Nephrocare Health Services has entered into a sale and purchase agreement to acquire a 100% stake in Dialysis Center Almaty LLP, a Kazakhstan-based dialysis provider, for an aggregate consideration of KZT 561.66 million (approx ₹116.35 million). The transaction was signed on September 1, 2026.

The acquisition is executed by Nephroplus Health Services Kazakhstan LLP, an overseas step-down subsidiary of Nephrocare. The deal aims to expand the company’s dialysis services network in international markets and strengthen its operating platform in Kazakhstan. The consideration is payable in cash and is subject to downward adjustments as per the terms of the agreement.

Target Entity Profile

Dialysis Center Almaty LLP operates 34 dialysis machines across its centers in Kazakhstan. Incorporated on February 22, 2019, the entity is engaged solely in providing dialysis services. The acquisition does not constitute a related party transaction, with no interest held by Nephrocare’s promoters or group companies in the target or the seller.

Financial Performance

The target entity has shown consistent revenue growth over the last three fiscal years. The following table details the turnover figures:

The last audited turnover for calendar year 2025 stands at KZT 527.44 million (approx ₹10.93 crore).

What the Numbers Show

The acquisition valuation implies a significant premium over the target’s recent earnings. With a purchase price of approx ₹116.35 million against a last audited turnover of approx ₹10.93 crore, the deal values the business at roughly 10.6 times its annual revenue. This multiple suggests Nephrocare is paying for strategic market entry and asset consolidation rather than immediate cash flow generation from the acquired units.

Regulatory Approvals

Completion of the acquisition is subject to the fulfillment or waiver of conditions precedent outlined in the SPA. The transaction requires statutory and regulatory formalities under Kazakh law, including the state re-registration of the target entity to reflect the transfer of participatory interest to NPHSK LLP. Upon completion, Dialysis Center Almaty LLP will become an overseas step-down subsidiary of Nephrocare.

Nephrocare Health Services disclosed that its wholly-owned overseas subsidiary, Nephrocare Health Services Central Asia LLC, received a tax audit order from the Tashkent City Tax Department on August 31, 2026. The order imposes a net additional tax assessment and penalty aggregating to approximately ₹14.79 crore.

The tax authority issued Decision No. 721.1 dated August 24, 2026, following an audit of the period from January 1, 2023 to December 31, 2025. The company stated the demand arose primarily from a discrepancy in revenue data used to determine eligibility for a corporate income tax exemption.

Breakdown of Tax Demand

The Tashkent City Tax Department initially assessed additional taxes of UZS 20,371,068,018 (approximately ₹16.50 crore). After allowing reductions of UZS 6,167,012,658 (approximately ₹4.99 crore), the net additional tax assessment stands at UZS 14,204,055,360 (approximately ₹11.50 crore).

The financial penalty was imposed under Article 224 of the applicable tax law. The aggregate figure excludes applicable late-payment interest under Article 110.

Basis of Dispute

Under Uzbekistan’s tax framework, income from dialysis and related medical services is exempt from corporate income tax if such income constitutes more than 90% of total revenue. NCA operates exclusively in dialysis services, with the Ministry of Health as the primary payor.

The company noted that its audited revenue records show dialysis revenue exceeded the prescribed threshold. However, the revenue figures considered by the Tax Department appear to differ from the payment data provided by the Ministry of Health and NCA’s audited records. The company attributes the assessment to this data-reconciliation discrepancy rather than a failure to meet exemption criteria.

What the Numbers Show

The financial exposure of approximately ₹14.79 crore represents a specific, isolated regulatory risk in a foreign jurisdiction. The company’s preliminary assessment indicates that the core business model—exclusive provision of dialysis services—remains compliant with local tax exemption rules, suggesting the liability stems from administrative data alignment rather than operational non-compliance.

Next Steps

NCA is taking steps to reconcile the underlying revenue data with the tax department. The company is also evaluating legal remedies, including the right to appeal the order. No appeal or legal proceedings have been initiated as of the disclosure date.

The company opined that the order should be set aside or quashed and does not expect a material adverse impact on its financial position, operations, or business. The amounts assessed become effective one month after the order is presented to the taxpayer.