Auditor Report of Unihealth Hospitals Ltd.

Mar 31, 2025

We have audited the accompanying Standalone Financial Statements
of Unihealth Hospitals Limited (Formerly known as Unihealth
Consultancy Limited) (the “Company”), which comprise the
Standalone Balance Sheet as at March 31, 2025, the Standalone
Statement of Profit and Loss, the Standalone Statement of Cash Flows
for the year ended on that date, and notes to the Standalone Financial
Statements including a summary of the significant accounting policies
and other explanatory information (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 accounting principles generally accepted in India,
of the state of affairs of the Company as at March 31, 2025, its profit
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 Auditors’ 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 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
whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

Information Other than the Standalone Financial Statements and
Auditors’ Report Thereon

The Company’s management and Board of Directors are responsible
for the preparation of the other information. The other information

comprises the information included in the Company’s Annual 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
during the course of our 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 Responsibility 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 Companies Act, 2013
(“the Act") with respect to the preparation of these Standalone
Financial Statements that give a true and fair view of the financial
position, Profit/loss and cash flows of the Company in accordance
with the accounting principles generally accepted in India,
including Accounting Standards (AS) specified under Section 133
of the Act, read with Rule 7 of the Companies (Accounts) Rules,
2014. 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 and ensuring
their operating effectiveness and 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, 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 management 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.

Auditors’ Responsibility 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 auditors’
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 scepticism 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.

• Obtain an understanding of internal financial 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
system 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.

• Conclude on the appropriateness of management’s use of the
going concern basis of accounting 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 auditors’ 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 auditors’
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
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.

Materiality is the magnitude of misstatements in the Standalone
Financial Statements that, individually or in aggregate, makes it

probable that the economic decisions of a reasonable knowledgeable
user of the standalone financial statements may be influenced. We
consider quantitative materiality and qualitative factors:

(i) In planning the scope of our audit work and in evaluating the
results of our work; and

(ii) To evaluate the effect of any identified misstatements in the
Standalone Financial Statements.

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.

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 in terms of
Section 143(11) of the Act, we give in “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, based on our audit,
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 Standalone Balance Sheet, the Standalone Statement
of Profit and Loss, the Standalone Statement of Cash
Flows dealt with by this Report are in agreement with the
relevant books of account.

d) In our opinion, the aforesaid Standalone Financial
Statements comply with the Accounting Standards
specified under Section 133 of the Act read with Rule 7 of
the Companies (Accounts) Rule, 2014.

e) On the basis of the written representations received
from the directors and taken on record by the Board of
Directors, none of the directors is disqualified as on March
31, 2025 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 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 Auditors
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 effect of pending litigations
which would impact its financial positions. (Note 27 of the
Standalone Financial Statements)

b) The company did not have any material foreseeable losses
on long term contracts including derivative contracts.

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 us that, to the

best of its knowledge and belief, no funds (which
are material either individually or in the aggregate)
have been advanced or loaned or invested (either
borrowed funds or share premium or any other
sources or kind of funds) to any other person or
entities, 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 us that, to the
best of its knowledge and belief, no funds (which
are material either individually or in the aggregate
have been received from any person or entities),
including foreign entities (Funding Party) 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 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 representation
under sub clause (i) and (ii) of Rule 11(e) of the
companies (Audit and Auditors) Rules 2014, as
provided under (d) (i) and (ii) above, contains any
material misstatement.

(e) The company has not declared or paid any dividend
during the year. Hence, compliance with section 123 of the
Companies Act, 2013 is not applicable.

(f) The reporting under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014 is applicable from 01st April,
2023. Based on our examination which included test
checks, the company has used an accounting software
for maintaining its books of account which has a feature
of recording audit trail (edit log) facility and the same
has been operated throughout of the year for all relevant
transactions recorded in the software. Further, during the
course of our audit we did not come across any instance
of audit trail feature being tampered with. 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 Auditors’
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.

For G.P. Kapadia & Co.

Chartered Accountants

(Firm’s Registration No.104768W)

Atul Desai

Partner

Membership No. 030850

Date: May 23, 2025

Place: Mumbai

UDIN: 25030850BMGXUZ4194

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Mar 31, 2024

UNIHEALTH CONSULTANCY LIMITED

(FORMERLY KNOWN AS UNIHEALTH CONSULTANCY PRIVATE LIMITED)

Report on Audit of the Standalone Financial Statements Opinion

We have audited the accompanying Standalone Financial Statements of Unihealth Consultancy Limited (Formerly known as Unihealth Consultancy Private Limited) (the “Company”), which comprise the Standalone Balance Sheet as at March 31, 2024, the Standalone Statement of Profit and Loss, the Standalone Statement of Cash Flows for the year ended on that date, and notes to the Standalone Financial Statements including a summary of the significant accounting policies and other explanatory information (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 accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2024, its profit 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 Auditors’ 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 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 whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Information Other than the Standalone Financial Statements and Auditors’ Report Thereon

The Company’s management and Board of Directors are responsible for the preparation of the other information. The other information comprises the information included in the Company’s Annual 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 during the course of our 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 Responsibility 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 Companies Act, 2013 (“the Act”) with respect to the preparation of these Standalone Financial Statements that give a true and fair view of the financial position, Profit/loss and cash flows of the Company in accordance with the accounting principles generally accepted in India, including Accounting Standards (AS) specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. 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 and ensuring their operating effectiveness and 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, 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 management 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.

Auditors’ Responsibility 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 auditors’ 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 scepticism 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.

• Obtain an understanding of internal financial 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 system 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.

• Conclude on the appropriateness of management’s use of the going concern basis of accounting 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 auditors’ 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 auditors’ 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 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.

Materiality is the magnitude of misstatements in the Standalone Financial Statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonable knowledgeable user of the standalone financial statements may be influenced. We consider quantitative materiality and qualitative factors:

(i) In planning the scope of our audit work and in evaluating the results of our work; and

(ii) To evaluate the effect of any identified misstatements in the Standalone Financial Statements.

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.

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 in terms of Section 143(11) of the Act, we give in “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, based on our

audit, 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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss, the Standalone Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rule, 2014.

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2024 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 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 effect of pending litigations which would impact its financial positions. (Note 27 of the Standalone Financial Statements)

b) The company did not have any material foreseeable losses on long term contracts including derivative contracts.

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 us that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either borrowed funds or share premium or any other sources or kind of funds) to any other person or entities, 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 us that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate have been received from any person or entities), including foreign entities (Funding Party) 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 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 representation under sub clause (i) and (ii) of Rule 11(e) of the companies (Audit and Auditors) Rules 2014, as provided under (d) (i) and (ii) above, contains any material misstatement.

(e) The company has not declared or paid any dividend during the year. Hence, compliance with section 123 of the Companies Act, 2013 is not applicable.

(f) The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable from 01st April, 2023. Based on our examination

which included test checks, the company has used an accounting software for maintaining its books of account

which has a feature of recording audit trail (edit log) facility and the same has been operated from 6th August, 2023 till the end of the year for all relevant transactions recorded in the software.

Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

C. With respect to the matter to be included in the Auditors’ 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.

For G.P. Kapadia & Co.

Chartered Accountants (Firm’s Registration No.104768W)

Atul Desai

Partner

Membership No. 030850 Date:23/05/2024 Place: Mumbai

UDIN:24030850BKAVUK9W678