A provision is recognized when the enterprise has apresent obligation (legal or constructive) as a resultof a past event and it is probable that an outflow ofresources embodying economic benefits will berequired to settle the obligation, in respect of whicha reliable estimate can be made. These are reviewedat each balance sheet date and adjusted to reflect thecurrent management estimates.
If the effect of the time value of money is material,provisions are determined by discounting the expectedfuture cash flows specific to the liability. The unwindingof the discount is recognized as finance cost.
Contingent Liabilities are disclosed in respect ofpossible obligations that arise from past events buttheir existence is confirmed by the occurrence or non¬occurrence of one or more uncertain future events notwholly within the control of the Company.
A contingent asset is a possible asset that arises frompast events and whose existence will be confirmed onlyby the occurrence or non-occurrence of one or moreuncertain future events not wholly within the control ofthe entity. Contingent Assets are not recognized till therealization of the income is virtually certain. However,the same are disclosed in the financial statementswhere an inflow of economic benefit is probable.
Revenue includes the gross inflows of economic benefits. It is measured based on the consideration specified in thecontracts with customers. Amounts collected on behalf of third parties such as goods and services taxes are not economicbenefits which flow to the entity and do not result in increases in equity. Therefore, they are excluded from revenue.
Ind AS 115 establishes a comprehensive framework for determining whether, how much and when revenue is recognized.Under Ind AS 115, revenue is recognised when a customer obtains control of the goods or services. Determining thetiming of the transfer of control - at a point in time or over a period of time requires judgement and facts / circumstancesof transaction / income.
Contract liabilities
A contract liability is the obligation to provides servicesto a customer for which the Company has receivedconsideration from the customer. If a customer paysconsideration before the Company provides servicesto the customer, a contract liability is recognisedwhen the payment is made. Contract liabilities arerecognised as revenue when the Company performsunder the contract.
O. LeasesIdentifying leases
The Company accounts for a contract, or a portionof a contract, as a lease when it conveys the rightto use an asset for a period of time in exchange forconsideration. Leases are those contracts that satisfythe following criteria:
(i) There is an identified asset;
(ii) The Company obtains substantially all theeconomic benefits from use of the asset; and
(iii) The Company has the right to directuse of the asset.
The Company considers whether the supplier hassubstantive substitution rights. If the supplier doeshave those rights, the contract is not identified asgiving rise to a lease.
In determining whether the Company obtainssubstantially all the economic benefits from use ofthe asset, the Company considers only the economicbenefits that arise from use of the asset, not thoseincidentals to legal ownership or other potential benefits.
In determining whether the Company has the right todirect use of the asset, the Company considers whetherit directs how and for what purpose the asset is usedthroughout the period of use. If there are no significantdecisions to be made because they are pre-determineddue to the nature of the asset, the Company considerswhether it was involved in the design of the asset in away that predetermines how and for what purpose theasset will be used throughout the period of use. If thecontract or portion of a contract does not satisfy thesecriteria, the Company applies other applicable Ind ASrather than Ind AS 116.
Rental income is recognised as part of other incomein the Statement of Profit and Loss on a straight-linebasis over the term of the lease except where the
rentals are structured to increase in line with expectedgeneral inflation.
Dividend income is recognised in profit or loss on thedate on which the Company's right to receive paymentis established.
Interest income or expense is recognised using theeffective interest method.
The 'effective interest rate' is the rate that exactlydiscounts estimated future cash payments or receiptsthrough the expected life of the financial instrument to:
- the gross carrying amount of the financial asset; or
- the amortised cost of the financial liability.
Tax expense recognised in Statement of Profit andLoss comprises the sum of deferred tax and currenttax. It is recognised in the Statement of Profit and Loss,except when it relates to an item that is recognised inOCI or directly in equity, in which case, the tax is alsorecognised in OCI or directly in equity.
(i) Current tax
Current tax comprises the expected tax payableor refund receivable on the taxable income or lossfor the year and any adjustment to the tax payableor receivable in respect of previous years. Theamount of current tax reflects the best estimateof the tax amount expected to be paid or refundreceivable after considering the uncertainty, ifany, related to income taxes. It is measured usingtax rates (and tax laws) enacted or substantivelyenacted by the reporting date.
Current tax assets and current tax liabilities areoffset only if there is a legally enforceable right toset off the recognised amounts, and it is intendedto realise the asset and settle the liability on a netbasis or simultaneously.
(ii) Deferred tax
Deferred tax is recognised in respect of temporarydifferences between the carrying amountsof assets and liabilities for financial reportingpurposes and the corresponding amounts usedfor taxation purposes.
Deferred tax assets are recognised to theextent that it is probable that future taxableprofits will be available against which they canbe used. Deferred tax assets - unrecognised orrecognised, are reviewed at each reporting date
and are recognised/ reduced to the extent that itis probable/ no longer probable respectively thatthe related tax benefit will be realised.
Deferred tax is measured at the tax rates that areexpected to apply to the period when the assetis realised or the liability is settled, based on thelaws that have been enacted or substantivelyenacted by the reporting date.
Where events occurring after the balance sheet dateprovide evidence of conditions that existed at the endof the reporting period, the impact of such events isadjusted within the Financial Statements. Otherwise,events after the balance sheet date of material size ornature are only disclosed.
Basic earnings per equity share is computed bydividing the net profit attributable to the equity holdersof the Company by the weighted average numbers ofthe equity shares outstanding during the period. Theweighted average number of equity shares outstandingduring the period is adjusted for events such as bonusissue, bonus element in a rights issue, share split, andreverse share split (consolidation of shares) that havechanged the number of equity shares outstanding,without a corresponding change in resources.
For the purpose of calculating diluted earnings pershare, the net profit or loss for the period attributableto equity shareholders of the Company and theweighted average number of shares outstandingduring the period are adjusted for the effects of alldilutive potential equity shares.
Diluted earnings per equity share is computed bydividing the net profit attributable to the equity holdersof the Company by the weighted average number ofequity shares considered for deriving basic earningsper equity share and the weighted average numberof equity shares that would have been outstandingassuming the conversion of all dilutive potential equity
shares. The dilutive potential equity shares are adjustedfor the proceeds receivable had the equity sharesbeen actually issued at fair value (i.e. the averagemarket value of the outstanding equity shares). Dilutivepotential equity shares are deemed converted as ofthe beginning of the period, unless issued at a laterdate. Dilutive potential equity shares are determinedindependently for each period presented.
Cash flows are reported using the indirect method,whereby profit for the period is adjusted for the effectsof transactions of non-cash nature, any deferrals oraccruals of past or future operating cash receipts orpayments and item of income or expenses associatedwith investing or financing cash flows. The Companysegregate the cash flows in operating, investing andfinancing activities.
In accordance with Ind AS 108 'Operating Segments',segment information has been given in the consolidatedfinancial statements of the holding company.
Investments in subsidiaries, associates and jointventures are measured at cost as per Ind AS 27 -Separate Financial Statements less accumulatedimpairment, if any as per Ind AS 36 Impairment of Assets.
Ministry of Corporate Affairs ("MCA") notifies newstandards or amendments to the existing standardsunder Companies (Indian Accounting Standards) Rulesas issued from time to time. For the year ended March31, 2025, MCA has notified Ind AS - 117 InsuranceContracts and amendments to Ind AS 116 - Leases,relating to sale and leaseback transactions, applicableto the Company w.e.f. April 1, 2024. The Company hasreviewed the new pronouncements and based on itsevaluation has determined that it does not have anysignificant impact in its financial statements.
Measurement of fair values
The Company has sub-let part of the leasehold land and constructed building thereon, to its subsidiary for businessoperations after getting an approval from the lessor. Since the premises is constructed on leasehold plot of land, the sub-letpart of the premises is not saleable independently. The fair value of the investment property would be difficult to determinereliably. The premises is constructed on industrial leasehold plot of land and there are very few recent transactions. In caseof the previously observed transaction for transfer of plot prices, the variations in the prices indicate that the transfer price isnot indicative of market prices. Also, the alternative reliable measurement of fair value are not available due to the regulatoryrestrictions as to usage, transfer, leasing and subletting of the property within the jurisdiction.
API Holdings Limited (the 'Ultimate Holding Company') has established various equity-settled share-based payment plansfor certain categories of employees of the Company. The respective employees are entitled to equity shares of the UltimateHolding Company on exercising of options granted to them after completion of the vesting period, as per the plans. TheUltimate Holding Company is not charging any consideration towards reimbursement of the grant of options from theCompany. The balance in the Equity Contribution by Ultimate Holding Company Reserve account represents the expensesrecorded pursuant to the aforesaid schemes for which the options are not yet vested or exercised, as the same is consideredas equity contribution by the Ultimate Holding Company. (Refer note 36 for further details on these plans).
General Reserve is used to record the transfer from retained earnings of the Company.
The Company bought back 9,58,900 equity shares for an aggregate amount of H 63.00 crores being 1.78% of the total paidup equity share capital, at an average price of H 656.90 per equity share. The equity shares bought back were extinguishedon 12 October 2018 and 22 October 2018 and as per the provisions of the Companies Act, 2013, the Capital RedemptionReserve is used to record the reduction of the share capital of the Company on account of equity shares bought back out ofthe accumulated profits. It is created in accordance with the provisions of the Companies Act, 2013.
Retained Earnings represents the accumulated profits carried forward after adjusting for the appropriations as at theend of the year.
i. The Company makes Provident Fund, ESIC and Maharashtra Labour Welfare Fund contributions to definedcontribution plans for qualifying employees. Under the Schemes, the Company is required to contribute a specifiedpercentage of the payroll costs to fund the benefits. Amount for the year ended 31 March 2025 of H 4.87 crores(31 March 2024 : H 4.58 Crores) is recognised as expense and included in Employee benefit expenses. Thecontributions payable to these plans by the Company are at rates specified in the rules of the schemes. TheCompany does not expect any further liability other than the specified contributions. (Refer note 29)
ii. The Company will continue to assess the impact of further developments relating to retrospective application ofSupreme Court judgement dated February 28, 2019 clarifying the definition of 'basic wages' under Employees'Provident Fund and Miscellaneous Provisions Act 1952 and deal with it accordingly. In the assessment of themanagement, the aforesaid matter is not likely to have a significant impact and accordingly, no provision has beenmade in the Standalone Financial Statements.
Furthermore, in presenting the above sensitivity analysis, the present value of the Defined Benefit Obligation hasbeen calculated using the projected unit credit method at the end of the reporting period, which is the samemethod as applied in calculating the Defined Benefit Obligation as recognised in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
The shareholders of the Company had approved the Thyrocare Employees Stock Option Scheme ("ESOS/ Scheme") inthe Annual General Meeting ("AGM") held on September 26, 2015, which was subsequently modified in the AGM heldon August 10, 2023. Pursuant to the said modification, the shareholders authorized the Board of Directors and/or theNomination and Remuneration Committee to grant stock options to eligible employees until all remaining options underthe ESOS are exhausted and the equivalent number of equity shares are issued and allotted.
Further, by way of special resolution passed through postal ballot (Notice dated October 23, 2024) on January 09,2025, the shareholders approved the extension of ESOS to eligible employees of the Holding and/or SubsidiaryCompany(ies) of Thyrocare.
During the year, API Holdings Limited (the Ultimate Holding Company) has offered equity-settled share-based paymentplans for certain categories of employees of the Company. Also certain eligible employees of the Ultimate HoldingCompany transferred on the payroll of Thyrocare Tecnologies Limited (the Company). The respective employees areentitled to equity shares of the Ultimate Holding Company on exercising of options granted to them after completion oftheir respective vesting period. The Ultimate Holding Company is not charging any consideration towards reimbursementof the grant of options from the Company.
The Management assessed that cash and bank balances, trade receivables, trade payables and other financial assetsand liabilities approximate their carrying amounts largely due to short-term maturities of these instruments.
The fair value of investment in mutual funds is included at the amount at which the instruments could be exchangedin a current transaction between willing parties, other than in a forced or liquidation sale. The fair value of thequoted investments/units of mutual fund scheme are based on net asset value at the reporting date as published bythe mutual fund.
Fair value of financial assets and liabilities measured at amortised cost is not materially different from the amortised cost.Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly,the fair value has not been disclosed separately.
The Company's Board of Directors has overall responsibility for the establishment and oversight of the Company's riskmanagement framework. The Board of Directors has established a Risk Management Committee, which is responsiblefor developing and monitoring the Company's risk management policies. The committee reports regularly to the Boardof Directors on its activities.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, toset appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies andsystems 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 controlenvironment in which all employees understand their roles and obligations.
The Company's audit committee oversees how management monitors compliance with the Company's risk managementpolicies and procedures, and reviews the adequacy of the risk management framework in relation the risks faced bythe Company. The audit committee is assisted in its oversight role by internal audit. Internal audit undertakes bothregular and ad hoc reviews of risk management controls and procedures, the results of which are reported to theaudit committee.
The Company has exposure to the following risks arising from financial instruments:
i. Credit risk
ii. Liquidity risk
iii. Market risk
Credit risk is the risk of financial loss to the Company if a customer or a counterparty to a financial instrument failsto meet its contractual obligations, and arises principally from the Company's trade and other receivables . Thecarrying amounts of financial assets represent the maximum credit risk exposure.
a) Trade and Other Receivables
Trade receivables are typically unsecured and are derived from revenue earned from customers located inIndia. Credit risk has always been managed by the Company through credit approvals, establishing creditlimits and continuously monitoring the creditworthiness of customers to which the Company grants creditterms in the normal course of business.
The Company uses Expected Credit Loss model to assess the impairment loss. The Company computes theexpected credit loss allowance as per simplified approach for trade receivables based on available externaland internal credit risk factors such as the ageing of its dues, market information about the customer and thecompany's historical experience for customers.
b) Loans and financial assets measured at amortized cost
Loans and advances given comprises inter company loans hence the risk of default from these companies isremote. The Company monitors each loans given and makes any specific provision if required.
c) Cash and cash equivalents and Bank balances other than cash and cash equivalents
The Company held cash and cash equivalent and Bank balances other than cash and cash equivalents ofH 51.98 crores as at 31 March 2025 (31 March 2024 : H 34.10 crores). The same are held with banks. Also,Company invests its short term surplus funds in bank fixed deposit which carry no market risks for shortduration, therefore does not expose the company to credit risk.
d) Others
Apart from trade receivables, loans and cash and bank balances, the Company has no other financial assetswhich carry any significant credit risk.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with itsfinancial liabilities that are settled by delivering cash or another financial assets. The Company's approach tomanaging liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when theyare due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage tothe Company's reputation.
Exposure to liquidity risk
The following are remaining contractual maturities of financial liabilities at the reporting date. The amounts aregross and undiscounted, and include contractual interest payments and exclude the impact of netting agreements.
Market risk is the risk that changes in market prices - such as foreign exchange rates, interest rates and equityprices - will affect the Company's income or the value of its holdings of financial instruments. The objective ofmarket risk management is to manage and control market risk exposures within acceptable parameters, whileoptimizing the return.
Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in whichsales and purchases are denominated and the functional currency of Company. The functional currency for largenumber of transactions of the Company is Rs. and majority of the customers the Company dealt with operate fromIndia only. The Company receives almost all of its revenue from the domestic operations.
Exposure to currency risk
The summary quantitative data about the Company's exposure to currency risk as reported to themanagement is as follows.
Sensitivity analysis
A reasonably possible strengthening (weakening) of the INR or US dollar at 31 March 2025 would have affected themeasurement of financial instruments denominated in foreign currency and affected equity and profit or loss by theamounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constantand ignores any impact of forecast sales and purchases.
The Company has entered into Reagent Rental Arrangements for periods ranging from 2 - 7 years with some of its major reagentsuppliers. As per the terms of the agreement, these reagent suppliers have placed the analysers / diagnostic equipmentsat no cost in the processing laboratory. The analysers / diagnostic equipments are programmed by the manufacturers tobe used only against the reagent supplier's brand of reagent kits. The commitments as per these arrangements are eitherpurchase commitments or rate commitments based on the workloads. The value of purchase commitments for the nextfinancial year is H 85.71 crores (31 March 2024 : H 84.47 crores) as per the terms of these arrangements.
Notes :
During the reporting period, the company conducted transactions with these related parties in the ordinary courseof business. The transactions with related parties are made on terms equivalent to those that prevail in arm's lengthtransactions. Outstanding balances at the year-end are unsecured and settlement occurs in cash.
The Company is primarily engaged in the business of diagnostic services, which as per Ind AS 108 on 'OperatingSegments', constitutes a single reporting business segment.
There are no material individual markets outside India and hence it has not disclosed information for geographicalsegments with respect to the segment revenues or results or assets. During the year ended 31 March 2025 and 31March 2024, revenue from transactions with a single external customer did not amount to 10 percent or more of theCompany's revenues from the external customers.
b. During the current year, the Company has made two business acquisitions in the diagnostic services sector. On 2July 2024, the Company signed a Business Transfer Agreement (BTA) with Polo Labs Private Limited to acquire itsdiagnostic services business for a purchase consideration of H 4.26 Crores. The acquisition was recorded with H 1.22Crores recognized as Goodwill, H 0.80 Crores for Brand name, H 0.69 Crores for Non-compete fees, H 0.45 for Softwareand H 1.10 Crores for net Fixed assets.
Subsequently, on 11 October 2024, the Company completed the acquisition of the business of diagnostic servicesof Vimta Labs Limited's for a purchase consideration of H 7 Crores. The acquisition was recorded with H 2.96 Croresrecognized as Goodwill, H 2.34 Crores for Customer relationships, H 0.31 Crores for Non-compete fees and H 1.39 Croresfor net fixed assets.
For the purpose of the Company's capital management, capital includes issued equity capital and all other equityreserves attributable to the equity holders of the Company. The primary objective of the Company's capital managementis to safeguard the Company's ability to remain as a going concern and maximise the shareholder value. The currentcapital structure of the Company is equity based with financing through borrowings. The Company is not subject to anyexternally imposed capital requirement. No changes were made in the objectives, policies or processes for managingcapital during the year ended 31 March 2025 and 31 March 2024. The net debt to equity ratio for the current year hasdecreased as a result of the borrowings repaid fully during the current year.
f. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by theCompany towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for theCode on Social Security, 2020 on November 13, 2020, and has invited suggestions from stakeholders which are underactive consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules arenotified and will give appropriate impact in its financial statements in the period in which, the Code becomes effectiveand the related rules to determine the financial impact are published.
(i) Details of benami property held
No proceedings have been initiated or are pending against the Company for holding any benami property under theBenami Transactions (Prohibitions) Act, 1988 and the rules made thereunder.
(ii) Relationships with struck off companies
The Company does not have any relationship with companies struck off under Section 248 of the Companies Act,2013 or Section 560 of the Companies Act, 1956.
(iii) Registration of charges or satisfaction with Registrar of Companies
The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond thestatutory period.
(iv) Details of crypto currency or virtual currency
The Company has not traded or invested in Crypto currency or Virtual Currency during the current or previous year.
(v) Utilisation of borrowings availed from banks and financial institutions
The Company has not advanced or extended loan or invested funds to any other person(s) or entity(ies), includingforeign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the company (Ultimate Beneficiaries) or
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
The Company have not received any fund from any person(s) or entity(ies), including foreign entities (FundingParty) with the understanding (whether recorded in writing or otherwise) that the Company shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or onbehalf of the Funding Party (Ultimate Beneficiaries) or
(vi) Undisclosed Income
The Company does not have any undisclosed income which is not recorded in the books of account that has beensurrendered or disclosed as income during the year (previous year) in the tax assessments under the Income TaxAct, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(vii) Wilful defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or by any other lender.
(viii) Compliance with number of layers of companies
The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read withthe Companies (Restriction on number of Layers) Rules, 2017.
(ix) Compliance with approved scheme(s) of arrangements
The company has not entered into any scheme of arrangement which has an accounting impact on current orprevious financial year.
(x) Title deeds of immovable properties not held in name of the company
The title deeds of all the immovable properties (other than properties where the company is the lessee and thelease arrangements are duly executed in favour of the lessee) are held in the name of the Company during thecurrent and previous year.
(xi) Valuation of PPE, intangible assets and Investment property
The company has not revalued its property, plant and equipment (Including Right of use assets) or intangibleassets during the current or previous year.
(xii) Audit trail:
The Ministry of Corporate Affairs (MCA) has prescribed a requirement for companies under the proviso to Rule 3(1)of the Companies (Accounts) Rules, 2014 inserted by the Companies (Accounts) Amendment Rules 2021. The saidproviso requires companies, which uses accounting software for maintaining its books of accounts, to use onlysuch accounting software which has a feature of recording audit trail of each and every transaction, creating anedit log of each change made in the books of accounts along with the dates when such changes were made andensuring that the audit trail cannot be disabled.
During the year ended 31 March 2025 with respect to one software which has a feature of recording audit trail(edit log) facility and the same has been enabled and operated throughout the year for all relevant transactionsrecorded in the accounting software. Further, there were no instances of the audit trail feature being tamperedwith. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirementsfor record retention.
Another software had a feature of recording audit trail (edit log) facility at the database level only and the samehas been enabled and operated from October 2024 till March 2025 for all relevant transactions recorded in theaccounting software.
Further, there were no instances of the audit trail feature being tampered with. Additionally, the audit trail of prioryear has been preserved as per the statutory requirements for record retention to the extent it was enabled andrecorded in respective year.
Further, for the two other accounting softwares and one software (at application level) used for maintaining itsbooks of account during the year ended 31 March 2025 did not have a feature of recording audit trail (edit log)facility throughout the year. The management is in the process of evaluating the options / enabling the edit logfacility for these softwares.
(xiii) Back up of books of account:
The company uses software applications to maintain its books of accounts and other books and papers in electronicmode ("Electronic records"). During the year, the Company has maintained backups of these electronic records onserver physically located in India on daily basis, as required by Companies (Accounts) Rules, 2014 (as amended).
(xiv) Borrowings secured against current assets
The Company does not have borrowings from banks or financial institutions on the basis of security of current assets.
h. The figures of the previous year have been regrouped wherever necessary to correspond with the current year'sclassification / disclosures.
As per our report of even date attached
For M S K A & Associates For and on behalf of the Board of Directors of
Chartered Accountants Thyrocare Technologies Limited
Firm's Registration No: 105047W CIN - L85110MH2000PLC123882
Ojas D. Joshi Dharmil Sheth Rahul Guha
Partner Director Chief Executive Officer
Membership No: 109752 and Managing Director
DIN - 06999772 DIN - 09588432
Alok Kumar Jagnani Brijesh Kumar
Chief Financial Officer Company Secretary
Membership No: A36070
Navi Mumbai, 23 April 2025 Navi Mumbai, 23 April 2025