Nephrocare Health Services Limited has disclosed a significant international expansion move through its step-down subsidiary's acquisition of dialysis center assets in the Philippines. The transaction, executed on January 26, 2026, represents the company's continued growth in the Southeast Asian healthcare market.

Transaction Overview

Nephrocare Health Care Services, Philippines Inc., a step-down subsidiary of Nephrocare Health Services Limited, has acquired dialysis center assets from Dialysis Center of Cauayan Inc. (DCCI) for a total consideration of PHP 37,721,600. The acquisition covers identified assets relating to a dialysis center located in Cauayan, Philippines.

Agreement Structure

The acquisition involves two key agreements that facilitate both immediate operational continuity and long-term asset transfer:

• Asset Transfer Agreement (ATA): Covers the acquisition of identified dialysis center assets for the total consideration amount
• Memorandum of Agreement (MOA): Establishes joint operation arrangements during the interim period while operating license and accreditation transfer processes are completed

The MOA ensures uninterrupted patient care services during the transition period, demonstrating the company's commitment to maintaining healthcare delivery standards.

Regulatory Compliance

The transaction does not constitute a related party transaction, as the seller DCCI has no relationship with Nephrocare's promoter group or group companies. The purchaser, being a step-down subsidiary, maintains the corporate structure while executing the international expansion strategy.

Strategic Implications

This acquisition strengthens Nephrocare's presence in the Philippines dialysis market, adding operational capacity in Cauayan. The transaction structure, combining asset acquisition with interim joint operations, ensures seamless integration while regulatory approvals are processed. The company has made the disclosure information available on its website at www.nephroplus.com , maintaining transparency with stakeholders regarding this international expansion initiative.

Nephrocare Health Services Limited announced significant board decisions during its meeting held on January 05, 2026, focusing on key leadership and governance appointments that require shareholder approval.

Director Re-appointment

The board approved the re-appointment of Mr. Om Prakash Manchanda (DIN: 02099404) as Independent Director for a second term, following recommendations from the Nomination and Remuneration Committee. The appointment details are structured as follows:

Mr. Manchanda has confirmed compliance with regulatory requirements, stating he is not debarred from holding directorship by SEBI or any other authority, as per stock exchange circulars dated June 20, 2018. He brings extensive experience spanning nearly 35 years in medical science and management, including leadership roles at prominent healthcare organizations.

Secretarial Auditor Appointment

The board appointed M/s Makarand M. Joshi & Co., Company Secretaries in Practice, as the company's Secretarial Auditor, based on Audit Committee recommendations. The appointment encompasses:

Ms. Kumudini Paranjahe Bhalerao serves as Senior Partner at the firm and is a Fellow Member of the Institute of Company Secretaries of India (ICSI). She brings extensive experience working with listed, unlisted, and start-up companies across various sectors, providing advisory and audit services.

Meeting Details and Compliance

The board meeting commenced at 06:00 p.m. IST and concluded at approximately 06:20 p.m. IST on January 05, 2026. The announcements were made pursuant to Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Both appointments reflect the company's commitment to strengthening its governance framework through experienced professionals. The re-appointment of Mr. Manchanda ensures continuity in independent oversight, while the new secretarial auditor appointment establishes a long-term partnership for compliance and audit services. Shareholders will vote on both proposals to formalize these appointments.