Auditor Report of Metropolis Healthcare Ltd.

Mar 31, 2025

To the Members of Metropolis Healthcare Limited

Report on the Audit of the Standalone Financial StatementsOpinion

We have audited the standalone financial statements of Metropolis Healthcare Limited (the "Company") which comprise the standalone balance sheet as at 31 March 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.

the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2025, and its profit and other comprehensive loss, 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 SAs 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 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 we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matter(s)

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. 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.

Key audit matter 1
Impairment assessment of Goodwill and Intangible asset with indefinite life See Note 4 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
As disclosed in Note 4, the Company''s standalone financial statements includes Goodwill aggregating '' 41,542.55 lakhs pertaining to past acquisitions/ amalgamations. Further, the Company''s standalone financial statements also includes intangible assets with indefinite life (''Brand'') aggregating '' 29,387.00 lakhs, which was acquired pursuant to acquisition of Dr. Ganesan''s Hitech Diagnostic Centre Private Limited, which together represent 42% of total assets of the Company as at 31 March 2025. The Company tests goodwill and indefinite life intangible asset for impairment annually, or more frequently when there is an indication that the cash generating unit (''CGU'') to which goodwill and the indefinite life intangible asset has been allocated may be impaired. The recoverable value of the CGU has been derived using discounted cash flow model.	Our audit procedures included: â¢ Understanding the process followed by the Company in respect of the annual impairment analysis. â¢ Evaluating the design and implementation and testing the operating effectiveness of key internal controls related to the Company''s process of performing impairment assessment, including controls over determination of discount rate and terminal growth rate. â¢ Challenging the reasonableness of the assumptions, particularly forecasted revenue growth rate and related costs based on our knowledge of the Company and market. â¢ Assessing historical accuracy by comparing past forecasts to actual results achieved.

Key audit matter 1
We identified the assessment of impairment indicators in respect of goodwill and indefinite life intangible asset as a key audit matter considering: â¢ The significance of the value of goodwill and indefinite life intangible asset in the Standalone Balance Sheet.	_â¢	1 nvolving valuation professionals with specialised skills and knowledge to assist in evaluating the impairment model used and assumptions including discount rate and terminal growth rate applied by the Company, by comparing it to a range of rates that were independently developed using publicly available market indices and market data for
â¢ The degree of judgement involved in determining		comparable entities.
the recoverable amount of goodwill and indefinite life intangible asset including:	_â¢	Testing data used to develop the estimate for completeness and accuracy.
i. Valuation assumptions such as discount rate and terminal growth rate.	_â¢	Performing a sensitivity analysis to evaluate the impact of change in key assumptions individually or
ii. Business assumptions such as revenue growth		collectively to the recoverable value.
rate, related costs and the resultant cash flows	_â¢	Assessing the adequacy of disclosures in the
projected to be generated from the above.		standalone financial statements.

Key audit matter 2
Impairment assessment of investments in subsidaries See Note 5 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
The Company has investments in subsidiaries aggregating	Our	audit procedures included:
to '' 25,379.38 lakhs as at March 31, 2025. The Company	_â¢	Understanding the process followed by the Company
records the investments at cost less any provision for		in respect of the annual impairment analysis for
impairment loss.		investments in subsidiaries.
Changes in business environment could have a significant impact on the valuation of these investments. As such, the investments are tested for any triggers for impairment. If triggers are identified, the recoverable amounts of the investments are determined and if the amount is lower than the carrying value of the investments, impairment loss is recognized in the statement of profit and loss.	_â¢	Evaluating the design and implementation and testing the operating effectiveness of key internal controls related to the Company''s process for review of the annual impairment analysis, including controls over determination of discount rate and terminal growth rate.
	_â¢	Assessed the indicators for impairment of
The recoverable amount, which is based on the value in		investments in subsidiaries and compared the
use model, has been derived from the discounted cash		carrying values of the investment in subsidiaries
flow model.		with their respective net asset values and assessed
We identified the assessment of impairment indicators		the performance and their outlook.
and resultant provisions, if any, in respect of investment	_â¢	Evaluated key assumptions in the Company''s
in subsidiaries as a key audit matter considering:		valuation models used to determine recoverable
â¢ The significance of the value of these investments in the Standalone Balance Sheet		amount including assumptions of projected earnings before interest, taxes and depreciation and amortisation, growth rate and related costs based
â¢ Performance and net worth of these entities		on our knowledge of the Company and market.
â¢ The degree of judgement involved in determining the		Assessing historical accuracy by comparing past forecasts to actual results achieved.
recoverable amount of these investments including:
i. Valuation assumptions such as discount rate and terminal growth rate.	_â¢	Testing data used to develop the estimate for completeness and accuracy.
i. Business assumptions such as revenue growth rate, related costs and the resultant cash flows projected to be generated from the above.	_â¢	Performing a sensitivity analysis to evaluate the impact of change in key assumptions, individually or collectively, to the recoverable value.
	_â¢	Assessing the adequacy of the Company''s disclosures in the standalone financial statements.
	_â¢

Other Information

The Company''s Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and auditor''s report thereon. The Company''s annual report 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 will 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 annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

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

The Company''s Management and Board of Directors are 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 state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) 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 Board of Directors 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 is 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.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

â¢ Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

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 Section 143(11) of the Act, we give in the "Annexure A" a statement on

the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. 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. I n 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 the paragraph 2(B) (f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 and that (1) back-up of the accounting software has not been kept on servers physically located in India and on a daily basis, (2) back-up of inventory management software which form part of the ''books of account and other relevant books and papers in electronic mode'' has not been maintained on a daily basis and (3) backup of the customer management software, which forms part of the ''books of account and other relevant books and papers in electronic mode'', has not been maintained on a daily basis and in respct of which we are unable to comment whether back-up has been kept on servers physically located in India due to absence of information available with the Company.

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. I n our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 1 April 2025 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2025 from being appointed as a director in terms of Section 164(2) of the Act.

f. the modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

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

B. 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:

a. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its standalone financial statements - Refer Note 38 to the standalone financial statements.

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

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

d (i) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 51 to the standalone financial statements, 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, as on the date of this audit report 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.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 51 to the standalone financial statements, 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 Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, 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 (i) and (ii) above, contain any material misstatement.

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

f. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account, along with access management tools, as applicable, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:

In the absence of reporting on compliance with the audit trail requirements in the independent auditor''s report of service organisation for accounting softwares used for maintaining general ledger and customer records, which is operated by a third party software service provider, we are unable to comment whether

audit trail feature for the said software was enabled at database level and operated throughout the year for all the relevant transactions recorded in the softwares. Further, for the periods where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with. Additionally, where audit trail (edit log) facility was enabled and operated in the previous year, the audit trail has been preserved by the Company as per the statutory requirements for record retention.

C. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No.:101248W/W-100022

Rajesh Mehra

Place: Mumbai Date: 13 May 2025

Partner

Membership No.: 103145 ICAI UDIN:25103145BMOVSK4947

Mar 31, 2024

We have audited the standalone financial statements of Metropolis Healthcare Limited (the "Company") which comprise the standalone balance sheet as at 31 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.

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 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit and other comprehensive loss, 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 SAs are further described in the Auditorâs 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 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 we have obtained is sufficient and appropriate to provide a basis for our opinion on the standalone financial statements.

Key Audit Matter(s)

Key audit matter 1

Impairment assessment of Goodwill and Intangible asset with indefinite life See Note 4 to standalone financial statements

The key audit matter

How the matter was addressed in our audit

As disclosed in Note 4, The Companyâs standalone financial statements includes Goodwill aggregating Rs. 41,542.55 lakhs pertaining to past acquisitions/ amalgamations. Further, the Companyâs Standalone Financial Statements also includes intangible assets with indefinite life (''Brandâ) aggregating Rs. 29,387.00 lakhs, which was acquired pursuant to acquisition of Dr. Ganesanâs Hitech Diagnostic Centre Private Limited, which together represents 48% of total assets of the Company as at 31 March 2024.

The Company tests goodwill and indefinite life intangible asset for impairment annually, or more frequently when there is an indication, the cash generating unit to which goodwill and indefinite life intangible asset has been allocated may be impaired.

The recoverable value of the CGU which is based on the value in use model, has been derived from discounted cash flow model.

Our audit procedures included:

â¢ Understanding the process followed by the Company in respect of the annual impairment analysis.

â¢ Evaluating the design and implementation and testing the operating effectiveness of key internal controls related to the Company process of performing impairment assessment, including controls over determination of discount rate and terminal growth rate.

â¢ Challenging the reasonableness of the assumptions, particularly forecasted revenue growth rate and related costs based on our knowledge of the Company and market.

â¢ Assessing historical accuracy by comparing past forecasts to actual results achieved.

The key audit matter

How the matter was addressed in our audit

We identified the assessment of impairment indicators in respect of goodwill and indefinite life intangible asset as a key audit matter considering:

â¢ The significance of the value of goodwill and indefinite life intangible asset in the Standalone Balance Sheet.

â¢ The degree of judgement involved in determining the recoverable amount of goodwill and indefinite life intangible asset including:

i. Valuation assumptions such as discount rate and terminal growth rate.

ii. Business assumptions such as revenue growth rate, related costs and the resultant cash flows projected to be generated from the above.

â¢ Involving valuation professionals with specialised skills and knowledge to assist in evaluating the impairment model used and assumptions including discount rate and terminal growth rate applied by the Company by comparing it to a range of rates that were independently developed using publicly available market indices and market data for comparable entities.

â¢ Testing data used to develop the estimate for completeness and accuracy.

â¢ Performing a sensitivity analysis to evaluate the impact of change in key assumption individually or collectively to the recoverable value.

â¢ Assessing the adequacy of disclosures in the standalone financial statements.

Key audit matter 2

Impairment assessment of Investments in subsidiaries See Note 5 to standalone financial statements

The key audit matter

How the matter was addressed in our audit

The Company has investments in subsidiaries aggregating to Rs. 3,489.88 lakhs as at March 31, 2024. The Company records the investments at cost less any provision for impairment loss.

Changes in business environment could have a significant impact on the valuation of these investments. As such, the investments are tested for any triggers for impairment. If triggers are identified, the recoverable amounts of the investments are determined and if the amount is lower than the carrying value of the investments, impairment loss is recognized in the statement of profit and loss.

The recoverable amount, which is based on the value in use model, has been derived from discounted cash flow model. We identified the assessment of impairment indicators and resultant provisions, if any, in respect of investment in subsidiaries as a key audit matter considering:

â¢ The significance of the value of these investments in the Standalone Balance Sheet

â¢ Performance and net worth of these entities

â¢ The degree of judgement involved in determining the recoverable amount of these investments including:

i. Valuation assumptions such as discount rate and terminal growth rate.

ii. Business assumptions such as revenue growth rate, related costs and the resultant cash flows projected to be generated from the above.

Our audit procedures included:

â¢ Understanding the process followed by the Company in respect of the annual impairment analysis for investments in subsidiaries.

â¢ Evaluating the design and implementation and testing the operating effectiveness of key internal controls related to the Companyâs process relating to review of the annual impairment analysis, including controls over determination of discount rate and terminal growth rate.

â¢ Assessed the indicators of impairment of investments in subsidiaries and compared the carrying values of the investment in subsidiaries with their respective net asset values and assessed the performance and their outlook.

â¢ Evaluated key assumptions in the Companyâs valuation models used to determine recoverable amount including assumptions of projected earnings before interest, taxes and depreciation and amortisation, growth rate and related costs based on our knowledge of the Company and market. Assessing historical accuracy by comparing past forecasts to actual results achieved.

â¢ Testing data used to develop the estimate for completeness and accuracy.

â¢ Performing a sensitivity analysis to evaluate the impact of change in key assumptions individually or collectively to the recoverable value.

â¢ Assessing the adequacy of the Companyâs disclosures in the standalone financial statements.

Other Information

The Companyâs Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Company''s annual report, but does not include the financial statements and auditorâs report thereon. The Company''s annual report is expected to be made available to us after the date of this auditorâs report.

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

When we read the Company''s annual report, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions, as applicable under the relevant laws and regulations.

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

The Companyâs Management and Board of Directors are 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 state of affairs, profit/ loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) 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 Board of Directors are responsible for assessing the Companyâs 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 is also responsible for overseeing the Companyâs 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 auditorâs 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.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)

(i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events

or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditorâs report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern. â¢ Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditorâs Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. 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 matters stated in the paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act.

e. On the basis of the written representations received from the directors as on 01 April 2024 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of Section 164(2) of the Act.

f. the modification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A(b) above on reporting under Section 143(3)(b) and paragraph 2B(f) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.

B. With respect to the other matters to be included in the Auditorâs 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:

a. The Company has disclosed the impact of pending litigations as at 31 March 2024 on its financial position in its standalone financial statements - Refer Note 41 to the standalone financial statements.

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

c. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company. d (i) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 54 to the standalone financial statements, 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.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 54 to the standalone financial statements, 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, 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 Parties ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, 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 (i) and (ii) above, contain any material misstatement.

e. The interim dividend declared and paid by the Company during the year and until the

date of this audit report is in accordance with Section 123 of the Act.

f. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective softwares:

i. In the absence of reporting on compliance with the audit trail requirements in the independent auditor''s report of a service organisation for an accounting software used for maintaining books of accounts, which is operated by a third party software service provider, we are unable to comment whether audit trail feature for the said software was enabled at database level and operated throughout the year for all the relevant transactions recorded in the software.

ii. In the absence of an independent auditorâs report in relation to controls at a service organisation for an accounting software used for maintaining customer records (operated from 1 November 2023 to 31 March 2024), we are unable to comment whether audit trail feature for the said software was enabled at database level and operated from 1 November 2023 to 31 March 2024 for all the relevant transactions recorded in the software.

iii. In the absence of sufficient and appropriate evidence due to decommissioning of an accounting software used for maintaining registration of patients (operated from 1 April 2023 to 31 October 2023), we are unable to comment whether audit trail feature for the said software was enabled and operated from 1 April 2023 to 31 October 2023 for all the relevant transactions recorded in the software. Further, for the periods where audit trail (edit log) facility was enabled and

operated throughout the year for the respective accounting softwares, we did not come across any instance of the audit trail feature being tampered with.

C. With respect to the matter to be included in the Auditorâs Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration

paid/payable by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid/payable to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firmâs Registration No.:101248W/W-100022

Rajesh Mehra

Partner

Place: Mumbai Membership No.: 103145

Date: 21 May 2024 ICAI UDIN:24103145BKFWKY6212

Mar 31, 2023

Metropolis Healthcare Limited

Report on the Audit of the Standalone Financial Statements OPINION

We have audited the standalone financial statements of Metropolis Healthcare Limited (the "Companyâ) which comprise the standalone balance sheet as at March 31, 2023, 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 ended March 31,2023, 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 ("Actâ) in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2023, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.

BASIS FOR 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 of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a vwhole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Impairment assessment of Goodwill and Indefinite life intangible asset

See Note 4 to standalone financial statements

The key audit matter

How the matter was addressed in our audit

As disclosed in note 4, The Company''s standalone financial statements includes Goodwill aggregating Rs. 41,542.55 lakhs pertaining to past acquisitions/ amalgamations. Further, the Company''s Standalone Financial Statements also includes intangible assets with indefinite life (''Brand'') aggregating Rs. 29,387.00 lakhs, which was acquired pursuant to acquisition of Dr. Ganesan''s Hitech Diagnostic Centre Private Limited, which together represents 50% of total assets of the Company as at March 31,2023.

The recoverable value of the CGU which is based on the value in use model, has been derived from discounted forecast cash flow model.

We identified the assessment of impairment indicators in respect of goodwill and indefinite life intangible asset as a key audit matter considering:

â¢ The significance of the value of goodwill and indefinite life intangible asset in the Standalone Balance Sheet.

Our audit procedures included:

â¢ Understanding the process followed by the company in respect of the annual impairment analysis.

â¢ Evaluating the design and implementation and testing the operating effectiveness of key internal controls related to the company process of performing impairment assessment, including controls over determination of discount rate and terminal growth rate.

â¢ Challenging the reasonableness of the assumptions, particularly forecasted revenue growth rate and related costs based on our knowledge of the Company and market. Assessing historical accuracy by comparing past forecasts to actual results achieved.

â¢ Testing data used to develop the estimate for completeness and accuracy.

The key audit matter	How the matter was addressed in our audit
â¢ The degree of judgement involved in determining the	â¢	Performing a sensitivity analysis to evaluate the impact
recoverable amount of goodwill and indefinite life		of change in key assumption individually or collectively to
intangible asset including:		the recoverable value.
i. Valuation assumptions such as discount rate and	â¢	Assessing the adequacy of disclosures in the standalone
terminal growth rate.		financial statements.
ii. Business assumptions such as revenue growth rate,
related costs and the resultant cash flows projected to be generated from the above.
Impairment assessment of Investments in subsidiaries See Note 5 to standalone financial statements
The key audit matter	How the matter was addressed in our audit
The Company has investments in subsidiaries aggregating to	Our audit procedures included:
Rs. 3,489.88 lakhs as at March 31,2023. The Company records	â¢	Understanding the process followed by the Company in
the investments at cost less any provision for impairment loss.		respect of the annual impairment analysis for investments
Changes in business environment could have a significant		in subsidiaries.
impact on the valuation of these investments. As such, the	â¢	Evaluating the design and implementation and testing
investments are tested for any triggers for impairment.		the operating effectiveness of key internal controls
If triggers are identified, the recoverable amounts of the		related to the Company''s process relating to review of
investments are determined and if the amount is lower than		the annual impairment analysis, including controls over
the carrying value of the investments, impairment loss is		determination of discount rate and terminal growth rate.
recognized in the statement of profit and loss.	â¢	Assessed the indicators of impairment of investments
The recoverable amount which is based on the value in use		in subsidiaries and compared the carrying values of the
model, has been derived from discounted cash flow model.		investment in subsidiaries with their respective net asset
We identified the assessment of impairment indicators		values and assessed the performance and their outlook.
and resultant provisions, if any, in respect of investment in	â¢	Evaluated key assumptions in the Company''s valuation
subsidiaries as a key audit matter considering:		models used to determine recoverable amount including
â¢ The significance of the value of these investments in the		assumptions of projected earning before interest, taxes
Standalone Balance Sheet		and depreciation and amortisation, growth rate and
â¢ Performance and net worth of these entities		related costs based on our knowledge of the Company
â¢ The degree of judgement involved in determining the		and market. Assessing historical accuracy by comparing past forecasts to actual results achieved.
recoverable amount of these investments including:
i. Valuation assumptions such as discount rate and	â¢	Testing data used to develop the estimate for
terminal growth rate.		completeness and accuracy.
ii. Business assumptions such as revenue growth rate, related costs and the resultant cash flows projected to be generated from the above.	â¢	Performing a sensitivity analysis to evaluate the impact of change in key assumptions individually or collectively to the recoverable value.
	â¢	Assessing the adequacy of the Company''s disclosures in the standalone financial statements.
	â¢

OTHER INFORMATION

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.

MANAGEMENT''S AND BOARD OF DIRECTORS'' RESPONSIBILITIES FOR THE STANDALONE FINANCIAL STATEMENTS

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

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)

â¢ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including

any significant deficiencies in internal control that we identify during our audit.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Orderâ) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the "Annexure Aâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. 2 A. 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 that the back-up of the books of account and other relevant books and papers in electronic mode has not been kept on servers physically located in India on a daily basis during 11 August 2022 till 29 March 2023.

d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS 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 is disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act.

f. the qualification relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph 2A (b) above.

a. The Company has disclosed the impact of pending litigations as at March 31, 2023 on its financial position in its standalone financial statements - Refer Note 42 to the standalone financial statements.

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

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

d. (i) The management has represented

that, to the best of its knowledge and belief, as disclosed in the Note 57 to the standalone financial statements, 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 ("Intermediariesâ), 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 Beneficiariesâ) or provide any guarantee,

Place: Mumbai Date: 16 May 2023

security or the like on behalf of the Ultimate Beneficiaries.

(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 57 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Partiesâ), with the understanding, whether recorded in writing or otherwise, 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 Parties ("Ultimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

and (ii) of Rule 11(e), as provided under (i) and (ii) above, contain any material misstatement.

e. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with Section 123 of the Act.

f. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the Company only with effect from 1 April 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is not applicable.

C. With respect to the matter to be included in the Auditor''s Report under Section 197(16) of the Act: In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No.:101248W/W-100022

Sd/-

Tarun Kinger

Partner

Membership No.: 105003 ICAI UDIN:23105003BGYDKT9245

Mar 31, 2022

REPORT ON THE AUDIT OF THE REVISED STANDALONE FINANCIAL STATEMENTS

This Report supersedes our Report dated 24 May 2022. Opinion

We have audited the revised standalone financial statements of Metropolis Healthcare Limited (the "Company"), which comprise the revised standalone balance sheet as at 31 March 2022, and the revised standalone statement of profit and loss (including other comprehensive income), revised standalone statement of changes in equity and revised standalone statement of cash flows for the year then ended, and notes to the revised 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 revised standalone financial statements give the information required by the Companies Act, 2013 ("Act") in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2022, and its profit and 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 SAs are further described in the Auditor''s Responsibilities for the Audit of the revised 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 together with the ethical requirements that are relevant to our audit of the revised 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 on the revised standalone financial statements.

Emphasis of Matter

We draw attention to note 2 and 46 of the revised standalone financial statements which describes the basis of preparation and scheme of merger respectively. As explained in detail therein, these revised standalone financial statements for the year ended 31 March 2022 have been prepared pursuant to the Composite Scheme of Arrangement (''the Scheme'') for merger of its eight wholly owned subsidiaries ("the transferor companies"), with the Company, from the specified retrospective appointed date (1 April 2021), as approved by the National Company Law Tribunal (NCLT), Mumbai Bench, vide order dated 03 June 2022 ("Order"). As per the requirements of Appendix C to Ind AS 103 " Business Combination" , the merger has been given effect to as if it has occurred from the beginning of the preceding period (i.e 1 April 2020) in the revised standalone financial statements.

We issued a separate auditor''s report dated 24 May 2022 on these standalone financial statements to the members of the Company. The aforesaid petition having been approved subsequently, the Company has now prepared revised standalone financial statements incorporating the impact of the merger from 1 April 2020. In accordance with the provisions of Standard on Auditing 560 (Revised) ''Subsequent Events'' issued by The Institute of Chartered Accountants of India, our audit procedures, in so far as they relate to the revision to the Standalone Financial Statements, have been carried out solely on this matter and no additional procedures have been carried out for any other events occurring after 24 May 2022 (being the date of our earlier audit report on the earlier standalone financial statements). Our earlier audit report dated 24 May 2022 on the earlier standalone financial statements is superseded by this revised report on the revised standalone financial statements.

Our opinion is not modified in respect of above matters.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the revised standalone financial statements of the current period. These matters were addressed in the context of our audit of the revised standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

IMPAIRMENT ASSESSMENT OF LONG-TERM INVESTMENTS IN SUBSIDIARIES See note 5 to the revised standalone financial statements

The key audit matter

How the matter was addressed in our audit

The Company has long-term investments in subsidiaries (collectively "the investments") aggregating '' 63,497.35 lakhs as at 31 March 2022. The Company records the investments at cost less any provision for impairment loss.

Our audit procedures included:

â¢ Understanding the process followed by the Company in respect of the annual impairment analysis for long-term investments in subsidiaries.

The key audit matter	How the matter was addressed in our audit
Changes in business environment could have a significant	â¢	Evaluating the design and implementation and testing the
impact on the valuation of these investments. As such, the		operating effectiveness of key internal controls related
investments are tested for any triggers for impairment.		to the Companyâs process relating to review of the annual
If triggers are identified, the recoverable amounts of the		impairment analysis, including controls over determination
investments are determined and if the amount is lower than		of discount rate and terminal growth rate.
the carrying value of the investments, impairment loss is	â¢	Challenging the reasonableness of the assumptions,
recognised in the statement of profit and loss.		particularly forecasted revenue growth rate and related
The recoverable amount which is based on the value in use		costs based on our knowledge of the Company and market.
model, has been derived from discounted cash flow model.		Assessing historical accuracy by comparing past forecasts
We identified the assessment of impairment indicators		to actual results achieved.
and resultant provisions, if any, in respect of investment in	â¢	Involving the valuation professionals with specialised skills
subsidiaries as a key audit matter considering:		and knowledge to assist in evaluating the impairment
â¢ The significance of the value of these investments in		model used and assumptions (including discount rate and
the revised Standalone Balance Sheet.		terminal growth rate applied by the Company by comparing
â¢ Performance and net worth of these entities and		it to a range of rates that were independently developed using publicly available market indices and market data for
â¢ The degree of judgement involved in determining the		comparable entities). Applying additional sensitivities to
recoverable amount of these investments including:		assess the reasonableness of the above key assumptions.
- Valuation assumptions such as discount rate and	â¢	Testing data used to develop the estimate for completeness
terminal growth rate.		and accuracy.
- Business assumptions such as revenue growth	â¢	Performing a sensitivity analysis to evaluate the impact of
rate, related costs and the resultant cash flows		change in key assumptions individually or collectively to the
projected to be generated from these i nvestments.		recoverable value.
	â¢	Evaluating the adequacy of the Companyâs disclosures in the revised standalone financial statements in respect of its impairment testing.

OTHER INFORMATION

The Companyâs Management and Board of Directors are responsible for the other information. The other information comprises the information included in the Companyâs annual report, but does not include the revised standalone financial statements and our revised auditorâs report thereon.

Our opinion on the revised 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 revised 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 revised 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.

MANAGEMENT''S AND BOARD OF DIRECTORS'' RESPONSIBILITIES FOR THE REVISED STANDALONE FINANCIAL STATEMENTS

The Companyâs Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these revised standalone financial statements that give a true and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) 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 revised 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 revised standalone financial statements, the Management and Board of Directors are responsible for assessing the Companyâs 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 is also responsible for overseeing the Companyâs financial reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE AUDIT OF THE REVISED STANDALONE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the revised standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an revised auditorâs 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 revised standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

â¢ Identify and assess the risks of material misstatement of the revised standalone financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

â¢ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements

in place and the operating effectiveness of such controls. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Management and Board of Directors.

Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of revised standalone financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Companyâs ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our revised auditorâs report to the related disclosures in the revised standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our earlier auditorâs report. However, future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the revised standalone financial statements, including the disclosures, and whether the revised standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the revised standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our revised auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS

1. As required by the Companies (Auditorâs Report) Order, 2020 ("the Order") issued by the Central Government of India in terms of Section 143 (11) of the Act, we give in the "Annexure A" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2 A. 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 revised standalone balance sheet, the revised standalone statement of profit and loss (including other comprehensive income), the revised standalone statement of changes in equity and the revised standalone statement of cash flows dealt with by this Report are in agreement with the books of account;

d. In our opinion, the aforesaid revised standalone financial statements comply with the Ind AS specified under Section 133 of the Act;

e. On the basis of the written representations received from the directors as on 31 March 2022 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2022 from being appointed as a director in terms of Section 164(2) of the Act; and

f. With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate revised Report in "Annexure B".

B. With respect to the other matters to be included in the Revised Auditorâs Report in accordance with Rule 11 of the Companies (Audit and Auditorâs) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

a. The Company has disclosed the impact of pending litigations as at 31 March 2022 on its financial position in its revised standalone

financial statements - Refer Note 42 to the revised standalone financial statements;

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

c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company;

d (i) The Management represented that, to the best of itâs knowledge and belief, as disclosed in Note 59 to the revised standalone financial statements, 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 persons or entities, including foreign entities (intermediaries), with the understanding, whether recorded in writing or otherwise, that the intermediaries 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;

(ii) The Management represented, that, to the best of itâs knowledge and belief, as disclosed in Note 59 to the revised standalone financial statements, no funds have been received by the Company from any persons or entities, including foreign entities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, 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;

(iii) Based on such audit procedures as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.

e. The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with section 123 of the Act.

C. With respect to the matter to be included in the Revised Auditorâs Report under Section 197(16) of the Act:

For B S R & Co. LLP

Chartered Accountants Firm''s Registration No.: 101248W/W-100022

Sd/-

Tarun Kinger

Partner

Mumbai Membership No. 105003

18 July 2022 UDIN: 22105003ANDQMU7346

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