debt : Equity ratio of the Company as at March 31, 2023 and March 31, 2024 stood at 0.08 and 0.06 respectively.

Note : The cash and cash equivalents is more than the debt amount. Accordingly, net debt to EBITDA ratio is indeterminable as at March 31, 2023 & March 31, 2024

The Audit and Risk Management Committee and the Senior management review the status vis a vis approved maximum limit of debt, based on lower of ratio of Debt : Equity of 2:1 and Net Debt to EBITDA ratio of 4:1.

b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company employs prudent liquidity risk management practices which inter alia means maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities. Given the nature of the underlying businesses, the corporate finance maintains flexibility in funding by maintaining availability under committed credit lines and this way liquidity risk is mitigated by the availability of funds to cover future commitments. Cash flow forecasts are prepared not only for the entities but the Group as a whole and the utilized borrowing facilities are monitored on a periodic basis and there is adequate focus on good management practices whereby the collections are managed efficiently. The Company while borrowing funds for large capital project, negotiates the repayment schedule in such a manner that these match with the generation of cash on such investment.

c) Credit risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

(i) Trade receivables

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. Management evaluate credit risk relating to customers on an ongoing basis. Receivable control management department assesses the credit quality of the customer, taking into account its financial position, past experience and other factor. The Company provides credit to individuals on exceptional basis only. An impairment analysis is performed at each reporting date on an individual basis. Trade receivables comprise a widespread customer base and a large part of these constitutes dues from the State and Central Government bodies and institutions owned and managed by the State. Trade receivables includes amount from other healthcare service providers, with whom Company has long term agreements. A large segment of the Company''s customers settle their bill in cash or using major credit cards on discharge date as far as possible. Further, a fairly large proportion of the customers are discharged post confirmation of third party administrator of the insurance companies, with whom the Company has a written contract. The Company provides for allowance for deductions based on empirical evidence whereby the receivables from various counterparties is marked down at the time of recognition of revenue. The management does not expect any significant loss from non-performance by counterparties on credit granted during the financial year under review that has not been provided for.

(ii) Financial instruments and cash deposit

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made in bank deposits and other risk free securities. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter party''s potential failure to make payments. Credit limits of all authorities are reviewed by the management on regular basis. All balances with banks and financial institutions is subject to low credit risk due to good credit ratings assigned by international and domestic credit rating agencies.

The Company''s maximum exposure to credit risk for the components of the balance sheet as at March 31, 2024 and March 31, 2023 is the carrying amounts and the liquidity table above.

d) 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. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings, deposits, investments and foreign currency receivables and payables. The sensitivity analysis in the following sections relate to the position as at March 31, 2024. The analysis exclude the impact of movements in market variables on the carrying

values of gratuity and other post-retirement obligations, provisions, and the non-financial assets and liabilities. The sensitivity of the relevant profit and loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2024.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

Foreign currency risk sensitivity

Based on all other variables remaining constant, the following tables demonstrate the sensitivity to a reasonably possible change in foreign exchange rates as well as the impact of foreign exchange sensitivity on the profit and loss of the Company as a result of changes in the fair value of its monetary assets and liabilities.

31.12 Capital management

For the purpose of the Company''s capital management, capital includes issued equity attributable to the equity shareholders of the Company, share premium and all other equity reserves. The primary objective of the Company''s capital management is to maintain an efficient capital structure and maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital. The Company''s policy is to keep the gearing ratio between 20% and 50%. The net debt includes borrowings and lease liabilities, less cash and cash equivalents, excluding discontinued operations.

31.14 Impairment assessment of recoverable amounts from healthcare service providers

(a) Impairment assessment of recoverable amounts from other healthcare service providers with whom the Company has long term medical service agreement

The Company has amount receivable amounting to H 43,483 lakhs (March 31, 2023 : H 39,975 lakhs) from other healthcare service providers, i.e., Devki Devi Foundation, Balaji Medical and Diagnostic Research Centre and Gujarmal Modi Hospital & Research Centre for Medical Sciences with whom the Company have long term medical services and pathology service agreement (‘Service Agreements''). Amounts recoverable include the following:

- Trade receivable aggregating to H 9,656 lakhs (March 31, 2023 : H 10,284 lakhs)as non-current [Refer note 10(ii)] and H 3,398 lakhs (March 31, 2023 : H 3,181 lakhs) as current trade receivable for amounts due against Service agreements.

- an amount of H 17,853 lakhs (March 31, 2023 : H 17,853 lakhs) as security and performance deposit as per the terms of Service Agreement. In addition, an amount of H 6,000 lakhs (March 31, 2023 : H 2,000 lakhs) has been advanced as loan.

- H 6,576 lakhs (March 31, 2023 : H 6,657 lakhs) as prepaid expenses, difference between present value and security and performance deposit given.

The recovery of these balances depends on the future cash flows and earning capacity of these healthcare service providers. Management has carried out an assessment and have concluded that the amounts are fully recoverable and no impairment in the value of the amount is necessitated.

(b) Impairment assessment of recoverable amounts from controlled entity (‘Silo’) with whom the Company has long term Operation and Management Agreement

The Company has amount receivable amounting to H 21,502 lakhs (March 31, 2023 : H 29,427 lakhs) from Dr. B L Kapur Memorial Hospital (''the Hospital'') with whom the Company has long term Operation and Management (‘O&M'') Agreement. Under terms of O&M agreement, the Company is eligible for fixed and variable management fees from the Hospital for managing the hospital activities as per terms of the agreement. Amounts recoverable include the following:

- Loan aggregating to H 20,856 lakhs (March 31, 2023 : H 28,856 lakhs)[Refer note 10(iii)] carrying interest @ 10.25% repayable on quarterly basis as per agreement till the entire outstanding loan is repaid.

- Trade receivables aggregating to H 602 lakhs (March 31, 2023 : H 533 lakhs) towards management and other services.

- Unbilled revenue aggregating to H 3,479 lakhs (March 31, 2023 : Nil) towards variable management and operation fee.

- H 44 lakhs (March 31, 2023 : H 38 lakhs) as prepaid expenses, difference between present value and security and performance deposit given.

Management has carried out an assessment and have concluded that the amounts are fully recoverable and no impairment in the value of the amount is necessitated.

31.15 As per the provision of section 135(5) of the Companies Act, 2013 the Company has to incur at least 2% of average net profit of the preceding three financial years toward corporate social responsibility ("CSR"). Accordingly, a CSR committee has been formed for carrying out CSR activity as per schedule VII of the Companies Act, 2013. The Company has contributed a sum of H 544 lakhs (March 31, 2023: 169 lakhs) to healthcare trust hospital towards the treatment of economic weaker section patient and debited the same to the statement of profit and loss.

31.16 The Company does not have any transactions with struck off Companies under section 248 of Companies Act, 2013 or section 560 of Companies Act, 1956.

31.17 The Board of Directors of ALPS Hospital Limited (''''ALPS''TTransferor'') and Max Hospitals and Allied Services Limited (''''MHASL''V''Transferee'') (formerly known as Radiant Life Care Mumbai Private Limited) at their respective meetings held on May 16, 2022 approved the Scheme of Amalgamation (hereinafter referred to as ''Scheme'') under the provision of Sections 230 to 232 of the Companies Act, 2013 and relevant rules made thereunder, for the merger of ALPS with MHASL. The Scheme is subject to necessary statutory and regulatory approvals under applicable laws (including approval of the Hon''ble National Company Law Tribunal, Mumbai Bench).

31.18 Pursuant to the amendment in the schedule III, the figures for the previous year have been regrouped/ reclassified, wherever necessary, to correspond with the current year end classification/ disclosure.

31.19 Business combination

The Company had acquired 100% shares in Saket City Hospitals Limited (‘SCHL'') over a period of time, at a cost of H 86,811 lakhs and SCHL became a wholly owned subsidiary of the Company with effect from March 15, 2021. The investment in SCHL was fair valued under IND AS 103 in the books of the Company upon a business combination transaction on June 1, 2020 at H 111,864 lakhs.

During the year ended March 31, 2023, the Board of SCHL and shareholder (the Company) approved voluntary liquidation of SCHL under Section 59 of Insolvency and Bankruptcy Code, 2016 in order to consolidate the operations of SCHL with that of the Company to unleash operational efficiencies and other synergies. On August 31, 2022, the liquidator of SCHL appointed by the Company distributed the entire business undertaking of SCHL to the Company on a going concern basis, with effect from close of business hours on August 31, 2022.

During the year ended March 31, 2024, National Company Law Tribunal (“NCLT") ordered dissolution of SCHL and directed the liquidator to file the order with Registrar of Companies and Insolvency and Bankruptcy Board of India. Accordingly, SCHL stands “Dissolved" under section 59(8) of the Insolvency and Bankruptcy Code, 2016.

Accounting impact of the voluntary liquidation

The said distribution of business undertaking was accounted for using the pooling of interests method in accordance with Appendix C of Ind AS 103 ‘Business combinations of entities under common control''.

31.22 No funds (which are material either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

31.23 The Company was not required to transfer any amount to Investor Education and Protection Fund during the year.

31.24 Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

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

(iii) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(iv) The Company has not accepted any deposit or amount which are deemed to be deposits.

(v) The Company has not entered into any non cash transaction with its directors or person connected with its directors.

(vi) 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 year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey) or any other relevant provisions of the Income Tax Act, 1961.

(vii) The Company has not been declared as wilful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.

31.25 The figures have been rounded off to the nearest lakhs of rupees up to two decimal places. The figure 0.00 wherever stated represents value less than H 50,000/-.

31.26 Note No.1 to 31 form integral part of the standalone financial statements.

For and on behalf of the Board of Directors of MAX HEALTHCARE INSTITUTE LIMITED

ABHAY SOI

Chairman and Managing Director DIN:00203597

Mumbai, India May 22, 2024

YOGESH KUMAR SAREEN DHIRAJ ARORAA

(Chief Financial Officer) Company Secretary

ICAI Membership Number: 087383

New Delhi, India Mumbai, India

May 22, 2024 May 22, 2024


Mar 31, 2023

4.04 Pursuant to e-auction dated August 27, 2021, Haryana Shehri Vikas Pradhikaran (“HSVP”) had allotted a land parcel admeasuring ~ 6.11 acres located at Sector 53 in Gurugram (Haryana) to the Company on December 28, 2021 for setting up a hospital (“Project”) at a consideration of INR 9550.46 lakhs, which was capitalised in the books of account. Subsequently, vacant physical possession of land was given to the Company on February 23, 2022. On December 21, 2022, the allotment was unilaterally cancelled by HSVP, on the grounds that a part of the land (measuring 2.58 acre) could not be transferred by the previous developer/land owner (‘party’) to HSVP as stipulated in the license granted by HSVP to such party earlier. The above unilateral cancellation of the allotment of the land by HSVP was followed by a bank remittance of INR 9928.73 lakhs towards cost of land of INR 9550.46 lakhs earlier paid by the Company and interest thereon of INR 378.27 lakhs (net of TDS of INR 42.03 lakhs) upto the date of the cancellation.

The Company has challenged the unilateral and arbitrary cancellation of allotment of the land by HSVP in the Hon’ble Punjab and Haryana High Court as it is in violation of allotment letter and the Hon’ble High Court has admitted the petition and directed all parties to maintain status quo. The Company is seeking appropriate legal recourse for revocation of cancellation and restoration of the allotment of said land by HSVP at the earliest.

The amount remitted by HSVP has thus, been recorded as a liability [refer note 21(iv)] by the Company and no adjustment has been made in the financial statements with respect to any balances carried in the books of account towards allotment and capitalisation and any subsequent expenditure incurred in connection with the land/Project.

4.05 The Company has not revalued any of its property, plant and equipment during the year.

4.06 For the information in respect to contractual capital commitments for purchase of property, plant and equipment refer note 30(B).

4.07 Additions during the financial year ended March 31, 2023 include INR 5,527 lakhs towards 92 bedded onco tower at Shalimar Bagh.

5.01 In respect of immovable properties that have been taken on lease and disclosed in financial statements as right-of-use assets, the lease agreements are duly executed in favour of the Company.

5.02 Modification mainly represents amendment in lease terms for one of the hospitals.

5.03 The depreciation on right-of-use assets use for ongoing projects amounting to INR NIL lakhs (March 31, 2022 :INR 24 lakhs) has been included in cost of capital work-in-progress.

a) These calculations use cash flow projections over a period of six years/balance tenure of O&M agreement based on internal management budgets and estimates.

b) Terminal value is arrived by using sixth year’s forecasted cash flows to perpetuity using a constant long-term growth rate. This long-term growth rate takes into consideration external macroeconomic sources of data.

c) The discount rates used are based on the Company’s weighted average cost of capital of a comparable market participants, which is adjusted for specific risks.

Based on the assessment, the management has concluded that there is no impairment of goodwill in respect of the CGU’s. The management believes that any reasonably possible further change in key assumptions on which recoverable amount is based would not cause the carrying amount of the goodwill related to each of the significant units to exceed its recoverable amount

8.01 Operation & Management right

(a) The Company has entered into Operation & Management agreement (“O&M agreement”) with Lahore Hospital Society (“a Society”), as per the terms of this agreement, the Company has exclusive right to equip, administer, upgrade, manage, operate and supervise the Dr. B.L. Kapur Memorial Hospital (a hospital of Society) (referred to as deemed separate entity i.e. ‘Silo’). Rights obtained under O&M agreement, has been recognised as identifiable intangible assets and are amortised over the duration of contract i.e. 45 years till May 2054. This includes:

(i) INR 6,286 lakhs (March 31, 2022 : INR 6,286 lakhs) as ‘Operation and Management Rights’ of Dr. B. L. Kapur Memorial Hospital, to the extent the value of investments over the fair value of net assets on merger of erstwhile Radiant Life Care Private Limited and Halcyon Investment during the financial year ended March 31, 2017.

(ii) I NR 1,492 lakhs (March 31, 2022 : INR 1,492 lakhs) which represent the difference between the non-interest bearing refundable security deposit given under terms of O&M agreement and the present value of the same.

8.02 Pursuant to business combination accounting on June 01, 2020 as per Composite Scheme of Amalgamation and

Arrangement (‘Scheme’), identified intangible assets of accounting acquiree i.e. Max Healthcare Institute Limited were

measured at fair value on acquisition date, as determined by independent valuation expert engaged by the Company.

These intangible assets include:

i) Service agreement : Service Agreement is an intangible asset identified in terms of accounting principles of Ind AS, arising from medical service agreement and radiology and pathology agreement (‘Agreements’), between the Company and other healthcare service providers to provide medical services. The Company receives service fees in consideration of medical services provided. Upon business combination accounting on June 01, 2020, service agreements of INR 1,70,320 lakhs were recognised as per Ind AS 103 at acquisition date fair value determined by independent valuation expert engaged by the Company. Such service agreements are amortised as per the terms of respective agreements.

ii) Trademarks : Hospital units held by accounting acquiree (Max Healthcare Institute Limited, operate under the name of ‘Max Healthcare’ Trademark. The Company uses ‘Max Healthcare’ trademark and this trademark was transferred as part of the Scheme. Accordingly, Trademark was recognised at the time of merger as per Ind AS 103 at acquisition date fair value determined by independent valuation expert engaged by the Company. The trademark have indefinite life and carried at acquisition date fair value less impairment losses, if any.

(iii) Non compete fee of INR 1,311 lakhs has been recognised upon business combination as per Ind AS 103. Such non compete fee is amortised over the period of non compete agreement.

(i) Projects in progress as at March 31, 2023 and March 31, 2022 INR 4,563 lakhs represents long terms service agreement with Muthoot Hospitals Private Limited (“MHPL”). The Company on January 20, 2022 has entered into a long term services agreement with Muthoot Hospitals Private Limited (“MHPL”) towards operations and management (“O&M”) of 300 beds hospital being constructed and developed at Sector 10 Dwarka, New Delhi. The Services Agreement will have an initial term of 30 (thirty) years from the date of construction completion notice (‘effective date’). The Company has paid an interest free refundable performance deposit under terms of Service Agreement, and will be entitled to a fixed and a variable service fee as stipulated in the Services Agreement upon provision of services from the effective date. The difference between the non-interest bearing refundable security deposit given under terms of O&M agreement and the present value of the same at the transaction date, has been recognised as identifiable intangible assets under development. Such intangible asset on completion of development will be amortised over the duration of contract i.e. 30 years from the effective date.

(i) During the year ended March 31, 2022, the Company purchased 100 equity shares of INR 10 each of Max Hospitals and Allied Services Limited (Formerly known as Radiant Life Care Mumbai Private Limited) (“MHASL”) from Mr. Abhay Soi at a total consideration of INR 9,506, based on the valuation report dated December 3, 2021 by an independent valuer. Accordingly, MHASL has become wholly owned subsidiary of the Company w.e.f. January 28, 2022.

(ii) On June 02, 2021, Max Lab Limited (“MLL”) was incorporated in India as a wholly owned subsidiary of the Company to inter alia pursue healthcare services or diagnostic testing, third party Hospital Lab Management in India or elsewhere, for

providing range of diagnostic services including pathology lab services, prognostic monitoring services, testing to retail customers and other organisations etc. Further, during the year ended March 31, 2023, the Company has made an additional investment of an amount INR 1,500 lakhs (as at March 31, 2022: INR 500 lakhs) in Max Lab Limited by way of subscription towards rights issue of 1,50,00,000 equity shares.

(iii) On July 12, 2021, Max Healthcare FZ-LLC, was incorporated in Dubai Healthcare City, United Arab Emirates as a wholly owned subsidiary of the Company for the purpose of business development and support services to potential international medical value travelers from Middle East and Africa region. Further, during the year ended March 31, 2023, the Company has made an additional investment for an amount of INR 483 lakhs (as at March 31, 2022: INR 101 lakhs) in Max Healthcare FZ-LLC, by way of subscription towards rights issue of 2,250 (as at March 31, 2022: 500) equity shares of Max Healthcare FZ-LLC.

No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person. Neither any trade nor other receivables are due from firms or private companies in which any director is a partner, director or a members.

Max Medical Services Limited (merged with the MHIL with effect from October 1, 2016) on December 10, 2001, had entered into an agreement with a healthcare service provider to construct a hospital building of Devki Devi Foundation (“DDF”). The phase I of the construction was completed and handed over in financial year 2004-05 for a consideration of INR 2,431 lakhs. The said consideration is receivable in equal instalments over 26.5 years from the handover date. Further, the Company completed phase II of the construction in financial year 2010-11 and handed over the possession for a consideration of INR 3,520 lakhs. The said consideration is receivable in equal instalments over 20.5 years from the handover date. The recoverable value was fair valued on the date of business combination, based on expected cash flow as per the contractual terms and accordingly recognised.

Since the receipt of the consideration is spread over 26.5 years and 20.5 years respectively for phase I and phase II, an income amounting to INR 182 lakhs (March 31, 2022 : INR 180 lakhs), has been recognized based on a fixed percentage of the turnover of the healthcare service provider and disclosed under “Other income” as income from deferred credit and INR 1,207 lakhs (March 31, 2022 : INR 1,242 lakhs) as interest income on fair valuation of trade receivables under “Finance income”. Also refer note 31.14.

(iv) On February 10, 2022, the Company entered into Shareholders Agreement for purchase of 100% equity of Eqova Healthcare Private Limited (“Eqova”) in tranches. Accordingly, the Company acquired 26% stake in Eqova on February 15, 2022 and also placed a deposit of INR 6,840 lakhs in escrow account towards purchase of a further stake of 34%, subject to agreed conditions precedent. Subsequently, on April 13, 2023, the Company completed the acquisition of 34% stake in Eqova upon exercise of put option by one of the shareholders of Eqova pursuant to option agreement entered into by the Company, Eqova and such shareholder of Eqova on February 10, 2022. Further, the Company shall acquire the remaining stake of 40%, upon exercise of put / call options as per shareholders option agreement.

(v) During the year ended March 31, 2022, the Company has made an additional investment for an amount upto INR 5,000 lakhs in ALPS Hospital Limited (“ALPS”), a wholly owned subsidiary of the Company, by way of subscription towards rights issue of 6,83,990 equity shares of ALPS. Further, ALPS has made acquisition of 100% equity shares of ET Planners Private Limited. Accordingly, ET Planners Private Limited has become a wholly owned subsidiary of ALPS and a step down wholly owned subsidiary of the Company with effect from August 27, 2021.

(vi) During the year ended March 31, 2023, the Company has acquired balance 1,41,148 (March 31, 2022: 2,39,67,993) equity shares of Crosslay Remedies Limited (“CRL”). As post acquisition the Company holds 100% equity stake in CRL (as at March 31, 2022: 99.90%) accordingly, CRL has become wholly owned subsidiary of the Company w.e.f. June 03, 2022.

(vii) On May 19, 2019, MHC Global Healthcare (Nigeria) Ltd, was incorporated in Nigeria, as a wholly owned subsidiary of the Company for the purpose of business development and support services to potential international medical value travelers from Middle East and Africa region. Further, the Company has made an investment for an amount upto INR 193 lakhs in MHC Global Healthcare (Nigeria) Ltd, by way of subscription towards fresh issue of 1,00,00,000 equity shares of MHC Global Healthcare (Nigeria) Ltd.

(viii) As per the ESOP scheme, the Company is eligible to issue ESOP to employees of the subsidiaries. Further as per Ind AS 102, if parent grants share-based payment to employees of subsidiary, parent will debit to investment in the subsidiary as a capital contribution and a credit to equity. Total 27,61,439 (March 31, 2022: 5,11,628) number of equity options granted under share based payment to employees of the subsidiaries.

(x) During the year ended March 31 2023, the liquidator, appointed pursuant to scheme of voluntary liquidation approved by the shareholders of Saket City Hospitals Limited (“SCHL”), a wholly owned subsidiary of the Company, had distributed the entire business undertaking of SCHL to the Company, on a going concern basis. The said distribution of business undertaking was accounted for using the pooling of interests method in accordance with Appendix C of Ind AS 103 ‘Business combinations of entities under common control’. Accordingly, the comparative financial information of the standalone financial statements for the previous periods have been restated to give effect of the consummation of business undertaking from beginning of the period disclosed. (Also refer note 31.19)

(A) Loans to related parties include:

(a) I nterest bearing loan amounting to INR 28,856 lakhs (March 31, 2022: 32,856 lakhs) given to Dr. B.L. Kapur Memorial Hospital, to fulfil obligation under the Operation and Management Agreement. As per the agreement, earlier the interest rate was 12% per annum which was reduced to 10.25% p.a w.e.f April 01, 2021, based on mutual understanding as per terms of contract.

(b) Interest bearing loan amounting to INR 12,250 lakhs (March 31, 2022: 6,300) given to Max Hospitals and Allied Services Limited (formerly known as Radiant Life Care Mumbai Private Limited), for business operations, repayment of debts and other general corporate purpose. As per the agreement, earlier the interest rate was 10.25% per annum which was reduced to 9.25% p.a w.e.f April 01, 2022 for the year ended March 31, 2023, based on mutual understanding as per terms of contract.

(c) I nterest bearing loan amounting to INR 205 lakhs (March 31, 2022: NIL) given to Max Healthcare FZ-LLC, Dubai, for business operations, repayment of debts and other general corporate purpose, repayable within 3 year from the date of disbursement and carries interest rate of 7.0% p.a, based on Secured Overnight Financing Rate (“SOFR”).

(d) Interest bearing loan amounting to INR 1,500 lakhs (March 31, 2022: NIL) given to Max Lab Limited for business operations, repayment of debts and other general corporate purpose, repayable within 5 year from the date of disbursement and carries interest rate of 9.25% p.a.

(B) During the year ending March 31, 2023, the Company has redeemed 20,00,000 0% non convertible redeemable preference shares of INR 100 each allotted by Hometrail Buildtech Private Limited (“HBPL”) for INR 4,711 lakhs along with premium of INR 2,711 lakhs.

(C) During the year ending March 31, 2022, the Company advanced amount of INR 176 lakhs and INR 188 lakhs respectively towards such investment in equity of MHC Global Healthcare (Nigeria) Limited and Max Healthcare FZ-LLC (Dubai). Shares were not allotted till March 31, 2022. Further, during the year ended March 31, 2023, the Company has been allotted equity shares in MHC Global Healthcare (Nigeria) Limited and Max Healthcare FZ-LLC (Dubai) against respective advances, outstanding as on March 31, 2022.

(D) Loan to other healthcare service providers represents:

Interest bearing loan amounting to INR 2,000 lakhs (March 31, 2022: 6,000 lakhs) given to Gujarmal Modi Hospital & Research Centre. Loan carries interest rate @ 9.25% for the year ended March 31, 2023 (March 31, 2022: 10.25%). These loans are extended by the Company to enhance the depth and width of its offering under the medical service agreement, leading to growth in its revenue and profitability. The Company does not expect any default. Also refer to note 31.14.

(i) During the financial year ended March 31, 2022, amount of INR 6,880 lakhs was deposited in escrow account towards purchase of further stake of 34% in Eqova Healthcare Private Limited subject to agreed condition precedent. Further, on April 13, 2023, the Company completed the acquisition of additional 34,000 equity shares having face value of INR 10 each fully paid up of Eqova representing 34% of paid up equity share capital of Eqova. The amount has been re-classified to current financial assets as on March 31, 2023.

(ii) Security deposits includes INR 17,853 lakhs (March 31, 2022: 17,853 lakhs) given to Devki Devi Foundation, Balaji Medical and Diagnostic Research Centre and Gujarmal Modi Hospital & Research Centre under the term of long term service agreements with these healthcare service providers. The deposit carry interest @9.25% per annum (March 31, 2022: 10.25% per annum) and are provided by the Company to enhance the depth and width of its offering under the medical service agreement, leading to growth in its revenue and profitability. The Company does not expect any default. Also refer note 31.14.

(iii) The Company has determined its security deposits not to be in the nature of loans since these are given in normal course of business and accordingly have been classified as part of other financial assets.

(i) Capital advances includes:

(a) Carrying value aggregating to INR 2,898 lakhs (March 31, 2022 : INR 2,898 lakhs) relates to pending land allotment by Greater Noida Industrial Development Authorities (“GNIDA”). The Company has applied to GNIDA for possession of land and is in regular discussion with GNIDA for the pending allotment to the Company.

(b) I NR 4,189 lakhs (March 31, 2022 : INR 7,552 lakhs) as an advance for purchase of Transferable Development Rights (“TDR”) from a third party, for purposes of increasing floor space index in connection with newly acquired hospital project land in Sector-53 and Sector-56, Gurugram. During the year, the Company has received TDR certificate of INR 3,363 lakhs for land in Sector 56 Gurugram and accordingly, same have been transferred into CWIP.

(ii) Other advances represents amount receivable from Greater Mohali Area Development Authority (“GMADA”) upon nonallotment of land by GMADA. The Company has filed claim for a refund of the amount paid and based on the discussions between GMADA officers and Company representative, an amount of INR 1,156 lakhs (net of estimated deduction) has been considered recoverable in the books of account.

(i) Margin money deposits given as security includes:

INR 34 lakhs (March 31, 2022: INR 48 lakhs) to secure bank guarantee issued to government authorities.

INR 26 lakhs (March 31, 2022: INR 25 lakhs) to secure bank guarantee issued to bank against overdraft limit.

INR 83 lakhs (March 31, 2022: Nil) margin money issued to bank against letter of credit.

(ii) Amount of INR 7,234 lakhs (March 31, 2022: INR 6,880 lakhs) is deposited in escrow account towards purchase of further stake of 34% in Eqova Healthcare Private Limited subject to agreed condition precedent. Further, on April 13, 2023, the Company completed the acquisition of additional 34,000 equity shares having face value of 0 10 each fully paid up of Eqova representing 34% of paid up equity share capital of Eqova consequent to contractual obligation of the Company to acquire equity shares of Eqova upon exercise of put option by one of the shareholders of Eqova pursuant to option agreement entered into by the Company, Eqova and such shareholder of Eqova on February 10, 2022. Also refer note 9(iv).

During the year ended March 31, 2023, the Company issued and allotted 13,09,370 (March 31, 2022: 36,68,449) ordinary shares of INR 10 each on exercise of employee stock options granted under the Company’s Employee Stock Option 2020 Scheme.

(b) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share.

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, if any. The distribution will be in proportion to the number of equity shares held by the shareholders.

During the FY 22-23 following changes have been made in Promoter shareholdings

(i) During the year ended March 31, 2023, Kayak Investments Holding Pte. Ltd. (“Kayak”), one of the promoter, had divested its entire shareholding held in the Company. Since Kayak ceased to hold any shares or exercise control in any manner whatsoever in the Company, a request was received from Kayak on September 30, 2022 for reclassification of its category from ‘Promoter’ to ‘Public’ in terms of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Based on the request, the Company had submitted the requisite application seeking approval from stock exchanges i.e. National Stock Exchange of India Limited and BSE Limited, for reclassification of Kayak from ‘Promoter’ to ‘Public’ category and the same is yet to be approved.

In terms of Shareholders’ Agreement dated December 24, 2018 executed by and amongst (i) Mr. Abhay Soi (“Promoter/ Mr. Abhay Soi”); and (ii) Kayak Investments Holding Pte. Ltd. (“Investor/Kayak”), as amended from time to time (“Post Merger SHA”) and the Deed of Accession and Adherence dated June 01, 2020 executed by the Company and upon pre-clearance approval accorded by the Board of Directors via resolution passed by circulation on August 18, 2022, 68,74,447 equity shares of the Company as “Upside Share” arise due to achieving of Internal Rate of Return (“IRR”) threshold, were transferred to Mr. Abhay Soi by Kayak in dematerialized form at a price of INR 10 per 10,000 shares or part thereof, aggregating to a total consideration of INR 6,880.

During the FY 21-22 following changes have done in Promoter shareholdings

(i) I n August, 2021, Kayak transferred 27,26,754 equity shares through open market sale towards compliance with the minimum public shareholding (MPS) threshold. In addition, Kayak has sold 18,64,79,885 equity shares through block trade during the year. Further, 1,35,67,988 equity shares were sold to Mr. Abhay Soi.

(ii) Promoter named Mr Analjit Singh, Ms. Piya Singh, Mrs. Neelu Analjit Singh, Ms. Tara Singh Vachani, Mr. Veer Singh & Max Ventures Investment Holdings Private Limited are classified from ‘Promoter'' category to ‘Public'' category of the Company, with effect from March 24, 2022.

(e) Pursuant to Regulation 31 of the SEBI Listing Regulations, the details of shareholding for the quarter ended March 31, 2023 have been submitted to the stock exchanges.

(f) Share reserved for issue under option

I nformation relating to Max Healthcare Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the year end, is set out in note 31.04.

(g) Dividend

The final dividend on shares is recorded as a liability on the date of approval by the shareholders. Interim dividends are recorded as a liability on the date of declaration by the Company’s Board. The Company declares and pays dividends in Indian Rupees.

A) Term loan from banks :

(i) INR 19,825 lakhs (March 31, 2022 : INR 21,751 lakhs) from IDFC First Bank Limited repayable in 52 quarterly installments from

April, 2018 is secured by way of :

(a) A first mortgage and charge on entire immovable properties of the Company pertaining to Max Saket Hospital and Max Shalimar bagh Hospital, both present and future.

(b) A first charge by way of hypothecation of entire movable PPE (except the movable current assets) of the Company, both present and future, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles, and all other movable PPE of whatsoever nature but excluding the movable properties financed by specific vehicle/equipment finance loans.

(c) A charge on the entire current assets including cash flows, receivables, books debts, revenues, raw material, stock-intrade, and inventory of the Company of whatsoever nature and wherever arising, both present and future subject to a prior charge in favor of working capital Lenders restricted to working capital limits of INR 19,000 lakh in aggregate

(d) A first charge on the entire intangible assets of the Company, including but not limited to goodwill and uncalled capital, intellectual property, both present and future.

(e) A first charge/mortgage/assignment, as the case may be, of (a) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the project document (including the documents given in schedule 2), duly acknowledged and consented to by the relevant counter-parties to such project documents, all as amended, varied or supplemented from time to time (b) subject to applicable law, all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the clearance, and (c) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in any letter of credit guarantee, performance bond, corporate guarantee, bank guarantee provided by any party to the project document, (d) all the right, title, interest, benefits, claims and demands whatsoever of the Company under all insurance contracts.

(ii) INR 1714 lakhs (March 31, 2022: INR 1,951 lakhs) from Indusind Bank Limited repayable in 150 monthly installments from June,

2019 is secured by way of :

(a) 1st Pari Pasu Charge on the entire current assets, both present and future, subject to the first prior charge of working capital facility lenders to the extent of INR 19,000 lakhs.

(b) 1st Pari Passu Charge on the moveable fixed asset (excluding vehicles specifically charged to lenders who have financed those assets) including medical equipment (except medical equipment specifically charged to lenders who have financed those assets), movable plant and machinery, spares etc. of the borrower with other term lenders.

(c) 1st Pari Passu charge on the non-current asset of the borrower but not limited to Goodwill and uncalled capital, intellectual property, both present and future of the borrower with other term lenders.

(iii) INR 3094 lakhs (March 31, 2022: INR 3,636 lakhs) from IDFC First Bank Limited repayable in 23 quarterly installments from

August, 2022 is secured by way of :

(a) 1st Pari Passu on charge on land and building of MHIL Saket and MHIL Shalimar Bagh with other term lenders

(b) 1st Pari Passu on entire intangible assets both present and future with other term lenders

(c) 1st Pari Passu on entire movable fixed assets of MHIL both present and future (except equipment/ vehicle finance by specific loans) with other term lenders

(d) 2nd Pari Passu on entire current assets of MHIL with other term lenders (working capital lenders have first charge on the entire current assets for their working capital limits of INR 19,000 lakhs).

(iv) INR 2,781 lakhs (March 31, 2022: INR 4,499 lakhs) from Axis Bank Limited repayable in 52 structured quarterly installment from January, 2019. The loan is secured by way of:

(a) First pari passu charge over the Movable fixed assets of the Company both present and future (Except vehicle financed by banks/NBFCs)

(b) Second Pari Passu charge on current assets of the Company.

(B) Vehicle loan :

Vehicle loans of INR 445 lakhs (March 31, 2022: INR 612 lakhs) are repayable over the period ranging from one to five years and are secured by way of hypothecation of respective vehicles.

Term loan/vehicle loan is chargeable to interest from 7.25% per annum to 12.01% per annum depending upon the purpose, tenure and lending institution.

(C) Loan from related party :

(a) 9.25% p.a. interest bearing unsecured term loan of INR 6,272 lakhs (March 31, 2022: INR 3,074 lakhs) availed from Hometrail Buildtech Private Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period ranging from five to fifteen years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges.

(b) 9.25% p.a. interest bearing unsecured term loan of INR 8,049 lakhs (March 31, 2022: INR 3,051 lakhs) availed from Crosslay Remedies Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period ranging from five to fifteen years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges.

(c) 9.25% p.a. interest bearing unsecured term loan of INR 1,000 lakhs (March 31, 2022: NIL) availed from ALPS Hospital Limited for general corporate purpose, capital expenditure and repayment of existing debts, is repayable over the period of five years. The Company has the right to prepay the facility amount at any time during the loan tenure, without any additional cost or charges.

(D) Deferred payment liabilities :

Deferred payment liabilities is secured by hypothecation of medical equipment and repayable in 20 quarterly instalments from June 2018.

All above borrowings have been used for the specific purpose as agreed with bank.

(E) Cash credit from banks (secured) :

(a) INR 883 lakhs (March 31, 2022: INR 835 lakhs) against sanctioned limit of INR 3,500 lakhs from Yes Bank Limited

(b) INR 647 lakhs (March 31, 2022: INR 745 lakhs) against sanctioned limit of INR 2,000 lakhs from Indusind Bank Limited

(c) INR 247 lakhs (March 31, 2022: INR 220 lakhs) against sanctioned limit of INR 2,000 lakhs from ICICI Bank Limited

(d) INR 269 lakhs (March 31, 2022: INR 487 lakhs) against sanctioned limit of INR 2,000 lakhs from IDFC First Bank Limited

(e) Nil (March 31, 2022: INR 54 lakhs) from Axis Bank Limited (also refer note 31.19)

These cash credits are secured by way of Prior pari - passu charge on all current assets of the Company (Both Present and Future). The cash credits are repayable on demand.

30. Contingent liabilities, litigations and commitments

A. Contingent liabilities (to the extent not provided for)

S. Particulars No.

As at March 31, 2023

(INR in Lakhs)

As at March 31, 2022

62,730

12,586

(i) Corporate guarantee given to financial institutions / banks in respect of financial assistance availed by subsidiaries of the Company and other healthcare service providers (Amount is computed based on sanction working capital limits and outstanding term loan/ LC amount payable as on March 31, 2023.) [refer footnote below & note to 31.20 (c)]

37,333

(ii) Claims against the Company not acknowledged as debts

- Civil Cases (refer footnote b below)

11,741

- VAT cases (refer footnote c below)

249

249

Notes:

(a) Guarantees given by the Company to the lenders on behalf of subsidiaries of the Company and other healthcare service providers is not considered as prejudicial to the interest of the Company as it provides opportunities to the Company to increase the depth and width of its offering leading to growth in revenue & improvement in profitability. The Company does not expect any default by subsidiaries of the Company and other healthcare service providers and any liability to accrue on the Company.

(b) Claims against the Company not acknowledged as debts represent the cases that are pending with various Consumer Disputes Redressal Commissions / Courts and the management, including its legal advisers, expect that its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company financial positions and results of operations. In addition to this, the Company has taken Professional Indemnity Insurance Policy for claims pending against the Company to secure the Company from any financial implication in case of claims adjudicated against the Company.

(c) The Company is contesting the demands of VAT on drugs and consumables used for treatment of patients in In-patient department and the management, including its tax advisors, believe that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company’s financial position and results of operations.

(d) Directorate General of Health Services (“DGHS”), Govt. of NCT Delhi had, on December 8, 2017, issued an order under Section 7 of the Delhi Nursing Home Registration Act, 1953 for cancelling the registration of Max Super Speciality Hospital, Shalimar Bagh “Hospital” with immediate effect and further directed to refrain from admitting any IPD Patients in the Hospital. Against this order, the Company had filed an appeal bearing no. 335/2017 before the Hon’ble Financial Commissioner, Govt. of Delhi “Appellate Authority” on December 13, 2017. On December 19, 2017, the Appellate Authority stayed the operation of the said cancellation order. Accordingly, the Hospital has resumed its operations on December 20, 2017 and the stay continues. The parents of the deceased child had filed an application for impleadment in the said appeal. On the last date of hearing i.e September09, 2022, the Hon’ble Financial Commissioner was pleased to dismiss the application of the deceased child’s parents for impleadment in the matter. The case is now fixed for May 30, 2023 for final arguments. The Company is of the view that the said cancellation order was passed by the DGHS in contravention of the provisions of Section 8 of Delhi Nursing Home Registration Act and violates the principles of natural justice and due process prescribed under the Act. The Company is confident that the Appellate Authority will set aside the cancellation order dated December 8, 2017 and uphold its view in the matter.

(e) A writ petition was filed by the Association of Healthcare Providers (India) (“AHPI”), which represented a majority of “healthcare providers” in Delhi, including the Company’s hospitals in Delhi, before the Delhi High Court, in relation to an order dated June 25, 2018 issued by the Director General Health Services (“DGHS”), Government of National Capital Territory of Delhi (“DGHS Order”). DGHS Order mandated that all private hospitals in Delhi comply with the recommendations of the Expert Committee, constituted pursuant to the Supreme Court order dated January 29, 2016, in W.P.(C) No. 527/2011, regarding the working conditions and pay of nurses in private hospitals. The Single Bench of Delhi High Court, on July 24, 2019, upheld the DGHS Order and directed mandatory compliance by all the private hospitals within a period of three months i.e. by October 24, 2019. It was further directed by the Single Bench that before cancellation of the registration of any private hospital for any non-compliance, DGHS will give the concerned private hospital a personal hearing and an opportunity to represent against

such proposed cancellation of registration and the cancellation will be only through a speaking order. Till date no private hospital in Delhi has been called for personal hearing by DGHS. AHPI has appealed against the said Single Bench Order before the Division Bench of Delhi High Court. During the year ended March 31, 2022, DGHS vide its order dated November 25, 2021 directed that nurses working in private hospitals are covered under minimum rates of wages and accordingly, previous order of DGHS dated June 25, 2018 stands withdrawn. The next date of the hearing is scheduled on October 10, 2023 and appropriate steps will be taken by the appellant (AHPI). The Company is complying with applicable rules and accordingly, the management believes that there is unlikely to be any material adverse impact on the Company

(f) There are numerous interpretative issues relating to the Supreme Court (SC) judgement dated February 28, 2019 on provident fund (PF) on the inclusion of allowances for the purpose of PF contribution as well as its applicability of effective date. The Company is evaluating and seeking legal inputs regarding various interpretative issues. However, in absence of clarity on effective date, the Company has implemented the Supreme court (SC) Judgement in respect to PF calculation from April 1, 2019 and included all allowances for the purpose of PF contribution calculation.

(b) The Company has committed to provide financial and operational support to ALPS hospital limited, Max Lab Limited, ET Planner Private Limited, Eqova Healthcare Private Limited and Max Hospitals and Allied Services Limited, subsidiaries of the Company in order to meet its future financial obligation.

(c) For commitment towards purchase of shares of subsidiary - Eqova Healthcare Private Limited, refer to note 9(iv).

C. Other commitment

1. The Company has no other commitments other than those in the nature of its routine business operation for purchase/ sales as per the normal operating cycle of Company, obligations under other long term agreements towards medical and management services with healthcare service providers including indemnities to such healthcare service providers.

2. 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 the ones recognised or disclosed elsewhere.

(i) Investment were fair valued at date of acquisition on account of business combination on June 01, 2020. Further, quantity purchased subsequent to business combination, has been added to the fair value at actual amount paid for such additional stake.

(ii) On August 27, 2021, the Company acquired 100% equity shares in ET Planners Private Limited (“ETPPL”) through its wholly owned subsidiary i.e. ALPS Hospital Limited for a cash consideration of INR 6,012 lakhs. ETPPL has an exclusive and long term rights to provide medical services and aid development of 500 bedded hospital to be built on 3.5 acres of land situated between two of Max network facilities at Saket, South Delhi. Acquisition of stake in ETPPL resulted in recognition of Intangible Asset - Service Agreement towards the medical service agreement, which has been recorded after considering related deferred tax impact.

31.02 Gratuity

The Company has a defined benefit gratuity plan. Under gratuity plan, every employees who has completed five years or more of service gets a gratuity on cessation of employment at 15 days of last drawn basic salary for each completed year of service. The Company has funded part of the gratuity liability by taking out a policy with the Life Insurance Corporation of India.

(m) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including demand and supply in the employment market. The above information is as certified by the actuary.

(n) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(o) The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the financial year.

31.03 Provident Fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the regional PF Commissioner. The Company recognize contribution payable to provident fund scheme as an expenditure, when an employee renders related service.

31.04 Share based payment plans A. Equity settled plans

The Nomination and Remuneration Committee of Board of Directors of the Company (“NRC”) on September 29, 2020, November 12, 2021 and August 11, 2022 approved the grant of 61,65,265, 3,75,924 and 2,45,715 respectively Employee Stock Options (‘ESOPs’) to the eligible employees of the Company and its subsidiaries, under the MHIL ESOP 2020 scheme, at an exercise price of INR 10 per share. These options will vest subject to requirements of the SEBI SBEB Regulations and the MHIL ESOP 2020 scheme.

Further, the Employee Stock Option Plan 2022’ was approved by the shareholders in annual general meeting “AGM” held on September 26, 2022. Subsequent to approval by Nomination and Remuneration Committee, the Company has granted 81,57,706 ESOPs under the ESOP 2022 (39% of grants linked to organizational performance), to the 268 eligible employees of the Company and / or its subsidiaries, on October 31, 2022. ESOPs granted shall vest between 3rd to 5th year from the date of grant at Exercise price of INR 350 per share.

The stock options vesting is subject to service and certain performance conditions mainly pertaining to certain financial parameters.

The movement in the number of stock options and the related weighted average exercise prices are given in the table below: MHIL ESOP 2020 Scheme

The Company granted stock options to the eligible employees (including employees of the subsidiary companies) under the MHIL ESOP 2020 and 2022 Scheme. In accordance with the provisions of Ind-AS and guidance note on accounting for employee share-based payments, issued by the Institute of Chartered Accountants of India for the purposes of accounting of the stock options, estimated fair value of the options determined on grant date is recognised as an expense in the statement of profit and loss on a straight-line basis over the required service period for each separately vesting portion, as ‘Share-based payments to employees’. Accordingly, INR 2,887 lakhs has been debited to the profit and loss account to the extent relating to the employees of the Company.

The market value of shares as on the date of exercise of the options is much higher than the fair value of the stock options as on the date of grant. ESOP value to the extent of (a) the difference between the fair value of the equity shares on the date of exercise and exercise price paid by the employees and (b) expense already recognised in the books of account (based on fair value of the grants), aggregating to INR 2,703 lakhs (including INR 531 lakhs pertaining to stock options issued to subsidiary but not recovered from the subsidiaries by the Company) is not debited to the profit and loss account of the Company in the books of account, in terms of above accounting principles.

However, basis the legal advice, total amount of INR 5,590 lakhs (INR 2,887 lakhs debited to P&L and INR 2,703 lakhs as mentioned in above para) is to be claimed as deduction in the return of income of the Company and accordingly, the Company has claimed such tax deduction in computation of income for tax purposes for the financial year 2022-23.

B. Cash settled plans (Employee Phantom Stock Plan 2017)

Employee Phantom Stock Plan, 2017 “the Scheme” are cash settled rights where the employees are entitled to get cash compensation based on the Company’s fair value, provided certain conditions as laid out in the Scheme are met. The fair value of the amount payable to the employees in respect of phantom stocks, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment.

31.06 Segment reporting

Operating results are regularly reviewed by the Chief operating Decision Maker (‘CODM’) who makes decisions about resources to be allocated to the segment and assess its performance. Segment results that are reported to the CODM include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. The Company has only one reportable business segment as it deals mainly in providing healthcare facilities comprising of primary care clinics, secondary care hospitals/ medical centres and tertiary care facilities in terms of Ind AS 108 ’’Operating Segment”. Further, the Company operates only in one geographical segment -India.

There are no external customers from which revenue is 10% or more of Company’s revenue.

The Company assessed that the carrying value of all financial assets and financial liabilities approximates the fair value.

The fair value of the financial assets and liabilities is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

Long-term fixed-rate and variable-rate receivables/borrowings are evaluated by the Company based on parameters such as interest rates and individual creditworthiness of the customer. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

The fair value of unquoted instruments, loans from banks and other financial liabilities as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The valuation requires management to use observable and unobservable inputs in the model, of which the significant observable and unobservable inputs are disclosed in the table below. Management regularly assesses a range of reasonably possible alternatives for those significant observable and unobservable inputs and determines their impact on the total fair value.

The fair values of the Company’s interest-bearing borrowings and other non-current financial liabilities are determined by using DCF method using discount rate that reflects the issuer’s borrowing rate as at the end of the financial year. The own nonperformance risk as at March 31, 2023 was assessed to be insignificant.

31.08 Fair value hierarchy

The fair value hierarchy is based on inputs used in valuation techniques that are either observable or unobservable and consists of three levels. The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments:

Level 1: Inputs are quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices included within Level 1 are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: Inputs are not based on observable market data (unobservable inputs). Fair values are determined in whole or in part using a valuation model based on assumptions that are neither supported by prices from observable current market transactions in the same instrument nor are they based on available market data.

31.09 Financial risk management objectives and policies

The Company has instituted an overall risk management programme which also focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance. The Company uses forward covers to hedge foreign currency risk exposures. Financial risk management is carried out by a corporate finance department under policies approved by the Audit and Risk Management Committee from time to time. The Corporate Finance department, evaluates and hedges financial risks in close co-operation with the various stakeholders. The Audit and Risk Management Committee approves principles for overall financial risk management, as well as policies covering specific areas, such as foreign exchange risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

The Company is exposed to capital risk, liquidity risk, credit risk and market risk. These risks are managed pro-actively by the senior management of the Company, duly supported by various functionaries and Committees.

a) Capital risk

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns to its shareholders and benefits for other stakeholders and to provide for sufficient capital expansion. The capital structure of the Company consists of equity and debt, which includes the borrowings disclosed in notes 17, 18 and 21(i), cash and cash equivalents disclosed in note 14(ii) & (iii) and equity as disclosed in the statement of financial position. The Company uses the Debt : Equity as well as Net Debt to EBITDA ratio to measure the funding versus raising of additional share capital requirement. Debt: Equity ratio is calculated as debt divided by the Shareholder’s Fund and for calculating Net Debt to EBITDA, Net Debt is divided by the Normalized EBITDA for continued and discontinued operations. Net debt is calculated as long term and short term borrowings (including current maturities) as shown in the note 17, 18 and 21(i) less net cash and cash equivalents. Normalized EBITDA is defined as earnings before interest, tax, depreciation and amortization for continued and discontinued operations. In order to maintain or adjust the capital structure, the Company may issue new shares or sell assets to reduce debt or raise debt and review decision on distributions to the shareholders. The Debt : Equity ratio of the Company as at March 31, 2022 and March 31, 2023 stood at 0.09 and 0.08 respectively.

Note : The cash and cash equivalents is more than the debt amount. Accordingly, net debt to EBITDA ratio is indeterminable as at March 31, 2023 (March 31, 2022 : 0.47).

The Audit and Risk Management Committee and the Senior management review the status vis a vis approved maximum limit of debt, based on lower of ratio of Debt : Equity of 2:1 and Net Debt to EBITDA ratio of 4:1.

b) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company employs prudent liquidity risk management practices which inter alia means maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities. Given the nature of the underlying businesses, the corporate finance maintains flexibility in funding by maintaining availability under committed credit lines and this way liquidity risk is mitigated by the availability of funds to cover future commitments. Cash flow forecasts are prepared not only for the entities but the Group as a whole and the utilized borrowing facilities are monitored on a daily basis and there is adequate focus on good management practices whereby the collections are managed efficiently. The Compnay while borrowing funds for large capital project, negotiates the repayment schedule in such a manner that these match with the generation of cash on such investment.

c) Credit risk

Credit risk is the risk of financial loss arising from counterparty failure to repay or service debt according to the contractual terms or obligations. Credit risk encompasses of both, the direct risk of default and the risk of deterioration of creditworthiness as well as concentration of risks. Credit risk is controlled by analysing credit limits and creditworthiness of customers on a continuous basis to whom the credit has been granted after obtaining necessary approvals for credit. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

(i) Trade receivables

Customer credit risk is managed by each business unit subject to the Company’s established policy, procedures and control relating to customer credit risk management. Management evaluate credit risk relating to customers on an ongoing basis. Receivable control management department assesses the credit quality of the customer, taking into account its financial position, past experience and other factor. The Company provides credit to individuals on exceptional basis only. An impairment analysis is performed at each reporting date on an individual basis. Trade receivables comprise a widespread customer base and a large part of these sits in the State and Central Government bodies and institutions owned and managed by the State. Trade receivables includes amount from other healthcare service providers, with whom Company has long term agreements. A large segment of the Company’s customers settle their bill in cash or using major credit cards on discharge date as far as possible. Further, a fairly large proportion of the customers are discharged post confirmation of third party administrator of the insurance companies, with whom the Company has a written contract. The Company provides for allowance for deductions based on empirical evidence whereby the receivables from various counterparties is marked down at the time of recognition of revenue. The management does not expect any significant loss from non-performance by counterparties on credit granted during the financial year under review that has not been provided for.

The Company uses an allowance for expected disallowance to estimate initial expected credit loss for determining the realizable revenue recognition and portfolio of collectible trade receivables. Allowance for expected disallowance has been created on total trade receivable. These estimates are reviewed periodically and change in estimates are taken on prospective basis. Management has fixed a percentage for allowance for deduction for each category of its customer as at March 31, 2023 as given below:

Category

March 31, 2023

March 31, 2022

Corporate and other

0.50%

0.50%

TPA

0.80%

1.00%

PSU

3.00%

3.00%

(ii) Financial instruments and cash deposit

(ii) Interest rate risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long term debt obligation at floating interest rates. The Company’s policy is to hedge part of its borrowings.

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company’s policy. Investments of surplus funds are made in bank deposits and other risk free securities. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter party’s potential failure to make payments. Credit limits of all authorities are reviewed by the manageme


Mar 31, 2022

• Fair value and remaining useful life of other assets acquired during previous year ended March 31, 2021, namely hospital buildings / other buildings and medical equipment, plant and machinery and other assets that were determined by independent valuation expert, which takes into account remaining economic life and replacement cost of such assets . The value of PPE acquired is depreciated/amortised on straight line method basis over such remaining useful life which best reflects the usage of asset to the accounting acquirer.

4.03 The depreciation of PPE use for ongoing projects amounting to INR 9 lakhs has been included in cost of capital work in progress.

4.04 For details of PPE pledged as security refer in note 17.

4.05 On Dec 28 2021, the Company has received possession of two land parcels situated in Gurugram measuring 6.11 acres and 5.26 acres located at Sectors 53 and Sector 56 respectively with Floor Space Index "FSI" of 1.50 times, alloted by HSVP (Haryana Shahri Vikas Pradhikaran) on a freehold basis consequent to public auction.

4.06 The Company has not revalued any of its property, plant and equipment during the year.

As on March 31, 2022, there are no projects under capital work-in-progress whose completion is overdue or has exceeded its cost compared to its original plan. Construction of immigration Centre at Mohali was started in October 22, 2019, but the same was completed in May, 2021 due to delay in receipt of occupancy certificate and other regulatory approvals by the landlord owing to COVID related restrictions.

During the previous year ended on March 31, 2021, pursuant to business combination accounting on June 01, 2020 as per Composite Scheme of Amalgamation and Arrangement, lease contracts of accounting acquiree (Max Healthcare Institute Limited, as more explained in note 31.21) were measured at acquisition date fair value. These assets includes leased Hospital at Dehradun, Panchsheel Park and Nursing hostels & other accommodations.

*The depreciation on right-of-use assets use for ongoing projects amounting to INR 24 lakhs (March 31, 2021 :INR 56 lakhs) has been included in cost of capital work in progress.

The Company’s evaluation of goodwill for impairment involves the comparison of the recoverable value of cash generating unit to its carrying value in accordance with I nd AS 36, Impairment of assets. The recoverable amount of CGU is determined based on the higher of the fair value less cost of disposal and the value in use. The Company has determined recoverable value, which includes use of discounted cash flow model to estimate recoverable value, and requires management to make significant estimates and assumptions related to future cash flow forecasts (including forecast of future revenue and operating margins), discount rates and the long term growth rates applied to these future cash flow forecasts. The cash flow projections generally cover a period of six years/balance tenure of O&M agreement.

The estimated cash flows reflects the assumptions for mid-term to long term market developments.

The key assumptions used for calculation are as follows.

Long term growth rate - 3% to 5%

Weighted average cost of capital - 11.5% to 12.5%

As the recoverable value is higher than the carrying amount and accordingly, no impairment provision has been recorded during the year ended March 31, 2022. The Company further believes that any reasonable change, including those related to the possible effects of the COVID-19 pandemic, in key assumptions on which recoverable amount is based, is not expected to cause the aggregate carrying amount to exceed the aggregate recoverable amount of any of the cash generating units.

8.01 Operation & Management right include the following:

(a) T he Company has entered into Operation & Management agreement ("O&M agreement") with Lahore Hospital Society ("a Society"), as per the terms of this agreement, the Company has exclusive right to equip, administer, upgrade, manage, operate and supervise the Dr. B L Kapur Memorial Hospital (a hospital of Society) (referred to as deemed separate entity i.e. ''Silo''). Rights obtained under O&M agreement, has been recognised as identifiable intangible assets and are amortised over the duration of contract i.e. 45 years till May 2054.

This includes:

(i) I NR 6,286 Lakhs (March 31,2021 : INR 6,286 lakhs) as ''Operation and Management Rights'' of Dr. B. L. Kapur Memorial Hospital, to the extent the value of investments over the fair value of net assets on merger of erstwhile Radiant Life Care Private Limited and Halcyon Investment during the financial year ended March 31,2017.

(ii) I NR 1,492 lakhs (March 31, 2021 : INR 1,492 lakhs) which represent the difference between the non-interest bearing refundable security deposit given under terms of O&M agreement and the present value of the same.

(iii) I NR 1512 lakhs in disposal represents fair value of guarantee provided to the lenders of Dr. B L Kapur Memorial Hospital, for the term loan borrowed from banks for which no guarantee commission was charged till March 31, 2020. With effect from June 1, 2021, the Company has started to charge guarantee commission on corporate guarantee given to the lenders on behalf of Dr. B L Kapur Memorial Hospital. Therefore, Intangible asset against fair value of guarantee provided to the lenders of Dr. B L Kapur Memorial Hospital is amortised.

(b) T epreciation for the previous year ended March 31, 2021 included INR 902 lakhs towards amortization of operation & Management right with BLK as more explained in note 8.01 (a)(iii) above.

8.02 During the previous year ended on March 31, 2021, pursuant to business combination accounting on June 01, 2020 as per Composite Scheme of Amalgamation and Arrangement (Scheme'') (Refer Note 31.21), identified intangible assets of accounting acquiree i.e. Max Healthcare Institute Limited (as more explained in note 31.21) were measured at acquisition date fair value, as determined by independent valuation expert engaged by the Company. These intangible assets include:

i) S ervice agreement : Service Agreement is an intangible asset identified in terms of accounting principles of Ind AS, arising from Medical Service Agreement and Radiology and Pathology Agreement (''Agreements''), between Max Healthcare Institute Limited / subsidiary companies and other healthcare service providers to provide medical services. The Company receives service fees in consideration of medical services provided. Upon business combination accounting on June 01,2020, service agreement of INR 72,048 lakhs was recognised as per Ind AS 103 at acquisition date fair value determined by independent valuation expert engaged by the Company. Such service agreements are amortised as per the term of respective agreements.

ii) Srademarks : Hospital units held by accounting acquiree (Max Healthcare Institute Limited, as more explained in note 31.21) operate under the name of ''Max Healthcare'' Trademark name. The Company uses ''Max Healthcare'' trademark and this trademark was transferred as part of the Scheme. Accordingly, trademark was recognised at the time of merger as per Ind AS 103 at acquisition date fair value determined by independent valuation expert engaged by the Company. The trademark have indefinite life and carried at acquisition date fair value less impairment losses if any.

(iii) S on compete fee of INR 1,311 lakhs has been recognised in the transaction upon business combination as per Ind AS 103. Such non compete fee are amortised over the period of non compete agreement.

(i) O n January 20, 2022, the Company has entered into a long term services agreement with Muthoot Hospitals Private Limited ("MHPL") towards operations and management ("O&M") of 300 beds hospital being constructed and developed at Sector 10 Dwarka, New Delhi. The Services Agreement will have an initial term of 30 (thirty) years from the date of construction completion notice. As per terms of Service Agreement, the Company has paid an interest free refundable performance deposit and will be entitled to a fixed and a variable service fee as stipulated in the Services Agreement upon provision of services from the effective date. The difference between the non-interest bearing refundable security deposit given under terms of O&M agreement and the present value of the same at the transaction date amounting to INR 4,563 Lakhs, has been recognised as identifiable intangible assets under development. Such intangible asset on completion of development will be amortised over the duration of contract i.e. 30 years from the effective date.

S he Company purchased 100 equity shares of INR 10 each of Max Hospitals and Allied Services Limited (Formerly known as Radiant Life Care Mumbai Private Limited) (“MHASL”) from Mr. Abhay Soi at a total consideration of INR 9,506, based on the valuation report dated December 3, 2021 by an independent valuer. Accordingly, MHASL has become wholly owned subsidiary of the Company w.e.f. January 28, 2022.

(ii) D uring the year, the Company has made an additional investment for an amount upto INR 5,000 Lakhs in ALPS Hospital Limited ("ALPS"), a wholly owned subsidiary of the Company, by way of subscription towards rights issue of 6,83,990 equity shares of ALPS. Further, ALPS has made acquisition of 100% equity shares of ET Planners Private Limited. Accordingly, ET Planners Private Limited has become a wholly owned subsidiary of ALPS and a step down wholly owned subsidiary of the Company with effect from August 27, 2021. Also refer note 31.24.

(iii) D uring the year ended March 31, 2022, the Company has acquired 2,39,67,993 equity shares of Crosslay Remedies Limited ("CRL"), a subsidiary of the Company and post acquisition it holds 99.90% equity stake in CRL (as at March 31,2021: 83.16%). The Company is in the process of acquisition of balance shares from remaining shareholder of CRL in accordance with the Shareholders Agreement.

(iv) I n terms of the Share Purchase Agreement dated March 26, 2020 executed amongst Kayak Investments Holding Pte. Ltd. (“Kayak”), Max Healthcare Institute Limited (“Company”) and Saket City Hospitals Limited (formerly known as Saket City Hospitals Private Limited) (“SCHL”) (hereinafter referred as “Kayak SPA”) and further to an amendment agreement dated March 11, 2021, the Company on March 15, 2021 acquired 1,26,00,000 fully paid up equity shares of INR 10 each of SCHL (42.8% of the total equity paid up share capital of the SCHL) held by Kayak at a sale consideration in cash equivalent to USD 64,246,702 (equivalent to INR 46,810 lakhs). Accordingly, upon acquisition of shares on March 15, 2021, SCHL became wholly owned subsidiary of the Company.

No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person. Neither any trade nor other receivables are due from firms or private companies in which any director is a partner, director or a members.

As at December 10, 2001, Max Medical Services Limited (merged with the MHIL with effect from October 1,2016) had entered into an agreement with a healthcare service provider to construct a hospital building. The phase I of the construction was completed and handed over in financial year 2004-05 for a consideration of INR 2,431 lakhs. The said consideration is repayable in equal instalments over 26.5 years from the handover date. Further, the Company completed phase II of the construction in financial year 2010-11 and handed over the possession for a consideration of INR 3,520 lakhs. The said consideration is repayable in equal instalments over 20.5 years from the handover date. The recoverable value was determined at the date of business combination, based on expected cash flow as per the contractual terms and accordingly recognised.

Since the receipt of the consideration is spread over 26.5 years and 20.5 years respectively for phase I and phase II, an income amounting to INR 180 lakhs (March 31,2021 : INR 57 lakhs), has been recognized based on a fixed percentage of the turnover of the healthcare service provider and disclosed under “Other income” as income from deferred credit and INR 1,242 lakhs (March 31,2021 : INR 1,051 lakhs) as interest income on fair valuation of trade receivables under "Finance income". Also refer note 31.14.

(v) D n June 02, 2021, Max Lab Limited was incorporated in India as a wholly owned subsidiary of the Company to inter alia pursue healthcare services or diagnostic testing, third party Hospital Lab Management in India or elsewhere, for providing range of diagnostic services including pathology lab services, prognostic monitoring services, testing to retail customers and other organisations etc.

(vi) D n July 12, 2021, Max Healthcare FZ-LLC, was incorporated in Dubai Healthcare City, United Arab Emirates as a wholly owned subsidiary of the Company for the purpose of business development and support services to potential international medical value travelers from Middle East and Africa region.

(vii) D n February 10, 2022, the Company entered into Shareholders Agreement for purchase of 100% equity of Eqova Healthcare Private Limited (''Eqova'') in tranches. Accordingly, the Company acquired 26% stake in Eqova on February 15, 2022 and also placed a deposit of INR 6,840 lakhs in escrow account towards purchase of a further stake of 34%, subject to agreed conditions precedent. Further, the Company shall acquire the remaining stake of 40%, upon exercise of put / call options as per shareholders option agreement.

(viii) As per the ESOP scheme, the Company is eligible to issue ESOP to employees of the subsidiaries. Further as per Ind AS 102, if parent grants share-based payment to employees of subsidiary, parent will debit to investment in the subsidiary as a capital contribution and a credit to equity. Total 7,00,473 (March 31, 2021: 5,97,786) number of equity options granted under share based payment to employee of the subsidiary.

(ix) D nvestments in subsidiary Company are pledged against loan/working capital taken by subsidiary Company from bank. Details of pledged investment are as follow.

Name of Subsidiary

Total Shares

Pledged Share

ALPS Hospital Limited

35,65,024

8,64,310

Hometrail Buildtech Private Limited

5,09,39,078

2,59,78,930

Saket City Hospitals Limited

2,94,32,414

1,48,64,816

(x) t he Board of Directors of Max Healthcare Institute Limited accorded their in-principle approval for expeditious consolidation of SCHL’s business with the Company on a going concern basis via voluntary liquidation of SCHL as per the provisions of Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. Also refer note 31.22

(iv) Loan to other healthcare service providers represents:

I nterest bearing loan amounting to INR 6,000 lakhs (March 31,2021: 5,000 lakhs) given to Gujarmal Modi Hospital & Research Centre. Loan carries interest rate @ 10.25% for the year ended March 31, 2022 (11% for the year ended March 31, 2021). These loans are extended by the Company as it help to extend opportunities to the Company to increase the depth and width of its offering leading to growth in revenue & improvement in profitability. The Company does not expect any default. Also refer to Note 31.14.

# Margin money deposits made to secure bank guarantee issued to government authorities.

(i) H mount of INR 6,880 lakhs is deposited in escrow account towards purchase of further stake of 34% in Eqova Healthcare Private Lmited subject to agreed condition precedent. Also refer note 9(vII).

(ii) Security deposits includes INR 3,567 lakhs (March 31,2021: 3,567 lakhs) given to Devki Devi Foundation and Balaji Medical and Diagnostic Research Centre under the term of long term service agreements with these healthcare service providers. The deposit carry interest @10.25% and are provided by the Company as it provides opportunities to the Company to increase the depth and width of its offering leading to growth in revenue & improve profitability. The Company does not expect any default. Also refer note 31.14.

(iii) T he Company has determined its security deposits not to be in the nature of loans since these are given in normal course of business and accordingly have been classified as part of other financial assets.

(i) Loans to related parties include:

(a) I nterest bearing loan amounting to INR 32,856 lakhs (March 31,2021: 33,856 lakhs) given to Dr. B.L. Kapur Memorial Hospital, to fulfil obligation under the Operation and Management Agreement. As per the agreement, earlier the interest rate was 12% per annum which was reduced to 10.25% p.a w.e.f April 01, 2021 for the year ended March 31, 2022, based on mutual understanding as per terms of contract.

(b) I nterest bearing loan amounting to INR 14,100 lakhs (March 31, 2021: 9,100 lakhs) given to Saket City Hospitals Limited, for business operations, repayment of debts and other general corporate purpose. As per the agreement, the interest rate was 12% per annum. The interest rate has been reduced to 10.25% p.a w.e.f April 01, 2021 for the year ended March 31, 2022, based on mutual understanding.

(c) I nterest bearing loan amounting to INR 6,300 lakhs (March 31,2021: NIL) given to Max Hospitals and Allied Services Limited (formerly known as Radiant Life Care Mumbai Private Limited, for business operations, repayment of debts and other general corporate purpose. As per the agreement, the interest rate is 10.25% p.a. for the year ended March 31, 2022, based on mutual understanding.

(ii) H ometrail Buildtech Private Limited had allotted 2,000,000, 0% non convertible redeemable preference shares of INR 100 each aggregating to INR 2,000 lakhs in March, 2014 to the Company with redemption premium at internal rate of return of 11.25% per annum for a tenure of 6 years. The tenure of redemption for the redeemable preference share have been extended further for a period of 5 years w.e.f. March, 2020 till March, 2025 with other terms of issuance remaining constant.

(i) Capital advances includes:

(a) Harrying value aggregating to INR 2,898 lakhs (March 31, 2021 - INR 2,898 lakhs) relates to pending land allotment by Greater Noida Industrial Development Authorities ("GNIDA"). The Company has applied to GNIDA for possession of land and is in regular discussion with GNIDA for the pending allotment to the Company.

(iii) H n February 4, 2022 and March 25, 2022, the Company advanced amount of INR 176 lakhs and INR 188 lakhs respectively towards investment in of M/s MHC Global Healthcare (Nigeria) Limited and M/s Max Healthcare FZ-LLC (Dubai). Shares are not allotted till March 31, 2022. The Company is in process of complying with necessary regulatory requirements for allotment of shares.

(b) I NR 7,552 lakhs (March 31,2021 - NIL) as an advance for purchase of Transferable Development Rights ("TDR") from a third party, for purposes of increasing Floor Space Index in connection with newly acquired hospital project land in Sector-53 and Sector-56, Gurugram. The Company is currently in process of acquiring TDR certificates.

(ii) Other advances as at March 31, 2021 represents amounts receivable from Greater Mohali Area Development Authority (GMADA) upon non-allotment of land by GMADA. The Company has filed claim for a refund of the amount paid and based on the discussions between GMADA officers and Company representative, an amount of INR 1,156 lakhs (net of estimated deduction) has been considered recoverable in the books of account.

(c) Terms and rights attached to equity shares

P he Company has only one class of equity shares having a par value of INR 10 per share. Each holder of equity shares is entitled to one vote per share.

I n 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 the shareholders.

During the FY 21-22 following changes have been made in Promoter shareholdings

(i) I n August, 2021, Kayak transferred 27,26,754 equity shares through open market sale towards compliance with the minimum public shareholding (MPS) threshold. In addition, Kayak has sold 18,64,79,885 equity shares through block trade during the year. Further, 1,35,67,988 equity shares were sold to Mr. Abhay Soi.

(ii) Promoter named Mr Analjit Singh, Ms. Piya Singh, Mrs. Neelu Analjit Singh, Ms. Tara Singh Vachani, Mr. Veer Singh & Max Ventures Investment Holdings Private Limited are classified from ‘Promoter’ category to ‘Public’ category of the Company, with effect from March 24, 2022.

i) Pursuant to the Scheme (Refer Note 3121) becoming effective from June 01, 2020, on June 19, 2020, MHIL allotted 26,62,41,995 equity shares to equity shareholders of Max India Limited and 63,50,42,075 equity shares to equity shareholders of Radiant in the following ratio:

• 9,074 fully paid-up equity shares of MHIL of face value INR 10/- each, for every 10 fully paid-up equity shares, of face value INR 10/- each held in Radiant as on the record date i.e. June 01, 2020; and

• 99 fully paid up equity shares of MHIL of face value INR 10/- each, for every 100 equity shares of INR 2 each held in the Max India Limited as on the record date i.e. June 15, 2020.

ii) P he Company completed Qualified Institutional Placement of equity shares on March 10, 2021, and allotted 6,14,12,482 equity shares at a floor price of INR 195.40 per share (having face value of INR 10 each) aggregating to INR 11,99,99,98,982 pursuant to the approval accorded by the members of the Company at its Annual General Meeting held on September 29, 2020 which enabled it to raise funds by way of issue of equity shares to Qualified Institutional Buyers for an amount upto INR 1,20,000 lakhs.

iii) P uring the year ended March 31, 2022, the Company issued and allotted 36,68,449 ordinary shares of INR 10 each under the Company''s Employee Stock Option 2020 Scheme.

(ii) M r. Analjit Singh sold 58,18,021 equity shares through market sell and received 99,000 equity shares as gift from Mr. Veer Singh.

(iii) Max Ventures Investment Holdings Private Limited has sold 10,26,31,287 equity shares.

(iv) M rstwhile Max India Limited and Radiant Life Care Private Limited were promoter as on March 31,2020 however, the Hon’ble National Company Law Tribunal, Mumbai Bench ("NCLT") vide its order dated January 17, 2020 sanctioned the Composite Scheme of Amalgamation and Arrangement amongst erstwhile Max India Limited, the Company, Radiant, Max India Limited (formerly known as Advaita Allied Health Services Limited) and their respective shareholders and creditors (“Scheme”) and the Scheme was effective from June 1,2020. Pursuant to the Scheme, the Company, on June 19, 2020, allotted 63,50,42,075 fully paid up equity shares to the shareholders of Radiant as on June 01,2020 in the share entitlement ratio of 9,074:10 and 26,62,41,995 fully paid up equity shares to the shareholders of erstwhile Max India Limited as on June 15, 2020 in the share exchange ratio of 99:100. Further, 26,69,97,937 equity shares each held by Radiant and erstwhile Max India Limited, in the Company, got cancelled simultaneous to the issuance of equity shares to the shareholders of Radiant and erstwhile Max India Limited as aforesaid, on June 19, 2020.

(f) Pursuant to Regulation 31 of the SEBI Listing Regulations, the details of shareholding for the quarter ended March 31,

2022 have been submitted to the stock exchanges.

(g) Share reserved for issue under option

I nformation relating to Max Healthcare Employee Stock Option Plan, including details of options issued, exercised and lapsed during the financial year and options outstanding at the year end, is set out in note 31.4.

(i) M ecurities premium reserve is recognized to record the premium on issue of shares. The reserve can be utilized only for limited purpose as per the provision of the Companies Act, 2013.

(ii) M he Company completed Qualified Institutional Placement of equity shares in previous year ended on March 31, 2021, allotting 6,14,12,482 equity shares at a price of INR 195.40 per share (face value of INR 10 per share) @ premium of INR 185.40 aggregating premium to INR 1,13,859 lakhs.

(iii) M hare issue expenses are pertaining to issue of equity shares. As per Ind AS 109 read with Ind AS 32, transaction costs in respect of the new share issued has been recognised in equity.

(i) I NR 21,751 lakhs (March 31,2021 : INR 24,728 lakhs) from IDFC First Bank Limited repayable In 52 quarterly Instalments from

April, 2018 is secured by way of :

(a) A first mortgage and charge on entire immovable properties of the Company pertaining to Max Saket Hospital and Max Shalimar bagh Hospital, both present and future.

(b) A first charge by way of hypothecation of entire movable PPE (except the movable current assets) of the Company, both present and future, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles, and all other movable PPE of whatsoever nature but excluding the movable properties financed by specific vehicle/equipment finance loans.

(c) A charge on the entire current assets including cash flows, receivables, books debts, revenues, raw material, stock-intrade, and inventory of the Company of whatsoever nature and wherever arising, both present and future (subject to a prior charge in favor of working capital lenders restricted to working capital limits of INR 9,500 lakhs in aggregate).

(d) A first charge on the entire intangible assets of the Company, including but not limited to goodwill and uncalled capital, intellectual property, both present and future.

(e) A first charge/mortgage/assignment, as the case may be, of - (a) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the project document (including the documents given in schedule 2), duly acknowledged and consented to by the relevant counter-parties to such project documents, all as amended, varied or supplemented from time to time (b) subject to applicable law, all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the clearance, and (c) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in any letter of credit guarantee, performance bond, corporate guarantee, bank guarantee provided by any party to the Project Document, (d) all the right, title, interest, benefits claims and demands whatsoever of the Company under all insurance contracts.

S ecurity interest set out in sub clause (c) shall be subject to the first prior charge of only working capital facility lenders to the extent of INR 9,500 lakhs.

A ecurity interest set out in sub clauses (a), (b), (d) and (e) shall rank pari-passu amongst the lenders of the borrower for an aggregate rupee loan of up to INR 34,000 lakhs.

(ii) A NR 1,951 lakhs (March 31, 2021: INR 2,427 lakhs) from Indusind Bank Limited repayable in 150 monthly instalments from

June, 2019 is secured by way of :

(a) 1 st Pari Pasu Charge on the entire current assets, both present and future, subject to the first prior charge of working capital facility lenders to the extent of INR 9,500 lakhs.

(b) Ast Pari Passu Charge on the moveable fixed asset (excluding vehicles specifically charged to lenders who have financed those assets) including medical equipment (except medical equipment specifically charged to lenders who have financed those assets), movable plant and machinery, spares etc. of the borrower with IDFC First Bank Ltd.

(c) A st Pari Passu Charge on the intangible asset of the borrower but not limited to Goodwill and uncalled capital, intellectual property, both present and future of the borrower with IDFC First Bank Ltd.

(iii) A NR 3,636 lakhs (March 31,2021 : INR 4,267 lakhs) from IDFC First Bank Limited repayable in 23 quarterly instalments from

August, 2022 is secured by way of :

(a) 1st Pari Passu on charge on land and building of MHIL Saket and MHIL Shalimar Bagh with other term lenders.

(b) 1st Pari Passu on entire intangible assets both present and future with other term lenders.

(c) A st Pari Passu on entire movable fixed assets of MHIL both present and future (except equipment/ vehicle finance by specific loans) with other term lenders and

(d) A"11 Pari Pssu on entire current assets of MHIL with other term lenders (working capital Lenders have first charge on the entire current assets for their working capital limits of INR 9,500 lakhs).

Term loan from non-banking financial company :

NIL (March 31, 2021: INR 2 lakhs) from NIIF Infrastructure Finance Limited repayable in 52 structured quarterly instalments from

May 2018 has been repaid during the current year.

Vehicle loans of INR 612 lakhs (March 31, 2021: INR 495 lakhs) are repayable over the period ranging from one to five years and are secured by way of hypothecation of respective vehicles.

The rate of interest ranging from 7.25% to 12.01% on outstanding car loan on the basis of actual rate charged depending upon the tenure and lending institution.

Deferred payment :

Deferred payment liabilities is secured by hypothecation of medical equipment and repayable in 20 quarterly instalments from June 2018.

(a) Cash credit facility of INR 834 lakhs (March 31, 2021: INR 497 lakhs) against sanctioned limit of INR 3,500 lakhs from Yes Bank Limited

(b) Cash credit facility of INR 745 lakhs (March 31, 2021: INR 539 lakhs) against sanctioned limit of INR 2,000 lakhs from Indusind Bank Limited

(c) I NR 220 lakhs (March 31, 2021: INR 188 lakhs) against sanctioned limit of INR 2,000 lakhs from ICICI Bank Limited

(d) INR 487 lakhs (March 31,2021: INR 211 lakhs) against sanctioned limit of INR 2,000 lakhs from IDFC First Bank Limited

C hese cash credits are secured by way of pari - passu charge on stocks, book debts and other current assets, present and future of the Company prior to charge in favor of term lenders of the Company. The cash credits are repayable on demand.

(a) G uarantees given by the Company to the lenders on behalf of subsidiaries of the Company and other healthcare service providers is not considered as prejudicial to the interest of the Company as it provides opportunities to the Company to increase the depth and width of its offering leading to growth in revenue & improvement in profitably. The Company does not expect any default by subsidiaries of the Company and other healthcare service providers and any liability to accrue on the Company.

(b) G laims against the Company not acknowledged as debts represent the cases that are pending with various Consumer Disputes Redressal Commissions / Courts and the management, including its legal advisers, expect that its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company financial positions and results of operations. In addition to this, the Company has taken Professional Indemnity Insurance Policy for claims pending against the Company to secure the Company from any financial implication in case of claims adjudicated against the Company.

(c) G he Company is contesting the demands of VAT on drugs and consumables used for treatment of patients in In-patient department and the management, including its tax advisors, believe that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company''s financial position and results of operations.

(d) G irectorate General of Health Services (“DGHS”), Govt. of NCT Delhi had, on December 8, 2017, issued an order under Section 7 of the Delhi Nursing Home Registration Act, 1953 for cancelling the registration of Max Super Speciality Hospital, Shalimar Bagh “Hospital” with immediate effect and further directed to refrain from admitting any IPD Patients in the Hospital.

Against this order, the Company had filed an appeal bearing no. 335/2017 before the Hon’ble Financial Commissioner, Govt. of Delhi “Appellate Authority” on December 13, 2017. On December 19, 2017, the Appellate Authority stayed the operation of the said cancellation order. Accordingly, the Hospital has resumed its operations on December 20, 2017 and the stay continues. The parents of the deceased child had filed an application for impleadment in the said appeal. The case is now fixed for September 20, 2022 for reply of Govt. of NCT of Delhi to the impleadment application of the parents of the deceased child. The Company is of the view that the said cancellation order was passed by the DGHS in contravention of the provisions of Section 8 of Delhi Nursing Home Registration Act and violates the principles of natural Justice and due process prescribed under the Act. The Company is confident that the Appellate Authority will set aside the cancellation order dated December 8, 2017 and uphold its view in the matter.

(e) A writ petition was filed by the Association of Healthcare Providers (India) (“AHPI”), which represented a majority of “healthcare providers” in Delhi, including the Company''s hospitals in Delhi, before the Delhi High Court, in relation to an order dated June 25, 2018 issued by the Director General Health Services ("DGHS"), Government of National Capital Territory of Delhi (“DGHS Order”). DGHS Order mandated that all private hospitals in Delhi comply with the recommendations of the Expert Committee, constituted pursuant to the Supreme Court order dated January 29, 2016, in W.P.(C) No. 527/2011, regarding the working conditions and pay of nurses in private hospitals. The Single Bench of Delhi High Court, on July 24, 2019, upheld the DGHS Order and directed mandatory compliance by all the private hospitals within a period of three months i.e. by October 24, 2019. It was further directed by the Single Bench that before cancellation of the registration of any private hospital for any non-compliance, DGHS will give the concerned private hospital a personal hearing and an opportunity to represent against such proposed cancellation of registration and the cancellation will be only through a speaking order. Till date no private hospital in Delhi has been called for personal hearing by DGHS. AHPI has appealed against the said Single Bench Order before the Division Bench of Delhi High Court. During the current year ended March 31, 2022, DGHS vide its order dated November 25, 2021 directed that nurses working in private hospitals are covered under minimum rates of wages and accordingly, previous order of DGHS dated June 25, 2018 stands withdrawn. The next date in the hearing is scheduled on July 26, 2022 and appropriate steps will be taken by the appellate (AHPI). The Company is complying with applicable rules and accordingly, the management believes that there is unlikely to be any material adverse impact on the Company.

(f) A here are numerous interpretative issues relating to the Supreme Court (SC) Judgement dated February 28, 2019 on provident fund (PF) on the inclusion of allowances for the purpose of PF contribution as well as its applicability of effective date. The Company was evaluating and seeking legal inputs regarding various interpretative issues. However, in absence of clarity on effective date, the Company has implemented the Supreme court (SC) Judgement in respect to PF calculation from April 1, 2019 and included all allowances for the purpose of PF contribution calculation.

(g) A he Company has ongoing disputes with Income Tax Authorities relating to tax treatment of certain items. These mainly include disallowed expenses, tax treatment of expenses claimed by the Company as deductions and such similar matters, aggregating to INR 1,940 lakhs during Assessment year 2004-2009 . These matters have been contested by the Company. Some of these, have been decided in favor of the Company. Income tax authorities have filed an appeal before Income Tax Appellate Tribunal ("ITAT") and is currently ongoing. The Company reserves its right to contest the matter with appropriate authorities. No provision has been made in the financial statements for the tax matters as the Company expects a favourable decision considering the prevailing favourable tax case laws and tax assessments.

C. Other commitment

1. T he Company has no other commitments other than those in the nature of its routine business operation for purchase/ sales as per the normal operating cycle of Company, obligations under other long term agreements towards medical and management services with healthcare service providers including indemnities to such healthcare service providers.

2. T he 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 the ones recognised or disclosed elsewhere.

(i) I nvestment were fair valued at date of acquisition on account of business combination on June 01, 2020 (refer note 31.21). Further, quantity purchased subsequent to business combination, has been added to the fair value at actual amount paid for such additional stake.

(ii) O n August 27, 2021, the Company acquired 100% equity shares in ET Planners Private Limited (ETPPL) through its wholly owned subsidiary i.e. ALPS Hospital Limited for a cash consideration of Rs. 6,011 lakhs. ETPPL has an exclusive and long term rights to provide medical services and aid development of 500 bedded hospital to be built on 3.5 acres of land situated between two of Max network facilities at Saket, South Delhi. Acquisition of stake in ETPPL resulted in recognition of Intangible Asset - Service Agreement towards the medical service agreement, which has been recorded after considering related deferred tax impact.

31.2 Gratuity

The Company has a defined benefit gratuity plan. Under gratuity plan, every employee who has completed five years or more of service gets a gratuity on cessation of employment at 15 days of last drawn basic salary for each completed year of service. The scheme is partially funded with Life Insurance Company of India in the form of a qualifying insurance policy.

(j) During the previous year ended on March 31, 2021, pursuant to business combination accounting on June 01, 2020 as per Composite Scheme of Amalgamation and Arrangement, defined benefit obligation of accounting acquiree i.e. Max Healthcare Institute Limited (as more explained in note 31.21) are merged and included in opening balances. The defined benefit obligation of the accounting acquiree have been included from the effective date of the Scheme i.e. June 01, 2020. The previous year result presented above are, thus that of Radiant Life Care and not comparable with the current period.

(k) The average duration of the defined benefit plan obligation at the end of the reporting period is 6 Years (March 31,2021: 6 years)

(l) The partial plan assets are maintained with LIC of India.

(m) The Company expects to contribute INR 646 lakhs (March 31, 2021: NIL) to the plan during the next financial year.

(n) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including demand and supply in the employment market. The above information is as certified by the actuary.

(o) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

(p) The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

31.3 Provident Fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than the contribution payable to the regional PF Commissioner. The Company recognize contribution payable to provident fund scheme as an expenditure, when an employee renders related service.

31.4 Share based payment plansA. Equity settled plans

R he Nomination and Remuneration Committee of Board of Directors of the Company (“NRC”) on September 29, 2020 and November 12, 2021 approved the grant of 61,65,265 and 3,75,924 respectively Employee Stock Options (''ESOPs'') to the eligible employees of the Company and its subsidiaries , under the MHIL ESOP 2020 scheme, at an exercise price of INR 10 per share . These options will vest subject to requirements of the SEBI SBEB Regulations and the MHIL ESOP 2020 scheme.

The Company granted stock options aggregating to 6,541,189 numbers to the eligible employees (including employees of the subsidiary companies) under the ESOP Plan. In accordance with the provisions of Ind-AS and Guidance note on accounting for Employee share-based payments, issued by the Institute of Chartered Accountants of India for the purposes of accounting of the stock options, estimated fair value of the options determined on grant date is recognised as an expense in the Statement of Profit and Loss on a straight-line basis over the required service period for each separately vesting portion, as ‘Share-based payments to employees’. Accordingly, INR 5,427 lakhs has been debited to the Profit and Loss account (FY 2020-21 INR 2,383 lakhs and FY 2021-2022 : INR 3,044 lakhs) to the extent relating to the employees of the Company.

The market value of shares as on the date of exercise of the options is much higher than the fair value of the stock options as on the date of grant. ESOP value to the extent of a) the difference between the fair value of the equity shares on the date of exercise and exercise price paid by the employees and b) expense already recognised in the books of account (based on fair value of the grants), aggregating to INR 8,782 lakhs (including INR 1,485 lakhs pertaining to stock options issued to subsidiary but not recovered from the subsidiaries by the Company) is not debited to the profit and loss account of the Company in the books of account, in terms of above accounting principles.

However, basis the legal advice, this amount is claimed as deduction in the return of income of the Company and accordingly, the Company has claimed such tax deduction in computation of income for tax purposes for the current financial year 2021-22. Accordingly, tax expense for the current year is lower on account of such tax deduction claimed by the Company, upon allotment of shares to the employees.


B. Cash settled plans (Employee Phantom Stock Plan 2017)

E mployee Phantom Stock Plan, 2017 "the Scheme" are cash settled rights where the employees are entitled to get cash compensation based on the Company''s fair value, provided certain conditions as laid out in the Scheme are met. The fair value of the amount payable to the employees in respect of phantom stocks, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment.

31.6 Segment reporting

E he Company has only one reportable business segment as it deals mainly in providing healthcare facilities comprising of primary care clinics, secondary care hospitals/medical centres and tertiary care facilities in terms of Ind AS 108 ’’Operating Segment”. Further, the Company operates only in one geographical segment -India. The Chief Operating Officer and Chief Financial Officer (''chief operating decision maker'') monitors the operating results as one single segment for the purpose of making decisions about resource allocation and performance assessment.

There are no external customers from which revenue is 10% or more of Company''s revenue.

The Company assessed that the carrying value of all financial assets and financial liabilities approximates the fair value.

E he fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

L ong-term fixed-rate and variable-rate receivables/borrowings are evaluated by the Company based on parameters such as Interest rates and individual creditworthiness of the customer. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

L he fair value of unquoted instruments, loans from banks and other financial liabilities as well as other non-current financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The valuation requires management to use observable and unobservable inputs in the model, of which the significant observable and unobservable inputs are disclosed in the table below. Management regularly assesses a range of reasonably possible alternatives for those significant observable and unobservable inputs and determines their impact on the total fair value.

L he fair values of the Company’s interest-bearing borrowings and other non-current financial liabilities are determined by using DCF method using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk as at March 31,2022 was assessed to be insignificant.

31.8 Fair value hierarchy

L he Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.

L evel 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

31.09 Financial risk management objectives and policies

L he Company has instituted an overall risk management programme which also focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company''s financial performance. The Company uses forward covers to hedge foreign currency risk exposures. Financial risk management is carried out by a corporate finance department under policies approved by the Audit and Risk Committee from time to time. The Corporate Finance department, evaluates and hedges financial risks in close co-operation with the various stakeholders. The audit committee approves principles for overall financial risk management, as well as policies covering specific areas, such as foreign exchange risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

L he Company is exposed to capital risk, market risk, credit risk and liquidity risk. These risks are managed pro-actively by the senior management of the Company, duly supported by various functionaries and Committees.

a) Capital risk

L he Company''s objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns to its shareholders and benefits for other stakeholders and to provide for sufficient capital expansion. The capital structure of the Company consists of equity and debt, which includes the borrowings disclosed in notes 17 and 21 (I) after netting-off cash and cash equivalents disclosed in note 14(ii) and equity as disclosed in the statement of financial position. The Company uses the Debt : Equity as well as Net Debt to EBITDA ratio to measure the funding versus raising of additional share capital requirement. Debt: Equity ratio is calculated as debt divided by the Shareholder''s Fund and for calculating Net Debt to EBITDA, Net Debt is divided by the Normalized EBITDA for continued and discontinued operations. Net debt is calculated as long term and short term borrowings (including current maturities) as shown in the note 17 and 21 (i) less net cash and cash equivalents. Normalized EBITDA is defined as earnings before interest, tax, depreciation and amortization for continued and discontinued operations. In order to maintain or adjust the capital structure, the Company may issue new shares or sell assets to reduce debt or raise debt and review decision on distributions to the shareholders. The Debt : Equity ratio of the Company as at March 31, 2021 and March 31,2022 stood at 0.06 and 0.05 respectively.

N ote : The cash and cash equivalents is more then the debt amount which resulted in no net debt payable amount as at March 31, 2022 and March 31, 2021.

L he Audit and Risk Committee and the Senior management review the status vis a vis approved maximum limit of debt, based on lower of ratio of Debt : Equity of 2 : 1 and Net Debt to EBITDA ratio of 4:1.

c) Credit risk

C redit Risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

(i) Trade receivables

C ustomer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. Management evaluate credit risk relating to customers on an ongoing basis. Receivable control management department assesses the credit quality of the customer, taking into account its financial position, past experience and other factor. The Company provides credit to individuals on exceptional basis only. An impairment analysis is performed at each reporting date on an individual basis. Trade receivables comprise a widespread customer base and a large part of these sits in the State and Central Government bodies and institutions owned and managed by the State. A large segment of the Company''s customers settle their bill in cash or using major credit cards on discharge date as far as possible. Further, a fairly large proportion of the customers are discharged post confirmation of third party administrator of the insurance companies, with whom the Company has a written contract. The Company provides for allowance for deductions based on empirical evidence whereby the receivables from various counterparties is marked down at the time of recognition of revenue. The management does not expect any significant loss from non-performance by counterparties on credit granted during the financial year under review that has not been provided for.

(ii) Financial instruments and cash deposit

C redit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made in bank deposits and other risk free securities. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter party''s potential failure to make payments. Credit limits of all authorities are reviewed by the management on regular basis. All balances with banks and financial institutions is subject to low credit risk due to good credit ratings assigned by international and domestic credit rating agencies.

C he Company''s maximum exposure to credit risk for the components of the balance sheet as at March 31, 2022 and March 31,2021 is the carrying amounts and the liquidity table above.

d) Market risk

M arket risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings, deposits, investments and foreign currency receivables and payables. The sensitivity analysis in the following sections relate to the position as at March 31 2022. The analysis exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2022.

(i) Foreign currency risk

M oreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

Foreign currency risk sensitivity

M he following tables demonstrate the sensitivity to a reasonably possible change in foreign exchange rates, with all other variables held constant and the impact of foreign exchange sensitivity on the Company profit and loss to change in the fair value of monetary assets and liabilities.

(ii) Interest rate risk

I nterest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long term debt obligation at floating interest rates. The Company''s policy is to hedge part of its borrowings.

Terms and conditions of transactions with related parties :-

a) The transactions with related parties are made on terms equivalent to those that prevail in arm''s length transactions.

b) T he income/expense from sales to and purchases from related parties are made on arm''s length basis. Outstanding balances at the year end are unsecured and interest free.

c) T he Company has given corporate guarantee of INR 40,805 lakhs (March 31, 2021 : INR 47,758 lakhs) on behalf of the subsidiaries (Refer note 31.21 (b)).

d) The above transactions with related parties are exclusive of taxes.

During the previous year ended on March 31,2021, the Company entered into business combination (refer note 31.21) pursuant to approval of Composite Scheme of Amalgamation and Arrangement (hereafter referred to as ''the Scheme'') by National Company Law Tribunal (NCLT) amongst the Company / MHIL, Radiant Life Care Private Limited ''Radiant'', erstwhile Max India Limited and its subsidiary company Advaita Allied Healthcare Services Limited (now known as Max India Limited ''Max India'') effective from June 01, 2020.

31.12 Capital management

T or the purpose of the Company’s capital management, capital includes issued equity attributable to the equity shareholders of the Company, share premium and all other equity reserves. The primary objective of the Company’s capital management is to maintain an efficient capital structure and maximize the shareholder value.

T he Company manages its capital structure and makes adjustments in light of changes in economic con


Mar 31, 2021

Service agreement of an intangible asset identified in terms of accounting principles of Ind AS, arising from Medical Service Agreement and Radiology and Pathology Agreement (''Agreements''), between Max Healthcare Institute Limited and other healthcare service providers to provide medical services. The Company receives service fees in consideration of medical services provided. Upon business combination accounting on June 01, 2020, service agreement of INR 72,048 Lakh has been recognised in the merger transaction as per Ind AS 103 at acquisition date fair value determined by independent valuation expert engaged by the Company based on discounted cash flow method. Such service agreements are amortised over the period of respective

Hospital units held by accounting acquiree (Max Healthcare Institute Limited, as more fully explained in note 2.1) operate under the name of ''Max Healthcare'' Trademark name. This trademark are transferred as part of merger transaction and the Company will continue to use the ''Max Healthcare'' trademark. The trademark have indefinite life and carried at acquisition date fair value less impairment losses.

Non compete fee of INR 1,311 Lakh has been recognised in the transaction upon business combination as per IND AS 103.

7.03 Intangible assets under development includes computer softwares.

7.01 I ntangible assets for the year ended March 31, 2020 relates to assets pertaining to healthcare undertaking of Radiant Life Care Private Limited (Refer to note 2.1). These intangible assets include the following :

(a) Operations and Management rights is an intangible asset identified in terms of accounting principles of Ind AS in connection with Operations and Management Agreement with Dr. B L Kapur Memorial Hospital. Operation and management rights are amortised over the contract period i.e. 45 years till May 2054.

This includes:

i) difference between the refundable security deposit amounting to INR 1,500 Lakh (non interest bearing, refundable in 2054) and the discounted value of such interest free deposits given to Dr. B L Kapur Memorial Hospital at the transaction date and

ii) fair value of guarantee provided to the lenders of Dr. B L Kapur Memorial Hospital, for which no guarantee commission was charged at the transaction date. During the financial year ended March 31,2021, Intangible asset against fair value of guarantee provided to

the lenders of Dr. B L Kapur Memorial Hospital is amortised as the Company has started to charge guarantee commission on corporate guarantee given to the lenders on behalf of Dr. B L Kapur Memorial Hospital.

(b) Apart from (a) above, Operation and Management rights includes intangible assets of INR 6,286.46 Lakh ''Operation and Management Rights'' of Dr. B. L. Kapur Memorial Hospital, to the extent the value of investments in erstwhile Radiant Life Care Private Limited in the books of the Halcyon Investment over the fair value of net assets acquired by Halcyon on merger of erstwhile Radiant Life Care Private Limited and Halcyon Investment during the financial year ended March 31, 2017.

7.02 Pursuant to business combination accounting on June 01, 2020 as per Composite Scheme of Amalgamation and Arrangement, identified intangible assets of accounting acquiree i.e. Max Healthcare Institute Limited (as more explained in note 2.1) are measured at acquisition date fair value, as determined by independent valuation expert engaged by the Company. These intangible assets include :

(i) I n terms of the Shareholders'' Agreement ("SHA") dated May 28, 2015 executed amongst Crosslay Remedies Limited ("CRL"), its remaining shareholders ("Relevant Shareholders Group") and the Company and amended SHA dated July 10, 2015, put option can be exercised by the Relevant Shareholders Group after the expiry of lock in period of four years i.e. after July 9, 2019. During the year ended March 31, 2020, the Relevant Shareholders Group exercised their put option and an amendment to Share Purchase Agreement (“CRL SPA”) dated

January 15, 2020 was executed amongst CRL, Relevant Shareholders Group and Company for acquisition of 3,15,68,142 (Three Crore Fifteen Lakh Sixty Eight Thousand and One Hundred Forty Two) equity shares by December 31, 2020, unless mutually extended.

Pursuant to amendment agreement to CRL SPA dated June 18, 2020, 74,59,001 (Seventy Four Lakh Fifty Nine Thousand and one) equity shares (constituting 5.209%) have been acquired for INR 2,332 Lakh

equal instalments over 20.5 years from the handover date. The recoverable value was determined at the acquisition date, based on expected cash flow as per the contractual terms and accordingly recorded in these standalone financial statements, upon business combination at value determined on the acquisition date.

Since the receipt of the consideration is spread over 26.5 years and 20.5 years respectively for phase I and phase II, an income amounting to INR 57 Lakh (March 31,2020 : INR Nil), has been recognized based on a fixed percentage of the turnover of the healthcare service provider and disclosed under “Other income” as income from deferred credit and INR 1,051 Lakh (March 31,2020 : INR Nil) as interest income on fair valuation of trade receivables under "Finance income". Also refer to note 29.14.

(i) Loan to related party

(a) Interest bearing loan amounting to INR 33,856 Lakh (March 31, 2020 : 30,756 Lakh) given to Lahore Hospital Society, to fulfil obligation under the Operation and Management Agreement, in relation to Dr. B L Kapur Memorial Hospital, New Delhi. As per the agreement, the interest rate was 12% per annum. The interest rate has been reduced to 11% p.a w.e.f June 01, 2020 for the years ended March 31,2021, based on mutual understanding.

(b) Interest bearing loan amounting to INR 9,100 Lakh (March 31, 2020 : Nil) given to Saket City Hospitals Limited, for business operations, repayment of debts and other general corporate purpose at interest rate of 11% per annum.

(ii) Loan to other healthcare service providers represents

I nterest bearing loan amounting to INR 5,000 Lakh (March 31, 2020 : Nil) given to Gujarmal Modi Hospital & Research Centre. These loans are provided by the Company as it provides opportunities to the Company to increase the depth and medium of its offering leading to growth in revenue & improve profitability. The Company

(INR Twenty Three Crore and Thirty Two Lakh). As at March 31,2021, the Company holds 83.16% equity stake in CRL. The Management basis its assessment of noncontrolling interest under Ind AS 110, has concluded that as per the terms of amendment to CRL SPA dated June 18, 2020, the Company continues to have the present ownership interest with the right to purchase the remaining equity shares and accordingly, treated CRL as a wholly owned subsidiary for consolidation purposes.

Further, by way of a second amendment agreement dated April 05, 2021, the Company has agreed to purchase, remaining 16.84% of equity share capital of CRL in one or more tranches, from other shareholders of CRL. Subsequent to acquisition of remaining 16.84% of CRL Equity Shares, CRL will become Wholly owned subsidiary of the Company.

(ii) In terms of the Share Purchase Agreement dated March 26, 2020 executed amongst: Kayak Investments Holding Pte. Ltd. (“Kayak”), Max Healthcare Institute Limited (“Company”) and Saket City Hospitals Limited (formerly known as Saket City Hospitals Private Limited) (“SCHL”) (hereinafter referred as “Kayak SPA”) and an amendment

No trade receivables are due from directors or other officers of the Company either severally or jointly with any other person. Neither any trade nor other receivables are due from firms or private companies in which any director is a partner, director or a members.

As at December 10, 2001, Max Medical Services Limited (merged with the MHIL) had entered into an agreement with a healthcare service provider to construct a hospital building. The phase I of the construction was completed and handed over in financial year 2004-05 for a consideration of INR 2,431 Lakh. The said consideration is repayable in equal instalments over 26.5 years from the handover date. Further, the Company has completed phase II of the construction in financial year 2010-11 and handed over the possession for a consideration of INR 3,520 Lakh. The said consideration is repayable in

agreement dated March 11, 2021, in connection with the sale and transfer of 1,26,00,000 fully paid up equity shares of INR 10 each of SCHL, equal to 42.8% of the total equity paid up share capital of the SCHL held by Kayak were transferred on March 15, 2021 at a sale consideration in cash equivalent to USD 64,246,702 (equivalent to INR 46,810 Lakh) to the Company. Accordingly, on March 31,2021, SCHL is a wholly owned subsidiary of the Company.

(iii) As per the ESOP scheme, the Company is eligible to issue ESOP to employee of the subsidiary. Further as per IND AS 102, if parent grants share-based payment to employees of subsidiary, parent will debit to investment in the subsidiary as a capital contribution and a credit to equity. Total 5,97,786 number of equity options granted under share based payment to employee of the subsidiary.

(iv) The Company holds 5,07,795 equity shares of Sandhya Hydro Power Projects Balargha Private Limited, a company engaged in the business of generation and sale of hydro energy.

does not expect any default by other healthcare service providers and any loss of interest of the Company. Also refer to Note 29.14.

(iii) Hometrail Buildtech Private Limited had allotted 20,00,000 numbers, 0% non convertible redeemable preference shares of INR 100 each aggregating to INR 2,000 Lakh in March, 2014 to the Company with redemption premium at internal rate of return of 11.25% per annum for a tenure of 6 years. The tenure of redemption for the redeemable preference share have been extended further for a period of 5 years w.e.f. March, 2020 till March, 2025 with other terms of issuance remaining constant.

(iv) Security deposits - considered good

Security deposits include INR 3,567 Lakh (March 31, 2020: Nil) given to Devki Devi Foundation and Balaji Medical and Diagnostic Research Centre. These deposits are provided by the Company as it provides opportunities to the Company to increase the depth and medium of its offering leading to growth in revenue & improve profitability. The Company does not expect any default by other healthcare service providers and any loss of interest of the Company. Also refer to Note 29.14.

(i) Capital advances includes the amount of INR 1,618 Lakh paid on account of the advance towards land located at Greater Noida. This amounts was paid as per the terms of respective allotment letters. The aforesaid amounts were fair valued on acquisition date, based on the available market, at value of INR 2,898 Lakh. The Company has applied to Greater Noida Development Authorities for possession of land after payment of all due amount and waiting for grant of possession.

(ii) Other advances as at March 31, 2021 include INR 1,686 Lakh paid as per the terms of Letter of Allotment (‘LOA’) towards land allotted to the Company by Greater Mohali Area Development Authority (GMADA) located at Medi City, New Chandigarh. Despite repeated request, GMADA has not been able to handover possession of vacant land to Company, due to which, Company has withheld the instalments of INR 534 Lakh and INR 498 Lakh due on July 20,2018 and July 20,2019 respectively. The aforesaid amounts were fair valued on acquisition date, based on the recoverability, at value of INR 1,464 Lakh. During the current year, the Company has vide letter dated September 30, 2020 withdrawn from LOA and surrendered the land back to GMADA and requested for the refund of amounts already paid along with interest. Subsequently GMADA has issued a notice dated December 2, 2020 and imposed an interest penalty aggregating to INR 361 Lakh on the Company for non- payment of amount due, ignoring the letter of surrender submitted by the Company. The Company has not accepted the demand of GMADA, as required activities were not completed by authorities for the handing over of peaceful possession of allotted plot to the Company. Based on the discussions between GMADA officers and Company representative, an amount of INR 1,156 Lakh (net of estimated deduction of INR 530 Lakh by GMADA) has been considered recoverable in the books of account.

(a) Balance in escrow account

INR 1,250 Lakh payable to Book Running Lead Managers ("BRLMs") towards service fee in connection with the QIP issue.

(b) Margin money deposits given as security includes

INR 42 Lakh (March 31,2020 : INR Nil) to secure bank guarantee issued to government authorities.

INR 6 Lakh (March 31,2020 : INR Nil) to secure bank guarantee issued to customers i.e. ECHS and Northern Railways. INR 24 Lakh (March 31, 2020 : INR Nil) to secure bank guarantee issued to bank against OD limit

The Company completed Qualified Institutional Placement of equity shares on March 10, 2021, and allotted 6,14,12,482 equity shares at a floor price of INR 195.40 per share (having face value of INR 10 each) aggregating to INR 11,99,99,98,982 pursuant to the approval accorded by the members of the Company at its Annual General Meeting held on September 29, 2020 to raise funds by way of issue of equity shares to Qualified Institutional Buyers for an amount upto INR 1,20,000 Lakh.

During the year ended March 31,2020, Radiant Life Care Private Limited had given a loan of INR 44,000 Lakh to Max Healthcare Institute Limited having an interest rate of 10.15% p.a. for general business purpose for meeting their working capital requirement. On merger of Max Healthcare Institute Limited and Radiant Life Care Private Limited, effective on June 01, 2020 (Refer note 2.1), balance is eliminated in these financial statements.


c) Terms and rights attached to equity shares

The Company has only one class of equity shares having a par value of INR 10/- per share. Each holder of equity shares is entitled to one vote per share.

I n 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 the shareholders.

Pursuant to the Scheme becoming effective from June 01,2020, on June 19, 2020, MHIL has allotted 26,62,41,995 equity shares to equity shareholders of Max India Limited and 63,50,42,075 equity shares to equity shareholders of Radiant in the following ratio:

• 9,074 fully paid-up equity shares of MHIL of face value INR 10/- each, for every 10 fully paid-up equity shares, of face value INR 10/- each held in Radiant as on the record date i.e. June 01, 2020; and

• 99 fully paid up equity shares of MHIL of face value INR 10/- each, for every 100 equity shares of INR 2 each held in the Max India Limited as on the record date i.e. June 15, 2020.

(i) Securities premium reserve is recognized to record the premium on issue of shares. The reserve can be utilized only for limited purpose as per the provision of the Companies Act, 2013.

(ii) The Company completed Qualified Institutional Placement of equity shares in March, 2021, allotting additional 6,14,12,482 equity shares at a price of INR 195.40 per share (face value of INR 10 per share) @ premium of INR 185.40 aggregating premium to INR 1,13,859 Lakh.

(iii) Share issue expenses are pertaining to issue of equity shares. As per Ind AS 109 read with Ind AS 32, transaction costs in respect of the new share issued has been recognised in equity.

Borrowing notes

Pursuant to business combination accounting on June 01,2020 as per Composite Scheme of Amalgamation and Arrangement, borrowing of accounting acquiree i.e. Max Healthcare Institute Limited (as more fully explained in note 2.1) are measured at acquisition date amortised cost (equivalent to fair value at acquisition date).


Term loan from banks :

(i) I NR 24,728 Lakh (March 31, 2020: INR Nil) from IDFC First Bank Limited repayable in 52 structured quarterly instalments from April, 2018 is secured by way of:

a) A first mortgage and charge on entire immovable properties of the Company pertaining to Max Saket Hospital and Max Shalimar bagh Hospital, both present and future.

b) A first charge by way of hypothecation of entire movable PPE (except the movable current assets) of the Company, both present and future, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles, and all other movable PPE of whatsoever nature but excluding the movable properties financed by specific vehicle/equipment finance loans.

c) A charge on the entire current assets including cash flows, receivables, books debts, revenues, raw material, stock-in-trade, and inventory of the borrower of whatsoever nature and wherever arising, both present and future (subject to a prior charge in favor of working capital lenders restricted to working capital limits of INR 9,500 Lakh in aggregate).

d) A first charge on the entire intangible assets of the Company, including but not limited to goodwill and uncalled capital, intellectual property, both present and future.

e) A first charge/mortgage/assignment, as the case may be, of (a) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the project document, duly acknowledged and consented to by the relevant counter-parties to such project documents, all as amended, varied or supplemented from time to time (b) subject to applicable Law, all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the clearance, and (c) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in any letter of credit guarantee, performance bond, corporate guarantee, bank guarantee provided by any party to the project document, (d) all the right, title, interest, benefits claims and demands whatsoever of the Company under all insurance contracts.

Security interest set out in sub clause (c) shall be subject to the first prior charge of only working capital facility lenders to the extent of INR 9,500 Lakh

Security interest set out in sub clauses (a), (b), (d) and (e) shall rank pari-passu amongst the lenders of the borrower for an aggregate rupee loan of up to INR 34,000 Lakh.

(ii) INR 2,427 Lakh (March 31, 2020: INR Nil) from IndusInd Bank Limited repayable in 150 monthly instalments from June, 2019 is secured by way of :

a) Charge on the entire current assets, both present and future, subject to the first prior charge of only working capital facility lenders to the extent of INR 9,500 Lakh. of the borrower with IDFC First Bank Ltd and NIIF Infrastructure Finance Limited.

b) 1st Pari Passu charge on the moveable fixed asset (excluding vehicles specifically charged to lenders who have financed those assets) including medical equipment (except medical equipment specifically charged to lenders who have financed those assets), movable plant and machinery, spares etc. of the borrower with IDFC First Bank Ltd and NIIF Infrastructure Finance Limited.

c) 1st Pari Passu charge on the non-current asset of the borrower but not limited to Goodwill and uncalled capital, intellectual property, both present and future of the borrower with IDFC First Bank Ltd and NIIF Infrastructure Finance Limited.

d) 1st Pari Passu charge by the way of mortgage on the entire immoveable fixed assets of the borrower situated at Max Saket Hospital and Max Shalimar Bagh Hospital both present and future of the borrower with IDFC First Bank Ltd and NIIF Infrastructure Finance Limited.

(iii) INR 4,267 Lakh (March 31,2020: INR NIL) from IDFC First Bank Limited repayable in 23 quarterly instalments from August, 2022 is secured by way of:

a) 1st Pari Passu on charge on land and building of MHIL Saket and MHIL Shalimar Bagh with other term lenders;

b) 1st Pari Passu on entire intangible assets both present and future with other term lenders;

c) 1st Pari Passu on entire movable fixed assets of MHIL both present and future (except equipment/ vehicle finance by specific loans) with other term lenders; and

d) 2nd Pari Passu on entire current assets of MHIL with other term lenders (working capital lenders have first charge on the entire current assets for their working capital limits of INR 9,500 Lakh).

Term loan from non-banking financial company :

INR 2 Lakh (March 31, 2020: INR NIL) from NIIF Infrastructure

Finance Limited repayable in 52 structured quarterly

instalments from May 2018 is secured by way of:-

a) A first mortgage and charge on entire immovable properties of the Company pertaining to Max Saket Hospital and Max Shalimar bagh Hospital, both present and future.

b) A first charge by way of hypothecation of entire movable PPE (except the movable current assets) of the Company, both present and future, including movable plant and machinery, machinery spares, tools and accessories, furniture, fixtures, vehicles, and all other movable PPE of

whatsoever nature but excluding the movable properties financed by specific vehicle/equipment finance loans.

c) A charge on the entire current assets including cash flows, receivables, books debts, revenues, raw material, stock-in-trade, and inventory of the borrower of whatsoever nature and wherever arising, both present and future (subject to a prior charge in favor of working capital lenders restricted to working capital limits of INR 9,500 Lakh in aggregate).

d) A first charge on the entire intangible assets of the borrower, including but not limited to goodwill and uncalled capital, intellectual property, both present and future.

e) A first charge/mortgage/assignment, as the case may be, of -(a) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the project document, duly acknowledged and consented to by the relevant counter-parties to such project documents, all as amended, varied or supplemented from time to time (b) subject to applicable law, all the rights, title, interest, benefits, claims and demands whatsoever of the Company in the clearance, and (c) all the rights, title, interest, benefits, claims and demands whatsoever of the Company in any letter of credit guarantee, performance

bond, corporate guarantee, bank guarantee provided by any party to the project document, (d) all the right, title, interest, benefits claims and demands whatsoever of the Company under all insurance contracts.

f) Security interest set out in sub clause (c) shall be subject to the first prior charge of only working capital facility lenders to the extent of INR 9,500 Lakh.

g) Security interest set out in sub clauses (a), (b), (d) and (e) shall rank pari-passu amongst the lenders of the borrower for an aggregate rupee loan of up to INR 34,000 Lakh.

Deferred payment liabilities :

Deferred payment liabilities is secured by hypothecation of medical equipment and repayable in 20 quarterly instalments from June 2018.

Vehicle loan :

Vehicle loans of INR 495 Lakh (March 31, 2020: INR Nil) are repayable over the period ranging from one to five years and are secured by way of hypothecation of respective vehicles.

The rate of interest ranging from 7.40% to 10.00% on outstanding car loan on the basis of actual rate charged depending upon the tenure and lending institution.

(i) Cash credit from banks (secured)

Pursuant to business combination accounting on June 01,2020 as per Composite Scheme of Amalgamation and Arrangement, lease contracts of accounting acquiree (Max Healthcare Institute Limited, as more fully explained in note 2.1) are measured at acquisition date fair value. Lease liability of INR 15,654 Lakh (Non Current) & INR 697 Lakh (Current) was acquired on acquisition. These assets majorly includes leased liability for hospital at Dehradun, Panchsheel Park and Nursing hostel and accommodations.

(a) Cash credit facility of INR 497 Lakh (March 31, 2020: INR NIL) against sanctioned limit of INR 3,500 Lakh from Yes Bank Limited

(b) Cash credit facility of INR 539 Lakh (March 31,2020: INR NIL) against sanctioned limit of INR 2,000 Lakh from Indusind Bank Limited

(c) INR 188 Lakh (March 31, 2020: INR NIL) against sanctioned limit of INR 2,000 Lakh from ICICI Bank Limited

(d) INR 211 Lakh (March 31,2020: INR NIL) against sanctioned limit of INR 2,000 Lakh from IDFC First Bank Limited.

These cash credits are secured by way of prior pari - passu charge on stocks, book debts and other current assets, present and future of the Company prior to charge in favor of term lenders of the Company. The cash credits are repayable on demand.

(ii) During the previous year ended March 31, 2020, Radiant Life Care Private Limited had taken a loan of INR 61,738 Lakh from Standard Chartered bank at a fixed interest rate of 9.45% p.a. The said loan is repaid in October 2020.

(iii) During the previous year ended March 31, 2020, Radiant Life Care Private Limited had taken a loan of INR 4,500 Lakh from Neo Legno Consultants Private Limited at a fixed interest rate of 12.5% p.a. The said loan is paid in Auguest 2020.

i. Derivative liability as at March 31,2021 relate to additional amount payable towards share purchase of Crosslay Remedies Limited, subsidiary company, as per terms of shareholder agreement. Refer note 8 (i).

ii. Pursuant to terms of Subscription Warrant Agreement ("SWA") entered with Bennett, Coleman & Co. Ltd (BCCL), the Company had issued 5 warrants of INR 26.67 Lakh per warrant having at par value f 10. The tenure of each warrant is 5 years from the date of allotment. As per the terms of the offer, if warrants are exercised by the investor, equity shares of the Company shall be issued and allotted by the Company at per share price calculated according to the subscription agreement after taking into account the occurrence of various events. The Company has refunded amount of INR 133 Lakh during the financial year ended March 31, 2021.

Figures for March 31, 2020 relate to audit fee paid with respect to Radiant Life Care Private Limited (accounting acquirer) to a firm affiliated to the current year statutory auditors firm through a networking arrangement as registered with the Institute of Chartered Accountants of India.

In addition to above, INR 110 Lakh was paid to the auditors during the current year in respect of services rendered in connection with Qualified Institutional Placement of equity shares, which has been debited to securities premium account.

*Other services include fee paid to the current statutory auditors towards audit of financial information at the acquisition date for business combination accounting.

Current year fee does not include fee paid to previous auditors of the Company.

a. Guarantees given by the Company to the lenders on behalf of subsidiaries of the Company and other healthcare service providers is not considered as prejudicial to the interest of the Company as it provides opportunities to the Company to increase the depth and medium of its offering leading to growth in revenue & improve profitability. The Company does not expect any default by subsidiaries of the Company and other healthcare service providers and any liability to accrue on the Company.

b. Claims against the Company not acknowledged as debts represent the civil cases that are pending with various Consumer Disputes Redressal Commissions / Courts and the management, including its legal advisers, expect that its position will likely be upheld on ultimate resolution and will not have a material adverse effect on the Company financial positions and results of operations. In addition to this, as a measure of good corporate governance the Company has taken Professional Indemnity Insurance Policy for claims pending against the Company to secure the Company from any financial implication in case of claims settled against the Company.

c. The Company is contesting the demands of VAT and the management, including its tax advisors, believe that its position will likely be upheld in the appellate process. No tax expense has been accrued in the financial statements for the tax demand raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the Company''s financial position and results of operations.

d. Directorate General of Health Services (“DGHS”), Govt. of NCT Delhi had, on December 8, 2017, issued an order under Section 7 of the Delhi Nursing Home Registration Act, 1953 for cancelling the registration of Max Super Speciality Hospital, Shalimar Bagh (“Hospital”) with immediate effect and further directed to refrain from admitting any IPD patients in the Hospital. Against this cancellation order, the Company had filed an appeal bearing no. 335/2017 before the Hon’ble Financial Commissioner, Govt. Of Delhi (“Appellate Authority”) on December 13, 2017. On December 19, 2017, the Appellate Authority stayed the operation of the said cancellation order. Accordingly, the Hospital has resumed its operations on December 20, 2017 and the stay remains. The parents of the deceased child have moved an application for impleadment. The Appeal and the application are pending before the Appellate Authority. The hearing before the Appellate Authority is suspended due to ongoing COVID-19 pandemic. The tentative next date of hearing is September 25, 2021.

The Company is of the view that the said cancellation order was passed by the DGHS in contravention of the provisions of Section 8 of Delhi Nursing Home Registration Act and violates the principles of natural justice and due process prescribed under the Act. The Company is confident that the Appellate Authority will set aside the cancellation order dated December 8, 2017 and uphold its view in the matter.

e. There are numerous interpretative issues relating to the Supreme Court (SC) judgement dated February 28, 2019 on provident fund (PF) on the inclusion of allowances for the purpose of PF contribution as well as its applicability of effective date. The Company was evaluating and seeking legal inputs regarding various interpretative issues, However, in absence of clarity on effective date, the Company has implemented the Supreme court (SC) Judgement in respect to PF calculation from April 1, 2019 and included all allowances for the purpose of PF contribution calculation.

f. A writ petition was filed by the Association of Healthcare Providers (India) (“AHPI”), which represented a majority of “healthcare providers” in Delhi, including the Company''s hospitals in Delhi, before the Delhi High Court, in relation to an order dated June 25, 2018 issued by the Director General Health Services ("DGHS"), Government of National Capital Territory of Delhi (“DGHS Order”). DGHS Order mandated that all private hospitals in Delhi comply with the recommendations of the Expert Committee, constituted pursuant to the Supreme Court order dated January 29, 2016, in W.P.(C) No. 527/2011, regarding the working conditions and pay of nurses in private hospitals. The Single Bench of Delhi High Court, on July 24, 2019, upheld the DGHS Order and directed mandatory compliance by all the private hospitals within a period of three months i.e. by October 24, 2019. It was further directed by the Single Bench that before

b. The Company has provided going concern support in form of financial and operational support letters to Saket City Hospitals Limited and Radiant Life Care Mumbai Private Limited, subsidiaries of the Company in order to meet its future financial obligation.

c. For commitment towards purchase of shares of subsidiary - Crosslay Remedies Limited, refer to note 8 (i).

C. Other commitment

1. The Company has no commitment other than those in the nature of its routine business operation for

cancellation of the registration of any private hospital for any non-compliance, DGHS will give the concerned private hospital a personal hearing and an opportunity to represent against such proposed cancellation of registration and the cancellation will be only through a speaking order. Till date no private hospital in Delhi has been called for personal hearing by DGHS. AHPI has appealed against the said Single Bench Order before the Division Bench of Delhi High Court. On November 28, 2019, the Division Bench, inter-alia, issued notice on the appeal to the Delhi Government and the Government Counsel gave an oral undertaking to the Delhi High Court that no coercive action will be taken for implementing the DGHS Order. The hearing of the matter has been deferred due to the ongoing COVID-19 pandemic and the tentative next date if hearing is June 1,2021. Pending decision on appeal before the Division Bench of Delhi High Court, the impact for the period, if any, is not ascertainable and consequently no effect has been given in the accounts. Management basis legal view is confident that the DGHS Order will eventually be set aside and hence believes that the ultimate outcome of the proceeding will not have a material adverse effect on the Company''s financial position and results of operations.

purchase/sales as per the normal operating cycle of Company, obligations from other long term agreements towards medical and management services with healthcare service providers including indemnities to such healthcare service providers.

2. 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.

(i) Investments were fair valued at date of acquisition upon accounting for business combination (Refer note 2.1). During

the current year, the Company had purchase additional equity stake in subsidiaries - Crosslay Remedies Limited and Saket City Hospitals Limited, which has been added to the fair value at the acquisition date, as more fully explained in note 8.

29.2 Income taxes

The Company, after considering its current business plans, has elected to opt for lower income tax rate, permitted by the Taxation Laws (Amendment) Act, 2019 in the current year ended March 31,2021. Simultaneously, the Company has also opted to settle its existing tax litigation / dispute, pending before Appellate Authority for AY 2003-04, AY 2007-08, AY 2009-10 to AY 2012-13 and AY 2017-18 involving additions/disallowance amounting to INR 3,335 Lakh, under the Vivad se Vishwas Act, 2020 (‘VSV Act), an income tax amnesty scheme. Pursuant to the applications filed under the VSV Act, the Company has received final orders of settlement for AY 2010-11 to 2012-13 and AY 2017-18. The final settlement orders for the remaining AYs viz. AY 2003-04, 2007-08 & 2009-10 are pending to be received, however, the Appellate Authority/Tribunal has dismissed the said departmental appeal(s) on the ground that the same are subject matter of settlement under the VSV Act. Accordingly, litigation in all aforementioned AYs which were subject matter of settlement under the VSV Act now stands closed.

**Tax disclosure with respect to year ended 31 March, 2020 relate to accounting acquirer. Accounting acquirer had not recognised deferred tax asset due to lack of reasonable certainty of future taxable profits against which such deferred tax assets can be realized.

Upon business combination in the current year (as more explained in note 2.1), deferred tax asset or liability is measured on assets acquired and liabilities assumed in a business combination in accordance with Ind AS 12, Income Taxes, including potential tax effects of temporary differences and carry forwards that exist at the acquisition date.

The Company has opted for reduced new tax regime (reduced corporate tax rate) introduced by the taxation laws (Amendment) Ordinance 2019.

29.3 Gratuity

The Company has a defined benefit gratuity plan. Under Gratuity Plan, every employee who has completed five years or more of service gets a gratuity on cessation of employment at 15 days of last drawn basic salary for each completed year of service. The scheme is partially funded with Life Insurance Company of India in the form of a qualifying insurance policy.

j) Pursuant to business combination accounting on June 01, 2020 as per Composite Scheme of Amalgamation and Arrangement, defined benefit obligation of accounting acquiree i.e. Max Healthcare Institute Limited (as more explained in note 2.1) are merged and included in opening balances. The defined benefit obligation of the accounting acquiree have been included from the effective date of the Scheme i.e. June 01, 2020. The previous year result presented above are, thus that of Radiant Life Care and not comparable with the current period.

k) The average duration of the defined benefit plan obligation at the end of the reporting period is 6 Years (March 31, 2020: 5 years)

l) The partial plan assets are maintained with LIC of India.

m) The Company expects to contribute INR Nil Lakh (March 31,2020 : Nil) to the plan during the next financial year.

n) The estimates of rate of escalation in salary considered in actuarial valuation are after taking into account inflation, seniority, promotion and other relevant factors including demand and supply in the employment market. The above information is as certified by the actuary.

o) Discount rate is based on the prevailing market yields of Indian Government securities as at the balance sheet date for the estimated term of the obligations.

p) The sensitivity analysis above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

29.4 Provident Fund

Retirement benefit in the form of provident fund is a defined contribution scheme. The Company has no obligation, other than

the contribution payable to the regional PF Commissioner. The Company recognize contribution payable to provident fund

scheme as an expenditure, when an employee renders related service.

29.5 Share based payment plans

A. Equity settled plans

The Nomination and Remuneration Committee of Board of Directors of the Company (“NRC”) on September 29, 2020 considered and approved the grant of 61,65,265 Employee Stock Options (''ESOPs'') to the eligible employees of the Company and its subsidiaries, under the MHIL ESOP 2020 scheme, at an exercise price of INR 10 per share. These options will vest subject to requirements of the SEBI SBEB Regulations and the MHIL ESOP 2020 scheme.

B. Cash settled plans (Employee phantom stock plan 2017)

Employee Phantom Stock Plan, 2017 (''the Scheme'') are cash settled rights where the employees are entitled to get cash compensation based on the Company''s fair value, provided certain conditions as laid out in the Scheme are met. The fair value of the amount payable to the employees in respect of phantom stocks, which are settled in cash, is recognized as an expense with a corresponding increase in liabilities, over the period during which the employees become unconditionally entitled to payment.

29.7 Segment reporting

The Company has only one reportable business segment as it deals mainly in providing healthcare facilities comprising of primary care clinics, secondary care hospitals/medical centres and tertiary care facilities in terms of Ind AS 108 ’’Operating Segment”. Further, the Company operates only in one geographical segment -India. All the assets of the Company are located in India. The chief operating officer and chief financial officer (chief operating decision maker) monitors the operating results as one single segment for the purpose of making decisions about resource allocation and performance assessment. Hence, the disclosure requirements of the standard are not considered.

The Company assessed that the carrying value of all financial assets and financial liabilities approximates the fair value.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

Long-term fixed-rate and variable-rate receivables/ borrowings are evaluated by the Company based on parameters such as interest rates, specific country risk factors, individual creditworthiness of the customer and the risk characteristics of the financed project. Based on this evaluation, allowances are taken into account for the expected credit losses of these receivables.

The fair value of unquoted instruments, loans from banks and other financial liabilities as well as other noncurrent financial liabilities are estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities. The valuation requires management to use observable and unobservable inputs in the model, of which the significant observable and unobservable inputs are disclosed in the

table below. Management regularly assesses a range of reasonably possible alternatives for those significant observable and unobservable inputs and determines their impact on the total fair value.

The fair values of the Company’s interest-bearing borrowings and other non-current financial liabilities are determined by using DCF method using discount rate that reflects the issuer’s borrowing rate as at the end of the reporting period. The own non-performance risk as at March 31, 2021 was assessed to be insignificant.

29.9 Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value are observable, either directly or indirectly.

Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

29.10 Financial risk management objectives and policies

The Company’s has instituted an overall risk management programmed which also focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company''s financial performance. The Company uses forward covers to hedge foreign currency risk exposures. Financial risk management is carried out by a corporate finance department under policies approved by the audit committee from time to time. The Corporate Finance department, evaluates and hedges financial risks in close co-operation with the various stakeholders. The audit committee approves written principles for overall financial risk management, as well as written policies covering specific areas, such as foreign exchange risk, credit risk, use of derivative financial instruments and non-derivative financial instruments, and investment of excess liquidity.

The Company is exposed to capital risk, market risk, credit risk and liquidity risk. These risks are managed pro-actively by the senior management of the Company, duly supported by various functionaries and Committees.

a) Capital risk

The Company''s objective when managing capital is to safeguard its ability to continue as a going concern in order to provide returns to its shareholders and benefits for other stakeholders and to provide for sufficient capital expansion. The capital structure of the Company consists of debt, which includes the borrowings disclosed in notes 16 and 20 (i) after netting-off cash and cash equivalents disclosed in note 13(iii) and equity as disclosed in the statement of financial position. The Company uses the Debt : Equity as well as Net Debt to EBITDA ratio to measure the funding versus raising of additional share capital requirement. Debt: Equity ratio is calculated

as debt divided by the Shareholder''s Fund and for calculating Net Debt to EBITDA, Net Debt is divided by the Normalized EBITDA for continued and discontinued operations. Net debt is calculated as long term borrowings (including current maturities) as shown in the note 16 less net cash and cash equivalents. Normalized EBITDA is defined as earnings before interest, tax, depreciation and amortization for continued and discontinued operations. In order to maintain or adjust the capital structure, the Company may issue new shares or sell assets to reduce

debt or raise debt and review decision on distributions to the shareholders. The Debt : Equity ratio of the Company as at March 31, 2021 and March 31, 2020 stood at 0.06 and 0.23 respectively. The cash and cash equivalents is more than the debt amount which resulted in no net debt payable amount as at March 31, 2021.

The Audit Committee and the Senior management review the status vis a vis approved maximum ratio of Debt : Equity of 2 : 1 and Net Debt to EBITDA ratio of 6:1.

c) Credit risk

Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks, foreign exchange transactions and other financial instruments.

(i) Trade receivables

Customer credit risk is managed by each business unit subject to the Company''s established policy, procedures and control relating to customer credit risk management. Management evaluate credit risk relating to customers on an ongoing basis. Receivable control management Department assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. The Company provides credit to individuals on exceptional basis only.

An impairment analysis is performed at each reporting date on an individual basis. Trade receivables comprise a widespread customer base and a large part of these sits in the State and Central Government bodies and institutions owned and managed by the State. A large segment of the Company''s customers settle their bill in cash or using major credit cards on discharge date as far as possible. Further, a fairly large proportion of the customers are discharged post confirmation of third party administrator of the insurance companies, with whom the Company has a written contract. The Company provides for allowance for deductions based on empirical evidence whereby the receivables from various counterparties is marked down at the time of recognition of revenue. The management does not expect any significant loss from non-performance by counterparties on credit granted during the financial year under review that has not been provided for.

The Company uses an allowance for deduction to determine the expected credit loss on the portfolio of its trade receivables. Allowance for deduction has been created on total trade receivable. Management has fixed a percentage for allowance for deduction as mentioned below

Category

% of Allowance

Corporate and other

0.50%

TPA

1.50%

PSU

3.00%

(ii) Financial instruments and cash deposit

Credit risk from balances with banks and financial institutions is managed by the Company''s treasury department in accordance with the Company''s policy. Investments of surplus funds are made in bank deposits and other risk free securities. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter party''s potential failure to make payments. Credit limits of all authorities are reviewed by the management on regular basis. All balances with banks and financial institutions is subject to low credit risk due to good credit ratings assigned by international and domestic credit rating agencies.

The Company''s maximum exposure to credit risk for the components of the balance sheet as at March 31, 2021 and March 31,2020 is the carrying amounts as illustrated in note 29.9 and the liquidity table above.

d) 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. Market prices comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings, deposits, investments and foreign currency receivables and payables. The sensitivity analysis in the following sections relate to the position as at March 31 2021. The analysis exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of March 31, 2021.

(i) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue or expense is denominated in foreign currency). Foreign currency exchange rate exposure is partly balanced by purchasing of goods from the respective countries. The Company evaluates exchange rate exposure arising from foreign currency transactions and follows established risk management policies.

Foreign currency risk sensitivity

The impact of foreign exchange sensitivity on the Company profit and loss and comprehansive income to change in the fair value of monetary assets and liablilities will be nil as there was no unhedged foreign currency exposure as at March 31, 2021 & March 31,2020.

(ii) Interest rate risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s long term debt obligation at floating interest rates. The Company''s policy is to hedge part of its borrowings.

(e) Equity risk

Equity risk is the financial risk involved in holding equity instruments of a specific company as investment of the Company. Equity risk often refers to equity in companies through the purchase of shares and /or stocks etc. The Company is exposed to equity risk but exposure of equity risk is insignificant for the Company even if we take into consideration the increase /decrease in rates by 5% - 10%.

29.11 Related party transactions

Business combination (refer note 2.1) pursuant to approval of Composite Scheme of Amalgamation and Arrangement (hereafter referred to as ''the Scheme'') by National Company Law Tribunal (NCLT) amongst the Company / MHIL, Radiant Life Care Private Limited ''Radiant'', erstwhile Max India Limited and its subsidiary company Advaita Allied Healthcare Services Limited (now known as Max India Limited ''Max India'') is effective from June 01, 2020.

These financial statements are issued under the name of Max Healthcare Institute Limited (legal acquirer) and represent the continuation of the financials of Radiant Life Care (accounting acquirer) except for capital structure and accordingly include financial statement of the accounting acquiree (Max Healthcare) from the date of acquisition i.e. June 01,2020. Accordingly, related party transactions with respect operation of Max Healthcare Institute Limited disclosed pertain to ten months and twelve months with respect to operations of Radiant Life Care for year ended March 31,2021 and twelve months with respect to operation of Radiant Life Care for the year ended March 31,2020. Figures for previous year ended March 31, 2020, related to related party transactions and relationships of Radiant Life Care.

(ii) Entity which is controlled by the company by way of contractual arrangements (with whom transactions have taken place during the current year / balance as at year end)

1 Dr. B.L Kapur Memorial Hospital

2 Dr. Balabhai Nanavati Hospital

(iii) Ultimate Controlling entity

1 KKR Group Partnership L.P.

(iv) Entity / Individual having significant influence / exercising control over the Company

1 Kayak Investments Holding Pte. Ltd. (Parent Company till March 9, 2021 and continues to have control till date)

2 Mr. Abhay Soi

(v) Entity on which the Radiant Life Care Private Limited had joint control over economic activities

1 Max Healthcare Institute Limited (From June 21,

2019 to May 31, 2020)

(vi) Entity under common control of ultimate holding (with whom transaction has taken place)

1 KKR Capital Market Asia Limited (till March 9, 2021)

(vii) Entity under control of Kayak Investments Holding Pte. Ltd.

1 Radiant Life Care Private Limited ("Radiant")

(viii) Enterprises in which directors are interested (with whom transactions have taken place)

1 Neo Legno Consultants Private Limited.

2 Neo Legno Products Private Limited

(ix) Directors of Radiant Life Care Private Limited(with whom transactions have taken place)

1 Mr. Abhay Soi (Also, a director in MHIL)

2 Mr. Mahendra Gumanmalji Lodha till October 7,

2020 (Also, a director in MHIL)

rted into a Public Limited Company on January 15, 2021

(x) Directors of MHIL (with whom transactions have taken

place from acquisition date June 01, 2020)

1 Mr. Abhay Soi (Chairman & Managing Director -Refer xi below)

2 Mr. Kummamuri Murthy Narasimha, Independent Director

3 Mr. Mahendra Gumanmalji Lodha, Independent Director (From June 21, 2019)

4 Mr. Upendra Kumar Sinha, Independent Director (From June 21,2019)

5 Mr. Michael Thomas Neeb, Independent Director (From June 21,2019)

(xi) Key Managerial Personnal (with whom transactions

have taken place)

1 Mr. Abhay Soi, (Chairman & Managing Director of Radiant) (Chairman & Managing Director of MHIL w.e.f. June 19, 2020*)

2 Mr. Yogesh Kumar Sareen, Chief Financial Officer (from acquisition date June 01, 2020)

3 Dr. Mradul Kaushik, Manager (in terms of the Companies Act, 2013 from August 1,2019 till June 15, 2020)

4 Ms. Ruchi Mahajan, Company Secretary of MHIL (from acquisition date June 01, 2020)

5 Mr. Dilip Bidani (Chief Financial Officer of Radiant till May 31, 2020)

6 Ms. Prachi Singh, (Company Secretary of Radiant till May 31, 2020)

* Non-Executive Chairman of MHIL from June 21, 2019 till June 18, 2020.

1. As the future liability for gratuity and compensated absences is provided on an actuarial basis for the Company as a whole, the amount pertaining to the directors /KMPS has not been ascertained separately and, therefore, not included above. The figures do not include accrual recorded towards employee share based payments but includes of variable pay of INR 107 Lakh and retention bonus of INR 91 Lakh pertaining year ended March 31, 2020 and payment made in year ended March 31, 2021.

2. The employee stock option expense of INR 253 Lakh pertaining to KMP’s are not included in the above disclosed KMP remuneration.

3. On March 15, 2021, the Company paid sale consideration in cash equivalent to USD 64,246,702 (equivalent to Indian INR 46,810 Lakh) to Kayak Investments Holding Pte. Ltd. against purchase of 1,26,00,000 fully paid up equity shares of INR 10 each of Saket City Hospitals Limited, amounting to 42.8% of the total equity paid up share capital of the Saket City Hospi

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