Nephrocare Health Services Ltd

Financial Performance

• Revenue: INR 282 crores in Q1 FY27; up 23.7% YoY
• Adjusted EBITDA: INR 65.1 crores; margin 23.1% (YoY expansion)
• Adjusted PAT: INR 37 crores; margin 13.1%
• Active guests: 38,262; up 13% YoY
• Treatments: 10.3 lakh; up 13.3% YoY
• Revenue per treatment: INR 2,733; up 9.2%
• Capex in Q1: INR 44 crores
• IPO proceeds utilized: 68% (~INR 207 crores)
• Annualized ROCE: 21%
• International revenue share: 45% of total revenue
• Clinics: 550 across 5 countries; 307 Indian cities in 25 states
• Philippines: 50 clinics across 39 cities; 7 clinics added this quarter
• New clinics added this quarter: 26 (19 India, 7 Philippines)

Operations & Growth

• International operations contribute ~45% of revenue
• Kazakhstan subsidiary incorporated to evaluate Central Asia opportunities
• Saudi Arabia: first clinic at Riyadh Hospital operational in July; home dialysis started
• MOH tender RFI response submitted; optimistic about tender timelines
• Philippines expansion: 7 clinics added; total 50 clinics across 39 cities
• India model remains core platform; India clinics continue scale-up

Balance Sheet & Cash Flow

• IPO proceeds utilization: 68% (~INR 207 crores) as of Jun 2026
• Q1 capex: INR 44 crores toward center acquisitions and growth

Projects and Capex

• Capex guidance in the quarter: 44 crores; strategic capex for center acquisitions
• India: target 40-50 clinics opened per year; Philippines: 10-15 clinics per year; new international market every 12-18 months
• Kazakhstan subsidiary created; Saudi clinic network being built in investment phase
• NIDA (NephroPlus International Dialysis Academy) to train first batch in Q3
• AI initiatives: reform.ai for process compliance; NephroPlus index; data-driven improvements

Outlook & Guidance

• Medium-term growth guidance of 15% to 20% over next 3-5 years maintained
• Growth levers: same-center growth, footprint expansion, selective new markets incl. PPP

Q&A Highlights

• Margin improvement driven by mix and COGS efficiency; EBITDA margin up 125 bps; COGS as % of revenue down 175 bps
• Center utilization assessed at clinic level; micro-level optimization; 13% capacity growth from 50 new centers
• AI initiatives: data interpretation via NephroPlus index; forecasting tools in future; reform.ai for live auditing
• Forex impact: around INR 20 lakh favorable in this quarter
• Depreciation: flat as % of revenue; machines depreciated 7–10 years by country; RFID tracking improving utilization
• Saudi tender timelines uncertain; investments to be scaled if tender terms favorable

Parties

• Purchaser: Nephrocare Health Care Services, Philippines Inc., overseas step-down wholly owned subsidiary of Nephrocare Health Services Ltd.
• Seller: Assumption Dialysis Center.

Purpose

• Acquisition of dialysis center assets via Asset Transfer Agreement for Daang Maharlika, Abuyog, Leyte, Philippines.

Key terms

• Total consideration PhP 75,000,000.
• ATA dated Aug 14, 2026; executed Aug 17, 2026.
• No special rights; no share issuance; no governance changes.
• Purchaser is overseas subsidiary; Seller not related; transaction not related party.

Related party status

• Not a related party transaction; Purchaser is a subsidiary; Seller not related.

Impact

• Acquisition expands asset base in Philippines with PhP 75,000,000 investment.

Other disclosures

• Annexure I attached; confirms parties, purpose, size; related-party details disclosed; no shares or loans.

AGM details

• AGM on 12 Aug 2026, 2:30–3:32 PM, via video conferencing; record date 5 Aug 2026.

Resolutions – ordinary

• Adoption of standalone and consolidated financial statements with Auditors’ report; ordinary; passed.
• Re-appointment of director by rotation; ordinary; passed.
• Auditor re-appointment and remuneration for the year; ordinary; passed.
• Promoter incentive arrangement for Vikram Vuppala; ordinary; passed.

Resolutions – special

• Approval for Employee Stock Option Scheme 2026; special; passed.
• Remuneration for executive director Vikram Vuppala; special; passed.

Related party approvals

• Remuneration-related and incentive arrangements involving promoter/director approved.

Meeting Details

• Date & time: 18 August 2026, 11:00 AM IST onwards.
• Conference: MOSL Conference.
• Nature: Group and one-on-one meetings.
• Place: Grand Hyatt, Mumbai.

Participants

• Attendees: company officials; Company Secretary & Head Legal to attend.

Purpose

• Discussions will be based on publicly available information.

Additional Notes

• No UPSI is intended to be discussed.

Parties

• Purchaser: Nephrocare Health Care Services, Philippines Inc. (overseas step-down subsidiary).
• Seller: Juan Nephro Dialysis Center.

Purpose

• Acquisition of dialysis center assets under Asset Transfer Agreement.

Key terms

• Total consideration: PhP 71,800,000.
• No special rights (e.g., appointment rights).
• Shareholding in buyer: Not Applicable.
• Related party status: Purchaser is overseas wholly-owned subsidiary; Seller not related.
• Transaction status: Not a related party transaction.

Impact

• Acquisition to expand assets and operations in the Philippines.

Regulatory / Other disclosures

• Annexure I enclosing Regulation 30 disclosures.
• Information available on company's website.

Termination / Amendment

• Not applicable.

Target overview

• NPHSK LLP, Kazakhstan, formed to hold and manage kidney care services.
• Charter capital is KZT 5,000,000 (approx USD 10,500) paid in cash.
• NHSI Singapore holds 99% of NPHSK LLP; 1% held by another participant.
• Step-down overseas subsidiary of Nephrocare Health Services Ltd.
• Industry is Healthcare and Management Services.
• Purpose is to expand kidney care network in Kazakhstan and operate dialysis centres and related services.
• Incorporated under Kazakhstani law; no special regulatory approvals required for incorporation.
• Timeline: Incorporated May 26, 2026; no completion timeline specified.
• Consideration: Cash; charter capital contributed in cash.
• Background: Newly formed entity for kidney care services with charter capital; May 2026 incorporation.

AGM Details

• Date and time: 12 August 2026, 2:30 PM IST.
• Mode: VC/OAVM.
• Deemed venue: Registered Office, Hyderabad.
• Quorum: 74 members attended.

Key Resolutions

• Ordinary: Adoption of audited standalone and consolidated financial statements.
• Ordinary: Re-appointment of Gaurav Sharma by rotation.
• Special: Approval for NephroPlus Employee Stock Option Scheme, 2026.
• Special: Approve ESOP grants to employees of subsidiaries/associates/holding company under the scheme.
• Special: Clarificatory amendment to remuneration of Vikram Vuppala.
• Ordinary: Approve Promote Incentive Arrangement under Promote Agreement dated 25 July 2025.

Meeting Details

• Date: August 12, 2026
• Type: group investors' conference call
• Mode: virtual audio conference
• Event/organiser: Nephrocare Health Services Limited
• Purpose: discussion of Q1FY27 unaudited standalone and consolidated results
• Recording: audio recording available on company website

Issue Overview

• IPO of equity shares; gross Rs 3,534.05 million; net proceeds Rs 3,251.53 million; no deviation reported.
• Main use: capital expenditure for opening dialysis clinics, prepayment of borrowings, general corporate purposes.

Utilisation of Proceeds

• Utilisation as per offer document; no material deviations observed.
• Capex progress: utilised 127.68 million; unutilised 1,163.38 million; delays due to clinic finalisation.
• Pre-payment of borrowings: fully utilized.
• GCP utilization: 587.16 million utilized; 13.32 million unutilised.
• Funds transferred from monitoring to bank; 456.13 million used for capex/GCP; 52.76 million idle.
• Unutilised proceeds parked in fixed deposits and bank accounts totaling Rs 1,335.27 million; net unutilised Rs 1,318.58.
• Capex delay: FY2026 completion plan; reason: clinics at various stages.
• GCP details: employee expenses 357.42 million; nephrologist fees 11.06 million.
• Overall utilisation: 2,074.83 million utilized; 1,318.58 million unutilised.

Governance and Compliance

• Audit Committee reviewed MAR; Board acknowledged the report.
• Vendor arrangements modified; consistent with prospectus disclosure.
• Approvals status not explicitly reported; no material adverse events noted.
• No other material information flagged.

General Corporate Purpose (GCP)

• GCP utilization: 368.48 million under specified sub-heads (employee expenses 357.42; nephrologist fees 11.06).
• GCP total utilized reported as 587.16 million; 13.32 million unutilised.

Key financials and operations

• Consolidated Q1FY27 revenue ₹281.8 crore, up 23.7% YoY.
• Adjusted EBITDA ₹65.1 crore, up 30.7% YoY; margin 23.1%.
• Adjusted PAT ₹36.8 crore, up 41.7% YoY.
• Adj. EBITDA margin 23.1%, up 120 bps YoY.
• Treatments 10,31,084; up 13.3% YoY.
• Guests 38,262; up 13.0% YoY.
• Network reached 550 clinics across 5 countries; 50-clinic milestone in Philippines.
• Launched NephroPlus International Dialysis Academy (NIDA) for renal nurse training.
• Launched NephroPlus Dialysis Index to monitor patient-level clinical outcomes.
• CFO highlighted profitable India platform and disciplined capital deployment.
• Outlook: management expects profitable growth and international expansion.