Nephrocare Health Services has disclosed that its overseas step-down wholly-owned subsidiary, Nephrocare Health Care Services, Philippines Inc., acquired identified assets relating to a dialysis center in the Philippines. The transaction, valued at PhP 80,640,000, was executed through an Asset Transfer Agreement (ATA) dated June 22, 2026, with Pag-Asa Dialysis And Diagnostic Center. The acquired center is located at Magsaysay St., Poblacion, Ipil, Zamboanga Sibugay, Philippines.

Transaction Details

The acquisition was undertaken to expand the company's operational footprint in the dialysis services segment. The consideration of PhP 80,640,000 was agreed upon subject to the terms and conditions outlined in the agreement. The disclosure was made to BSE Limited and National Stock Exchange of India Limited under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Regulatory and Strategic Context

The filing confirms that the seller is not related to the promoter or promoter group of the company, and the transaction does not fall within related party transactions. There are no special rights attached to the agreement, such as the right to appoint directors or restrict capital structure changes. The acquisition aligns with the company's strategy to strengthen its presence in the international healthcare market.

Nephrocare Health Services Ltd has approved the NephroPlus Employee Stock Option Scheme 2026 and sanctioned collateral support of INR 70 Crore for its Saudi Arabian subsidiary to facilitate credit facilities. The Board of Directors granted these approvals at its meeting held on June 22, 2026. The ESOP 2026 will cover up to 20,06,814 options, representing approximately 2% of the company's paid-up equity share capital, while the financial support aims to enable the overseas step-down subsidiary to secure fund-based and non-fund-based credit facilities.

The NephroPlus Employee Stock Option Scheme 2026 was formulated in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the Companies Act, 2013. The Nomination and Remuneration Committee will administer the scheme, granting options to eligible employees of the company and its subsidiary, associate, and holding companies. Each option will confer the right to subscribe to one fully paid-up equity share with a face value of ₹2. The exercise price will be determined by the committee at the time of grant and may be equal to or lower than the prevailing market price, subject to specific vesting conditions if the discount exceeds 20%.

The collateral support of INR 70 Crore, or its equivalent in foreign currency, is provided in favour of NephroPlus Kidney Services Company, Kingdom of Saudi Arabia. This entity is an overseas step-down wholly owned subsidiary of nephrocare health services . The approval supersedes a previous resolution passed on May 19, 2026, which had authorized similar support for Nephrocare Health Services Saudi Arabia Company, a joint venture. The revision follows a proposed change in the funding, ownership, and operating structure for the Saudi operations.

Key Details of ESOP 2026

Vested options may be exercised within a period of up to five years from the respective date of vesting. The scheme includes provisions for the treatment of options in events such as resignation, termination, death, and corporate actions. All grants and exercises will be subject to applicable regulatory and statutory approvals.