Thyrocare Technologies Ltd. के अकाउंट के लिये नोट

Mar 31, 2025

M. Provisions, Contingent Liabilities and Contingent
Assets

A provision is recognized when the enterprise has a
present obligation (legal or constructive) as a result
of a past event and it is probable that an outflow of
resources embodying economic benefits will be
required to settle the obligation, in respect of which
a reliable estimate can be made. These are reviewed
at each balance sheet date and adjusted to reflect the
current management estimates.

If the effect of the time value of money is material,
provisions are determined by discounting the expected
future cash flows specific to the liability. The unwinding
of the discount is recognized as finance cost.

Contingent Liabilities are disclosed in respect of
possible obligations that arise from past events but
their existence is confirmed by the occurrence or non¬
occurrence of one or more uncertain future events not
wholly within the control of the Company.

A contingent asset is a possible asset that arises from
past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of
the entity. Contingent Assets are not recognized till the
realization of the income is virtually certain. However,
the same are disclosed in the financial statements
where an inflow of economic benefit is probable.

N. Revenue from Operations

Revenue includes the gross inflows of economic benefits. It is measured based on the consideration specified in the
contracts with customers. Amounts collected on behalf of third parties such as goods and services taxes are not economic
benefits which flow to the entity and do not result in increases in equity. Therefore, they are excluded from revenue.

Ind AS 115 establishes a comprehensive framework for determining whether, how much and when revenue is recognized.
Under Ind AS 115, revenue is recognised when a customer obtains control of the goods or services. Determining the
timing of the transfer of control - at a point in time or over a period of time requires judgement and facts / circumstances
of transaction / income.

Contract liabilities

A contract liability is the obligation to provides services
to a customer for which the Company has received
consideration from the customer. If a customer pays
consideration before the Company provides services
to the customer, a contract liability is recognised
when the payment is made. Contract liabilities are
recognised as revenue when the Company performs
under the contract.

O. Leases
Identifying leases

The Company accounts for a contract, or a portion
of a contract, as a lease when it conveys the right
to use an asset for a period of time in exchange for
consideration. Leases are those contracts that satisfy
the following criteria:

(i) There is an identified asset;

(ii) The Company obtains substantially all the
economic benefits from use of the asset; and

(iii) The Company has the right to direct
use of the asset.

The Company considers whether the supplier has
substantive substitution rights. If the supplier does
have those rights, the contract is not identified as
giving rise to a lease.

In determining whether the Company obtains
substantially all the economic benefits from use of
the asset, the Company considers only the economic
benefits that arise from use of the asset, not those
incidentals to legal ownership or other potential benefits.

In determining whether the Company has the right to
direct use of the asset, the Company considers whether
it directs how and for what purpose the asset is used
throughout the period of use. If there are no significant
decisions to be made because they are pre-determined
due to the nature of the asset, the Company considers
whether it was involved in the design of the asset in a
way that predetermines how and for what purpose the
asset will be used throughout the period of use. If the
contract or portion of a contract does not satisfy these
criteria, the Company applies other applicable Ind AS
rather than Ind AS 116.

P. Recognition of rental income, dividend income,
interest income or expense

Rental income is recognised as part of other income
in the Statement of Profit and Loss on a straight-line
basis over the term of the lease except where the

rentals are structured to increase in line with expected
general inflation.

Dividend income is recognised in profit or loss on the
date on which the Company''s right to receive payment
is established.

Interest income or expense is recognised using the
effective interest method.

The ''effective interest rate'' is the rate that exactly
discounts estimated future cash payments or receipts
through the expected life of the financial instrument to:

- the gross carrying amount of the financial asset; or

- the amortised cost of the financial liability.

Q. Income tax

Tax expense recognised in Statement of Profit and
Loss comprises the sum of deferred tax and current
tax. It is recognised in the Statement of Profit and Loss,
except when it relates to an item that is recognised in
OCI or directly in equity, in which case, the tax is also
recognised in OCI or directly in equity.

(i) Current tax

Current tax comprises the expected tax payable
or refund receivable on the taxable income or loss
for the year and any adjustment to the tax payable
or receivable in respect of previous years. The
amount of current tax reflects the best estimate
of the tax amount expected to be paid or refund
receivable after considering the uncertainty, if
any, related to income taxes. It is measured using
tax rates (and tax laws) enacted or substantively
enacted by the reporting date.

Current tax assets and current tax liabilities are
offset only if there is a legally enforceable right to
set off the recognised amounts, and it is intended
to realise the asset and settle the liability on a net
basis or simultaneously.

(ii) Deferred tax

Deferred tax is recognised in respect of temporary
differences between the carrying amounts
of assets and liabilities for financial reporting
purposes and the corresponding amounts used
for taxation purposes.

Deferred tax assets are recognised to the
extent that it is probable that future taxable
profits will be available against which they can
be used. Deferred tax assets - unrecognised or
recognised, are reviewed at each reporting date

and are recognised/ reduced to the extent that it
is probable/ no longer probable respectively that
the related tax benefit will be realised.

Deferred tax is measured at the tax rates that are
expected to apply to the period when the asset
is realised or the liability is settled, based on the
laws that have been enacted or substantively
enacted by the reporting date.

R. Events occurring after the Balance Sheet Date

Where events occurring after the balance sheet date
provide evidence of conditions that existed at the end
of the reporting period, the impact of such events is
adjusted within the Financial Statements. Otherwise,
events after the balance sheet date of material size or
nature are only disclosed.

S. Earning Per share

Basic earnings per equity share is computed by
dividing the net profit attributable to the equity holders
of the Company by the weighted average numbers of
the equity shares outstanding during the period. The
weighted average number of equity shares outstanding
during the period is adjusted for events such as bonus
issue, bonus element in a rights issue, share split, and
reverse share split (consolidation of shares) that have
changed the number of equity shares outstanding,
without a corresponding change in resources.

For the purpose of calculating diluted earnings per
share, the net profit or loss for the period attributable
to equity shareholders of the Company and the
weighted average number of shares outstanding
during the period are adjusted for the effects of all
dilutive potential equity shares.

Diluted earnings per equity share is computed by
dividing the net profit attributable to the equity holders
of the Company by the weighted average number of
equity shares considered for deriving basic earnings
per equity share and the weighted average number
of equity shares that would have been outstanding
assuming the conversion of all dilutive potential equity

shares. The dilutive potential equity shares are adjusted
for the proceeds receivable had the equity shares
been actually issued at fair value (i.e. the average
market value of the outstanding equity shares). Dilutive
potential equity shares are deemed converted as of
the beginning of the period, unless issued at a later
date. Dilutive potential equity shares are determined
independently for each period presented.

T. Cash flow statement

Cash flows are reported using the indirect method,
whereby profit for the period is adjusted for the effects
of transactions of non-cash nature, any deferrals or
accruals of past or future operating cash receipts or
payments and item of income or expenses associated
with investing or financing cash flows. The Company
segregate the cash flows in operating, investing and
financing activities.

U. Segment reporting

In accordance with Ind AS 108 ''Operating Segments'',
segment information has been given in the consolidated
financial statements of the holding company.

V. Investment in subsidiaries, associates and joint
ventures

Investments in subsidiaries, associates and joint
ventures are measured at cost as per Ind AS 27 -
Separate Financial Statements less accumulated
impairment, if any as per Ind AS 36 Impairment of Assets.

W. Recent Accounting Standards and
Pronouncements

Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time. For the year ended March
31, 2025, MCA has notified Ind AS - 117 Insurance
Contracts and amendments to Ind AS 116 - Leases,
relating to sale and leaseback transactions, applicable
to the Company w.e.f. April 1, 2024. The Company has
reviewed the new pronouncements and based on its
evaluation has determined that it does not have any
significant impact in its financial statements.

Measurement of fair values

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

Equity Contribution by the Ultimate Holding Company reserve

API Holdings Limited (the ''Ultimate Holding Company'') has established various equity-settled share-based payment plans
for certain categories of employees of the Company. The respective employees are entitled to equity shares of the Ultimate
Holding Company on exercising of options granted to them after completion of the vesting period, as per the plans. The
Ultimate Holding Company is not charging any consideration towards reimbursement of the grant of options from the
Company. The balance in the Equity Contribution by Ultimate Holding Company Reserve account represents the expenses
recorded pursuant to the aforesaid schemes for which the options are not yet vested or exercised, as the same is considered
as equity contribution by the Ultimate Holding Company. (Refer note 36 for further details on these plans).

General Reserve

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

Capital Redemption Reserve

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

Retained Earnings

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

35. Employee benefits

A. Defined contribution plans

i. The Company makes Provident Fund, ESIC and Maharashtra Labour Welfare Fund contributions to defined
contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified
percentage of the payroll costs to fund the benefits. Amount for the year ended 31 March 2025 of H 4.87 crores
(31 March 2024 : H 4.58 Crores) is recognised as expense and included in Employee benefit expenses. The
contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The
Company does not expect any further liability other than the specified contributions. (Refer note 29)

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

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

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

36. Share-based payments

A. Description of share-based payment arrangements

The shareholders of the Company had approved the Thyrocare Employees Stock Option Scheme ("ESOS/ Scheme") in
the Annual General Meeting ("AGM") held on September 26, 2015, which was subsequently modified in the AGM held
on August 10, 2023. Pursuant to the said modification, the shareholders authorized the Board of Directors and/or the
Nomination and Remuneration Committee to grant stock options to eligible employees until all remaining options under
the ESOS are exhausted and the equivalent number of equity shares are issued and allotted.

Further, by way of special resolution passed through postal ballot (Notice dated October 23, 2024) on January 09,
2025, the shareholders approved the extension of ESOS to eligible employees of the Holding and/or Subsidiary
Company(ies) of Thyrocare.

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

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

B. Measurement of fair values

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

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

Fair value of financial assets and liabilities measured at amortised cost is not materially different from the amortised cost.
Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly,
the fair value has not been disclosed separately.

C. Financial risk management

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

The Company''s risk management policies are established to identify and analyse the risks faced by the Company, to
set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and
systems are reviewed regularly to reflect changes in market conditions and the Company''s activities. The Company,
through its training and management standards and procedures, aims to maintain a disciplined and constructive control
environment in which all employees understand their roles and obligations.

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

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

i. Credit risk

ii. Liquidity risk

iii. Market risk

i. Credit risk

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

a) Trade and Other Receivables

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

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

b) Loans and financial assets measured at amortized cost

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

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

The Company held cash and cash equivalent and Bank balances other than cash and cash equivalents of
H 51.98 crores as at 31 March 2025 (31 March 2024 : H 34.10 crores). The same are held with banks. Also,
Company invests its short term surplus funds in bank fixed deposit which carry no market risks for short
duration, therefore does not expose the company to credit risk.

d) Others

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

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its
financial liabilities that are settled by delivering cash or another financial assets. The Company''s approach to
managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they
are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to
the Company''s reputation.

Exposure to liquidity risk

The following are remaining contractual maturities of financial liabilities at the reporting date. The amounts are
gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.

iii. Market risk

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

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which
sales and purchases are denominated and the functional currency of Company. The functional currency for large
number of transactions of the Company is Rs. and majority of the customers the Company dealt with operate from
India only. The Company receives almost all of its revenue from the domestic operations.

Exposure to currency risk

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

Sensitivity analysis

A reasonably possible strengthening (weakening) of the INR or US dollar at 31 March 2025 would have affected the
measurement of financial instruments denominated in foreign currency and affected equity and profit or loss by the
amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant
and ignores any impact of forecast sales and purchases.

The Company has entered into Reagent Rental Arrangements for periods ranging from 2 - 7 years with some of its major reagent
suppliers. As per the terms of the agreement, these reagent suppliers have placed the analysers / diagnostic equipments
at no cost in the processing laboratory. The analysers / diagnostic equipments are programmed by the manufacturers to
be used only against the reagent supplier''s brand of reagent kits. The commitments as per these arrangements are either
purchase commitments or rate commitments based on the workloads. The value of purchase commitments for the next
financial year is H 85.71 crores (31 March 2024 : H 84.47 crores) as per the terms of these arrangements.

Notes :

During the reporting period, the company conducted transactions with these related parties in the ordinary course
of business. The transactions with related parties are made on terms equivalent to those that prevail in arm''s length
transactions. Outstanding balances at the year-end are unsecured and settlement occurs in cash.

40. Additional information to the financial statements
a. Segment reporting

The Company is primarily engaged in the business of diagnostic services, which as per Ind AS 108 on ''Operating
Segments'', constitutes a single reporting business segment.

There are no material individual markets outside India and hence it has not disclosed information for geographical
segments with respect to the segment revenues or results or assets. During the year ended 31 March 2025 and 31
March 2024, revenue from transactions with a single external customer did not amount to 10 percent or more of the
Company''s revenues from the external customers.

b. During the current year, the Company has made two business acquisitions in the diagnostic services sector. On 2
July 2024, the Company signed a Business Transfer Agreement (BTA) with Polo Labs Private Limited to acquire its
diagnostic services business for a purchase consideration of H 4.26 Crores. The acquisition was recorded with H 1.22
Crores recognized as Goodwill, H 0.80 Crores for Brand name, H 0.69 Crores for Non-compete fees, H 0.45 for Software
and H 1.10 Crores for net Fixed assets.

Subsequently, on 11 October 2024, the Company completed the acquisition of the business of diagnostic services
of Vimta Labs Limited''s for a purchase consideration of H 7 Crores. The acquisition was recorded with H 2.96 Crores
recognized as Goodwill, H 2.34 Crores for Customer relationships, H 0.31 Crores for Non-compete fees and H 1.39 Crores
for net fixed assets.

d. Capital Management

For the purpose of the Company''s capital management, capital includes issued equity capital and all other equity
reserves attributable to the equity holders of the Company. The primary objective of the Company''s capital management
is to safeguard the Company''s ability to remain as a going concern and maximise the shareholder value. The current
capital structure of the Company is equity based with financing through borrowings. The Company is not subject to any
externally imposed capital requirement. No changes were made in the objectives, policies or processes for managing
capital during the year ended 31 March 2025 and 31 March 2024. The net debt to equity ratio for the current year has
decreased as a result of the borrowings repaid fully during the current year.

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

g. Other Statutory Information:

(i) Details of benami property held

No proceedings have been initiated or are pending against the Company for holding any benami property under the
Benami Transactions (Prohibitions) Act, 1988 and the rules made thereunder.

(ii) Relationships with struck off companies

The Company does not have any relationship with companies struck off under Section 248 of the Companies Act,
2013 or Section 560 of the Companies Act, 1956.

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

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

(iv) Details of crypto currency or virtual currency

The Company has not traded or invested in Crypto currency or Virtual Currency during the current or previous year.

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

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

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

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

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

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

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

(vi) Undisclosed Income

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

(vii) Wilful defaulter

The Company has not been declared wilful defaulter by any bank or financial institution or by any other lender.

(viii) Compliance with number of layers of companies

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

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

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

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

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

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

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

(xii) Audit trail:

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

During the year ended 31 March 2025 with respect to one software which has a feature of recording audit trail
(edit log) facility and the same has been enabled and operated throughout the year for all relevant transactions
recorded in the accounting software. Further, there were no instances of the audit trail feature being tampered
with. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements
for record retention.

Another software had a feature of recording audit trail (edit log) facility at the database level only and the same
has been enabled and operated from October 2024 till March 2025 for all relevant transactions recorded in the
accounting software.

Further, there were no instances of the audit trail feature being tampered with. Additionally, the audit trail of prior
year has been preserved as per the statutory requirements for record retention to the extent it was enabled and
recorded in respective year.

Further, for the two other accounting softwares and one software (at application level) used for maintaining its
books of account during the year ended 31 March 2025 did not have a feature of recording audit trail (edit log)
facility throughout the year. The management is in the process of evaluating the options / enabling the edit log
facility for these softwares.

(xiii) Back up of books of account:

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

(xiv) Borrowings secured against current assets

The Company does not have borrowings from banks or financial institutions on the basis of security of current assets.

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

As per our report of even date attached

For M S K A & Associates For and on behalf of the Board of Directors of

Chartered Accountants Thyrocare Technologies Limited

Firm''s Registration No: 105047W CIN - L85110MH2000PLC123882

Ojas D. Joshi Dharmil Sheth Rahul Guha

Partner Director Chief Executive Officer

Membership No: 109752 and Managing Director

DIN - 06999772 DIN - 09588432

Alok Kumar Jagnani Brijesh Kumar

Chief Financial Officer Company Secretary

Membership No: A36070

Navi Mumbai, 23 April 2025 Navi Mumbai, 23 April 2025

---

Mar 31, 2024

Measurement of fair values

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

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

Critical assumptions involved in the valuation are as follows:

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

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

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

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

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

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

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

(c) Employee stock option plan

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

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

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

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

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

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

Capital Reserve

Capital Reserve represents

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

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

Securities Premium

Securities Premium represents the premium received on issue of shares.

Share Option Outstanding Account

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

Equity Contribution by the Ultimate Holding Company Reserve

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

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

General Reserve

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

Capital Redemption Reserve

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

Retained Earnings

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

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

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

Note: Dues to Micro and Small Enterprises

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

35 Employee benefits

A. Defined contribution plans

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

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

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

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

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

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

36 Share-based payments

Description of share-based payment arrangements

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

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

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

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

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

B. Measurement of fair values

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

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

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

C. Financial risk management

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

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

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

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

i. Credit risk

ii. Liquidity risk

iii. Market risk

i. Credit risk

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

a) Trade and Other Receivables

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

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

b) Loans and financial assets measured at amortized cost

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

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

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

d) Others

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

ii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial assets. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Exposure to liquidity risk

The following are remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.

iii. Market risk

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

Currency risk

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

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

Exposure to currency risk

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

Sensitivity analysis

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

iv. Interest rate risk

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

38A Contingent liabilities (to the extent not provided for)
Particulars		March 31,2024	March 31, 2023
Claims against the Company not acknowledged as debts
a.	Other income tax assessments	-	0.33
b.	Other tax matters	0.10	-
c.	Employees provident fund matter	0.52	0.52

Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgments/ decisions pending with various forums/ authorities.

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

38B Commitments
Particulars	March 31,2024	March 31, 2023
Commitments relating to long term arrangement with vendors	299.03	403.36

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

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

40 Additional information to the financial statements a. Segment reporting

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

The Company operates in three business segment, namely:

i. Diagnostic Testing Services

ii. Imaging Services

iii. Others

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

c. Capital Management

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

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

f. Other Statutory Information:

(i) Details of benami property held

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

(ii) Relationships with struck off companies

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

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

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

(iv) Details of crypto currency or virtual currency

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

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

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

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

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

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

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

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

(vi) Undisclosed Income

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

(vii) Wilful defaulter

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

(viii) Compliance with number of layers of companies

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

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

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

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

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

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

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

(xii) Audit trail:

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

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

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

(xiii) Back up of books of account:

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

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

---

Mar 31, 2023

i. During the current year, the Company has spent '' 0.79 crore (31 March 2022 : '' NIL) towards construction of solar facility at the administrative office of the Company for conservation of energy towards corporate social responsibility, the same is capitalised in Plant and Equipment.

Measurement of fair values

The Company has sub-let part of the leasehold land and constructed building thereon, to its subsidiary for business operations after getting an approval from the lessor. Since the premises is constructed on leasehold plot of land, the sub-let part of the premises is not saleable independently. The fair value of the investment property would be difficult to determine reliably. The premises is constructed on industrial leasehold plot of land and there are very few recent transactions. In case of the previously observed transaction for transfer of plot prices, the variations in the prices indicate that the transfer price is not indicative of market prices. Also, the alternative reliable measurement of fair value are not available due to the regulatory restrictions as to usage, transfer, leasing and subletting of the property within the jurisdiction. The fair value of the investment property on the basis of then observed transfer prices for the properties within the same jurisdiction, ranges from '' 2.55 crore to 3.00 crore.

The Company assessed the recoverable amount of investment in the wholly owned subsidiary Nueclear Healthcare Limited, as at 31 March 2023, as the higher of Fair Value less Cost of Disposal (the ''FVCOD'') and the Value in Use (the ''VIU''), in view of the accumulated business losses since inception and also considering the changes in the market conditions and business environment in India and effects thereof in the foreseeable future. The subsidiary has already took steps to mitigate the adverse risks either by resolving the legal disputes or by disposing of the business undertaking where it faces cost constraints. During the current financial year, the subsidiary has seen surge in growth and profits, enabling it to reduce the accumulated losses. The Company continues to assess and endeavours to take appropriate steps to optimise the profitability and growth of Nueclear Healthcare Limited. The management does not foresee any further impairment of investment in Nueclear Healthcare Limited as at 31 March 2023 (31 March 2022 : '' 44.33 crore).

The recoverable amount was determined based on VIU by using a discount rate (pre-tax) of 20.68% and growth rate of 4%.

The management is in the process of evaluating and regularising the requisite compliances under FEMA Regulations and the company is in process of filling application before its AD Category - I Bank for seeking extension of time-limit. The Company has not accounted for penalties, if any, that may result from such non-compliance. The Company does not foresee any material impact on financial statements.

Rights, preferences and restrictions attached to equity shares

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

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.

Employee stock option plan

Terms attached to stock options plan to employees are described in Note 33 regarding share-based payments.

Equity shares bought back

During the year ended 31 March 2019, the Company bought back 9,58,900 equity shares for an aggregate amount of '' 63.00 crore being 1.78% of the total paid up equity share capital, at an average price of '' 656.90 per equity share. The equity shares bought back were extinguished on 12 October 2018 and 22 October 2018.

Docon Technologies Pvt Ltd ("Docon") had provided exclusive security interest by way of creation of pledge over 3,76,56,092 shares (71.14%) of Thyrocare Technologies Ltd ("TTL") held by Docon, and API Holdings Ltd ("API") had provided exclusive security interest by way of creation of pledge over 14,253,118 shares and 4,33,367 compulsory convertible debentures (comprising 100% of the total share capital) of Docon held by API, on June 23, 2022 in favour of Vistra ITCL (India) Limited (acting in its capacity as debenture trustee for debentures issued by API for an aggregate nominal value of '' 22,80,00,00,000 ("Existing Debentures”))

Capital reserve

Capital Reserve represents a) amounts received in earlier years from the selling shareholder at the time of the IPO towards reimbursement of certain expenses and b) fair of the trademark "Whaters” (subsequently disposed off) assigned by Dr A Velumani in favour of the Company for no consideration.

Securities premium

Securities premium represents the premium received on issue of shares. It is utilized in accordance with the provisions of the Companies Act, 2013.

Share option outstanding

The Company has established various equity-settled share-based payment plans for certain categories of employees of the Company. The balance in the share option outstanding account represents the expenses recorded pursuant to the aforesaid schemes for which the options are not yet vested or exercised. (See Note 33 for further details on these plans).

Equity contribution by parent reserve

API Holdings Limited (the ''Parent Company'') has established various equity-settled share-based payment plans for certain categories of employees of the Company. The respective employees are entitled to equity shares of the Parent Company on exercising of options granted to them after completion of the vesting period, as per the plans. The Parent Company is not charging any consideration towards reimbursement of the grant of options from the Company. The balance in the equity contribution by parent reserve account represents the expenses recorded pursuant to the aforesaid schemes for which the options are not yet vested or exercised, as the same is considered as equity contribution by the Parent Company. (See Note 33 for further details on these plans).

General reserve

General reserve is used to record the transfer from retained earnings of the Company. It is utilized in accordance with the provisions of the Companies Act, 2013.

Capital redemption reserve

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

Retained earnings

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

The Board has declared and paid an interim dividend of '' 18/- per equity share of face value of '' 10 each for the year ended 31 March 2023 at its meeting held on 7 April 2023. Previous year, the Board has declared an interim dividend of '' 15/- per equity share of face value of '' 10 each for the year ended 31 March 2022 at its meeting held on 29 April 2022. The Board had proposed final dividend for the year ended 31 March 2021, subject to the approval at the annual general meeting. The dividends had not been recognised as liabilities in the respective year.

32 Employee benefits

A. Defined contribution plans

The Company makes Provident Fund, ESIC and Maharashtra Labour Welfare Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised for the year ended 31 March 2023, '' 4.03 crore (31 March 2022 : '' 3.32 Crore) for Provident Fund contributions, '' 0.67 crore (31 March 2022 : '' 0.72 Crore) for ESIC contributions and '' 0.01 crore (31 March 2022 : '' 0.01 Crore) for Maharashtra Labour Welfare Fund, in the Statement of Profit and Loss during the year (See note 28). The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The Company does not expect any further liability other than the specified contributions.

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

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

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

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

33 Share-based payments

A. Description of share-based payment arrangements

During the year, the Company has offered stock options to the eligible employees under "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2022” (ESOS2022) vide authorisation of shareholders in the annual general meeting held on 3 August 2022. The options may be exercised either fully or partially in four equal instalments.

The employees were identified as those who had completed two years of service as on the date of sanction of the scheme, subject to their continuous service till the vesting period.

During the earlier years, the Company had offered stock options to the eligible employees under "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2021” (ESOS2021), "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2020” (ESOS2020), "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2019” (ESOS2019), "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2018” (ESOS2018), "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2017” (ESOS2017), "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2016” (ESOS2016) and "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2015” (ESOS2015) vide authorisation of shareholders in their meetings held on 3 August 2022, 26 June 2021, 29 September 2020, 24 August 2019, 1 September 2018, 12 August 2017, 12 September 2016 and 26 September 2015 respectively. Under the respective scheme, the options may be exercised either fully or partially in four equal instalments. The employees were identified as those who had completed certain years of service subject to their continuous service till the vesting period.

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

D. Description of share-based payment arrangements by the parent company

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

B. Measurement of fair values

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

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

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

C. Financial risk management

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

- credit risk (see (C) (i));

- liquidity risk (see (C) (ii));

- market risk (see (C) (iii)).

Risk management framework

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

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.

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

i. Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and loans.

The Company has no significant concentration of credit risk with any counterparty.

Trade receivables and loans

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate.

The Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment terms and conditions are offered. Sale limits are established for each customer and reviewed periodically. Any sales exceeding those limits require approval from the management.

Security deposits

These represents security deposits given towards laboratories taken on lease under contractual arrangement EMD deposit for participation in tender.

The Company limits its exposure to credit risk from trade receivables by establishing a credit limit that is linked to either category of the customer or the security deposits paid by the customer to avail the services.

I n monitoring customer credit risk, customers are compared according to their credit characteristics, including whether they are individuals or legal entities, their geographic locations, industry, trading history with the Company and existence of previous financial difficulties, if any.

Expected credit loss (ECL) assessment for individual customers as at 31 March 2022 and 31 March 2023

As per simplified approach the Company makes provision of expected credit losses on trade receivable using a provision matrix to mitigate the risk of default payment and make appropriate provision at each reporting date. The ageing of trade receivables net of provision for doubtful debts was as follows.

Management believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk.

Credit risk on cash and cash equivalents, deposits with banks is generally low as the said deposits have been made with the banks who have been assigned high credit rating by international and/or domestic credit rating agencies.

I nvestments of surplus funds are made only with approved financial institutions. Investments primarily include investments in subsidiaries, mutual funds and preference shares. These mutual funds, preference shares and counterparties have low credit risk.

Movement in the allowance for impairment in respect of trade receivables

The movement in the allowance for impairment in respect of trade receivables is as follows :

i. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial assets. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflow on financial liabilities over the next twelve months. The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities.

Exposure to liquidity risk

The following are remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.

iii. Market risk

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

Currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the functional currency of Company. The functional currency for large number of transactions of the Company is '' and majority of the customers the Company dealt with operate from India only. The Company receives more than 98% of its revenue from the domestic operations only.

Sensitivity analysis

A reasonably possible strengthening (weakening) of the '' or US dollar at 31 March 2023 would have affected the measurement of financial instruments denominated in foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant and ignores any impact of forecast sales and purchases.

35 Contingent liabilities and commitments (to the extent not provided for) (All amounts in '' crores, unless otherwise stated)
Particulars	31 March 2023 31 March 2022
Contingent liabilities
Claims against the Company not acknowledged as debts
a. Other income tax assessments	0.33 0.33
b. Employees provident fund matter 0.52 0.52

Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgments/ decisions pending with various forums/ authorities.

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

(All amounts in '' crores, unless otherwise stated)
Particulars	31 March 2023	31 March 2022
Commitments
Commitments relating to long term arrangement with vendors (see note (i))	403.36 155.31

i. The Company has entered into Reagent Rental Arrangements for periods ranging from 2 years to 7 years with some of its major reagent suppliers. As per the terms of the agreement, these reagent suppliers have placed the analysers / diagnostic equipments at no cost in the processing laboratory. The analysers / diagnostic equipments are programmed by the manufacturers to be used only against the reagent supplier''s brand of reagent kits. The commitments as per these arrangements are either purchase commitments or rate commitments based on the workloads. The value of purchase commitments for the remaining number of years are '' 403.36 crore (31 March 2022 : 155.31 crore) of which annual commitment for next financial period of twelve months is '' 104.32 crore (31 March 2022 : 40.44 crore) as per the terms of these arrangements.

Notes :

i. The key management personnel and his relatives exercised control and significant influence on other entities, through their investment in those entities. These entities had transactions in the normal course of business with the Company during the reporting period. The terms and conditions of these transactions were at an arm''s length.

37 Additional information to the financial statements

a. Due to Micro and Small Enterprises

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

b. Docon Technologies Private Limited [CIN : U72900KA2016PTC126436], a private limited company incorporated under the laws of India and having their registered office at 4^th Floor, Prestige Blue Chip Software Park Block 1, Hosur Road, Madiwala Range, Dairy Colony, Bangalore, Karnataka - 560029, India, (hereinafter referred to as the "Purchaser”) has entered into a share purchase agreement dated 25 June 2021 with the then promoters and promoter group shareholders (the "Share Purchase Agreement” or "SPA”), pursuant to which the Purchaser has agreed to acquire from these shareholders 3,49,72,999 Equity Shares of the Company representing 66.11% of the expanded voting share capital, completion of which was subject to the satisfaction of certain conditions precedent under the Share Purchase Agreement. The sale of such Equity Shares under the Share Purchase Agreement was proposed to be executed at a price of § 1,300.00/- per Equity Share (the "SPA Price”) as an off-market trade. The Share Purchase Agreement also set forth the terms and conditions agreed between the Purchaser and these Shareholders, and their respective rights and obligations.

Since the Purchaser had entered into an agreement to acquire voting rights in excess of 25.00% of the equity share capital and control over the Company, the Purchaser alongwith API Holdings Limited [CIN : U60100MH2019PTC323444], a public limited company incorporated under the laws of India (previously known as API Holdings Private Limited) and having their registered office at 902, 9^th Floor, Raheja Plaza 1, B-Wing, Opposite R-City Mall, L.B.S. Marg, Ghatkopar West, Mumbai 400086, Maharashtra, India, (hereinafter referred to as the "PAC”) made an Open Offer under Regulation 3(1) and Regulation 4 of the SEBI (SAST) Regulations. The Purchaser alongwith the PAC acquired additional 26,83,093 Equity Shares of the Company representing 5.11% of the expanded voting share capital, in Open Offer. Pursuant to the Open Offer and consummation of the transaction contemplated under the Share Purchase Agreement, the Purchaser took control over the Company and the Purchaser became the promoter of the Company including in accordance with the provisions of the SEBI (LODR) Regulations, w.e.f. 2 September 2021.

The Company has adopted change in accounting policies to align with the accounting policies of the parent group, mainly method of valuation of inventories from FIFO to weighted average, prospectively, resulting in adjustment of '' NIL (31 March 2022 : '' 0.21 crore) in the opening stock and carrying amount of profit and loss account.

c. In accordance with Indian Accounting Standard 108 ''Operating Segment'', segment information has been given in the consolidated financial statements of the Company which are presented in the same annual report.

d. The Company''s international transactions and domestic transactions with related parties are at arm''s length as per the independent accountants report for the year ended 31 March 2022. Management believes that the Group''s international transactions and domestic transactions with related parties for the year ended 31 March 2023 and post 31 March 2023 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.

Disclosure as per Section 186 of the Companies Act, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows :

(i) Details of investments made are given in Note 6 and Note 7.

(ii) Details of the loans given by the Company is given in Note 8A.

(iii) There are no guarantees issued by the Company in accordance with section 186 of the Companies Act, 2013 read with rules issued thereunder.

f. Other disclosures

The Company has conserved sufficient liquid resources to ensure the operations of the Company are conducted smoothly.

The company has no debt obligations as on date and there are no impact foreseen on the assets of the Company, other than already disclosed in these financial statement or this disclosure.

The Company has inculcated prudent financial discipline among the management team to ensure maintenance and improvising the financial stability and strength of the Company through enhanced internal financial reporting and better control.

g. Capital Management

For the purpose of the Company''s capital management, capital includes issued capital and all other equity reserves attributable to the equity shareholders of the Company, the primary objective when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximise shareholder value.

The capital structure of the Company consists of equity attributable to the owners of the Company, comprising issued capital, reserves and accumulated profits as presented in the statement of changes in equity.

Consequent to such capital structure, there are no external imposed capital requirements. In order to maintain or achieve an optimal capital structure, the Company allocates its capital for distribution as dividend or reinvestment into business based on its long term financial plans.

h. The Code on Social Security 2020 (‘the Code’) relating to employee benefits, during the employment and postemployment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued. The Company will assess the impact of the Code and will give appropriate

impact in the financial statements in the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

i. Other Statutory Information:

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

(ii) The Company do not have any transactions with companies struck off.

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

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

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

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

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

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

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

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

(vii) The Company does not have any 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).

j. Corporate Social Responsibility

Expenditure related to Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof - '' 1.35 Crore (31 March 2022 : '' 5.56 crore).

i. Gross amount required to be spent by the Company towards Corporate Social Responsibility is '' 3.25 Crore (31 March 2022 : '' 2.83 Crore)

- Return on Equity Ratio during the previous year was high on account of earnings from covid business from the government. During the current year, the covid business is significantly decreased.

- Trade Payable Turnover Ratio during the current year is high on account of enhancement of credit limits by major suppliers.

- Net Profit Ratio, Return On Capital Employed and Return on Investment during the previous year was high on account of earnings from covid business from the government. During the current year, the covid business is significantly decreased.

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Mar 31, 2022

Measurement of fair values

- The Company has sub-let part of the leasehold land and constructed building thereon, to its subsidiary for business operations after getting an approval from the lessor. Since the premises is constructed on leasehold plot of land, the sub-let part of the premises is not saleable independently. The fair value of the investment property would be difficult to determine reliably. The premises is constructed on industrial leasehold plot of land and there are very few recent transactions. In case of the previously observed transaction for transfer of plot prices, the variations in the prices indicate that the transfer price is not indicative of market prices. Also, the alternative reliable measurement of fair value are not available due to the regulatory restrictions as to usage, transfer, leasing and subletting of the property within the jurisdiction. The fair value of the investment property on the basis of then observed transfer prices for the properties within the same jurisdiction, ranges from INR 2.55 crore to 3.00 crore.

Rights, preferences and restrictions attached to equity shares

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

On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.

Employee stock option plan

Terms attached to stock options plan to employees are described in Note 33 regarding share-based payments.

Equity shares bought back

During the year ended 31 March 2019, the Company bought back 9,58,900 equity shares for an aggregate amount of '' 63.00 crore being 1.78% of the total paid up equity share capital, at an average price of '' 656.90 per equity share. The equity shares bought back were extinguished on 12 October 2018 and 22 October 2018.

Capital reserve

Capital Reserve represents a) amounts received in earlier years from the selling shareholder at the time of the IPO towards reimbursement of certain expenses and b) fair of the trademark "Whaters” (subsequently disposed off) assigned by Dr A Velumani in favour of the Company for no consideration.

Securities premium

Securities premium represents the premium received on issue of shares. It is utilized in accordance with the provisions of the Companies Act, 2013.

Share option outstanding account

The Company has established various equity-settled share-based payment plans for certain categories of employees of the Company. The balance in the share option outstanding account represents the expenses recorded pursuant to the aforesaid schemes for which the options are not yet vested or exercised. (See Note 33 for further details on these plans).

General reserve

General reserve is used to record the transfer from retained earnings of the Company. It is utilized in accordance with the provisions of the Companies Act, 2013.

Capital redemption reserve

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

32. Employee benefits

A. Defined contribution plans

The Company makes Provident Fund, ESIC and Maharashtra Labour Welfare Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised '' 3.32 crore for the year ended 31 March 2022 (31 March 2021 : '' 2.92 Crore) for Provident Fund contributions, '' 0.72 crore (31 March 2021 : '' 0.65 Crore) for ESIC contributions and Rs. 0.01 crore (31 March 2021 : '' 0.01 Crore) for Maharashtra Labour Welfare Fund, in the Statement of Profit and Loss during the year (See note 28). The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The Company does not expect any further liability other than the specified contributions.

B. Defined benefit plans

The Company offers the following employee benefit schemes to its employees :

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant. The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the balance sheet.

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

33. Share-based payments

A. Description of share-based payment arrangements

During the year, the Company has offered stock options to the eligible employees under "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2021” (ESOS2021) vide authorisation of shareholders in the annual general meeting held on 26 June 2021. The options may be exercised either fully or partially in four equal instalments. The employees were identified as those who had completed two years of service as on the date of sanction of the scheme, subject to their continuous service till the vesting period.

During the earlier years, the Company had offered stock options to the eligible employees under "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2020” (ESOS2020), "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2019” (ESOS2019), "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2018” (ESOS2018), "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2017” (ESOS2017), "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2016” (ESOS2016) and "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2015” (ESOS2015) vide authorisation of shareholders in their meetings held on 29 September 2020, 24 August 2019, 1 September 2018, 12 August 2017, 12 September 2016 and 26 September 2015 respectively. Under the respective scheme, the options may be exercised either fully or partially in four equal instalments. The employees were identified as those who had completed certain years of service subject to their continuous service till the vesting period.

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

B. Measurement of fair values

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

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

The following table provides the fair value measurement hierarchy of the Company’s financial instruments which are measured at fair value:

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Mar 31, 2018

1. REPORTING ENTITY

Thyrocare Technologies Limited (the “Company”) is a company domiciled in India, with its registered office situated at D/371, TTC Industrial Area, MIDC Turbhe, Navi Mumbai - 400703, Maharashtra, India. The Company has been incorporated under the provisions of the Indian Companies Act and its equity shares are listed on the National Stock Exchange (NSE) and Bombay Stock Exchange (BSE) in India. The Company primarily operates in healthcare segment and is primarily involved in providing quality diagnostic services at affordable costs to patients, laboratories and hospitals in India.

2. BASIS OF PREPARATION

A. Statement of compliance

These standalone Ind AS financial statements (hereinafter referred to as ‘standalone financial statements’) have been prepared in accordance with the Indian Accounting Standards (hereinafter referred to as the ‘Ind AS’) as notified by Ministry of Corporate Affairs pursuant to Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. The Company’s standalone financial statements up to and for the year ended 31 March 2017 were prepared in accordance with the Companies (Accounting Standards) Rules, 2006, notified under Section 133 of the Act and other relevant provisions of the Act. As these are the Company’s first standalone financial statements prepared in accordance with Indian Accounting Standards (Ind AS), Ind AS 101, Firsttime Adoption of Indian Accounting Standards has been applied. An explanation of how the transition to Ind AS has affected the previously reported financial position, financial performance and cash flows of the Company is provided in Note 39. The standalone financial statements were authorized for issue by the Company’s Board ofDirectors on 28 April 2018. The details of the accounting policies are included in Note 3.

B. Functional and presentation currency

These standalone financial statements are prepared in India Rupees (INR), which is also the Company’s functional currency. All amounts have been rounded-off to the nearest million, unless otherwise indicated.

c. basis of measurement

The standalone financial statements are prepared on the historical cost basis except for the following items :

D. use of estimates and judgments

In preparing these standalone financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

Judgments

Information about judgments made in applying accounting policies that have the most significant effects on the amounts recognized in the standalone financial statements is included in the following notes :

Note 3(l) and Note 35 - leases : whether an arrangement contains a lease;

Note 3(l) and Note 35 - lease classification;

Note 25 - revenue from imaging services : whether the Company acts as a principal rather than as an agent in a transaction; and

Note 38 (f) - recognition of exceptional expenditure and contribution from shareholder : whether the receipt from shareholder towards reimbursement of exceptional expenditure are contribution.

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties that have a significant risk of resulting in a material adjustment is includedin the following notes :

Note 4 and 5 - determining an asset’s expected useful life and the expected residual value at the end of its life Note 30 - determining the provision for income taxes; Note 32 - measurement of defined benefit obligations : key actuarial assumptions;

Note 34 - Fair value measurement of financial instruments; and

Note 36 - recognition and measurement of provisions and contingencies : key assumptions about the likelihood and magnitude of an outflow of resources;

E. Measurement of fair values

A number of the Company’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Company generally relies on the valuation certificates obtained from third party professionals for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the chief financial officer. The Company regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as statements of asset management companies managing the mutual fund schemes, is used to measure fair values, then the Company assesses the evidence obtained from the third parties to support the conclusion that these valuation meet the requirements of Ind AS, including the level in the fair value hierarchy in which the valuations should be classified.

Significant valuation issues, if any, are reported to the Company’s audit committee.

Fair values are categorized into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

- Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities (includes mutual funds that have quoted price/ declared NAV).

- Level 2 : inputs other than quoted prices included in Level 1 that are observable for the assets or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

- Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs).

When measuring the f air value of an asset or a liability, the Company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorized in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in

measuring fair values is included in the following notes :

- Note 4C - investment property;

- Note 33 - share-based payment arrangements; and

- Note 34 - financial instruments.

Notes i. capital work-in-progress

During the previous year ended 31 March 2017 the Company acquired analysers with the intention of adding more tests and technologies for providing diagnostic services. The cost of acquisition was INR 21.33 million. The Company commenced the business operations only subsequent to end of the year during the current year; cost incurred upto the reporting date totalled INR 21.33 million.

ii. Reclassification of investment property

A portion of the leasehold land and building was reclassified as investment property (see Note 3(f)) on transition to Ind AS.

Disclosre pursuant to Ind AS 40 ‘Investment Property’

Amount recognised in Statement of profit and loss account for investment property

Measurement of fair values

- As permitted by Ind AS 101, the Company has elected to continue with the carrying values under previous GAAP for all the items of property, plant and equipment, intangible assets and investment property.

- The Company has sub-let part of premises to its subsidiary for business operations after getting an approval from the regulator. Since the premises is constructed on leasehold plot of land, the sub-let part of the premises is not saleable independently. The fair value of the investment property would be difficult to determine reliably. The premises is constructed on industrial leasehold plot of land and there are very few recent transactions. In case of the observed recent transaction for transfer of plot prices, the variations in the prices indicate that the transfer price is not indicative of market prices. Also the alternative reliable measurement of fair value are not available due to the regulatory restrictions as to usage, transfer, leasing and subletting of the property within the jurisdiction. The fair value of the investment property on the basis of recently observed transfer prices for the properties within the same jurisdiction, ranges from INR 25.50 million to 30.00 million.

iii. Transfer of business undertaking

The Company, pursuant to the business transfer agreement, transferred the water testing division on 31 January 2018 on a slump sale basis and discontinued water testing operations from that date. The cost of acquisition of the plant, equipment and other assets pertaining to water testing division accordingly has been reduced from the gross block (INR 26.72 million) and the accumulated depreciation thereon (INR 12.30 million). The profit aggregating to INR 78.85 million has been disclosed under other income for the year ended 31 March 2018. The depreciation on these assets charged to profit and loss account was INR 2.85 million for the current period (31 March 2017 : INR 4.23 million).

iv. Deemed cost exemption

On transition to Ind AS, the Company has elected to continue with the carrying value of all its PPE and Investment Property recognised as at 1 April 2016 measured as per the previous GAAP and use that carrying value as the deemed cost of the PPE and Investment Property.

Associates

Equinox Labs Private Limited (Equinox)

The Company has acquired 30% stake in Equinox Labs Private Limited (‘Equinox’) vide the terms of the Share Subscription and Shareholder’s agreement and Business Transfer agreement executed on 15 December 2017 and 31 January 2018 respectively, partially by subscribing to 214,592 equity shares of Equinox in cash and partially by subscribing to 214,593 equity shares of Equinox for consideration other than cash for a total purchase consideration of INR 200.00 million. The equity share holding in Equinox is disclosed under Equity accounted investees as at 31 March 2018. The information for the year ended 31 March 2018 presented in the table includes the results of Equinox for the period from 24 March 2018 to 31 March 2018.

*The Company has not recognised the profit amounting to INR 0.01 million, since the management believes that this amount is insignificant/ immaterial to the Group.

As such, no additional disclosure in relation to financial information of the associate has been disclosed.”

Thyrocare International Holding Company is in the process of liquidation and already has applied to the Registrar of Companies, Mauritius to wind-up the business operations. The net worth of the associate is fully eroded. The Company has not recognised losses in relation to its interest in this associate, because the Company has no obligation in respect of these losses.

During the year ended 31 March 2018, the Company did not receive any dividend from its associates.

The associate does not have any contingent liabilities and capital commitments as at 31 March 2018.

Rights, preferences and restrictions attached to equity shares

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

Employee stock option plan

Terms attached to stock options plan to employees are described in Note 33 regarding share-based payments.

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

a. Employees stock options

During the year ended 31 March 2015, the Company has approved Employees Stock Options Scheme on 20 September 2014 pursuant to which certain employees are entitled to 33,650 equity shares of INR 10 each.

These equity shares have been issued to the ESOP Trust pursuant to the approved terms of employees stock option scheme 2014, for which only the exercise price i.e. the face value of shares has been recovered in cash (See Note 33).”

b. During the year ended 31 March 2015, the Company has allotted 37,383,507 equity shares of INR 10 each fully paid up on 24 September 2014, as bonus shares in the ratio of 3 equity shares for every share held, by capitalisation of securities premiumaccount of INR 370.81 million and capital redemption reserve of INR 3.03 million.

c. During the year 31 March 2016 and 31 March 2015, the Company has allotted 3,187,562 and 691,295 equity shares of INR 10 each fully paid up respectively, to the equity shareholders of Nueclear Healthcare Limited (‘NHL’) in consideration for 4,611,000 and 1,000,000 equity shares of NHL respectively at a premium of INR 295.95 per share.

capital reserve

Capital reserve is used to record the premium received in business combinations and to record the shareholder’s contribution for consideration other than cash. (see Note 38(f) and (h)).

Securities premium

Securities premium is used to record the premium received on issue of shares. It is utilized in accordance with the provisions of the Companies Act, 2013.

Share option outstanding account

The Company has established various equity-settled share-based payment plans for certain categories of employees of the Company. (See Note 33 for further details on these plans).

General reserve

General reserve is used to record the transfer from retained earnings of the Company. It is utilized in accordance with the provisions of the Companies Act, 2013.

Dividends

The following dividends were declared and paid by the Company during the year :

After the reporting dates the following dividends (excluding dividend distribution tax) were proposed by the directors subject to the approval at the annual general meeting; the dividends have not been recognised as liabilities in the respective years. Dividends attract dividend distribution tax when declared or paid.

* Statutory dues include tax deducted at source, local body tax, profession tax, employees provident fund and ESIC.

# Expenses payable includes operating, administrative and marketing expenses.

Investor Education and Protection Fund (‘IEPF’) - As at 31 March there is no amount due and outstanding to be transferred to the IEPF by the Company. Unclaimed dividend, if any, shall be transferred to IEPF as and when they become due.

*The outsourcing arrangement for imaging services from the subsidiary was discontinued w.e.f. 1 January 2017, the revenue from imaging services for the previous year therefore represents revenue of nine months of the previous financial year with no revenue recognised for the current financial year after discontinuance of the arrangement.

3 ASSETS AND LIABILITIES RELATING TO EMPLOYEE BENEFITS

A. Defined contribution plans

The Company makes Provident Fund, ESIC and Maharashtra Labour Welfare Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.17.96 million (31 March 2017 : Rs.14.56 million) for Provident Fund contributions, Rs.6.41 million (31 March 2017 : 3.65 million) for ESIC contributions and Rs.0.07 million for Maharashtra Labour Welfare Fund (31 March 2017 : Rs.0.07 million) in the Statement of Profit and Loss during the year (See note 28). The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The Company does not expect any further liability other than the specified contributions.

B. Defined benefit plans

The Company offers the following employee benefit schemes to its employees :

- Gratuity

The following table sets out the funded status of the defined benefit schemes and the amount recognised in the financial statements:

The sensitivity analysis have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same method as applied in calculating the projected benefit obligation as recognised in the balance sheet.

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

4 SHARE-BASED PAYMENTS

A. Description of share-based payment arrangements

During the year, the Company has offered stock options to the eligible employees under “THYROCARE EMPLOYEES STOCK OPTION SCHEME 2017” (ESOS2017) vide authorisation of shareholders in the annual general meeting held on 12 August 2017. The options may be exercised either fully or partially in four equal instalments. The employees were identified as those who had completed two years of service as on 31 March 2017, subject to their continuous service till the vesting period.

During the earlier years, the Company had offered stock options to the eligible employees under “THYROCARE EMPLOYEES STOCK OPTION SCHEME 2016” (ESOS2016), “THYROCARE EMPLOYEES STOCK OPTION SCHEME 2015” (ESOS2015) and “THYROCARE EMPLOYEES STOCK OPTION SCHEME 2014” (ESOS2014) vide authorisation of shareholders in their meetings held on 12 September 2016, 26 September 2015 and 20 September 2014 respectively. Under the respective scheme, the options may be exercised either fully or partially in four equal instalments. The employees were identified as those who had completed certain years of service subject to their continuous service till the vesting period.

Additionally, in respect of ESOS2014, the Company formed a trust, ‘Thyrocare Employee Stock Option Trust’ wherein the shares to be issued under these options were allotted to the Trust. The Trust holds these shares for the benefit of the employees and issues them to the eligible employees as per the recommendation of the compensation committee. The identified employees are also entitled to purchase additional shares proportionately from the shares of employees who are not desirous to purchase the equity shares or who have left the organisation.

B. Measurement of fair values

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

The following methods and assumptions were used to estimate the fair value

a) The fair value of the quoted investments/units of mutual fund scheme are based on market price/net asset value at the reporting date.

b) The fair value of the remaining financial instrument is determined using discounted cash flow method. The discount rates used is based on management estimates.

c. Financial risk management

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

- credit risk (see (C) (ii));

- liquidity risk (see (C) (iii))

- market risk (see (C) (iv)).

i. Risk management framework

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

The Company’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The Company’s audit committee oversees how management monitors compliance with the Company’s risk management policies and procedures, and reviews the adequacy of the risk management framework in relation the risks faced by the Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes both regular and adhoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

ii. credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Company’s receivables from customers and loans.

The Company has no significant concentration of credit risk with any counterparty.

Trade receivables and loans

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate.

The risk management committee has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment delivery terms and conditions are offered. Sale limits are established for each customer and reviewed periodically. Any sales exceeding those limits require approval from the management.

The Company limits its exposure to credit risk from trade receivables by establishing a credit limit that is linked to either category of the customer or the security deposits paid by the customer to avail the services. In monitoring customer credit risk, customers are compared according to their credit characteristics, including whether

they are individuals or legal entities, whether they are a wholesale, retails or end-user customers, their geographic locations, industry, trading history with the Company and existence of previous financial difficulties.

The Company is monitoring the credit limits and is taking actions to limit its exposure to customers including reduction in certain customer credit limits.

The Company’s exposure to credit risk for trade receivables by type of counter party was as follows -

Expected credit loss (ECL) assessment for individual customers as at 1 April 2016, 31 March 2017 and 31 March 2018

As per simplified approach the Company makes provision of expected credit losses on trade receivable using a provision matrix to mitigate the risk of default payment and make appropriate provision at each reporting date wherever. At March 31, 2018, the ageing of trade receivables that were not impaired was as follows.

Management believes that the unimpaired amounts that are past due by more than 180 days are still collectible in full, based on historical payment behaviour and extensive analysis of customer credit risk, including underlying customers’ credit ratings if they are available.

The Company has an exposure of INR 245 million as 31 March 2018 (31 March 2017 : INR Nil; 1 April 2016 : INR Nil) for loans given to subsidiaries. Such loans are classified as financial asset measured at amortised cost. The Company did not have any amounts that were past due but not impaired at 31 March 2018 or 31 March 2017. The Company has no collateral in respect of these loans.

Credit risk on cash and cash equivalents, deposits with banks is generally low as the said deposits have been made with the banks who have been assigned high credit rating by international and domestic credit rating agencies. Investments of surplus funds are made only with approved financial institutions. Investments primarily include investments in subsidiaries, mutual funds and preference shares. These mutual funds, preference shares and counterparties have low credit risk.

Movement in the allowance for impairment in respect of trade receivables and loans

iii. Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial assets. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company uses product cost techniques to cost its products and services, which assists it in monitoring cash flow requirements and optimizing its cash return on investments.

The Company aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflow on financial liabilities over the next twelve months. The ratio of cash and cash equivalents to outflows is 11 at 31 March 2018 (31 March 2017 : 10; 1 April 2016 : 11). The Company also monitors the level of expected cash inflows on trade receivables and loans together with expected cash outflows on trade payables and other financial liabilities. At 31 March 2018, the expected cash outflows on trade payables and loans maturing within six months are INR 16.03 millions (31 March 2017 : INR 13.20 million; 1 April 2016 : INR 21.49 million). This excludes the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disaster.

Exposure to liquidity risk

The following are remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.

iv. Market risk

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

currency risk

The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales and purchases are denominated and the functional currency of Company. The functional currency for large number of transactions of the Company is INR and majority of the customers the Company dealt with operate from India only. The Company receives more than 98% of its revenue from the domestic operations only.”

In respect of other monetary assets and liabilities denominated in foreign currencies, the Company’s policy is to ensure that its net exposure is kept to an acceptable level by buying or selling foreign currencies at spot rates when necessary to address short-term imbalances or enter into long term arrangement with the regular vendors to mitigate the currency rate fluctuations.

Exposure to currency risk

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

Sensitivity analysis

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

5 OPERATING LEASES

See accounting policies in Note 3(l)

A. Leases as lessee

The Company has taken a number of offices and premises under operating leases. The leases typically run for a period of three to nine years, with an option to renew the lease after that period. Lease payments are renegotiated every three years to reflect market rentals. Some leases provide for additional rent payments that are based on changes in specified local price indices. The lease for the land at central processing laboratory premises was transferred in the name of the Company about 9-10 years ago. The lease premium paid to the landlord on transfer of lease rights in favour of the Company, is capitalised in the books and amortised over the period of the lease. Further, part of the property on the said leased land, since no longer required for use by the Company has been sublet to it’s subsidiary, after approval from the regulator. During the year, the Company has recovered sublease payments of INR 6.95 million (31 March 2017 : INR 6.43 million) in respect of this lease. The portion of the property thus sub-leased was recognised as investment property (see Note 3(f) and note to Note 4).

i. Future minimum lease payments

At 31 March, the future minimum lease payments to be made under non-cancellable operating leases are as follows :

B. Equipment placement arrangements

The Company uses testing equipment (analysers) under a number of reagent rental arrangements. Some of these arrangements provide the Company with option to purchase the equipment at the end of lease term at mutually negotiated price. These arrangements are not in the legal form of lease, but is accounted for as such based on its terms and conditions. The Company has recognised part of the consideration paid/ agreed to be paid to these vendors for reagents as operating lease consideration for use of equipment. The Company has recognised INR 89.76 million (31 March 2017 : INR 86.20 million) as lease rental towards use of equipment and balance towards cost of reagents.

Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above as it is determinable only on receipt of judgments/ decisions pending with various forums/ authorities.

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

Notes :

i. Navi Mumbai Municipal Corporation (NMMC) raised a claim on the original owner of the corporate office premises at D/37 -3 located at Turbhe on account of arrears arising from retrospective amendment in the property tax rates. The Company has not received any reply to the letters filed from time to time with NMMC for the said matter. A writ petition has been filed before the H’ble High Court at Mumbai seeking intervention against the arbitrary assessment of the property tax with retrospective effect for the stated premises. The H’ble High Court vide an order directed NMMC to decide the representation as early as possible and positively within four months after granting an opportunity of hearing to the Company. However, the Company till date has not received any representation / proposal from NMMC to resolve the grievance as regards to the illegal tax demand. The total amount of dues payable to NMMC is INR 121.54 million (31 March 2017: INR 93.24 million; 1 April 2016 : INR 71.04 million). Of the total amount of dues payable, the Company has provided for property tax dues of INR 13.79 million (31 March 2017: INR 10.34 million;

1 April 2016 : INR 3.45 million) for the said premises on the basis of the constructed area and the rates charged for the adjacent plot towards property tax. The balance outstanding amount of INR 101.48 million (31 March 2017: INR 82.90 million; 1 April 2016 : INR 67.59 million) as per NMMC for the corporate office premises has not been acknowledged as debts in the books of the Company.

ii. The Company had received income tax demand of INR 368.52 million (31 March 2017 : INR 368.52 million; 1 April 2016 : INR 368.52 million) on account of TDS survey proceedings initiated by the Income tax department for the FY 2008-09 to 2011-12. The Company has filed an appeal before the H’ble High Court at Mumbai and the H’ble High Court, Mumbai vide their order dated 11 September 2017, set aside the income tax demands. The H’ble High Court, Mumbai further directed the Income Tax Tribunal to hear the Appeals afresh on merits and in accordance with law after giving complete opportunity to both sides to place their versions and arguments. The Company till date however has not received any intimation from Income Tax Tribunal for the date of hearing to decide on the stated tax demands. On the basis of the order of the H’ble High Court, in view of the management no provision is considered necessary as at 31 March 2018.

iii. The CIT (Appeals) vide its order dated 22 March 2017 dismissed an appeal filed by the Company for the Assessment year 201213 challenging the Income Tax demand of INR 3.48 million (included under contingent liability as at 1 April 2016). The Company has not preferred further appeal against the stated order and accordingly, the Company has allowed the department to adjust the unpaid demand for the said appeal against the refund due to the Company for AY 2014-15.

iv The Company received an order for Provident Fund demand of Rs.5.23 million (31 March 2017: INR 5.23 million; 1 April 2016 : INR 5.23 million) on account of an inquiry u/s 7A of the Employees Provident Fund and Miscellaneous Provisions Act, 1952. The Company has already filed an appeal before the Tribunal and requested for condonation of delay and stay of the demand raised by the Regional Provident Fund Commissioner. The tribunal has passed an order dismissing the appeal in default to which the Company has filed an application for restoring the appeal. The appeal is restored back and is currently pending for hearing. As per the direction of the Provident Fund Appellate Tribunal, the Company has paid 40% of disputed amount aggregating Rs.2.09 million (31 March 2017: Rs.2.09 million; 1 April 2016 : INR 2.09 million) to the Provident Fund organisation. Meanwhile, the Regional Provident Fund Commissioner has proceeded to recover the balance amount in dispute. The Company has filed an application before the Tribunal for refunding the recovery amount, inspite of the stay granted by the Tribunal. The matter is pending for hearing and in view of the management no provision is considered necessary as at 31 March 2018.

i. The Company has entered into Reagent Rental Arrangements for periods ranging from 2 years to 6 years with some of its major reagent supplieINR As per the terms of the agreement, these reagent suppliers have placed the analysers / diagnostic equipments at no cost in the processing laboratory. The analysers / diagnostic equipments are programmed by the manufacturers to be used only against the reagent supplier’s brand of reagent kits. The commitments as per these arrangements are either purchase commitments or rate commitments based on the workloads. The value of purchase commitments for the remaining number of years are INR 3,648.77 million (31 March 2017: INR 2,631.38 million) of which annual commitment for next year is INR 856.68 million (31 March 2017 : INR 593.26 million) as per the terms of these arrangements.

Notes :

i. The key management personnel, or their related parties, hold position in other entities that result in them having control or significant influence over these entities. These entities transacted with the Company during the reporting period. The terms and conditions of the transactions with key management personnel and their related parties were no more favourable than those available, or those which might reasonably be expected to be available, in respect of similar transactions with non-key management personnel entities on an arm’s length basis.

ii. The Company was providing for royalty based on the terms of the agreement for using the trademark. During the previous year, as Dr. A. Velumani has decided to transfer the assigned trademark to the Company, he has decided to waive the royalty payable to him for use of the trademark until the transfer takes effect.

Further during the current year, vide the terms of the trademark assignment agreement, Dr. A. Velumani has tranferred the rights in the trademark - ““Whaters”“ in favour of the company [subsequently disposed off with the water testing business], for a token money of INR 1. The fair value of the trademark on the date of assignment of the trademark in favour of the Company was capitalised by crediting the fair value to capital reserves as shareholder’s contribution.

6 ADDITIONAL INFORMATION TO THE FINANciAL STATEMENTS

a. Due to Micro and Small Enterprises

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

b. The Company completed Initial Public Offer through an offer for sale of 10,744,708 equity shares of Rs.10 each at a price of Rs.446 by the Selling shareholders. Accordingly, the Company has not raised money by way of initial public offer, and hence no funds received by the Company.

The equity shares of the Company got listed on NSE and BSE on 9 May 2016.

c. In accordance with Indian Accounting Standard 108 ‘Operating Segment’, segment information has been given in the consolidated financial statements of the Company.

d. The Company’s international transactions and domestic transactions with related parties are at arm’s length as per the independent accountants report for the year ended 31 March 2017. The Company will undertake a study for transactions upto 31 March 2018 and an independent opinion will be obtained for the same. Management believes that the Company’s international transactions and domestic transactions with related parties post 31 March 2017 continue to be at arm’s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.

e. The disclosure regarding details of specified bank notes held and transacted during 8 November 2016 to 30 December 2016 has not been made since the requirement does not pertain to financial year ended 31 March 2018. Corresponding amounts as appearing in the audited financial statements for the period ended 31 March 2017 has been disclosed.

Note:

1. The Company is into healthcare related services. The consideration towards diagnostic services and imaging services was received in SBN. The Company has deposited the same, without incurring any expenditure out of these received SBN into KYC complied current bank account of the group. The company has collected appropriate details including PAN etc of the patients.

2. The receipts from authorised service providers towards diagnostic services availed and as deposited directly by the service providers in the Company’s current banking account is disclosed/prepared to the extent of information available and details as provided by the bank.

3. The Company has not made any direct payment, out of the SBN received, towards either permitted/non-permitted transactions. The payment towards permitted transactions have been incurred outof withdrawal of non SBN currency.

f. Pursuant to the IPO, in the previous year, Agalia Private Limited (‘APL’ or the selling shareholder) divested part of its share-holding in the Company. At the instance of APL, the Company entered into contracts for advertisements in various media with the intention to promote the ‘Thyrocare’ brand. Since these contracts aggregating Rs.304.85 million were entered into at the specific instance of APL, APL has fully reimbursed the Company in respect of the payments made towards these contracts. During year ended 31 March 2018, the Company has incurred advertising costs aggregating to Rs.21.93 million (31 March 2017 : Rs.274.33 million) in this respect. Under Ind AS, considering the nature and size of the transactions, the expenses incurred are continued to be shown as an exceptional item, however the reimbursement received from APL has been considered as capital contribution and added to Capital Reserves to the extent of reimbursement received from APL post IPO.

g. On 28 April 2018, the Board of directors has recommended a final dividend of Rs.5 per equity share for the financial year ended 31 March 2018. As per the provisions of Companies (Accounting Standards) Amendment Rules, 2016 proposed dividend is not recognised as a liability as at 31 March 2018. Post approval of proposed dividend by shareholders in the ensuing Annual General Meeting, there will be cash outflow of Rs.323.83 million including dividend distribution tax.

h. During the current year, vide the terms of the trademark assignment agreement, Dr. A. Velumani has transferred the rights in the trademark - “Whaters” in favour of the Company [subsequently disposed off with the water testing business], for no consideration. The fair value of the trademark on the date of assignment of the trademark in favour of the Company was capitalised by crediting the fair value to Capital Reserves as shareholder’s contribution.

i. Disclosure as per Regulation 53(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations

Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of the Company by such parties :

The above loan was given to the subsidiary for its business activities (refer note 37).

Disclosure as per Section 186 of the companies Act, 2013

The details of loans, guarantees and investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as follows :

(i) Details of investments made are given in Note 6 and Note 7.

(ii) Details of the loans given by the Company is given in Note 8A.

(iii) There are no guarantees issued by the Company in accordance with section 186 of the Companies Act, 2013 read with rules issued thereunder.

7 EXPLANATION OF TRANSITION TO IND AS

As stated in Note 2, these are the Company’s first standalone financial statements prepared in accordance with Ind AS. For the year ended 31 March 2017, the Company had prepared its standalone financial statements in accordance with Companies (Accounting Standards) Rules, 2006, notified under Section 133 of the Act and other relevant provisions of the Act (‘previous GAAP’).

The accounting policies set out in Note 3 have been applied in preparing these standalone financial statements for the year ended 31 March 2018 including the comparative information for the year ended 31 March 2017 and the opening standalone Ind AS balance sheet on the date of transition i.e. 1 April 2016.

In preparing its standalone Ind AS balance sheet as at 1 April 2016 and in presenting the comparative information for the year ended 31 March 2017, the Company has adjusted amounts reported previously in standalone financial statements prepared in accordance with previous GAAP. This note explains the principal adjustment made by the Company in restating its standalone financial statements prepared in accordance with previous GAAP, and how the transition from previous GAAP to Ind AS has affected the Company’s financial position, financial performance and cash flows.

A. Optional exemptions availed and mandatory exceptions

In preparing these consolidated financial statements, the Company has applied the below mentioned optional exemptions and mandatory exceptions.

1 Business combinations

As per Ind AS 101, at the date of transition, an entity may elect not to restate business combinations that occurred before the date of transition, If the entity restates any business combinations that occurred before the date of transition, then it restates all later business combinations.

The Company has opted to restate business combinations on or after 1 April 2016.

2 Property plant and equipment, intangible assets and investment properties

As per Ind AS 101 an entity may elect to:

i) measure an item of property, plant and equipment at the date of transition at its fair value and use that fair value as its deemed cost at that date

ii) use a previous GAAP revaluation of an item of property, plant and equipment at or before the date of transition as deemed cost at the date of the revaluation, provided the revaluation was at the date of the revaluation, broadly comparable to:

- fair value;

- or cost or depreciated cost under Ind AS adjusted to reflect, for example, changes in a general or specific price index.

The elections under (i) and (ii) above are also available for intangible assets that meets the recognition criteria in Ind AS 38, Intangible Assets, (including reliable measurement of original cost); and criteria in Ind AS 38 for revaluation (including the existence of an active market).

(iii) use carrying values of property, plant and equipment, intangible assets and investment properties as on the date of transition to Ind AS (which are measured in accordance with previous GAAP and after making adjustments relating to decommissioning liabilities prescribed under Ind AS 101) if there has been no change in its functional currency on the date of transition.

As permitted by Ind AS 101, the Company has elected to continue with the carrying values under previous GAAP for all the items of property, plant and equipment. The same election has been made in respect of intangible assets and investment property also.

3 Determining whether an arrangement contains a lease

Ind AS 101 includes an optional exemption that permits an entity to apply the relevant requirements in Appendix C of Ind AS 17 for determining whether an arrangement existing at the date of transition contains a lease by considering the facts and circumstances existing at the date of transition (rather than at the inception of the arrangement). The Company has elected to avail of the above exemption.

4 Designation of previously recognised financial instruments

Ind AS 101 permits an entity to designate particular equity investments (other than equity investments in subsidiaries, associates and joint arrangements) as at fair value through other comprehensive income (FVOCI) based on facts and circumstances at the date of transition to Ind AS (rather than at initial recognition). Other investments are classified at fair value through profit or loss (FVTPL).

B. Mandatory exceptions Ind AS

1 Estimates

As per Ind AS 101, an entity’s estimates in accordance with Ind AS at the date of transition to Ind AS at the end of the comparative period presented in the entity’s first Ind AS financial statements, as the case may be, should be consistent with estimates made for the same date in accordance with the previous GAAP unless there is objective evidence that those estimates were in error. However, the estimates should be adjusted to reflect any differences in accounting policies.

As per Ind AS 101, where application of Ind AS requires an entity to make certain estimates that were not required under previous GAAP, those estimates should be made to reflect conditions that existed at the date of transition (for preparing opening Ind AS balance sheet) or at the end of the comparative period (for presenting comparative information as per Ind AS).

The Company’s estimates under Ind AS are consistent with the above requirement; Key estimates considered in preparation of the standalone financial statements that were not required under the previous GAAP are listed below:

- Fair valuation of financial instruments carried at FVTPL.

- Impairment of financial assets based on the expected credit loss model.

- Determination of the discounted value for financial instruments carried at amortised cost.

2 Classification and measurement of financial assets

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortised cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortised cost has been done retrospectively except where the same is impracticable.

Notes to reconciliation of equity as at 31 march 2017 and as at 1 April 2016 between previous GAAp to Ind AS: a classification of investment property

The Company has reclassified portion of the leasehold land and building with undetermined future use to investment property. This has resulted in decrease in the carrying value of leasehold land by INR 3.83 million (1 April 2016 : INR 3.89 million) and carrying value of buildings/ premises by INR 9.44 million (1April 2016 : INR 9.97 million). The reclassified portion of the leasehold land and building was disclosed under investment property alongwith the accumulated depreciation on the portion of the leasehold land and building on the date of transition.

b classification of equity accounted investees

The Company has reclassified the investment held in associate company Thyrocare International Holding Company (TIHC), using equity method. This has resulted in decrease in the carrying value of non-current investment by INR 16.15 million on the date of transition.

c Fair valuation of security deposits for rented premises and deferred rent

The Company has given interest free security deposits for rented premises. The interest free security deposits have been fair valued on the date of transition and the difference between the transaction amount and the fair value has been recognised as prepaid rent. The security deposits have been subsequently amortised under effective interest rate method and the prepaid rent on a straight line basis over the term of the lease. This has resulted in recognising prepaid rent of INR 1.72 million (1 April 2016 : INR 1.57 million) in other non-current assets and INR 0.61 million (1 April 2016 : INR 0.53 million) in other current assets. The security deposits have been reduced by INR 2.21 million (1 April 2016 : INR 2.14 million) in non current asset and reduction by INR 0.10 million (1 April 2016 : INR Nil). The lease payments to the lessors structured to increase in line with expected general inflation to compensate for lessor’s expected inflationary cost increases are charged to profit and loss account in respective accounting period. This has resulted in reduction in deferred rent of INR 1.67 million (1 April 2016 : INR 0.52 million) in non-current loans and INR 0.03 million (1 April 2016 : INR Nil) in other current liabilities.

d fair valuation of investment in mutual funds

The Company has invested INR 1014.83 million (1 April 2016 : INR 687.92 million) in debt oriented mutual funds. The fair value of the investment was INR 1041.59 million (1 April 2016 : INR 703.82 million) on that date The amount of investment has increased by INR 26.76 million (1 April 2016 : INR 15.90 million) under Ind AS from that under previous GAAP.

e contribution from shareholder for reimbursement of expenses

The Company has received reimbursement of advertisement expenditure of INR 274.33 million during the previous financial year, incurred at the instance, from one a shareholder. Under Ind AS, considering the nature and size of the transactions, the expenses incurred are continued to be shown as an exceptional item, however the reimbursement received from APL has been considered as capital contribution and added to the capital reserves.

f fair valuation of share-based payments

The Company granted stock options to certain employees. Under Ind AS, the related liability has been adjusted to reflect the fair value of the outstanding share-based payments. This has resulted in decrease in the carrying value of share options outstanding by INR 0.17 million (1 April 2016 : increase of INR 0.03 million).

g deferral of income related to registration fees

An amount of INR 6.57 million (1 April 2016 : INR 6.05 million) has been deferred, in respect of consideration received for one time registration fees from service providers as the same is not considered as a separate obligation and shall be recognised over the period of association of the service providers.

h Recognition of proposed dividend

The proposed final dividend at the reporting date, unless approved by the shareholders are considered to be non-adjusting event. Accordingly, provision for proposed dividend and dividend distribution tax recognised under previous GAAP has been reversed, under IndAS.

i Rectification of prior period adjustments

On transition to IndAS and preparation of comparative standalone financial statements, the Company has identified certain errors in classification, that are not material and does not have material impact on reported standalone profit under the previous GAAP. The same are adjusted while preparing financial statements in accordance with Ind AS.

j Deferred tax

The Company has recognised a deferred tax liability of INR 43.87 million (1 April 2016 : INR 27.47 million) on the temporary differences arising on account of the above Ind AS adjustments.

Notes to reconciliation of statement of profit and loss for the year ended 31 March 2017 between previous GAAP to IndAS

a Reclassification of sales incentives and receipts of non-operating nature

Sales incentives directly attributable to sales of INR 8.02 million have been reclassified from other expenses to revenue. This has resulted in decrease of revenue and other expenses by INR 8.02 million. Receipts from service providers not directly attributable to sales of INR 14.44 million have been reclassified from revenue to other income. This has resulted in decrease of revenue and increase in other income by INR 14.44 million.

b Recognition of deemed income on interest free security deposits from service providers

An amount of INR 3.41 million has been recognised as deemed income on unwinding of interest free security deposits from service providers at fair value on initial recognition. This has resulted in increase of revenue INR 3.41 million, recognition of finance cost of INR 2.56 million and increase in other expenses of INR 0.85 million.

c Gain on change in fair value of investment in mutual funds

An amount of INR 1.69 million has been recognised as net loss on change in fair value of investment in investment in mutual funds during the financial year ended 31 March 2017. This further has resulted in decrease in other expenses by INR 12.77 million on account of reversal of provision for diminution in value of the investments due to recognition of these investments at fair value.

d Unwinding of interest income on interest free security deposits for rented premises

The Company has provided an interest free security deposits for rented premises. It has fair valued these security deposits on initial recognition and amortised the same under effective interest rate method. The Company has recognised an interest income INR 0.55 million on unwinding of such security deposits which was recognised at fair value on initial recognition.

e Reclassification of cost of consumables used for providing diagnostic services

Cost of consumables used for providing diagnostic services directly attributable to providing diagnostic services of INR 55.74 million have been reclassified from cost of traded material to cost of material consumed. This has resulted in decrease of purchase of stock-in-trade and changes in inventories of stock-in-trade by INR 55.74 million and increase in cost of material consumed by INR 55.74 million.

f Reclassification of deemed rental charges on plant and equipment held under reagent rental arrangements

The company has acquired testing equipment (analysers), under a number of reagent rental arrangements. Under Ind AS, the company has recognised part of the cost of material consumed on plant and equipment held under reagent rental agreements, on the basis of economic useful life of these equipments, apportioned on straight line basis over the period of useful life as rent. This has resulted in increase of other expenses and decrease of cost of material consumed by INR 85.40 million.

g Fair valuation of share-based payments

The Company granted stock options to certain employees. Under Ind AS, the related liability has been adjusted to reflect the fair value of the outstanding share-based payments. This has resulted in decrease in the carrying value of share options outstanding and resulted in decrease in employee benefits expense by INR 0.20 million.

i Actuarial gain and loss

Under Ind AS, all actuarial gains and losses are recognised in other comprehensive income. Under previous GAAP the Company recognised actuarial gains and losses in profit or loss amounting to INR 0.50 million.

j Amortisation of prepaid rent arising on fair valuation of security deposits on initial recognition

An amount of INR 0.81 million has been adjusted against rent expenses on account of amortisation of prepaid rent arising on fair valuation of security deposit on initial recognition.

k contribution from shareholder for reimbursement of expenses

The Company has received reimbursement of advertisement expenditure of INR 274.33 million during the previous financial year, incurred at the instance, from one a shareholder. Under Ind AS, considering the nature and size of the transactions, the expenses incurred are continued to be shown as an exceptional item, however the reimbursement received from APL has been considered as capital contribution and added to the capital reserves.

l Rectification of prior period adjustments

On transition to IndAS and preparation of comparative standalone financial statements, the Company has identified certain errors in classification, that are not material and does not have material impact on reported standalone profit under the previous GAAP. The same are adjusted while preparing financial statements in accordance with Ind AS.

m Deferred tax

The Company has recognised a deferred tax expense of INR 16.23 million on the temporary differences arising on account of the above Ind AS adjustments.

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Mar 31, 2017

Note:

The 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.

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors and the rate of attrition is assumed on the basis of the nature of business carried out and the retention policy of the Company.

The mortality rates as given under Indian Assured Lives Mortality (2006-2008) Ultimate have been used to provide for liability on account of death while in service and the retirement age has been considered as 58 years, except in case of directors in whose case it is 70 years.

The defined benefit obligations are unfounded.

1.c Employees share based payments

Description of share-based payments arrangements

During the year, the Company has offered stock options to the eligible employees under “THYROCARE EMPLOYEES STOCK OPTION SCHEME 2016” (ESOS2016) vide authorization of shareholders in the annual general meeting held on 12 September 2016. The options may be exercised either fully or partially in four equal installments.

The employees were identified as those who had completed two years of service as on 31 March 2016, subject to their continuous service till the vesting period.

During the previous year, the Company had offered stock options to the eligible employees under “THYROCARE EMPLOYEES STOCK OPTION SCHEME 2015” (ESOS2015) vide authorization of shareholders in the annual general meeting held on 26 September 2015. The options may be exercised either fully or partially in four equal installments.

The employees were identified as those who had completed two years of service as on 31 March 2015, subject to their continuous service till the vesting period.

The Company had offered stock options to the eligible employees under “THYROCARE EMPLOYEES STOCK OPTION SCHEME 2014 (ESOS2014) vide authorization of shareholders in their extra ordinary general meeting held on 20 September 2014. The Company has formed the trust under the name of ‘Thyrocare Employee Stock Option Trust’. The shares to be issued under these options to the employees are allotted to the trust. The trust hold these shares for the benefit of the employees and issues them to the eligible employees as per the recommendation of the compensation committee. The options may be exercised either fully or partially in four equal installments. The employees were identified on the basis of the length of service, nature of their work, remuneration earned, etc.and are entitled to ESOS, subject to their continuous service till the vesting period. The identified employees are also entitled to purchase additional shares proportionately from the shares of employees who are not desirous to purchase the equity shares or who have left the organization during this year.

e Company has adopted the intrinsic value method as permitted by the SEBI Guidelines and the Guidance Note on Accounting Employee Share Based Payment issued by the Institute of Chartered Accountants of India in respect of stock options granted. e Company''s profit for the year and earnings per share would have been as under, had the compensation cost for employees'' stock tions been recognized based on the fair value at the date of grant in accordance with Black and Scholes model.

For purpose of the above proforma disclosures, the estimated grant date fair value of stock options granted under the ESOS 2014 is '' 278.63, under the ESOS 2015 is '' 274.63 and under the ESOS 2016 is '' 584.48. The fair values are measured based on the Black-Scholes- Merton formula. Expected volatility, an input in this formula, is estimated by considering historic average share price volatility The inputs used in the measurement of grant date fair values are as follows :

2. Related party transactions

3.a Details of related parties:

Description of relationship Names of related parties

Subsidiary Nueclear Healthcare Limited

Enterprise over which directors and their relatives Thyrocare International Holding Company Limited, Mauritius

exercise control or influence, where transactions Thyrocare Gulf Laboratories WLL

have taken place during the year Sumathi Infra Projects LLP (converted into LLP w.e.f 29 March 2016)

Sumathi Construction Private Limited

Mahima Advertising LLP (converted into LLP w.e.f 30 March 2016)

Thyrocare Properties & Infrastructure Private Limited

Thyrocare Publications LLP (converted into LLP w.e.f 30 March 2016)

Key Management Personnel (KMP) Dr A Velumani, Managing Director

A Sundararaju, Director

Sumathi Velumani, Director (deceased on 13 February 2016)

Amruta Velumani, Director (w.e.f. 22 February 2016)

Relatives of KMP Dr A Velumani HUF (HUF in which Dr A Velumani is Karta)

Amruta Velumani, daughter of Dr A Velumani (upto 21 February 2016)

Anand Velumani (son of Dr A Velumani)

A Sundararaju HUF (HUF in which A Sundararaju is Karta)

JKR Rajagopal (brother in-law of Dr A Velumani)

Bhamini S (wife of A Sundararaju)

S Susila (sister of Dr A Velumani)

A Rathinaswamy (brother of Dr A Velumani)

A Sayamal (mother of Dr A Velumani)

P Arokiaswamy (father of Dr A Velumani)

a) Navi Mumbai Municipal Corporation (NMMC) raised a claim on the original owner of the corporate office premises at D/37 -3 located at Turbhe on account of arrears arising from retrospective amendment in the property tax rates. The Company has not received any reply to the letters filed from time to time with NMMC for the said matter. A writ petition has been filed before the H’ble High Court seeking intervention against the arbitrary assessment of the property tax with retrospective effect for the stated premises. The total amount of dues payable to NMMC is Rs, 93.24 million (31 March 2016: Rs, 71.04 million). Of the total amount of dues payable, the Company has provided for property tax dues of Rs, 10.34 million (31 March 2016: Rs, 3.45 million) for the said premises on the basis of the constructed area and the rates charged for the adjacent plot towards property tax. The balance outstanding amount of Rs, 82.90 million (31 March 2016: Rs, 67.59 million) as per NMMC for the corporate office premises has not been acknowledged as debts in the books of the Company.

b) The Company had received income tax demand of Rs, 368.52 million (31 March 2016 : Rs, 368.52 million) on account of TDS survey proceedings initiated by the Income tax department for the FY 2008-09 to 2011-12. The Company has already filed an appeal before the H’ble High Court and the same is pending for hearing. In view of the management no provision is considered necessary as at 31 March 2017.

c) The CIT (Appeals) vide its order dated 22 March 2017 dismissed an appeal filed by the Company for the Assessment year 2012-13 challenging the Income Tax demand of Rs, 0.39 million (included under contingent liability for the year ended 31 March 2016). The Company has not preferred further appeal against the stated order and accordingly, the Company has allowed the department to adjust the unpaid demand for the said appeal against the refund due to the Company for AY 2014-15.

d) The Company received an order for Provident Fund demand of Rs, 5.23 million (31 March 2016: Rs, 5.23 million) on account of an inquiry u/s 7A of the Employees Provident Fund and Miscellaneous Provisions Act, 1952, the Company has already filed an appeal before the Tribunal and requested for condo nation of delay and stay of the demand raised by the Regional Provident Fund Commissioner. The tribunal has passed an order dismissing the appeal in default to which the Company has filed an application for restoring the appeal. The appeal is restored back and is currently pending for hearing. As per the direction of the Provident Fund Appellate Tribunal, the Company has paid 40% of disputed amount aggregating Rs, 2.09 million (31 March 2016: Rs, 2.09 million) to the Provident Fund organization. Meanwhile, the Regional Provident Fund Commissioner has proceeded to recover the balance amount in dispute. The Company has filed an application before the Tribunal for refunding the recovery amount, inspite of the stay granted by the Tribunal. The matter is pending for hearing and in view of the management no provision is considered necessary as at 31 March 2017.

B) Commitments

(i) The Company has entered into Reagent Rental Arrangements for a period ranging from 2 years to 6 years with some of its major reagent suppliers. As per the terms of the agreement, these reagent suppliers have placed the analysers / diagnostic equipments at no cost in the processing laboratory of the Company. The analysers / diagnostic equipments are programmed by the manufacturers to be used only against the reagent supplier’s brand of reagent kits. The commitments as per these arrangements are either purchase commitments or rate commitments based on the workloads.

The value of purchase commitments for the remaining number of years are Rs, 2,631.38 million (31 March 2016: Rs, 3,117.77 million) of which annual commitment for next year is Rs, 593.26 million (31 March 2016 : Rs, 467.09 million) as per the terms of these arrangements.

The estimated amount of contracts remaining to be executed on capital account and not provided for towards tangible assets aggregates to Rs, Nil million (March 2016 : Rs, 10.38 million).”

4. Due to Micro and Small Enterprises

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

5. During the financial year 2014-15, pursuant to the Slump Sale Agreement dated 26 March 2015 and approval of shareholders in their meeting held on 14 March 2015, the transfer and sale of Cyclotron Division engaged in the business of manufacturing of radiopharmaceuticals located at Ground Floor, D/37-1, TTC MIDC, Turbhe, Navi Mumbai - 400703, as a going concern on a slump sale basis for a lumpsum consideration of Rs, 125 million to Nueclear Healthcare Limited (NHL) was concluded at close of business hours on 31 March 2015. The book value of the said undertaking as on the date of transfer was Rs, 107.21 million. The profit on sale of division was Rs, 17.79 million.

The slump sale agreement dated 26 March 2015 has been modified in the financial year 2015-16 with reference to the transfer of lease hold land and building appurtenant thereto in view of restriction imposed by Maharashtra Industrial Development Corporation (the “MIDC”) for transfer of a portion of the plot of land and building thereon. Accordingly, the book value of the land and building and accumulated depreciation thereof effective 31 March 2015 as provided in the original agreement and given effect to in the financial statements of financial year ended 31 March 2015 has been reversed. Consequently the slump sale consideration has been reduced by Rs, 11.50 million as a result of which the Company has recognized additional profit of Rs, 2.98 million in the year ended 31 March 2016

The Company is currently in the process of obtaining regulatory approval from MIDC for sub-leasing of land and building to NHL where the Cyclotron unit is situated and also for the approvals and licenses required for production and handling of radiopharmaceuticals used for testing in Pet-CT scan that was issued to Company by Atomic Energy Regulatory Board (‘AERB’) to be transferred in the name of NHL.

The Company has made an application to MIDC vide letter dated 16 December 2015 and further replied to the letter dated 15 January 2016 from MIDC providing additional information as required.

The Company has also filed an application with AERB vide letter dated 22 December 2015 for obtaining the requisite approval. AERB responded with a request for certain additional documents vide their letter dated 15 February 2016.

Company’s management is of the view that these approvals are procedural in nature and is expecting these approvals in due course. In the unlikely event of these regulatory authorities denying said approvals, management does not expect any material impact on the financial statements.

6. “During the year ended 31 March, 2016, as approved in the meeting of Audit Committee and Board of Directors dated 16 September 2014, the Company had issued 3,187,562 shares of the Company as fully paid equity shares at a premium of '' 295.95 per share for 4,611,000 shares of Nueclear Healthcare Limited (in the ratio of 1 : 1.44656) to the shareholders of Nueclear Healthcare Limited. Accordingly, Nueclear Healthcare Limited has become a wholly owned subsidiary on 16 December 2015. As on 31 March 2016 the Company holds all the equity shares of the subsidiary and is the only shareholder and member as per the

7. Corporate social responsibility expenses

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The funds were primarily allocated and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.

A. Gross amount required to be spent by the Company during the year Rs, 15.16 million (31 March 2016 : Rs, 14.45 million)

8. The Company completed Initial Public Offer through an offer for sale of 10,744,708 equity shares of Rs, 10/- each at a price of Rs, 446/- by the Selling shareholders. Accordingly, the Company has did not raised money by way of initial public offer, and hence no funds received by the Company.

The equity shares of the Company got listed on NSE and BSE on 9 May 2016.

9. In accordance with Accounting Standard 17 ‘Segment Reporting'', segment information has been given in the consolidated financial statements of the Company.

10. The Company’s international transactions and domestic transactions with related parties are at arm’s length as per the independent accountants report for the year ended 31 March 2016. The Company will undertake a study for transactions up to 31 March 2017 and an independent opinion will be obtained for the same. Management believes that the Company’s international transactions and domestic transactions with related parties post 31 March 2016 continue to be at arm’s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.

11. The Ministry of Corporate Affairs vide notification GSR 308(E) dated 30 March, 2017, directed to disclose the details of specified bank notes (SBN) held and transacted during the period from 8 November, 2016 to 30 December, 2016. Accordingly, the details, in prescribed format are mentioned herein below :

Note:

12. The Company renders diagnostic and healthcare related services. The consideration towards diagnostic services and cancer tests was received in SBN. The Company has deposited the same, without incurring any expenditure out of these received SBN into KYC complied current bank account of the Company. The Company has collected appropriate details including PAN no etc of the patients.

13. The receipts from authorized service providers towards diagnostic services availed from us and as deposited directly by the service providers in our KYC complied current banking account is disclosed/prepared to the extent of information is available and details as provided by the bank.

14. The Company has not made any direct payment, out of the SBN received, towards either permitted/non-permitted transactions. The payment towards permitted transactions have been incurred out of withdrawal of non SBN currency.

15.Pursuant to the IPO, Agalia Private Limited (‘APL’ or the selling shareholder) has divested part of its share-holding in the Company. At the instance of APL, the Company has entered into contracts for advertisements in various media with the intention to promote the ‘Thyrocare’ brand. Since these contracts aggregating Rs, 304.85 million were entered into at the specific instance of APL, APL has fully reimbursed the Company in respect of the payments made towards these contracts. During year ended 31 March 2017, the Company has incurred advertising costs aggregating toRs, 283.08 million in this respect. Considering the nature and size of the transactions, both the expenses incurred as well as the amount reimbursed by APL have been disclosed as an exceptional item with net impact of Rs, Nil.

16. On 9 May 2017, the Board of directors has recommended a final dividend of Rs, 5 per equity share for the financial year ended 31 March 2017. As per the provisions of Companies (Accounting Standards) Amendment Rules, 2016 proposed dividend is not recognized as a liability as at 31 March 2017. Post approval of proposed dividend by shareholders in Annual General Meeting, there will be cash outflow of Rs, 323.30 million including dividend distribution tax.

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Mar 31, 2016

1 Corporate information

Thyrocare Technologies Limited ("the Company") is fully automated diagnostic laboratory with a focus on providing quality diagnostic services at affordable costs to laboratories and hospitals in India and other countries. The Company operates through various Thyrocare Service Providers (TSPs), Thyrocare Aggregators (TAGs), through online portals and other online media for catering to various diagnostics requirements of their customers.

2 Employee benefit plans

2.a Defined contribution plans

The Company makes Provident Fund, ESIC and Maharashtra Labour Welfare fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The Company recognised Rs.11.64 million (31 March 2015:Rs. 7.57 million) for Provident Fund contributions, Rs. 2.15 million (31 March 2015:Rs. 1.91 million) for ESIC contributions and Rs.0.03 million (31 March 2015 : Rs. 0.03 million) for Maharashtra Labour Welfare fund contributions in the Statement of Profit and Loss during the period (Refer note 23). The contributions payable to these plans by the Company are at rates specified in the rules of the schemes. The company does not expect any further liability other than the specified contributions.

2.b Defined benefit plans

The Company offers the following employee benefit schemes to its employees:

i. Gratuity

The following table sets out the unfunded status of the defined benefit schemes and the amount recognised in the financial statements:

The estimates of future salary increases considered takes into account the inflation, seniority, promotion and other relevant factors and the rate of attrition is assumed on the basis of the nature of business carried out and the retention policy of the company.

The mortality rates as given under Indian Assured Lives Mortality (2006-2008) Ultimate have been used to provide for liability on account of death while in service and the retirement age has been considered as 58 years except in case of directors in whose case it is 70 years.

The defined benefit obligations are unfunded.

2.c Employees share based payments

Description of share-based payments arrangements

During the year the Company has offered stock options to the eligible employees under "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2015" (ESOS2015) vide authorisation of shareholders in the annual general meeting held on 26 September 2015. The options may be exercised either fully or partially in four equal installments.

The employees were identified as those who had completed two years of service as on 31 March 2015, subject to their continuous service till the vesting period.

During the previous year, the Company had offered stock options to the eligible employees under "THYROCARE EMPLOYEES STOCK OPTION SCHEME 2014" (ESOS2014) vide authorisation of shareholders in their extra ordinary general meeting held on September 20, 2014. The Company has formed the trust under the name of ''Thyrocare Employee Stock Option Trust''. The shares to be issued under these options to the employees are alloted to the trust. The trust hold these shares for the benefit of the employees and issues them to the eligible employees as per the recommendation of the compensation committee. The options may be exercised either fully or partially in four equal installments. The employees were identified on the basis of the length of service, nature of their work, remuneration earned, etc.and are entitled to ESOS, subject to their continous service till the vesting period. The identified employees are also entitled to purchase additional shares proporationately from the shares of employees who are not desirous to purchase the equity shares or who have left the organisation during this year.

For the above ESOS2015 and ESOS2014, the difference between the fair price of the shares underlying the options on the grant date and the exercise price of the option (being the intrinsic value of the option) representing Stock compensation expense is expensed over the vesting period.

3.1 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006

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

3.2 The Company has entered into operating leases for office and storage spaces. Total lease payments recognised in books is Rs.15.75 million (31 March 2015 : Rs.3.95 million).

3.3 During the previous year, pursuant to the Slump Sale Agreement dated 26 March 2015 and approval of shareholders in their meeting held on 14 March 2015, the transfer and sale of Cyclotron Division engaged in the business of manufacturing of radiopharmaceuticals located at Ground Floor, D/37-1, TTC MIDC, Turbhe, Navi Mumbai - 400703, as a going concern on a slump sale basis for a lumpsum consideration of Rs.125 million to Nueclear Healthcare Limited was concluded at close of business hours on 31 March 2015. The book value of the said undertaking as on the date of transfer was Rs. 107.21 million. The profit on sale of division was Rs. 17.79 million.

The slump sale agreement dated 26 March 2015 has been modified during the year with reference to the transfer of lease hold land and building appurtenent thereto in view of restriction imposed by Maharashtra Industrial Development Corporation (the "MIDC") for transfers of a portion of the plot of land and building thereon. Accordingly, the book value of the land and building and accumulated depreciation thereof effective 31 March 2015 as provided in the original agreement and given effect to in the previous year financial statements has been reversed. Consequently the slump sale consideration has been reduced by Rs.11.50 million as a result of which the company received additional profit of Rs.2.98 million.

The Company is currently in the process of obtaining regulatory approval from MIDC for sub-leasing of land and building to NHL where the Cyclotron unit is situated and also for the approvals and licenses required for production and handling of radiopharmaceuticals used for testing in Pet-CT scan that was issued to Company by Atomic Energy Regulatory Board (''AERB'') to be transferred in the name of NHL.

The Company has made an application to MIDC vide letter dated 16 December 2015 and further replied to the letter dated 15 January 2016 providing additional information as required.

The Company has also filed an application with AERB vide letter dated 22 December 2015 for obtaining the requisite approval. AERB responded with a request for certain additional documents vide their letter dated 15 February 2016. The company is in the process of submission of the same.

Pending approval from regulatory authorities, Company''s management is of the view that these approvals are procedural in nature and is expecting these approvals in due course. In the unlikely event of these regulatory authorities denying said approvals, management does not expect any material impact on the financial statements.

3.4 As approved in the meeting of Audit Committee and Board of Directors dated 16 September 2014, the Company has issued 3,187,562 (31 March 2015 : 691,295) shares of the Company as fully paid equity shares at a premium of Rs.295.95 per share for 4,611,000 (31 March 2015: 1,000,000) shares of Nueclear Healthcare Limited (in the ratio of 1 :1.44656) to the shareholders of Nueclear Healthcare Limited. Accordingly Nueclear Healthcare Limited has become a wholly owned subsidiary on 16 December 2015.

3.5 Discontinued Operations of Cydotron Divisions :

The company transferred and sold the Cyclotron division on a slump sale basis with effect from the close of business hours on 31 March, 2015 as mentioned in Note 28.4.

3.6 Corporate social responsibility expenses

As per Section 135 of the Companies Act, 2013, a CSR committee has been formed by the Company. The funds were primarily allocated and utilised through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.

A. Gross amount required to be spent by the Company during the year Rs. 14.45 million (31 March 2015 : Rs.13.26 million)

B. Amounts spent during the year on:

3.7 The Company completed Initial Public Offer through an offer for sale of 10,744,708 equity shares of Rs.10/- each at a price of Rs.446/- by the Selling shareholders. The equity shares of the Company got listed on NSE and BSE on 9 May 2016.

3.8 Other operating revenue for the year ended 31 March 2015 includesRs.7.29 million towards prior period income.

3.9 Thyrocare Technologies Limited (the ""Company"") as on March 31, 2016 holds 100 % Equity (58.50 % as on 31 March 2015) of Nueclear Healthcare Limited (the ""Subsidiary"")

The Company acquired the controlling stake in the Subsidiary effective 15 November 2014 and subsequently acquired the balance equity shares on 16 December 2015. Thus, as on March 31 2016 the Company holds all the equity shares of the subsidiary and is the only shareholder, member as per the Shareholder, Member register of the Subsidary.

The Company is in the process of regularising the requirement of minimum number of shareholders by nominating six shareholders for complying with the requirement of the Companies Act, 2013.

3.10 In accordance with Accounting Standard 17 ''Segment Reporting'', segment information has been given in the consolidated financial statements of the Company.

3:11 The Company''s international transactions and domestic transactions with related parties are at arm''s length as per the independent accountants report for the year ended 31 March 2015. The Company will undertake a study for trasanctions upto 31 March 2016 and an independent opinion will be obtained for the same. Management believes that the Company''s international transactions and domestic transactions with related parties post 31 March 2015 continue to be at arm''s length and that the transfer pricing legislation will not have any impact on these financial statements, particularly on amount of tax expense and that of provision for taxation.

3.12 Previous year''s financial statements were audited by afirm of Chartered Accountants other than BSR & Co. LLP.

3.13 The figures of the previous year have been regrouped / rearranged as follows :