Dr Agarwals Health Care Ltd Forensic Report - SOIC x StockScans Report

as of Aug 2026

Dr Agarwals Health Care's FY2025-26 record is dominated by a single, complex transaction: the merger with AEHL. The financial statements carry a defaulted related-party loan, a large put-option obligation to a promoter, and a change in auditors that was integral to the merger process. While the audit opinions are clean, the recurring audit-trail exceptions and the repeated use of accounting estimates to shape profit warrant close attention.

Key findings

  1. A defaulted ₹45.58 crore related-party loan and a ₹332.83 crore put-option obligation to Thind's promoters sit on the books while the company reports no material RPTs requiring AOC-2 disclosure Major - The company has provided ₹45.58 crores against the outstanding loan and accrued interest from Elisar Life Sciences, including ₹26.90 crores that was overdue as of FY2026. A put option issued to Dr. Jaswanth Singh Thind for the balance 49% of Thind Eye Care carries a ₹332.83 crore obligation. The Board's Report for FY2025-26 states there are no material related party transactions requiring disclosure in Form AOC-2.
  2. Reported borrowings fell sharply, but the company carries a ₹332.83 crore put-option obligation to acquire the remaining 49% of Dr Thind Eye Care, plus ₹59.78 crore of contingent acquisition consideration and ₹62.12 crore of annual lease interest Major - Consolidated borrowings fell to ₹157.27 crores in FY2026 from ₹246.87 crores, but this masks a ₹332.83 crore put-option liability and ₹59.78 crores of contingent acquisition consideration. Interest on lease liabilities rose to ₹62.12 crores in FY2026 from ₹47.58 crores. CRISIL withdrew its rating on ₹363.00 crores of long-term loans at the company's request, effective June 15, 2026.
  3. Deloitte Haskins & Sells resigned as statutory auditor of Dr Agarwals Health Care and its material subsidiary Dr. Thind Eye Care in November 2025, and S.R. Batliboi & Associates LLP, already auditor of AEHL, the company's merger partner, was appointed to fill the casual vacancy Major - Deloitte resigned on November 12, 2025, stating it had no concerns, to facilitate the appointment of AEHL's auditors as part of the merger process. S.R. Batliboi & Associates LLP was appointed to fill the casual vacancy, with members approving the appointment on December 17, 2025. The Board approved their appointment for a five-year term starting from the 16th AGM.
  4. Clean audit opinions across both years, but recurring audit-trail and books-of-account exceptions widened in FY2025-26 to cover multiple group entities and third-party-operated software lacking SOC reports Major - While both S.R. Batliboi and Deloitte issued unqualified opinions, the FY2025-26 audit report notes the audit trail was not enabled for direct data changes in the new hospital management software and that the auditor could not comment on audit trail enablement for software operated by third-party service providers. CARO findings note no quarterly returns were filed with banks for working capital limits, and amounts were overdue from a company to whom a loan was granted in earlier years.
  5. Goodwill and intangibles from doctor-hospital acquisitions are repeatedly impaired, while the largest acquisition (DTECPL) carries a ₹332.83 crore put-option liability and the Vinayaka Nethralaya arbitration recovery remains unresolved Major - Goodwill of ₹3.02 crores was impaired in FY2024-25, and the non-compete fee for Vinayaka Nethralaya was fully impaired in FY2021-22. The DTECPL acquisition carries a put option liability of ₹332.83 crores as at 31 March 2026. The arbitration case against the erstwhile owner of Vinayaka Nethralaya was ruled in the company's favour, but the counterparty's challenge is awaiting a final order from the High Court.
  6. Accounting-policy choices and estimate revisions have repeatedly shaped reported profit, including useful-life changes that cut amortisation, write-backs credited to the P&L, and fair-value gains on instruments tied to promoters Major - Intangible amortisation fell to ₹58.02 crores in FY2025-26, which the company attributes to a change in useful life. The company wrote back ₹3.55 crores of a withdrawn Doctors' Incentive Plan and ₹9.01 crores of liabilities no longer required in FY2025. A net gain of ₹10.98 crores was recognised on financial assets at fair value through profit or loss in FY2025-26.
  7. Dr Agarwals carries ₹68.37 crores of contingent tax and consumer claims into FY2026, with a six-year income-tax demand stack pending at CIT(A)/ITAT and a fresh pair of GST show-cause notices received in May 2026 Minor - Consolidated contingent liabilities as at 31 March 2026 were ₹68.37 crores, including direct tax of ₹58.63 crores and indirect tax of ₹9.27 crores. Income tax demands for six assessment years are pending at CIT(A)/ITAT. The company received two GST show-cause notices in May 2026 for alleged discrepancies in returns for FY 2022-23 and FY 2023-24.
  8. The company reports a clean capital-markets record, but two GST show-cause notices arrived in May 2026 and SEBI required the amalgamation scheme to disclose all enforcement actions against the company, promoters and directors Minor - The FY2025-26 Annual Report states no penalties were imposed by SEBI or stock exchanges in the last three years. However, SEBI required disclosure of all enforcement actions against the company, its promoters, and directors in connection with the amalgamation scheme. The company received two GST show-cause notices in May 2026, with the disclosure of one delayed as it was initially overlooked.

What to watch

Bottom line: This is a record where the financial statements are cleanly audited but the underlying picture is one of complexity and estimation. The risk is concentrated in related-party transactions and acquisition-related liabilities, which are being actively managed through accounting estimates. Watch the What to watch list for the crystallisation of the put option and the outcome of the merger, as these will define the company's future financial structure.