Auditor Report of Entero Healthcare Solutions Ltd.

Mar 31, 2025

We have audited the accompanying standalone financial
statements of Entero Healthcare Solutions Limited (formerly
known as “Entero Healthcare Solutions Private Limited") (“the
Company") which comprise the Standalone Balance Sheet as
at March 31,2025, and the Standalone Statement of Profit and
Loss (including Other Comprehensive Income), Standalone
Statement of Changes in Equity and Standalone Statement of
Cash Flows for the year then ended, and notes to the
standalone financial statements, including material accounting
policies and other explanatory information (hereinafter
referred to as the “standalone financial statements").

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 (“the Act") in the
manner so required and give a true and fair view in
conformity with the Indian Accounting Standards prescribed
under section 133 of the Act read with Companies (Indian
Accounting Standards) Rules, 2015, as amended (“Ind AS")
and other accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2025,
and profit, other comprehensive income, changes in equity
and its cash fiows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial
statements in accordance with the Standards on Auditing
(SAs) specified under section 143(10) of the Act. Our
responsibilities under those Standards are further described
in the ''Auditor''s Responsibilities for the Audit of the
Standalone Financial Statements'' section of our report. We
are independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered
Accountants of India (“ICAI") together with the ethical
requirements that are relevant to our audit of the standalone
financial statements under the provisions of the Act and the
Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis
for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
standalone financial statements for the year ended March 31,
2025. These matters were addressed in the context of our
audit of the standalone financial statements as a whole, and
in forming our opinion thereon, and we do not provide a
separate opinion on these matters. We have determined the
matter described below to be the key audit matter to be
communicated in our report.

Sr.No.	Key Audit Matter	How the Key Audit Matter was addressed in our audit
1	Impairment of investments and loans (including its	Our procedures in assessing the management''s judgement for
	interest) given to subsidiaries	the impairment assessment included, among others, the following:
	The Company has significant investments and loans in	• Evaluating design, implementation and testing operating
	its subsidiaries. During the year ended March 31,2025,	effectiveness of key controls over the impairment
	the carrying values of Company''s investments and	assessment process including forecasts made and
	loans including interest in its subsidiaries amounting to	valuation models used by the Company.
	Rs. 2,516.24 million (net of impairment) and Rs. 9,551.54	• Assessed the Company''s valuation methodology applied in
	million (net of expected credit loss) respectively. The	determining the recoverable amount of the investments
	Company has also recorded an impairment provision of	and loans.
	Rs. 10.30 million against its investment and Rs. 460.50	• Obtained and reviewed the management assessment w.r.t.
	million against loans (including interest).	impairment recorded relating to its investments and loans;
		• Made inquiries with management to understand key
	The assessment of recoverable value of the Company''s	drivers of the cash flow forecasts, discount rates, etc.;
	investment in and loans receivable from certain	• Involved our internal valuation specialists to assist us in
	subsidiaries involves significant judgement. These	evaluating the key assumptions and cash flow forecasts.
	include assumptions such as discount rates, revenue	• Performing sensitivity analysis of key assumptions such as
	growth, future business plan, recoverability of its	future revenue growth rates, costs and the discount rates
	receivables and growth rate. Consequently, we have	used in the valuation models.
	identified “Impairment of investments and loans	• Obtaining necessary management representation.
	(including its interest) given to subsidiaries" as a Key	• We have verified the disclosures made in the standalone
	Audit Matter due to judgement involved in forecasting	Ind AS financial statements regarding such investments
	future cash fiows and the selection of assumptions.	and loans.

Sr.No.	Key Audit Matter	How the Key Audit Matter was addressed in our audit
2	Revenue recognition - Cut off Revenue is recognised on transfer of control of goods to the customers at the point in time when the goods are delivered. Revenue is one of the key performance indicators for the Company and may be subject to stakeholder expectations. We recognise the risk of “revenue recognition" in an inappropriate period due to the time lag between recognition and delivery, especially in case of transactions undertaken towards the end of the period. Consequently, we have identified “revenue recognition" as a Key Audit Matter.	Our audit procedures in respect of this area are as set out below: • Reviewed appropriateness of the Company''s accounting policy for revenue recognition in view of the requirements of the applicable Financial Reporting Framework (Ind AS 115); • Obtained an understanding of the systems, processes and controls implemented by the Company around the “revenue recognition" process; • Evaluated the design effectiveness of the key controls with respect to the “revenue recognition" process and tested the operating effectiveness of these controls; • Tested the design and operating effectiveness of the Information Technology general controls by involving IT Specialists of the software applications used by the Company for recording the “revenue" transactions. • Performed substantive tests by selecting samples of revenue transactions (statistical sampling) recognised during the year by verifying the underlying documents; • Tested periodic reconciliations of taxes collected on revenue recognised and payments thereof during the year with the statutory filings (Goods and Service Tax challans and returns); • Specifically verified transactions undertaken at the end of the year (before as well as after the year-end) to identify unusual adjustments to revenue, if any; • Performed analytical procedures on “revenue recognised" during the year to identify unusual variances, if any; • Reviewed the adequacy of disclosures in respect of revenue in the Standalone Financial Statements.

Information Other than the Standalone Financial
Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other
information. The other information comprises the
Management Discussion and Analysis, Chairman''s statement,
Director''s report, Business Responsibility and Sustainability
Reporting and Corporate Governance Report but does not
include the standalone financial statements and our auditor''s
report thereon, which we obtained prior to the date of this
auditor''s report, and the Chairman''s statement which is
expected to be made available to us after that date.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form
of assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the other
information is materially inconsistent with the standalone
financial statements or our knowledge obtained in the audit,

or otherwise appears to be materially misstated. If, based on
the work we have performed on the other information that
we obtained prior to the date of this auditor''s report, we
conclude that there is a material misstatement of this other
information, we are required to report that fact. We have
nothing to report in this regard.

When we read the Chairman''s statement, if we conclude that
there is a material misstatement therein, we are required to
communicate the matter to those charged with governance
under SA 720 ''The Auditor''s responsibilities Relating to Other
Information''.

Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the
matters stated in section 134(5) of the Act with respect to the
preparation of these standalone financial statements that
give a true and fair view of the financial position, financial
performance, changes in equity and cash fiows of the
Company in accordance with the accounting principles

generally accepted in India, including the Accounting
Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate
accounting records in accordance with the provisions of the
Act for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting policies;
making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of
adequate internal financial controls, that were operating
effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the standalone financial statements that give
a true and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the standalone financial statements, the
Management and Those Charged with Governance are
responsible for assessing the Company''s ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of
accounting unless the Board of Directors either intends to
liquidate the Company or to cease operations, or has no
realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the
Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone
Financial Statements

Our objectives are to obtain reasonable assurance about
whether the standalone financial statements as a whole are
free from material misstatement, whether due to fraud or
error, and to issue an auditor''s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance
with SAs will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone
financial statements.

We give in ''''Annexure A" a detailed description of Auditor''s
responsibilities for Audit of the Standalone Financial
Statements.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order,
2020 (“the Order"), issued by the Central Government of
India in terms of sub-section (11) of section 143 of the
Act, we give in “Annexure B" a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the
extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

(b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of those
books except for the matter stated in paragraph
2(h)(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

(c) The Standalone Balance Sheet, the Standalone
Statement of Profit and Loss (including other
comprehensive income), the Standalone
Statement of Changes in Equity and the
Standalone Statement of Cash Flows dealt with by
this Report are in agreement with the books of
account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act.

(e) On the basis of the written representations
received from the directors as on March 31, 2025,
taken on record by the Board of Directors, none of
the directors are disqualified as on March 31,2025
from being appointed as a director in terms of
Section 164 (2) of the Act.

(f) The reservation relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 2(b) above on reporting
under Section 143(3)(b) and paragraph 2(h)(vi)
below on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in “Annexure C".

(h) With respect to the other matters to be included in
the Auditor''s Report in accordance with Rule 11 of
the Companies (Audit and Auditors) Rules, 2014, in
our opinion and to the best of our information and
according to the explanations given to us:

i The Company has disclosed the impact of the
pending litigations on its financial position in
its financial statements- Refer Note no. 42 to
the financial statements.

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.

iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company.

iv. 1. The Management has represented that,

to the best of its knowledge and belief,
no funds have been advanced or loaned

or invested (either from borrowed funds
or share premium or any other sources or
kind of funds) by the Company to or in
any other person(s) or entity(ies),
including foreign entities

(“Intermediaries"), with the

understanding, whether recorded in
writing or otherwise, that the
Intermediary shall, directly or indirectly
lend or invest in other persons or entities
identified in any manner whatsoever by
or on behalf of the Company (“Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

2. The Management has represented, that,
to the best of its knowledge and belief,
no funds have been received by the
Company from any person(s) or
entity(ies), including foreign entities
(Funding Parties), with the
understanding, whether recorded in
writing or otherwise, as on the date of
this audit report, that the Company
shall, directly or indirectly, lend or invest
in other persons or entities identified in
any manner whatsoever by or on behalf
of the Funding Party (“Ultimate
Beneficiaries") or provide any guarantee,
security or the like on behalf of the
Ultimate Beneficiaries.

3. Based on the audit procedures
performed that have been considered
reasonable and appropriate in the
circumstances, and according to the
information and explanations provided
to us by the Management in this regard
nothing has come to our notice that has
caused us to believe that the
representations under sub-clause (i) and
(ii) of Rule 11(e) as provided under (1)
and (2) above, contain any material mis¬
statement.

v. The Company has neither declared nor paid

any dividend during the year.

vi. Based on our examination which included
test checks, the Company has used four
accounting softwares for maintaining its
books of account, which has a feature of
recording audit trail (edit log) facility, except
that audit trail feature was not enabled
throughout the year for one accounting
software. In respect of two accounting
softwares, no audit trail feature was enabled
at the database level to log any direct data
changes as explained in Note 57 to the
standalone financial statements.

Further, where enabled, audit trail feature has
been operated for all relevant transactions
recorded in the accounting softwares. Also,
during the course of our audit, we did not
come across any instance of audit trail feature
being tampered with in respect of such
accounting software. Additionally, the audit
trail of prior years has been preserved by the
Company as per the statutory requirements
for record retention to the extent it was
enabled and recorded in respective years.

3. In our opinion, according to information, explanations
given to us, the remuneration paid by the Company to
its directors during the year, is within the limits
prescribed under Section 197 read with Schedule V of
the Act and the rules thereunder.

For M S K A & Associates

Chartered Accountants

ICAI Firm Registration No. 105047W

Amrish Vaidya

Partner

Membership No. 101739

UDIN: 25101739BMIKGQ6650

Place: Mumbai

Date: 27 May 2025

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Mar 31, 2024

We have audited the accompanying standalone financial statements of Entero Healthcare Solutions Limited (formerly known as "Entero Healthcare Solutions Private Limited”) ("the Company”) which comprise the Standalone Balance Sheet as at 31st March, 2024, and the Standalone Statement of Profit and Loss (including Other Comprehensive Income), Standalone Statement of Changes in Equity and Standalone Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information (hereinafter referred to as the "standalone financial statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 ("the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2024, and profit, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the ''Auditor''s Responsibilities for the Audit of the Standalone Financial Statements'' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (”ICAI”) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements for the year ended 31st March, 2024 . These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matter described below to be the key audit matter to be communicated in our report.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
1	Revenue recognition	Our audit procedures in respect of this area are as set out
	Revenue is recognised on transfer of control of goods to the	below:
	customers at the point in time when the goods are delivered.	1.	Reviewed appropriateness of the Company''s accounting
	Revenue is one of the key performance indicators for the		policies for revenue recognition in view of the
	Company and may be subject to stakeholder expectations. We		requirements of the applicable Financial Reporting
	recognise the risk of "revenue recognition” in an inappropriate		Framework (IND AS 115);
	period due to the time lag between recognition and delivery,	2.	Obtained an understanding of the systems, processes
	especially in case of transactions undertaken towards the		and controls implemented by the Company around the
	end of the period. Consequently, we have identified "revenue		"revenue recognition” process;
	recognition” as a Key Audit Matter.	3.	Evaluated the design effectiveness of the key controls with respect to the "revenue recognition” process and tested the operating effectiveness of these controls;
		4.	Tested the design and operating effectiveness of the Information Technology General Controls by involving IT Specialists of the software applications used by the Company for recording the "revenue” transactions.
		5.	Performed substantive tests by selecting samples of revenue transactions (statistical sampling) recognised during the year by verifying the underlying documents;
		6.	Tested periodic reconciliations of taxes collected on revenue recognised and payments thereof during the year with the statutory filings (Goods and Service Tax challans and returns);
		7.	Specifically verified transactions undertaken at the end of the year (before as well as after the year-end) to identify unusual adjustments to revenue, if any;
		8.	Performed analytical procedures on "revenue recognised” during the year to identify unusual variances, if any;
		9.	Reviewed the adequacy of disclosures in respect of revenue in the standalone financial statements.

Information Other than the Standalone Financial Statements and Auditor''s Report Thereon

The Company''s Board of Directors is responsible for the other information. The other information comprises the Management report, Chairman''s statement, Director''s report, Business Responsibility and Sustainability Reporting but does not include the standalone financial statements and our auditor''s report thereon. The Management report, Chairman''s statement, Director''s report, Business Responsibility and Sustainability Reporting is expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.

When we read the Director''s report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance under SA 720 ''The Auditor''s responsibilities Relating to Other Information''.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Management and Those Charged with Governance are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

We give in "Annexure A” a detailed description of Auditor''s responsibilities for Audit of the Standalone Financial Statements.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books except for the matter stated in paragraph 2(h)(vi) below on reporting under Rule 11(g) of the companies (Audit and Auditors) Rules, 2014.

(c) The Standalone Balance Sheet, the Standalone Statement of Profit and Loss (including other comprehensive income), the Standalone Statement of Changes in Equity and the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31st March, 2024 taken on record by the Board of Directors, none of the directors are disqualified as on 31st March, 2024 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) The reservation relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 2(b) above on reporting under Section 143(3)(b) and paragraph 2(h)(vi) below on reporting under Rule 11(g).

(g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure C”.

(h) With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company does not have any pending litigations which would impact its financial position.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv. 1. The Management has represented that,

to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

2. The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

3. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has

come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

v. The Company has neither declared nor paid any dividend during the year.

vi. The reporting under Rule 11(g) of the companies (Audit and Auditors) Rules, 2014 is applicable from 1st April, 2023.

Based on our examination, the Company has used a software application for revenue, billing and receivables, purchases and payables and inventory management during the year-ended 31st March, 2024, which has a feature of recording the audit trail (edit log) facility. The same has been enabled at application as well as database level except that the database did not capture complete log of changes, wherein, it did not capture one particular characteristic of the changes made.

Further, the audit trail feature operated throughout the year for all relevant transactions recorded in the software application, except for the log of one particular characteristic of the changes made during the year for all relevant transactions recorded therein. Also, during the course of our examination, we did not come across any instance of the audit trail feature being tampered with. (Refer note 56(xii) to the financial statements)

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors during the year, is within the limits prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.

For M S K A & Associates

Chartered Accountants

ICAI Firm Registration No. 105047W

Vaijayantimala Belsare

Partner

Membership No. 049902

UDIN:24049902BKCREY5300

Place: Mumbai

Date: 29th May, 2024

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Mar 31, 2023

Entero Healthcare Solutions Private Limited

Report on the Audit of the Standalone Financial Statements 

Opinion

We have audited the accompanying standalone financial statements of Entero Healthcare Solutions Private Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (Including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2023, and loss, other comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.

Information Other than the Standalone Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the Director’s report but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Board of Directors for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the standalone financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.

We give in “Annexure A” a detailed description of Auditor’s responsibilities for Audit of the Standalone Financial Statements.

Report on Other Legal and Regulatory Requirements

1.    As required by the Companies (Auditor's Report) Order, 2020 (“the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in "Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2.    As required by Section 143(3) of the Act, we report that:

(a)    We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

(b)    In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

(c)    The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d)    In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.

(e)    On the basis of the written representations received from the directors as on March 31, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164 (2) of the Act.

(f)    With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure C”.

(g)    With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i.    The Company does not have any pending litigations which would impact its financial position.

ii.    The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

iii.    There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

iv.

(1)    The Management has represented that, to the best of its knowledge and belief, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(2)    The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with the understanding, whether recorded in writing or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(3)    Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

v.    The Company has neither declared nor paid any dividend during the year.

vi.    As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

3. In our opinion, according to information, explanations given to us, the provisions of Section 197 of the Act and the rules thereunder are not applicable to the Company as it is a private Company.

For M S K A & Associates

Chartered Accountants

ICAI Firm Registration No. 105047W

v

Vaijayahtimala Belsare

Partner \    JP^SO^%L

Membership No.049902    Jff*/'

UDIN: 23049902BGXVQK3566 Jfjc/

Place: Mumbai Date: August 3, 2023