Transaction Details

NEPHROPLUS HEALTH SERVICES KAZAKHSTAN LLP (NPHSK LLP), an overseas step-down subsidiary of Nephrocare Health Services Limited, entered into a Sale and Purchase Agreement (SPA) with Ms. Aizhan Slambekovna Zhambulova (Seller) on September 1, 2026. The agreement is for the acquisition of 100% participatory interest in the charter capital of "Dialysis Center Almaty" LLP, a limited liability partnership incorporated under the laws of the Republic of Kazakhstan.

Financial Considerations

  • Aggregate consideration: KZT 561.66 million (Kazakhstani Tenge Five Hundred Sixty-One Million Six Hundred Sixty-Three Thousand Five Hundred Ten only)
  • Approximate INR equivalent: ₹116.35 million
  • Consideration type: Cash consideration
  • Adjustment clause: Subject to downward adjustments as may be applicable in accordance with the terms of the SPA

Target Entity Information

  • Name: Dialysis Center Almaty LLP
  • Incorporation date: February 22, 2019
  • Business: Providing dialysis services through dialysis centres in Kazakhstan
  • Operational assets: 34 dialysis machines
  • Country of operation: Kazakhstan

Financial Performance of Target Entity

Turnover for last three calendar years:

  • Calendar Year 2023: KZT 435.35 million (approx. ₹9.02 crore)
  • Calendar Year 2024: KZT 493.83 million (approx. ₹10.23 crore)
  • Calendar Year 2025: KZT 527.44 million (approx. ₹10.93 crore)

Transaction Structure

  • Acquisition percentage: 100% participatory interest in charter capital
  • Post-acquisition status: Target Entity will become an overseas step-down subsidiary of Nephrocare Health Services Limited
  • Control: NPHSK LLP will exercise control over the Target Entity

Conditions and Timeline

Completion of the acquisition is subject to fulfillment or waiver of conditions precedent and completion of closing actions contemplated under the SPA. The acquisition requires completion of applicable statutory and regulatory formalities under Kazakh laws, including state re-registration of the Target Entity in connection with the transfer of participatory interest.

Strategic Rationale

The acquisition aligns with the company's strategy of expanding its dialysis services network in international markets and will strengthen the company's presence and operating platform in Kazakhstan. It supports further expansion of dialysis services business in the region and is within the company's existing line of business.

Additional Information

The disclosure includes Annexure I with detailed particulars as required under SEBI Master Circular. The information is also available on the company's website www.nephroplus.com.

Date signed: September 1, 2026

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