Shalby Ltd. இன் கணக்கு குறிப்புகள்

Mar 31, 2025

4.7 Provisions, Contingent Liabilities and Contingent
Assets

Provisions are recognized if, as a result of a past event, the
Company has a present legal or constructive obligation
that can be estimated reliably, and it is probable that an
outflow of economic benefits will be required to settle
the obligation. If the effect of the time value of money is
material, provisions are discounted using a current pre tax
rates that reflects, where appropriate, the risks specific to
the liability. Where discounting is used, the increase in the
provision due to the passage of time is recognized as a
finance cost.

A provision for onerous contract is recognized when the
expected benefits to be derived by the Company from a
contract are lower than the unavoidable cost of meeting its
obligations under the contract. The provision is measured
at the present value of the lower of the expected cost
of terminating the contract and the expected net cost
of continuing with the contract. Before a provision is
established, the Company recognizes any impairment loss
on the assets associated with the contract.

Contingent liabilities are not recognised in the financial
statements. A contingent asset is neither recognised nor
disclosed in the financial statements.

4.8 Revenue Recognition

(a) Rendering of Services
Healthcare Services

Revenue primarily comprises fees charged
for inpatient and outpatient hospital services.
Services include charges for accommodation,
medical professional services, equipment, radiology,
laboratory and pharmaceutical goods used in
treatments given to Patients. Revenue is recorded
and recognised during the period in which the
hospital service is provided, based upon the amounts
due from patients and/or medical funding entities.
Unbilled revenue is recorded for the service where
the patients are not discharged and invoice is not
raised for the service.

Other Services

Income from Clinical trials on behalf of Pharmaceutical
Companies is recognized on completion of the
service, based on the terms and conditions specified
to each contract.

Other services fee is recognized on basis of the
services rendered and as per the terms of the
agreement.

(b) Sale of Goods

Pharmacy Sales are recognised when the significant
risks and rewards of ownership and control is
transferred to the customer. Revenue is measured
at the fair value of the consideration received
or receivable, taking into account contractually
defined terms of payment and excluding taxes
or duties collected on behalf of the government.
Revenue is reduced for rebates granted upon
purchase and are stated net of returns and discounts
wherever applicable. Sales are adjusted for Value
Added Tax/GST wherever applicable.

(c) Dividend and Interest Income

Dividend income from investments is recognised
when the right to receive payment has been
established (provided that it is probable that the
economic benefits will flow to the Company and the
amount of income can be measured reliably).

Interest income from a financial asset is recognised
when it is probable that the economic benefits will
flow to the Company and the amount of income can
be measured reliably. Interest income is accrued on a
time basis, by reference to the principal outstanding
and at the effective interest rate applicable, which is
the rate that exactly discounts estimated future cash
receipts through the expected life of the financial

asset to that asset''s net carrying amount on initial
recognition.

4.9 Leases

Company as a lessee

At the date of commencement of the lease, the
Company recognizes a right-of-use asset ("ROU") and a
corresponding lease liability for all lease arrangements in
which it is a lessee, except for leases with a term of twelve
months or less (short-term leases) and low value leases.
For these short-term and low value leases, the Company
recognizes the lease payments as an operating expense.

The right-of-use assets are initially recognized at cost,
which comprises the initial amount of the lease liability
adjusted for any lease payments made at or prior to the
commencement date of the lease plus any initial direct
costs less any lease incentives. They are subsequently
measured at cost less accumulated depreciation and
impairment losses.

Right-of-use assets are depreciated from the
commencement date on a straight-line basis over the
shorter of the lease term and useful life of the underlying
asset. Right of use assets are evaluated for recoverability
whenever events or changes in circumstances indicate
that their carrying amounts may not be recoverable.
For the purpose of impairment testing, the recoverable
amount (i.e. The higher of the fair value less cost to sell
and the value-in-use) is determined on an individual asset
basis unless the asset does not generate cash flows that
are largely independent of those from other assets. In such
cases, the recoverable amount is determined for the Cash
Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized
cost at the present value of the future lease payments.
The lease payments are discounted using the interest
rate implicit in the lease or, if not readily determinable,
using the incremental borrowing rates. Lease liabilities
are remeasured with a corresponding adjustment to
the related right of use asset if the Company changes its
assessment if whether it will exercise an extension or a
termination option.

Lease liability and ROU asset have been separately
presented in the Balance Sheet and finance cost portion
of lease payments have been classified as financing cash
flows.

Company as a lessor

At the inception of the lease, the Company classifies
each of its leases as either an operating lease or a finance
lease. The Company recognizes lease payments received
under operating leases as income over the lease term on
a straight-line basis.

4.10 Foreign Currency Translation

The functional currency of the Company is the Indian
Rupee (?)

Exchange differences on monetary items are recognised
in the Statement of profit and loss in the period in which
they arise except for:

(i) exchange differences on foreign currency borrowings
relating to assets under construction for future
productive use, which are included in the cost of those
assets when they are regarded as an adjustment to
interest costs on those foreign currency borrowings;

(ii) exchange differences arising from translation
of long-term foreign currency monetary items
recognised in the financial statements of the
Company for the period immediately before the
beginning of the first Ind AS financial reporting
period (prior to April 1, 2016), as per the previous
GAAP, pursuant to the Company''s choice of availing
the exemption as permitted by Ind AS 101.

Non-monetary assets and liabilities that are measured
in terms of historical cost in foreign currencies are not
retranslated.

Income and expense items in foreign currency are
translated at the average exchange rates for the period,
unless exchange rates fluctuate significantly during that
period, in which case the exchange rates at the dates of
the transactions are used.

4.11 Borrowing Costs
Borrowing costs include

a) interest expense calculated using the effective
interest rate method,

b) finance charges in respect of finance leases, and

c) Exchange differences arising from foreign currency
borrowings to the extent that they are regarded as
an adjustment to interest costs.

Borrowing costs directly attributable to the acquisition,
construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time
to get ready for their intended use or sale, are added to
the cost of those assets, until such time as the assets are
substantially ready for their intended use or sale.

Interest income earned on the temporary investment
of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs
eligible for capitalization.

All other borrowing costs are recognised in the
statement of profit and loss in the period in which they
are incurred.

4.12 Government Grants

Government grants are not recognised until there is
reasonable assurance that the Company will comply with
the conditions attaching to them and that the grants will
be received.

When the grant relates to an asset, it is treated as deferred
income and released to the statement of profit and loss
over the expected useful lives of the assets concerned.
When the Company receives grants of non-monetary
assets, the asset and the grant are recorded at fair value
amounts and released to statement of profit and loss over
the expected useful life in a pattern of consumption of the
benefit of the underlying asset. Government grants that
are receivable as compensation for expenses or losses
already incurred or for the purpose of giving immediate
financial support to the Company with no future related
costs are recognised in statement of profit and loss in the
period in which they become receivable.

4.13 Employee benefits

(a) Short-term obligations

Liabilities for salaries, including other monetary
and non-monetary benefits that are expected to be
settled wholly within 12 months after the end of the
period in which the employees render the related
service are recognised in respect of employees''
services up to the end of the reporting period and
are measured at the amounts expected to be paid
when the liabilities are settled. The liabilities are
presented as current employee benefit obligations
in the balance sheet.

(b) Post-employment obligations

The Company operates the following
post-employment schemes: a) defined contribution
plans - provident fund b) defined benefit plans -
gratuity plans

(i) Defined contribution plans

The Company has defined contribution plan
for the post-employment benefits namely
Provident Fund, Employees Death Linked
Insurance and Employee State Insurance and
the contributions towards such funds and
schemes are recognised as employee benefits
expense and charged to the Statement of Profit
and Loss when they are due. The Company does
not carry any further obligations with respect
to this, apart from contributions made on a
monthly basis.

(ii) Defined benefit plans

The Company has defined benefit plan, namely
gratuity for eligible employees in accordance

with the Payment of Gratuity Act, 1972 the
liability for which is determined on the basis of
an actuarial valuation (using the Projected Unit
Credit method) at the end of each year.

The present value of the defined benefit
obligation is determined by discounting the
estimated future cash outflows by reference
to market yields at the end of the reporting
period on government bonds that have terms
approximating to the tenor of the related
obligation. The liability or asset recognized in
the balance sheet in respect of gratuity is the
present value of the defined benefit obligation
at the end of the reporting period less the fair
value of plan assets.

The service cost (including current service cost,
past service cost, as well as gains and losses on
curtailments and settlements) is recognised in
the Statement of profit and loss in the line item
''Employee benefits expense''.

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

Change in the present value of the defined
benefit obligation resulting from plan
amendments or curtailments are recognised
immediately in the profit or loss as past service
cost.

[c) Compensated Absences

Compensated absences which are not expected
to occur within twelve months after the end of the
period in which the employee renders the related
services are recognised at an actuarially determined
liability at the present value of the defined benefit
obligation at the Balance sheet date. In respect of
compensated absences expected to occur within
twelve months after the end of the period in which
the employee renders the related services, liability
for short-term employee benefits is measured at the
undiscounted amount of the benefits expected to be
paid in exchange for the related service.

(d) Equity-settled share-based payments (ESOP)

Equity-settled share-based payments to employees
are measured at the fair value of the options at the

Grant date. The fair value of option at the grant
date is expensed over the vesting period with
a corresponding increase in equity as "Equity
settled share based payments". In case of forfeiture
of unvested option, portion of amount already
expensed is reversed. In a situation where the
vested option forfeited or expires unexercised, the
related balance standing to the credit of the "Equity
settled share based payments" are transferred to the
"Retained Earnings".

When the options are exercised, the ESOP Trust
transfer equivalent number of shares of the company
of ? 10/ each fully paid up to grantees. The proceeds
received and the related balance standing to credit of
the Equity settled share based payments, are credited
to share capital (nominal value) and Securities
Premium, if any.

4.14 Income Taxes

Income tax expense represents the sum of the tax currently

payable and deferred tax

(i) Current tax

The tax currently payable is based on taxable profit
for the year. Taxable profit differs from ''profit before
tax'' as reported in the standalone statement of profit
and loss because of items of income or expense that
are taxable or deductible in other years and items
that are never taxable or deductible. The Company''s
current tax is calculated using tax rates that have
been enacted or substantively enacted by the end
of the reporting period.

(ii) Deferred Tax

Deferred tax is recognised on temporary differences
between the carrying amounts of assets and liabilities
in the financial statements and the corresponding
tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised
for all taxable temporary differences. Deferred tax
assets are generally recognised for all deductible
temporary differences to the extent that it is probable
that taxable profits will be available against which
those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are
not recognised if the temporary difference arises
from the initial recognition of assets and liabilities in
a transaction that affects neither the taxable profit
nor the accounting profit.

The carrying amount of deferred tax assets is
reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow
all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at
the tax rates that are expected to apply in the period
in which the liability is settled or the asset realized,
based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the
reporting period.

The measurement of deferred tax liabilities and assets
reflects the tax consequences that would follow from
the manner in which the Company expects, at the
end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.

Deferred tax assets include Minimum Alternate Tax
(MAT) paid in accordance with the tax laws in India,
which is likely to give future economic benefits in
the form of availability of set-off against future tax
liability. Accordingly, MAT is recognised as deferred
tax asset in the Balance sheet when the asset can be
measured reliably and it is probable that the future
economic benefit associated with the asset will be
realized.

No DTA is recognized for goodwill arising on business
combination.

(iii) Current and deferred tax for the year

Current and deferred tax are recognised in the
Statement of profit and loss, except when they relate
to items that are recognised in other comprehensive
income or directly in equity, in which case, the
current and deferred tax are also recognised in
other comprehensive income or directly in equity
respectively. Where current tax or deferred tax
arises from the initial accounting for a business
combination, the tax effect is included in the
accounting for the business combination.

4.15 Business Combinations

The acquisition method of accounting is used to account
for all business combinations, regardless of whether equity
instruments or other assets are acquired. The consideration
transferred for the acquisition comprises the:

a) fair values of the assets transferred;

b) liabilities incurred to the former owners of the
acquired business;

c) equity interests issued by the Company; and

d) fair value of any asset or liability resulting from a
contingent consideration arrangement.

Identifiable assets acquired and liabilities and contingent
liabilities assumed in a business combination are, with
limited exceptions, measured initially at their fair values
at the acquisition date. The company recognizes any
non-controlling interest in the acquired entity on an
acquisition-by-acquisition basis either at fair value or at
the non-controlling interest''s proportionate share of the
acquired entity''s net identifiable assets. Acquisition-related
costs are expensed as incurred.

The excess of the consideration transferred, amount of
any non-controlling interest in the acquired entity, and
acquisition-date fair value of any previous equity interest in
the acquired entity over the fair value of the net identifiable
assets acquired is recorded as goodwill. If those amounts
are less than the fair value of the net identifiable assets of
the business acquired, the difference is recognised in other
comprehensive income and accumulated in equity as capital
reserve provided there is clear evidence of the underlying
reasons for classifying the business combination as a
bargain purchase. In other cases, the bargain purchase gain
is recognised directly in equity as capital reserve.

Where settlement of any part of cash consideration is
deferred, the amounts payable in the future are discounted
to their present value as at the date of exchange.
The discount rate used is the entity''s incremental
borrowing rate, being the rate at which a similar borrowing
could be obtained from an independent financier under
comparable terms and conditions.

Contingent consideration is classified either as equity or a
financial liability. Amounts classified as a financial liability
are subsequently remeasured to fair value with changes in
fair value recognised in profit or loss.

If the business combination is achieved in stages, the
acquisition date carrying value of the acquirer''s previously
held equity interest in the acquire is remeasured to fair
value at the acquisition date. Any gains or losses arising
from such remeasurement are recognised in profit or loss
or other comprehensive income, as appropriate.

4.16 Derivative financial instruments

Derivatives are initially recognised at fair value at the
date the derivative contracts are entered into and are
subsequently re-measured to their fair value at the end of
each reporting period. Derivatives are carried as financial
assets when the fair value is positive and as financial
liabilities when the fair value is negative.

4.17 Earnings per share

The Company presents basic and diluted earnings per share
(EPS) data for its ordinary shares. Basic EPS is calculated

by dividing the profit or loss attributable to the ordinary
shareholders of the company by the weighted average
number of ordinary shares outstanding during the period.
Where ordinary shares are issued but not fully paid, they
are treated in the calculation of basic earnings per share
as a fraction of an ordinary share to the extent that they
were entitled to participate in dividends during the period
relative to a fully paid ordinary share. Diluted earnings per
share is computed by dividing the net profit after tax by the
weighted average number of equity shares considered for
deriving basic EPS and also weighted average number of
equity shares that could have been issued upon conversion
of all dilutive potential 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.

4.18 Fair Value Measurement

Fair value is the price that would be received to sell
an asset or settle a liability in an ordinary transaction
between market participants at the measurement
date. The fair value of an asset or a liability is measured
using the assumption that market participants would
use when pricing an asset or a liability acting in their
best economic interest. The Company used valuation
techniques, which were appropriate in circumstances
and for which sufficient data were available considering
the expected loss/ profit in case of financial assets or
liabilities.

4.19 Cash and cash equivalent

The Company considers all highly liquid financial
instruments, which are readily convertible into known
amounts of cash that are subject to an insignificant risk
of change in value and having original maturities of three
months or less from the date of purchase, to be cash
equivalents. Cash and cash equivalents consist of balances
with banks which are unrestricted for withdrawal and
usage.

4.20 Segment Reporting

Identification of segments: Segments are identified in
line with Ind AS - 108 "Operating Segments", taking into
consideration the internal organization and management
structure as well as the differential risk and returns of the
segment.

The Company is mainly engaged in the business of setting
up and managing hospitals and medical diagnostic
services which constitute a single business segment.
These activities are mainly conducted only in one
geographical segment viz, India. Therefore, the disclosure
requirements under the Ind AS 108 "Operating Segments"
are not applicable.

Segment Policies: The Company prepares its segment
information in conformity with the accounting policies
adopted for preparing and presenting the financial
statements of the Company as a whole.

4.21 Cash Flow Statement

Cash flows are reported using the indirect method,
whereby net profit before tax is adjusted for the effects
of transactions of a non-cash nature and any deferrals
or accruals of past or future cash receipts or payments.
The cash flows from operating, investing and financing
activities of the Company are segregated.

4.22 Investment in Subsidiaries

(i) Initial recognition

The acquired investment in subsidiaries are measured
at fair value as on the date of acquisition

(ii) Subsequent measurement

Investment in equity shares of subsidiaries are
accounted either;

(a) at cost, or

(b) n accordance with IND AS 109, financial
instruments

The Company has elected to account its subsidiaries at cost
less accumulated impairment losses, if any.

NOTE 4(B): RECENT ACCOUNTING PRONOUNCEMENTS

Ministry Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules, 2015 as issued
from time to time. For the year ended March 31,2025, MCA has
notified IND AS - 117 Insurance Contracts, amendments to IND
AS 116 - Leases, relating to sale and leaseback transactions,
applicable to the Company w.e.f. April 1,2024 and amendment
to IND AS 21 - The Effects of Changes in Foreign Exchange
Rates, relating to currency exchangeability and applicability of
conversion rates, applicable to the Company w.e.f. April 1,2025.

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.

Note 18.2 Rights, Preferences and Restrictions

The Authorised Share Capital of the Company consists of Equity Shares having nominal value of ? 10/- each. The rights and privileges
to equity shareholders are general in nature and allowed under Companies Act, 2013.

The equity shareholders shall have:

(i) a right to vote in shareholders'' meeting. On a show of hands, every member present in person shall have one vote and on a
poll, the voting rights shall be in proportion to his share of the paid up capital of the Company;

(ii) a right to receive dividend in proportion to the amount of capital paid up on the shares held.

The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting of the Company if
calls or other sums payable have not been paid on due date.

In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in
proportion to the paid up capital.

Nature and Purpose of other reserves

Securities Premium: The amount received in excess of face value of the equity shares is recognised in Share Premium Reserve.
This is not available for distribution of dividend but can be utilised for issuing bonus shares.

Capital Redemption Reserve: In terms of provisions contained in Section 55 of the Companies Act 2013, the Company has, upon
redemption of Preference Shares pursuant to resolution passed at the meeting held on 20^th December 2016, transferred the amount
equivalent to the face value of Preference Shares from the accumulated profits to Capital Redemption Reserve. This fund can be
utilized only for issuing fully paid bonus shares. No dividends can be distributed out of this fund.

Retained Earnings: Retained Earnings represents surplus/accumulated earnings of the Corporation and are available for distribution
to shareholders.

Reserve for Shared based Payment : The Reserve for shared based payments account is used to record fair value of equity-settled,
share based payment transaction with employees. The amounts recorded in reserver for shared based payment accounts are
transferred to security premium upon the excersise of the stock options and transfer to the general reserve on accounts of stock
option not excercise by employee.

NOTE 37: EMPLOYEE BENEFITS
Note 37.1 Defined contribution plan

The Company has defined contribution plan in form of Provident Fund & Pension Scheme and Employee State Insurance Scheme
for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to
fund the benefits. The total expense recognised in the Statement of profit and loss under employee benefit expenses in respect of
such schemes are given below:

Note 37.2 Defined benefit plan

(a) Gratuity

The Company operates post-employment defined benefit plan that provide gratuity. The gratuity plan entitles an employee,
who has rendered at least five years of continuous service, to receive one-half month''s salary for each year of completed service at
the time of retirement/exit. The Company''s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided
for based on actuarial valuation carried out by an independent actuary using the projected unit credit method. The Company
recognizes actuarial gains and losses immediately in other comprehensive income, net of taxes. The Company accrues gratuity
as per the provisions of the Payment of Gratuity Act, 1972 as applicable as at the balance sheet date. The Company contributes
all ascertained liabilities towards gratuity to the Fund. The plan assets have been primarily invested in insurer managed funds.
The company provides for gratuity, a defined benefit retiring plan covering eligible employees. The Gratuity plan provides a
lump sum payment to the vested employees at retirement, death, incapacitation or termination of employment based on the
respective employees salary and tenure of the employment with the company.

(e) Risk exposure

Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield,
this will create a deficit.

The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its group gratuity scheme.
Accordingly almost the entire plan asset investment is maintained by the insurer. These are subject to interest rate risk which
is managed by the insurer.

Changes in bond yields

A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the
plans'' assets maintained by the insurer.

(f) Defined benefit liability and employer contribution

The Company generally eliminates the deficit in the defined benefit gratuity plan with in next one year.

Expected contribution to the post -employment benefit plan (Gratuity) for the year ending March 31,2025 is ? 12.11 million.
The weighted average duration of the defined benefit obligation is 3.28 years (As at March 31,2024 - 3.33 years).

Level 3 if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
This is the case for unlisted compound instruments.

There are no transfers between any of these levels during the year. The Company''s policy is to recognize transfers into and
transfers out of fair value hierarchy levels as at the end of the reporting period.

C. Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include:

(i) The use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1

D. Fair value of financial assets and liabilities measured at amortized cost

The Management has assessed that fair value of loans, trade receivables, cash and cash equivalents, other bank balances,
other financial assets and trade payables approximate their carrying amounts largely due to their short-term nature.
Difference between carrying amount of Bank deposits, other financial assets , borrowings and other financial liabilities
subsequently measured at amortised cost is not significant in each of the years presented.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

NOTE 42: 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 has established the Risk Management Committee, which is responsible for developing and monitoring the
Company''s risk management policies. The Committee holds regular meetings and report to board on its activities.

The Company''s risk management policies are established to identify and analyses 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 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 to 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.

(a) 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. The company is exposed to the credit risk from its trade receivables, unbilled revenue, investments,
cash and cash equivalents, bank deposits and other financial assets. The maximum exposure to credit risk is equal to the
carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.

Trade and other receivables

Trade receivables comprise a widespread customer base. Management evaluates credit risk relating to customers on an
ongoing basis. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk
control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.
Individual risk limits are set for patients without medical aid insurance. Services to customers without medical aid insurance are
settled in cash or using major credit cards on discharge date as far as possible. Credit Guarantees insurance is not purchased.
The receivables are mainly unsecured; the company does not hold any collateral or a guarantee as security. The provision
details of the trade receivable are provided in Note 15 of the financial statements.

Cash and Cash Equivalents

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invests in deposits
with banks with high credit ratings assigned by external credit rating agencies; accordingly the Company considers that the
related credit risk is low. Impairment on these items is measured on the 12-month expected credit loss basis.

(b) Liquidity risk

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

The Company''s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other
committed credit lines. Management monitors rolling forecasts of the group''s liquidity position (comprising the undrawn
borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.

Liquidity Table

The Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods is given
below. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date
on which the Company can be required to pay. The tables include both interest and principal cash flows. The contractual
maturity is based on the earliest date on which the Company may be required to pay.

(c) Market Risk

Market risk is the risk arising from changes in market prices - such as foreign exchange rates and interest rates - will affect the
Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive
financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to
market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the
exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities
in foreign currency.

(i) Currency Risk

The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and
liabilities denominated in a currency that is not the Company''s functional currency (''), primarily in respect of US$, and
Euro. The Company ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange
earner.

Sensitivity Analysis -

Any change with respect to strengthening (weakening) of the Indian Rupee against various currencies as at March 31,
2025 and March 31, 2024 would have affected the measurement of financial instruments denominated in respective
currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other
variables, in particular interest rates.

(ii) Interest rate risk

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

Most of the Company''s borrowings are on a floating rate of interest. The Company has exposure to interest rate risk,
arising principally on changes in Marginal Cost of Funds based Lending Rate (MCLR). The Company uses a mix of interest
rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short
term credit lines besides internal accruals.

(iii) Price Risk Exposure

The Company''s exposure to securities price risk arises from investments held in mutual funds & Equity Instrument
classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments,
the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on
account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses. Profit for the
year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

The nature of services and its disclosure of timing of satisfaction of performance obligation is mentioned in para 4.8 of
Note No. 4.

Contract Liabilities in the balance sheet constitutes advance payments and billings in excess of revenue recognised.
The Company expects to recognise such revenue in the next financial year.

There were no significant changes in contract assets and contract liabilities during the reporting period except amount
as mentioned in the table and explanation given above.

Under the payment terms generally applicable to the Company''s revenue generating activities, prepayments are received
only to a limited extent. Typically, payment is due upon or after completion of the services.

The Company generates revenue from knee replacement surgeries, other indoor and outdoor patient discharges,
diagnostic services. clinical trials, trainings and other sales of medicines and medicare items.

The revenue from rendering Healthcare services and Pharmaceutical products satisfies ''at a point in time'' recognition
criteria as prescribed by IND AS 115.

NOTE : 49 EQUITY SETTLED SHARE BASED PAYMENTS (ESOP) :

Senior level management employees of the Company receive remuneration in the form of share-based payments, whereby
employees render services as consideration for equity instruments (equity-settled transactions). In respect of options granted
during the current year under "Shalby Limited Employee Stock Options Scheme - 2021 (the "Shalby ESOP Scheme 2021") , the cost of
equity-settled transactions is determined by the fair value at the date when the grant is made using Black Scholes Method formula
which is in accordance with Indian Accounting Standard 102 (Ind AS 102).

The cost of equity settled transaction is recognised, together with a corresponding increase in Equity settled share based payments
reserves in other equity, over the period in which the service conditions are fulfilled. This expense is included under the head
"Employee benefits expense" as employee share-based expense. The cumulative expense recognised for equity-settled transactions
at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company''s best
estimate of the number of equity instruments that will ultimately vest.

For details of expense recognised in the statement of profit and loss please refer note 31 and for details of movement in share
options outstanding account refer note 19 of Financial statements.

Acquisition of Multi-Specialty Hospital from P K Healthcare Pvt. Ltd. [Brand Name Sanar International Hospitals] and Healers Hospitals
Pvt. Ltd.

The Company entered into a Share Purchase Agreement (SPA) with P K Healthcare Private Limited (''Sanar'') and Mr. Naresh Kapoor
& Ms. Prem Kanta Kapoor dated January 25, 2024 for acquisition of the Multi-specialty Hospital business (owned and operated by
P K Healthcare Pvt Ltd under the brand name of "Sanar International Hospitals" mainly engaged in the business of Blood & Marrow
Transplantation, Bone & Joint replacement, Cancer Care, Cardiac surgery, dermatology, gastroenterology, Interventional Radiology,
Kidney & Liver transplant, Neurosciences, Pulmonology, Ophthalmology, Plastic & Cosmetic Surgery, Transfusion Medicine.

The Company has acquired 87.26% stake in shareholding of PK Healthcare Private Limited, through preferential allotment of equity
shares ? 1000 Million and secondary acquisition from promoters ? 19.20 Million during January 2024. PK Healthcare Pvt. Ltd. is now
a subsidiary of the Company effective from January 25, 2024.

The acquisition contributed revenue of ? 159.58 million and profit/(loss) after tax of ? (44.20) million for the period between the
acquisition date and March 31,2024. Had the business combination occurred on April 1,2023, per management estimate, revenues
for the financial year ended March 31,2024 would have been higher by ? 885.94 million and profit/(loss) after tax would have been
higher by ? (510.20) million.

The Company has acquired 100% stake in shareholding of Healers Hospital Private Limited through secondary acquisition from
existing shareholders during March 2024. Healers Hospital Pvt. Ltd. is now wholly-owned subsidiary of the Company effective from
March 15, 2024.

The acquisition contributed revenue of ? 1.30 million and profit/(loss) after tax of ? 0.93 million for the period between the acquisition
date and March 31,2024. Had the business combination occurred on April 1,2023, per management estimate, revenues for the
financial year ended March 31,2024 would have been higher by ? 52.25 million and profit/(loss) after tax would have been higher
by ? 34.33 million.

a) Business Combination

The above transaction qualifies as a business combination as per IndAS 103 - "Business Combination" and has been accounted
by applying the acquisition method wherein identifiable assets acquired, liabilities assumed are fair valued against the fair
value of the consideration transferred and the resultant goodwill recognised.

(a) Details of benami property held: No proceedings have been initiated on or are pending against the Company for holding
benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(b) Registration of charges or satisfaction with Registrar of Companies (ROC): The Company does not have any charges or
satisfaction which is yet to be registered with ROC beyond the statutory period.

(c) 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.

(d) Utilisation of borrowed funds and share premium: No funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or
entity, including foreign entities ("Intermediaries") except disclosed in Note 52 with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate
Beneficiaries).

The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall
whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate
Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(e) Undisclosed income: There is no income surrendered or disclosed as income during the current or previous year in the tax
assessments under the Income Tax Act, 1961, that has not been recorded previously in the books of account.

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

(g) Compliance with number of layers of companies: The Company has complied with the number of layers prescribed under
the Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of layers) Rules, 2017.

(h) Valuation of Property Plant & Equipment, intangible asset: The Company has not revalued any of its Property, Plant and
Equipment (including Right of Use Assets) during the year.

(i) The Company has borrowings from Banks on the basis of security of current assets. Quarterly returns \ statements of current
assets filed by the company with banks are in agreement with the books of accounts subject to minor deviations which are
not material.

(j) Relationship with struck off companies: The Company has no transactions with the companies struck off under Section 248
of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.

(k) Utilisation of borrowings availed from banks and financial institutions: The borrowings obtained by the company from
banks and financial institution have been applied for the purpose for which such loans was taken.

NOTE 54: The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment
benefits has received Presidential assent and has been published in the Gazette of India. However, the effective date of the Code
and final rules for quantifying the financial impact are yet to be notified. The Group will assess the impact of the Code when
relevant provisions are notified and will record related impact, if any, in the period the Code becomes effective.

NOTE 55: STATEMENT OF MANAGEMENT

(a) The non current financial assets, current financial assets and other current assets are good and recoverable and are
approximately of the values, if realized in the ordinary courses of business unless and to the extent stated otherwise in the
Accounts. Provision for all known liabilities is adequate and not in excess of amount reasonably necessary. There are no
contingent liabilities except those stated in the notes.

(b) Balance Sheet, Statement of Profit and Loss, cash flow statement and change in equity read together with Notes to the accounts
thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair
view of the statement of affairs of the Company as at the end of the year and financial performance of the Company for the
year under review.

(c) No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.

(d) Balances of Sundry Creditors, Sundry debtors, Loans & advances, etc. are subject to confirmation and reconciliation, if any.

As per our report of even date

For T R Chadha & Co LLP For and on behalf of the Board

Chartered Accountants Shalby Limited

Firm Registration No. 006711N/N500028

Arvind Modi Dr. Vikram Shah Shyamal Joshi

Partner Chairman & Managing Director Director

Membership No: 112929 DIN: 00011653 DIN: 00005766

Amit Pathak Tushar shah

Chief Financial Officer AVP & Company Secretary

Place : Ahmedabad Place : Ahmedabad

Date : May 29, 2025 Date : May 29, 2025

---

Mar 31, 2024

4.7 Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are discounted using a current pre tax rates that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

A provision for onerous contract is recognized when the expected benefits to be derived by the Company from a contract are lower than the unavoidable cost of meeting its obligations under the contract. The provision is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Company recognizes any impairment loss on the assets associated with the contract.

Contingent liabilities are not recognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financial statements.

4.8 Revenue Recognition

(a) Rendering of Services Healthcare Services

Revenue primarily comprises fees charged for inpatient and outpatient hospital services. Services include charges for accommodation, medical professional services, equipment, radiology, laboratory and pharmaceutical goods used in treatments given to Patients. Revenue is recorded and recognised during the period in which the hospital service is provided, based upon the amounts due from patients and/or medical funding entities. Unbilled revenue is recorded for the service where the patients are not discharged and invoice is not raised for the service.

Other Services

Income from Clinical trials on behalf of Pharmaceutical Companies is recognized on completion of the service,

based on the terms and conditions specified to each contract.

Other services fee is recognized on basis of the services rendered and as per the terms of the agreement.

(b) Sale of Goods

Pharmacy Sales are recognised when the significant risks and rewards of ownership and control is transferred to the customer. Revenue is measured at the fair value of the consideration received or receivable, taking into account contractually defined terms of payment and excluding taxes or duties collected on behalf of the government. Revenue is reduced for rebates granted upon purchase and are stated net of returns and discounts wherever applicable. Sales are adjusted for Value Added Tax/GST wherever applicable.

(c) Dividend and Interest Income

Dividend income from investments is recognised when the right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably).

I nterest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset''s net carrying amount on initial recognition.

4.9 Leases

Company as a lessee

At the date of commencement of the lease, the Company recognizes a right-of-use asset ("ROU") and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement

date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. The higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and finance cost portion of lease payments have been classified as financing cash flows.

Company as a lessor

At the inception of the lease, the Company classifies each of its leases as either an operating lease or a finance lease. The Company recognizes lease payments received under operating leases as income over the lease term on a straightline basis.

4.10Foreign Currency Translation

The functional currency of the Company is the Indian Rupee (?)

Exchange differences on monetary items are recognised in the Statement of profit and loss in the period in which they arise except for:

(i) exchange differences on foreign currency borrowings relating to assets under construction for future productive use, which are included in the cost of those

assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings;

(ii) exchange differences arising from translation of longterm foreign currency monetary items recognised in the financial statements of the Company for the period immediately before the beginning of the first Ind AS financial reporting period (prior to April 1,2016), as per the previous GAAP, pursuant to the Company''s choice of availing the exemption as permitted by Ind AS 101.

Non-monetary assets and liabilities that are measured in terms of historical cost in foreign currencies are not retranslated.

Income and expense items in foreign currency are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used.

4.11 Borrowing Costs

Borrowing costs include

a) interest expense calculated using the effective interest rate method,

b) finance charges in respect of finance leases, and

c) Exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

I nterest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognised in the statement of profit and loss in the period in which they are incurred.

4.12Government Grants

Government grants are not recognised until there is reasonable assurance that the Company will comply with

the conditions attaching to them and that the grants will be received.

When the grant relates to an asset, it is treated as deferred income and released to the statement of profit and loss over the expected useful lives of the assets concerned. When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and released to statement of profit and loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset. Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Company with no future related costs are recognised in statement of profit and loss in the period in which they become receivable.

4.13Employee benefits

(a) Short-term obligations

Liabilities for salaries, including other monetary and non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognised in respect of employees'' services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(b) Post-employment obligations

The Company operates the following postemployment schemes: a) defined contribution plans - provident fund b) defined benefit plans - gratuity plans

(i) Defined contribution plans

The Company has defined contribution plan for the post-employment benefits namely Provident Fund, Employees Death Linked Insurance and Employee State Insurance and the contributions towards such funds and schemes are recognised as employee benefits expense and charged to the Statement of Profit and Loss when they are due. The Company does not carry any further obligations with respect to this, apart from contributions made on a monthly basis.

(ii) Defined benefit plans

The Company has defined benefit plan, namely gratuity for eligible employees in accordance with the Payment of Gratuity Act, 1972 the liability for which is determined on the basis of an actuarial valuation (using the Projected Unit Credit method) at the end of each year.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the tenor of the related obligation. The liability or asset recognized in the balance sheet in respect of gratuity is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.

The service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements) is recognised in the Statement of profit and loss in the line item ''Employee benefits expense''

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

Change in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognised immediately in the profit or loss as past service cost.

(c) Compensated Absences

Compensated absences which are not expected to occur within twelve months after the end of the period in which the employee renders the related services

are recognised at an actuarially determined liability at the present value of the defined benefit obligation at the Balance sheet date. In respect of compensated absences expected to occur within twelve months after the end of the period in which the employee renders the related services, liability for short-term employee benefits is measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

(d) Equity-settled share-based payments (ESOP) Equity-settled share-based payments to employees are measured at the fair value of the options at the Grant date. The fair value of option at the grant date is expensed over the vesting period with a corresponding increase in equity as "Equity settled share based payments". In case of forfeiture of unvested option, portion of amount already expensed is reversed. In a situation where the vested option forfeited or expires unexercised, the related balance standing to the credit of the "Equity settled share based payments" are transferred to the "Retained Earnings"

When the options are exercised, the ESOP Trust transfer equivalent number of shares of the company of ? 10/ each fully paid up to grantees. The proceeds received and the related balance standing to credit of the Equity settled share based payments, are credited to share capital (nominal value) and Securities Premium, if any.

4.14Income Taxes

Income tax expense represents the sum of the tax currently

payable and deferred tax

(i) Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ''profit before tax'' as reported in the standalone statement of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or deductible. The Company''s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

(ii) Deferred Tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities

in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, which is likely to give future economic benefits in the form of availability of set-off against future tax liability. Accordingly, MAT is recognised as deferred tax asset in the Balance sheet when the asset can be measured reliably and it is probable that the future economic benefit associated with the asset will be realized.

No DTA is recognized for goodwill arising on business combination.

(iii) Current and deferred tax for the year

Current and deferred tax are recognised in the Statement of profit and loss, except when they relate

to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

4.15Business Combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition comprises the:

a) fair values of the assets transferred;

b) liabilities incurred to the former owners of the acquired business;

c) equity interests issued by the Company; and

d) fair value of any asset or liability resulting from a contingent consideration arrangement.

I dentifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The company recognizes any noncontrolling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the noncontrolling interest''s proportionate share of the acquired entity''s net identifiable assets. Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred, amount of any non-controlling interest in the acquired entity, and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised in other comprehensive income and accumulated in equity as capital reserve provided there is clear evidence of the underlying reasons for classifying the business combination as a bargain purchase. In other cases, the bargain purchase gain is recognised directly in equity as capital reserve.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted

to their present value as at the date of exchange. The discount rate used is the entity''s incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value with changes in fair value recognised in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer''s previously held equity interest in the acquire is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit or loss or other comprehensive income, as appropriate.

4.16 Derivative financial instruments

Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently re-measured to their fair value at the end of each reporting period. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.

4.17Earnings per share

The Company presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to the ordinary shareholders of the company by the weighted average number of ordinary shares outstanding during the period. Where ordinary shares are issued but not fully paid, they are treated in the calculation of basic earnings per share as a fraction of an ordinary share to the extent that they were entitled to participate in dividends during the period relative to a fully paid ordinary share. Diluted earnings per share is computed by dividing the net profit after tax by the weighted average number of equity shares considered for deriving basic EPS and also weighted average number of equity shares that could have been issued upon conversion of all dilutive potential 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.

4.18Fair Value Measurement

Fair value is the price that would be received to sell an asset or settle a liability in an ordinary transaction between market participants at the measurement date. The fair value of an asset or a liability is measured using the assumption that market participants would use when pricing an asset or a liability acting in their best economic interest. The Company used valuation techniques, which were appropriate in circumstances and for which sufficient data were available considering the expected loss/ profit in case of financial assets or liabilities.

4.19 Cash and cash equivalent

The Company considers all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents. Cash and cash equivalents consist of balances with banks which are unrestricted for withdrawal and usage.

4.20 Segment Reporting

Identification of segments: Segments are identified in line with Ind AS - 108 "Operating Segments", taking into consideration the internal organization and management structure as well as the differential risk and returns of the segment.

The Company is mainly engaged in the business of setting up and managing hospitals and medical diagnostic services which constitute a single business segment. These activities are mainly conducted only in one geographical segment viz, India. Therefore, the disclosure requirements under the Ind AS 108 "Operating Segments" are not applicable.

Segment Policies: The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the financial statements of the Company as a whole.

4.21 Cash Flow Statement

Cash flows are reported using the indirect method, whereby net profit before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated.

4.22Investment in Subsidiaries

(i) Initial recognition

The acquired investment in subsidiaries are measured at fair value as on the date of acquisition

(ii) Subsequent measurement

Investment in equity shares of subsidiaries are accounted either;

(a) at cost, or

(b) in accordance with IND AS 109, financial instruments

The Company has elected to account its subsidiaries at cost less accumulated impairment losses, if any.

Note 4(b) : Recent Accounting 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, 2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

Nature and Purpose of other reserves

Securities Premium: The amount received in excess of face value of the equity shares is recognised in Share Premium Reserve. This is not available for distribution of dividend but can be utilised for issuing bonus shares.

Capital Redemption Reserve: In terms of provisions contained in Section 55 of the Companies Act 2013, the Company has, upon redemption of Preference Shares pursuant to resolution passed at the meeting held on 20^th December 2016, transferred the amount equivalent to the face value of Preference Shares from the accumulated profits to Capital Redemption Reserve. This fund can be utilized only for issuing fully paid bonus shares. No dividends can be distributed out of this fund.

Retained Earnings: Retained Earnings represents surplus/accumulated earnings of the Corporation and are available for distribution to shareholders.

Reserve for Shared based Payment : The Reserve for shared based payments account is used to record fair value of equity-settled , share based payment transaction with employees. The amounts recorded in reserver for shared based payment accounts are transferred to security premium upon the excersise of the stock options and transfer to the general reserve on accounts of stock option not excercise by employee.

Note 37.2 Defined benefit plan

(a) Gratuity

The Company operates post-employment defined benefit plan that provide gratuity. The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month''s salary for each year of completed service at the time of retirement/exit. The Company''s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation carried out by an independent actuary using the projected unit credit method. The Company recognizes actuarial gains and losses immediately in other comprehensive income, net of taxes. The Company accrues gratuity as per the provisions of the Payment of Gratuity Act, 1972 as applicable as at the balance sheet date. The Company contributes all ascertained liabilities towards gratuity to the Fund. The plan assets have been primarily invested in insurer managed funds. The company provides for gratuity, a defined benefit retiring plan covering eligible employees. The Gratuity plan provides a lump sum payment to the vested employees at retirement, death, incapacitation or termination of employment based on the respective employees salary and tenure of the employment with the company.

Notes:

Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund houses and are valued using the closing Net asset value (NAV).

Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets that are not active.

Level 3 if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted compound instruments.

There are no transfers between any of these levels during the year. The Company''s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

C. Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include:

(i) The use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1

D. Fair value of financial assets and liabilities measured at amortized cost

The Management has assessed that fair value of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets and trade payables approximate their carrying amounts largely due to their short-term nature. Difference between carrying amount of Bank deposits, other financial assets , borrowings and other financial liabilities subsequently measured at amortised cost is not significant in each of the years presented.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note 42: 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 has established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The Committee holds regular meetings and report to board on its activities.

The Company''s risk management policies are established to identify and analyses 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 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 to 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.

(a) 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. The company is exposed to the credit risk from its trade receivables, unbilled revenue, investments, cash and cash equivalents, bank deposits and other financial assets. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.

Trade and other receivables

Trade receivables comprise a widespread customer base. Management evaluates credit risk relating to customers on an ongoing basis. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set for patients without medical aid insurance. Services to customers without medical aid insurance are settled in cash or using major credit cards on discharge date as far as possible. Credit Guarantees insurance is not purchased. The receivables are mainly unsecured; the company does not hold any collateral or a guarantee as security. The provision details of the trade receivable are provided in Note 15 of the financial statements.

Cash and Cash Equivalents

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invests in deposits with banks with high credit ratings assigned by external credit rating agencies; accordingly the Company considers that the related credit risk is low. Impairment on these items is measured on the 12-month expected credit loss basis.

(b) Liquidity risk

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

The Company''s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the group''s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.

(c) Market Risk

Market risk is the risk arising from changes in market prices - such as foreign exchange rates and interest rates - will affect the Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.

(i) Currency Risk

The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities denominated in a currency that is not the Company''s functional currency (''), primarily in respect of US$, and Euro. The Company ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.

Sensitivity Analysis

Any change with respect to strengthening (weakening) of the Indian Rupee against various currencies as at March 31, 2024 and March 31,2023 would have affected the measurement of financial instruments denominated in respective currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates.

(ii) Interest rate risk

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

Most of the Company''s borrowings are on a floating rate of interest. The Company has exposure to interest rate risk, arising principally on changes in Marginal Cost of Funds based Lending Rate (MCLR). The Company uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short term credit lines besides internal accruals.

(iii) Price Risk Exposure

The Company''s exposure to securities price risk arises from investments held in mutual funds & Equity Instrument classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses. Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

43 Leases

(A) Additions to right of use assets

Property, plant and equipment comprises owned and leased assets that do not meet the definition of investment property.

Note : 49 Equity settled share based payments (ESOP) :

Senior level management employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). In respect of options granted during the current year under "Shalby Limited Employee Stock Options Scheme - 2021 (the "Shalby ESOP Scheme 2021") , the cost of equity-settled transactions is determined by the fair value at the date when the grant is made using Black Scholes Method formula which is in accordance with Indian Accounting Standard 102 (Ind AS 102).

The cost of equity settled transaction is recognised, together with a corresponding increase in Equity settled share based payments reserves in other equity, over the period in which the service conditions are fulfilled. This expense is included under the head "Employee benefits expense" as employee share-based expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company''s best estimate of the number of equity instruments that will ultimately vest.

For details of expense recognised in the statement of profit and loss please refer note 31 and for details of movement in share options outstanding account refer note 19 of Financial statements.

Note 51: Business Combination

Acquisition of Multi-Specialty Hospital from P K Healthcare Pvt. Ltd. [Brand Name Sanar International Hospitals] and Healers Hospitals Pvt. Ltd.

The Company entered into a Share Purchase Agreement (SPA) with P K Healthcare Private Limited (''Sanar'') and Mr. Naresh Kapoor & Ms. Prem Kanta Kapoor dated 25^th January, 2024 for acquisition of the Multi-specialty Hospital business (owned and operated by P K Healthcare Pvt Ltd under the brand name of "Sanar International Hospitals" mainly engaged in the business of Blood & Marrow Transplantation, Bone & Joint replacement, Cancer Care, Cardiac surgery, dermatology, gastroenterology, Interventional Radiology, Kidney & Liver transplant, Neurosciences, Pulmonology, Ophthalmology, Plastic & Cosmetic Surgery, Transfusion Medicine.

The Company has acquired 87.26% stake in shareholding of PK Healthcare Private Limited, through preferential allotment of equity shares ? 1000 Million and secondary acquisition from promoters ? 19.20 Million during January 2024. PK Healthcare Pvt. Ltd. is now a subsidiary of the Company effective from 25^th January, 2024.

The acquisition contributed revenue of ? 159.58 million and profit/(loss) after tax of ? (44.20) million for the period between the acquisition date and 31 March 2024. Had the business combination occurred on 01 April 2023, per management estimate, revenues for the financial year ended 31 March 2024 would have been higher by ? 885.94 million and profit/(loss) after tax would have been higher by ? (510.20) million.

The Company has acquired 100% stake in shareholding of Healers Hospital Private Limited through secondary acquisition from existing shareholders during March 2024. Healers Hospital Pvt. Ltd. is now wholly-owned subsidiary of the Company effective from 15^th March, 2024.

The acquisition contributed revenue of ? 1.30 million and profit/(loss) after tax of ? 0.93 million for the period between the acquisition date and 31 March 2024. Had the business combination occurred on 01 April 2023, per management estimate, revenues for the financial year ended 31 March 2024 would have been higher by ? 52.25 million and profit/(loss) after tax would have been higher by ? 34.33 million.

a) Business Combination

The above transaction qualifies as a business combination as per IndAS 103 - "Business Combination" and has been accounted by applying the acquisition method wherein identifiable assets acquired, liabilities assumed are fair valued against the fair value of the consideration transferred and the resultant goodwill recognised.

The Company has complied with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999), to the extent

applicable, the Companies Act, 2013 for such transaction and this transaction is not violative of the Prevention of Money-Laundering

Act, 2002 (15 of 2003).

Note 53: Other Statutory Information

(a) Details of benami property held: No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(b) Registration of charges or satisfaction with Registrar of Companies (ROC): The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.

(c) 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.

(d) Utilisation of borrowed funds and share premium: No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entities ("Intermediaries") except disclosed in Note 52 with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries).

The Company has not received any fund from any party (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(e) Undisclosed income: There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded previously in the books of account.

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

(g) Compliance with number of layers of companies: The Company has complied with the number of layers prescribed under the Section 2(87) of the Companies Act, 2013 read with Companies (Restriction on number of layers) Rules, 2017.

(h) Valuation of Property Plant & Equipment, intangible asset: The Company has not revalued any of its Property, Plant and Equipment (including Right of Use Assets) during the year.

(i) The Company has borrowings from Banks on the basis of security of current assets. Quarterly returns \ statements of current assets filed by the company with banks are in agreement with the books of accounts subject to minor deviations which are not material.

(j) Relationship with struck off companies: The Company has no transactions with the companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of the Companies Act, 1956.

(k) Utilisation of borrowings availed from banks and financial institutions: The borrowings obtained by the company from banks and financial institution have been applied for the purpose for which such loans was taken.

Note 54 : The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits has received Presidential assent and has been published in the Gazette of India. However, the effective date of the Code and final rules for quantifying the financial impact are yet to be notified. The Group will assess the impact of the Code when relevant provisions are notified and will record related impact, if any, in the period the Code becomes effective.

Note 55: Statement of Management

(a) The non current financial assets, current financial assets and other current assets are good and recoverable and are approximately of the values, if realized in the ordinary courses of business unless and to the extent stated otherwise in the Accounts. Provision for all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those stated in the notes.

(b) Balance Sheet, Statement of Profit and Loss, cash flow statement and change in equity read together with Notes to the accounts thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as at the end of the year and financial performance of the Company for the year under review.

(c) No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation.

Note 56: Balances of Sundry Creditors, Sundry debtors, Loans & advances, etc. are subject to confirmation and reconciliation, if any.

As per our report of even date

For T R Chadha & Co LLP For and on behalf of the Board

Chartered Accountants Shalby Limited

Firm Registration No. 006711N/N500028

Brijesh Thakkar Dr. Vikram Shah Shyamal Joshi

Partner Chairman & Managing Director Director

Membership No: 135556 DIN: 00011653 DIN: 00005766

Amit Pathak Tushar Shah

Chief Financial Officer AVP & Company Secretary

Place : Ahmedabad Place : Ahmedabad

Date : May 28, 2024 Date : May 28, 2024

---

Mar 31, 2023

At cash generating unit (CGUs) level, the goodwill is tested for impairment annually at the year-end or more frequently if there are indications that goodwill might be impaired. The entire goodwill balance is allocated to Shalby Hospitals Mohali Unit.

The Company made an assessment of recoverable amount of the CGUs based on value-in-use calculations which uses cash flow projections based on financial budgets approved by management. Cash flow projections were developed covering a ten-year period as at March 31, 2023 and March 31, 2022 which reflects a more appropriate indication/trend of future track of business of the Company.

The key assumptions for the value-in-use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the year. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market.

Discount rates - Management estimates discount rates using pre-tax rates that reflect current market assessments of the risks specific to the CGU, taking into consideration the time value of money and individual risk of the underlying asset that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Company and its operating segments and is derived from its weighted average cost of the capital (WACC).

Growth rates - The growth rates are based on industry growth forecasts. Management determines the budgeted growth rates based on past performance and its expectations of market development. The weighted average growth rates used were consistent with industry reports.

Note 9.2 : Details of Other Equity investment

Investment in other equity includes investment by way of sub-ordinate loan/interest free loan given to subsidiary company which is accounted as equity investment as it is perpetual in nature. During the year company has converted said loan into Equity.

Company has invested 10,00,00,000 bearing 5% Non-Cumulative Non-Convertible Redeemable Preference Shares of Mars Medical Devises Limited each of face value of '' 10 each and it shall be redeemed in 4 equal tranches at the end of 5th Year, 6th Year, 7th Year and 8th Year respectively or redeemed at discretion of Holding Company or as may be decided by Board of Directors of the company but within statutory time limit.

Note:

Shalby Limited has granted loan in tranches, in the form of Quasi Equity to Vrundavan Shalby Hospitals Limited (VSHL), Wholly Owned Subsidiary of the Company. The said Quasi Equity has been converted by VSHL into equity shares during the current financial year, pursuant to the terms of loan agreement dated 05-01-2018 duly executed between both the parties, through allotment of 9,78,091 Fully Paid up Equity shares having face value of '' 100/- each at a price of '' 100/- per share amounting to '' 97.81 Million to Shalby Limited.

At the meeting of Board of Directors of Shalby Limited held on January 17, 2023, Vrundavan Shalby Hospitals Limited (VSHL), has started its business operations and it has been be treated as a going concern. Accordingly, company has re-classified its investment from Assets Held for Sale.

Note 19.2 : Rights, Preferences and Restrictions

The Authorised Share Capital of the Company consists of Equity Shares having nominal value of '' 10/- each. The rights and privileges to equity shareholders are general in nature and allowed under Companies Act, 2013.

The equity shareholders shall have:

(i) a right to vote in shareholders'' meeting. On a show of hands, every member present in person shall have one vote and on a poll, the voting rights shall be in proportion to his share of the paid up capital of the Company;

(ii) a right to receive dividend in proportion to the amount of capital paid up on the shares held.

The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting of the Company if calls or other sums payable have not been paid on due date.

In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in proportion to the paid up capital.

Note 19.5

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

Nature and Purpose of other reserves

Securities Premium: The amount received in excess of face value of the equity shares is recognised in Share Premium Reserve. This is not available for distribution of dividend but can be utilised for issuing bonus shares.

Capital Redemption Reserve: In terms of provisions contained in Section 55 of the Companies Act 2013, the Company has, upon redemption of Preference Shares pursuant to resolution passed at the meeting held on 20th December 2016, transferred the amount equivalent to the face value of Preference Shares from the accumulated profits to Capital Redemption Reserve. This fund can be utilized only for issuing fully paid bonus shares. No dividends can be distributed out of this fund.

Retained Earnings: Retained Earnings represents surplus/accumulated earnings of the Corporation and are available for distribution to shareholders.

Reserve for Shared based Payment : The Reserve for shared based payments account is used to record fair value of equity-settled, share based payment transaction with employees. The amounts recorded in reserves for shared based payment accounts are transferred to security premium upon the exercise of the stock options and transfer to the general reserve on accounts of stock option not exercise by employee.

Note 38: Employee Benefits Note 38.1 Defined contribution plan

The Company has defined contribution plan in form of Provident Fund & Pension Scheme and Employee State Insurance Scheme for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The total expense recognised in the Statement of profit and loss under employee benefit expenses in respect of such schemes are given below:

Note 38.2 : Defined benefit plan

(a) Gratuity

The Company operates post-employment defined benefit plan that provide gratuity. The gratuity plan entitles an employee, who has rendered at least five years of continuous service, to receive one-half month''s salary for each year of completed service at the time of retirement/exit. The Company''s obligation in respect of the gratuity plan, which is a defined benefit plan, is provided for based on actuarial valuation carried out by an independent actuary using the projected unit credit method. The Company recognizes actuarial gains and losses immediately in other comprehensive income, net of taxes. The Company accrues gratuity as per the provisions of the Payment of Gratuity Act, 1972 as applicable as at the balance sheet date. The Company contributes all ascertained liabilities towards gratuity to the Fund. The plan assets have been primarily invested in insurer managed funds.

The company provides for gratuity, a defined benefit retiring plan covering eligible employees. The Gratuity plan provides a lump sum payment to the vested employees at retirement, death, incapacitation or termination of employment based on the respective employees salary and tenure of the employment with the company.

(c) Sensitivity analysis

The sensitivity of the defined benefit obligation to changes in the weighted principal assumption is:

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined obligation calculated with the projected unit credit method at the end of reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior year.

(e) Risk exposure

Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are detailed below: Asset volatility

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit.

The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its group gratuity scheme. Accordingly almost the entire plan asset investment is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.

Changes in bond yields

A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans'' assets maintained by the insurer.

(f) Defined benefit liability and employer contribution

The Company generally eliminates the deficit in the defined benefit gratuity plan with in next one year.

Expected contribution to the post -employment benefit plan (Gratuity) for the year ending March 31,2024 is '' 91,02,265/-.

The weighted average duration of the defined benefit obligation is 3.35 years (As at 31st March 2022 - 8.68 years).

Note 39 : Segment information

The Company is mainly engaged in the business of setting up and managing hospitals and medical diagnostic services which constitute a single business segment. These activities are mainly conducted only in one geographical segment viz, India. Therefore, the disclosure requirements under the Ind AS 108 "Operating Segments" are not applicable.

The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Company consists of net debt (borrowings offset by cash and bank balances) and total equity of the Company.

Fair value hierarchy

The following section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value through profit or loss. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial investments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund houses and are valued using the closing Net asset value (NAV).

Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets that are not active.

Level 3 if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted compound instruments.

There are no transfers between any of these levels during the year. The Company''s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

C. Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include:

(i) The use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1

D. Fair value of financial assets and liabilities measured at amortized cost

The Management has assessed that fair value of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets and trade payables approximate their carrying amounts largely due to their short-term nature. Difference between carrying amount of Bank deposits, other financial assets, borrowings and other financial liabilities subsequently measured at amortised cost is not significant in each of the years presented.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

The Company''s board of directors has overall responsibility for the establishment and oversight of the Company''s risk management framework. The board has established the Risk Management Committee, which is responsible for developing and monitoring the Company''s risk management policies. The Committee holds regular meetings and report to board on its activities.

The Company''s risk management policies are established to identify and analyses 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 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 to 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.

(a) 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. The company is exposed to the credit risk from its trade receivables, unbilled revenue, investments, cash and cash equivalents, bank deposits and other financial assets. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.

Trade and other receivables

Trade receivables comprise a widespread customer base. Management evaluates credit risk relating to customers on an ongoing basis. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set for patients without medical aid insurance. Services to customers without medical aid insurance are settled in cash or using major credit cards on discharge date as far as possible. Credit Guarantees insurance is not purchased. The receivables are mainly unsecured; the company does not hold any collateral or a guarantee as security. The provision details of the trade receivable are provided in Note 15 of the financial statements.

Cash and Cash Equivalents

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invests in deposits with banks with high credit ratings assigned by external credit rating agencies; accordingly the Company considers that the related credit risk is low. Impairment on these items is measured on the 12-month expected credit loss basis.

(b) Liquidity risk

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

The Company''s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the group''s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.

Liquidity Table

The Company''s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods is given below. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on

which the Company can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is based on the earliest date on which the Company may be required to pay.

(c) Market Risk

Market risk is the risk arising from changes in market prices - such as foreign exchange rates and interest rates - will affect the Company''s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.

(i) Currency Risk

The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities denominated in a currency that is not the Company''s functional currency (''), primarily in respect of US$, and Euro. The Company ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.

Sensitivity Analysis

Any change with respect to strengthening (weakening) of the Indian Rupee against various currencies as at March 31, 2023 and March 31,2022 would have affected the measurement of financial instruments denominated in respective currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates.

(ii) interest rate risk

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

Most of the Company''s borrowings are on a floating rate of interest. The Company has exposure to interest rate risk, arising principally on changes in Marginal Cost of Funds based Lending Rate (MCLR). The Company uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short term credit lines besides internal accruals.

Interest rate risk sensitivity:

The below mentioned sensitivity analysis is based on the exposure to interest rates for floating rate borrowings. For this it is assumed that the amount of the floating rate liability outstanding at the end of the reporting period was outstanding for the whole year. If interest rate had been 50 basis points higher or lower, other variables being held constant, following is the impact on profit.

(iii) Price Risk Exposure

The Company''s exposure to securities price risk arises from investments held in mutual funds & Equity Instrument classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses. Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

The company has initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). The above mentioned information has been compiled to the extent of responses received by the company from its suppliers with regard to their registration under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006).

The nature of services and its disclosure of timing of satisfaction of performance obligation is mentioned in para 4.8 of Note No. 4.

Contract Liabilities in the balance sheet constitutes advance payments and billings in excess of revenue recognised. The Company expects to recognise such revenue in the next financial year.

There were no significant changes in contract assets and contract liabilities during the reporting period except amount as mentioned in the table and explanation given above.

Under the payment terms generally applicable to the Company''s revenue generating activities, prepayments are received only to a limited extent. Typically, payment is due upon or after completion of the services.

The Company generates revenue from knee replacement surgeries, other indoor and outdoor patient discharges, diagnostic services. clinical trials, trainings and other sales of medicines and Medicare items.

The revenue from rendering Healthcare services and Pharmaceutical products satisfies ''at a point in time'' recognition criteria as prescribed by IND AS 115.

Note 49 : Un-hedged Foreign Currency Exposure

The company does not enter into forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitments. The company does not enter into any derivative instruments for trading or speculative purposes.

Note : 50 Equity settled share based payments (ESOP) :

Senior level management employees of the Company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). In respect of options granted during the current year under "Shalby Limited Employee Stock Options Scheme - 2021 (the "Shalby ESOP Scheme 2021"), the cost of equity-settled transactions is determined by the fair value at the date when the grant is made using Black Scholes Method formula which is in accordance with Indian Accounting Standard 102 (Ind AS 102).

The cost of equity settled transaction is recognised, together with a corresponding increase in Equity settled share based payments reserves in other equity, over the period in which the service conditions are fulfilled. This expense is included under the head "Employee benefits expense" as employee share-based expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company''s best estimate of the number of equity instruments that will ultimately vest.

Expense for the period from grant date to reporting date recognised is '' 5.23 Mn (March 31,2022: NIL).

Note 52 : Disclosure to Reporting under Rule 11(e) and Rule 11(f) of the Companies (Audit and Auditors) Rules, 2014

The company (Funding Party) has made investment and provided loan to its subsidiary company Mars Medical Devices Limited (intermediary) for the purpose of investing or giving for Working Capital to the intermediary''s wholly owned subsidiaries (ultimate beneficiary) Shalby Advanced Technologies and Shalby Global Technologies PTE. Limited

The Company has complied with relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999), to the extent applicable, the Companies Act, 2013 for such transactions and these transactions do not violate the Prevention of Money-Laundering Act, 2002 (15 of 2003).

Note 53 : Other Statutory information

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

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

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

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

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

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

(e) The Company has not advanced or loaned or invested funds to any other person(s) or entity(is), including foreign entities (Intermediaries) except disclosed in Note 52 with the understanding that the Intermediary shall:

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

(ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries. A6

(f) The Company does not have any 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.

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

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

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

(j) The Company does not have any transactions with the companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956 for the year ended / as at March 31,2023.

(k) Company has acquired Land on lease at Indore in year 2019 for a period of 30 years with a plan for additional unit at Indore. Due to change in local business estimates management decided to liquidate the said land and accordingly one-time loss amounting to '' 44.37 Million on relinquishment of right of use of land has been recognized as expense in exceptional item in the financial statement.

Note 54 : The Code on Social Security, 2020 (''Code'') relating to employee benefits during employment and post-employment benefits has received Presidential assent and has been published in the Gazette of India. However, the effective date of the Code and final rules for quantifying the financial impact are yet to be notified. The Group will assess the impact of the Code when relevant provisions are notified and will record related impact, if any, in the period the Code becomes effective.

Note 55 : Statement of Management

(a) The non current financial assets, current financial assets and other current assets are good and recoverable and are approximately of the values, if realized in the ordinary courses of business unless and to the extent stated otherwise in the Accounts. Provision for all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those stated in the notes.

(b) Balance Sheet, Statement of Profit and Loss, cash flow statement and change in equity read together with Notes to the accounts thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as at the end of the year and financial performance of the Company for the year under review.

Note 56: Balances of Sundry Creditors, Sundry debtors, Loans & advances, etc. are subject to confirmation and reconciliation, if any.

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Mar 31, 2018

Note 1 : Corporate Information

Shalby Limited (the company) is a company engaged in healthcare delivery space and listed with bourses in India. The registered office of the Company is located at Opposite Karnavati Club, Sarkhej Gandhinagar Highway, Near Prahladnagar Garden, Ahmedabad - 380 015. The company operates as a chain of multispecialty hospitals across India. The business of the company is to offer tertiary and quaternary healthcare services to patients in various areas of specialization such as orthopedics, complex joint replacements, cardiology, neurology, oncology, renal transplantations etc.

The standalone Ind AS financial statements for the year ended March 31, 2018 were authorized for issue in accordance with resolution passed by the Board of Directors of the company on May 7, 2018.

Note 2 : Basis of Preparation

These standalone Ind AS financial statements of the company have been prepared in accordance with Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable. For all periods up to and including the year ended March 31, 2017, the Company prepared its financial statements in accordance with the then applicable Accounting Standards in India (‘previous GAAP’). These financial statements for the year ended March 31, 2018 are the first Ind AS financial statements. The date of transition to Ind AS is April 1, 2016. The comparative figures in the Balance Sheet as at March 31, 2017 and April 1, 2016 and Statement of Profit and Loss and Cash Flow Statement for the year ended March 31, 2017 have been restated accordingly. Accounting Policies have been consistently applied except where newly issued accounting standard is initially adopted or revision to the existing standards requires a change in the accounting policy hitherto in use. Management evaluates all recently issued or revised accounting standards on an on-going basis.

Refer Note 4.21 for the explanations of transition to Ind AS including the details of first-time adoption exemptions availed by the Company.

2.1 Statement of Compliance

The standalone Ind AS financial statements comprising Balance Sheet, Statement of Profit and Loss, Statement of Changes in Equity and Cash Flow Statement, together with notes for the year ended March 31, 2018 have been prepared in accordance with Ind AS as notified under section 133 of the Companies’ Act, 2013 (“the Act”) duly approved by the Board of Directors at its meeting held on May 7, 2018.

2.2 Basis of Measurement

The standalone Ind AS financial statements of the Company have been prepared and presented in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis of accounting, except for certain Assets and Liabilities as stated below:

(a) Financial instruments (assets / liabilities) classified as Fair Value through profit or loss or Fair Value through Other Comprehensive Income are measured at Fair Value.

(b) The defined benefit asset/liability is recognised as the present value of defined benefit obligation less fair value of plan assets.

(c) Assets held for sale measured at fair value less cost to sales

The above items have been measured at Fair Value and the methods used to measure Fair Values are discussed further in Note 4.18.

2.3 Functional and Presentation Currency

Items included in the standalone financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (“the functional currency”). Indian Rupee is the functional currency of the Company.

The standalone financial statements are presented in Indian Rupees (Rs.) which is the company’s presentation currency, and all the values are rounded to the nearest millions except when otherwise stated.

2.4 Standard issued but not yet effective

Ministry of Corporate Affairs (MCA) issued the Companies (Indian Accounting Standards) (Amendments) Rules, 2018, (‘the Rules’) on 28th March, 2018.The rules notify the new Revenue Standard Ind AS 115 ‘Revenue from Contracts with Customers’ and also bring in amendments to existing Ind AS. The rules shall be effective from reporting period beginning on or after April 1, 2018 and cannot be reported early. Hence, not applied in the preparation of these financial statements.

2. Optional exemptions

(a) Deemed cost for property, plant and equipment, and intangible assets

Ind AS 101 permits a first-time adopter to opt to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 “Intangible Assets”

Accordingly, the Company has opted to measure all of its property, plant and equipment, and intangible assets at their previous GAAP carrying value.

(b) Investments in subsidiaries, joint ventures and associates

IND AS 101 provides the option to the firsttime adopter to account for its investments in subsidiaries, joint ventures and associates at either cost determined in accordance with IND AS 27 or in accordance with IND AS 109.

Accordingly, the Company has opted to measure such investments at cost in accordance with Ind AS 27.

(c) Past Business Combinations

Ind AS 101 allows a first-time adopter to opt not to apply Ind AS 103 “Business Combinations” retrospectively to past business combinations that occurred before the date of transition to Ind AS.

The Company has opted not to apply Ind AS 103 retrospectively to past business combinations that occurred before the transition date of April 1, 2016.

(d) Determining whether an arrangement contains a lease

The Company has applied Appendix C of Ind AS 17 determining whether an arrangement contains a lease on the basis of facts and circumstances existing at the transition date.

The Company has leases of land. The classification of each land as finance lease or operating lease at the date of transition to Ind AS is done based on the basis of facts and circumstances existing as at that date.

Note

The company has elected to continue with the carrying value of all of its property, plant and equipment recognised as of April 1, 2016 (transition date), measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

Note

The company has elected to continue with the carrying value of all of its intangible assets recognised as of April 1, 2016 (transition date), measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date. Details of gross block, accumulated depreciation and net block as per Indian GAAP are given in note 7.3

Note

1 The company had applied for registration of nine trademarks to Controller General of Patents Design and Trademarks, Department of Industrial Policy & Promotion during the period from March 2011 to July 2014, against which either the Department has objected or third parties have opposed for Registration. The Company, through it’s legal counsel, has submitted the requisite replies. Pending final registration, the amounts paid towards the same are shown as Intangible assets under Development.

2 The company has elected to continue with the carrying value of all of intangible assets under development recognised as of April 1, 2016 (transition date), measured as per the previous GAAP and use that carrying value as its deemed cost as of the transition date.

Note:

(i) In pursuance of agreement executed between the company and one of the subsidiary companies i.e. Vrundavan Shalby Hospitals Ltd., the outstanding balance as on December 31, 2017 on account of loans granted to such subsidiary has been classified as convertible loan since the same is convertible into equity at the option of the subsidiay company’s management.

(ii) The above loans were given for meeting cash flow (working capital) requirement of these companies at interest rate in compliance with section 186(7) of Companies Act 2013 which are generally repayable within a year unless extended by mutual consent.

Note:

In case of one of the subsidiary company i.e. Vrundavan Shalby Hospitals Limited (“such subsidiary company”), the proceeding u/s. 397398 of the Companies Act, 1956, instituted by two shareholders of the company vide company petition no. 18/2015 (CA 14/2017) before Company Law Board and later upon order of Hon’ble High Court of Mumbai at Goa remanded back to Hon’ble National Company Law Tribunal (NCLT), Mumbai Bench, has been disposed off vide order dated August 18, 2017 in pursuance of final settlement arrived at between the parties to the dispute post filing the consent terms dated July 14, 2017 before the appropriate authorities.

Pursuant to aforesaid settlement and consent terms dated July 14, 2017 filed before NCLT, the two shareholders, i.e. Dr. Digambar Naik and Mrs. Mangala Naik, agreed to transfer their balance entire 45% shareholding in such subsidiary company i.e. 40,500 shares owned by Dr. Digambar Naik and 40,500 shares owned by Mrs. Mangala Naik, in favour of Shalby Ltd., at agreed total consideration of Rs.46.80 Million to be paid by Shalby Ltd. Such subsidiary company, by virtue of such settlement and upon transfer of aforesaid shares, became wholly owned subsidiary Company of Shalby Limited.

Further, upon resolution passed by the Board of Directors of such subsidiary company in its meeting held on January 9, 2018, to suspend the entire operations with immediate effect and consider such subsidiary company as non- going entity, the Board of Directors of the Company in its meeting held on January 9, 2018 had decided to sale its investments in equity instruments of such subsidiary company. Therefore, investments in equity instruments of such subsidiary company has been classified as assets held for sale. The carrying value of investment in equity instruments of such subsidiary company as at March 31, 2018 amounts to Rs.131.92 Million. Based on the circle rates prevailing currently, the management expects to realise the consideration higher than the carrying amount of investments in equity instruments of such subsidiary company. Management expects the process of sale to be completed within 12 months from March 31, 2018.

Note 3.1 Rights, Preferences and Restrictions

The Authorised Share Capital of the Company consists of Equity Shares and Preference Shares both having nominal value of Rs.10 each. The rights and privileges to equity shareholders are general in nature and allowed under Companies Act, 2013.

The equity shareholders shall have:

(i) a right to vote in shareholders’ meeting. On a show of hands, every member present in person shall have one vote and on a poll, the voting rights shall be in proportion to his share of the paid up capital of the Company;

(ii) a right to receive dividend in proportion to the amount of capital paid up on the shares held.

The shareholders are not entitled to exercise any voting right either in person or through proxy at any meeting of the Company if calls or other sums payable have not been paid on due date.

In the event of winding up of the Company, the distribution of available assets/losses to the equity shareholders shall be in proportion to the paid up capital.

Note 3.2 Preference Shares

The Preference Share Capital comprising of 5,33,100 convertible / redeemable Preference Shares of Rs.10 each issued at premium have been considered and classified as Borrowings and accordingly disclosed under the head non current borrowings at amortised cost and the difference between the value of Preference Shares and the amortised cost has been adjusted against the opening reserves.

Note:

(i) In terms of provisions contained in Section 55 of the Companies Act 2013, the Company has, upon redemption of Preference Shares pursuant to resolution passed at the meeting held on December 20, 2016, transferred the amount equivalent to the face value of Preference Shares from the accumulated profits to Capital Redemption Reserve.

Note:

1 The above term loans have been availed by the company for the purpose of reimbursement of Capex incurred by hospitals at S. G. Highway and Bopal and for the purpose of Capex at its hospital at Jabalpur, Jaipur, Naroda, Indore, Surat and Mohali.

2 Pursuant to directions issued by the Reserve Bank of India, the buyers’ credit issued by AD Category - I banks are no longer entitled to be rolled over and therefore the entire outstanding amount of buyers’ credit are due for repayment within the period of 12 months. Acoordingly, the same has been classified under the head “ Current Financial Liabilities.”

3 Reference is invited to note 20.4 with regard to disclosure of preference share capital.

The Company, having established Super Specialty Hospitals at Indore and Jabalpur both in the State of Madhya Pradesh and at Naroda (Ahmedabad) and Surat both in the State of Gujarat, becomes eligible for one time incentive towards development of Healthcare sector in terms of policies of respective State Government in this regard. The incentive is based on capital investment and therefore is recognised in the form of capital subsidy. The same, being available against the entire capital investment, has been recognised and classified in accordance with Significant Accounting Policy referred at note 4.12 to the financial statements.

Note 4: Employee Benefits

Note 4.1 Defined Contribution Plan

The Company has defined contribution plan in form of Provident Fund & Pension Scheme and Employee State Insurance Scheme for qualifying employees. Under the Schemes, the Company is required to contribute a specified percentage of the payroll costs to fund the benefits. The total expense recognised in the Statement of profit and loss under employee benefit expenses in respect of such schemes are given below:

Note 4.2 Defined Benefit Plan

(a) Gratuity

The Company offers gratuity plan for its qualified employees which is payable as per the requirements of Payment of Gratuity Act, 1972. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting.

(b) Defined Benefit Plan

The principal assumptions used for the purposes of the actuarial valuations were as follows.

(c) Sensitivity Analysis

The sensitivity of the defined benefit obligation to changes in the weighted principal assumption is:

The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions the same method (present value of the defined obligation calculated with the projected unit credit method at the end of reporting period) has been applied as when calculating the defined benefit liability recognised in the balance sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior year.

(e) Risk Exposure

Through its defined benefit plans, the group is exposed to a number of risks, the most significant of which are detailed below:

Asset volatility

The plan liabilities are calculated using a discount rate set with reference to bond yields; if plan assets underperform this yield, this will create a deficit.

The gratuity fund is administered through Life Insurance Corporation of India (insurer) under its Group Gratuity Scheme. Accordingly almost the entire plan asset investment is maintained by the insurer. These are subject to interest rate risk which is managed by the insurer.

Changes in bond yields

A decrease in bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans’ assets maintained by the insurer.

(f) Defined benefit liability and employer contribution

The Company generally eliminates the deficit in the defined benefit gratuity plan within next one year.

Expected contribution to the post-employment benefit plan (Gratuity) for the year ending March 31, 2019 is Rs.3.65 Million.

The weighted average duration of the defined benefit obligation is 10.85 years (2016 - 10.6 years, 2015 - 10.53 years).

Note 5: Segment Information

The Company is mainly engaged in the business of setting up and managing hospitals and medical diagnostic services which constitute a single business segment. These activities are mainly conducted only in one geographical segment viz, India. Therefore, the disclosure requirements under the Ind AS 108 “Operating Segments” are not applicable.

Note 6: Business Combinations Summary of acquisition

Pursuant to scheme of Arrangement under Section 391 to 394 of the Companies Act, 1956, the Company on September 7, 2015 acquired Hospital division of Kamesh Bhargava Hospital and Research Centre Limited on a going concern basis. The acquisition has been accounted for using the acquisition method of accounting.

Note 7: Capital Management

The Company manages its capital to ensure that entities in the Company will be able to continue as going concerns while maximizing the return to stakeholders through the optimization of the debt and equity balance. The capital structure of the Company consists of net debt (borrowings offset by cash and bank balances) and total equity of the Company.

Fair value hierarchy

The following section explains the judgments and estimates made in determining the fair values of the financial instruments that are recognized and measured at fair value through profit or loss. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial investments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

Notes:

Level 1 hierarchy includes financial instruments measured using quoted prices (unadjusted) in active market for identical assets that the entity can access at the measurement date. This represents mutual funds that have price quoted by the respective mutual fund houses and are valued using the closing Net asset value (NAV).

Level 2 hierarchy includes the fair value of financial instruments measured using quoted prices for identical or similar assets in markets that are not active.

Level 3 if one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted compound instruments.

There are no transfers between any of these levels during the year. The Company’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as at the end of the reporting period.

C. Valuation techniques used to determine fair value

Specific valuation techniques used to value financial instruments include:

(i) The use of quoted market prices or mutual fund houses quotes (NAV) for such instruments. This is included in Level 1

D. Fair value of financial assets and liabilities measured at amortized cost

The Management has assessed that fair value of loans, trade receivables, cash and cash equivalents, other bank balances, other financial assets and trade payables approximate their carrying amounts largely due to their short-term nature. Difference between carrying amount of Bank deposits, other financial assets, borrowings and other financial liabilities subsequently measured at amortised cost is not significant in each of the years presented.

For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.

Note 8: 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 has established the Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The Committee holds regular meetings and report to board on its activities.

The Company’s risk management policies are established to identify and analyses 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 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 to 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.

(a) 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. The company is exposed to the credit risk from its trade receivables, unbilled revenue, investments, cash and cash equivalents, bank deposits and other financial assets. The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets.

Trade and other receivables

Trade receivables comprise a widespread customer base. Management evaluates credit risk relating to customers on an ongoing basis. If customers are independently rated, these ratings are used. Otherwise, if there is no independent rating, risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set for patients without medical aid insurance. Services to customers without medical aid insurance are settled in cash or using major credit cards on discharge date as far as possible. Credit Guarantees insurance is not purchased. The receivables are mainly unsecured; the company does not hold any collateral or a guarantee as security. The provision details of the trade receivable are provided in Note 15 of the financial statements.

Cash and Cash Equivalents

Credit risk on cash and cash equivalents and other deposits with banks is limited as the Company generally invests in deposits with banks with high credit ratings assigned by external credit rating agencies; accordingly the Company considers that the related credit risk is low. Impairment on these items is measured on the 12-month expected credit loss basis.

(b) Liquidity risk

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

The Company’s treasury maintains flexibility in funding by maintaining liquidity through investments in liquid funds and other committed credit lines. Management monitors rolling forecasts of the group’s liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.

Liquidity Table

The Company’s remaining contractual maturity for its non-derivative financial liabilities with agreed repayment periods is given below. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The tables include both interest and principal cash flows. The contractual maturity is based on the earliest date on which the Company may be required to pay.

(c) Market Risk

Market risk is the risk arising from changes in market prices - such as foreign exchange rates and interest rates - will affect the Company’s income or the value of its holdings of financial instruments. Market risk is attributable to all market risk sensitive financial instruments including foreign currency receivables and payables and long term debt. The Company is exposed to market risk primarily related to foreign exchange rate risk, interest rate risk and the market value of the investments. Thus, the exposure to market risk is a function of investing and borrowing activities and revenue generating and operating activities in foreign currency.

(i) Currency Risk

The Company is exposed to currency risk on account of foreign currency transactions including recognized assets and liabilities denominated in a currency that is not the Company’s functional currency O, primarily in respect of US$, and Euro. The Company ensures that the net exposure is kept to an acceptable level and is remain a net foreign exchange earner.

Exposure to currency risk

The currency profile of financial assets and financial liabilities are given below:

Sensitivity Analysis

Any change with respect to strengthening (weakening) of the Indian Rupee against various currencies as at March 31, 2018 and March 31, 2017 would have affected the measurement of financial instruments denominated in respective currencies and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates.

(ii) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s debt obligations with floating interest rates and investments

Most of the Company’s borrowings are on a floating rate of interest. The Company has exposure to interest rate risk, arising principally on changes in Marginal Cost of Funds based Lending Rate (MCLR). The Company uses a mix of interest rate sensitive financial instruments to manage the liquidity and fund requirements for its day to day operations like short term credit lines besides internal accruals.

Interest rate risk sensitivity:

The below mentioned sensitivity analysis is based on the exposure to interest rates for floating rate borrowings. For this it is assumed that the amount of the floating rate liability outstanding at the end of the reporting period was outstanding for the whole year. If interest rate had been 50 basis points higher or lower, other variables being held constant, following is the impact on profit.

(iii) Price Risk Exposure

The Company’s exposure to securities price risk arises from investments held in mutual funds and classified in the balance sheet at fair value through profit or loss. To manage its price risk arising from such investments, the Company diversifies its portfolio. Further these are all debt base securities for which the exposure is primarily on account of interest rate risk. Quotes (NAV) of these investments are available from the mutual fund houses.

Profit for the year would increase/decrease as a result of gains/losses on these securities classified as at fair value through profit or loss.

Note 9: Leasing arrangements: The Company being a lessee Operating lease arrangements

The Company has entered into operating lease arrangements for land and premises. The leases are non-cancellable and are for a period of 5 to 30 years and may be renewed for a further period, based on mutual agreement of the parties.

Note 10: Reconciliation between previous GAAP and Ind AS

Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

* The previous GAAP figures have been reclassified to confirm to Ind AS presentation requirements for the purposes of this note.

1. Reference is invited to note 4.3 to the financial statements. Leasehold land with lease term of 99 years or more and renewable with mutual consent are considered as finance leases with perpetual lease term and the same are not amortized with effect from April 1, 2016. Accordingly, for the amortization provided on such leasehold land during the year amounting to Rs.7.38 Million have been given effect in the value of Property, Plant and Equipment and corresponding effect has been given in Capital work in progress.

2. Prior period depreciation income (Net) amounting to Rs.0.97 Million have been credited to profit and loss account against depreciation expense and corresponding effects has been given in Property, Plant and Equipment.

3. Reference is invited to note 54 to the financial statements. In view of the same, deferred tax liability has been restated to the extent of Rs.171.62 Million.

4. Prior period adjustments have been given effect.

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

1. Reference is invited to note 54 to the financial statements. In view of the same, deferred tax liability has been restated to the extent of Rs.11.70 Million and MAT credit amounting to Rs.190.00 Million is recognised.

2. Prior period adjustments have been given effect.

3. Reference is invited to note 20.4 to the financial statements.

* The previous GAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.

1. Prior period adjustments have been given effect.

2. Being actuarial gains / (losses) have been reclassified to other comprehensive income.

3. Reference is invited to note 54 to the financial statements. In view of the same, deferred tax liability has been restated to the extent of Rs.159.92 Million MAT credit had been carried to earlier years amounting to Rs.190.00 Million. Further deferred tax liability is created on reclassification of actuarial gains and losses amounting to Rs.1.24 Million.

The company has initiated the process of obtaining confirmation from suppliers who have registered themselves under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006). The above mentioned information has been compiled to the extent of responses received by the company from its suppliers with regard to their registration under Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act, 2006).

(b) Confirmations

The company has circulated letters of Balance Confirmation to Sundry Debtors, Sundry Creditors and the parties to whom loans and advances have been granted. Confirmations were received in some cases.

Note 11 : IPO disclosure

The Company during the financial year 2017-18, has made an Initial Public Offer (IPO) of Rs.5,048 Million, comprising of fresh issue of Rs.4,800 Million and offer for sale of Rs.248 Million by one of the promoters.

The Company has incurred Rs.245.20 Mn. (exclusive of recovery from promoters) towards the offer related expenses as tabulated below. These expenses have been incurred in connection with raising of fresh equity capital and the same has been appropriated out of”Securities Premium Account”. However, for Income Tax purpose the same will be claimed in five equal installments under section 35D of Income Tax Act, 1961.

Note 12: Un-hedged Foreign Currency Exposure

The company does not enter into forward exchange contracts to hedge against its foreign currency exposures relating to the underlying transactions and firm commitments. The company does not enter into any derivative instruments for trading or speculative purposes.

Note 13: MAT Credit Entitlement and Deferred Tax assets / Liabilities

During the financial year ending on March 31, 2017, the Company recognized MAT credit entitlement aggregate amounting to Rs.300.03 million in respect of financial year 2016-17 and also in respect of earlier financial years. The Company while compiling the financial statements for the year under review in accordance with the provisions of Ind AS has restated the amounts of MAT credit entitlement under the respective financial years in order to normalize the tax impact.

Similarly, the Company has also restated the amounts of Deferred Tax recognized during the financial year under review, under respective financial years in order to normalize the tax impact.

Note 14: Statement of Management

(a) The non current financial assets, current financial assets and other current assets are good and recoverable and are approximately of the values, if realized in the ordinary courses of business unless and to the extent stated otherwise in the Accounts. Provision for all known liabilities is adequate and not in excess of amount reasonably necessary. There are no contingent liabilities except those stated in the notes.

(b) Balance Sheet, Statement of Profit and Loss, cash flow statement and change in equity read together with Notes to the accounts thereon, are drawn up so as to disclose the information required under the Companies Act, 2013 as well as give a true and fair view of the statement of affairs of the Company as at the end of the year and financial performance of the Company for the year under review.

Note 15: The figures for the previous year have been regrouped / reclassified, wherever necessary, to make them comparable with the figures for the current year. Figures are rounded off to nearest millions.