Auditor Report of Zota Healthcare Ltd.

Mar 31, 2025

We have audited the accompanying standalone
financial statements of ZOTA HEALTH CARE LIMITED
(the "Company"), which comprise the Balance Sheet
as at March 31, 2025, the Statement of Profit and
Loss (including Other Comprehensive Income), the
Statement of Changes in Equity and the Cash Flows
for the year ended on that date and a summary of the
material accounting policies and other explanatory
information (hereinafter referred to as the "standalone
financial statementsâ).

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 Actâ) in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules,
2015, as amended, ("Ind ASâ) and other accounting
principles generally accepted in India, of the state of
affairs of the Company as at March 31,2025, the profit
and total comprehensive income, changes in equity
and its cash flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financial
statements in accordance with the Standards on
Auditing (SAs) specified under section 143(10) of
the Companies Act, 2013. Our responsibilities under
those Standards are further described in the Auditor''s
Responsibilities for the Audit of the standalone
financial statements section of our report. We are
independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered
Accountants of India (ICAI) together with the
independence requirements that are relevant to our
audit of the standalone financial statements under the
provisions of the Act and the Rules made thereunder,
and we have fulfilled our other ethical responsibilities
in accordance with these requirements and the ICAI''s
Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide
a basis for our audit opinion on the standalone financial
statements.

KEY AUDIT MATTERS

We have determined that there are no key audit
matters to communicate in our report.

INFORMATION OTHER THAN THE
FINANCIAL STATEMENTS AND AUDITOR''S
REPORT THEREON

The Company''s Board of Directors is responsible
for the other information. The other information
comprises the information included in the 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 identified above 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 work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact. We
have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND
THOSE CHARGED WITH GOVERNANCE
FOR THE STANDALONE FINANCIAL
STATEMENTS

The Company''s Management and Board of Directors
is responsible for the matters stated in section 134(5)
of the Act with respect to the preparation of these
standalone financial statements that give a true and fair
view of the financial position, financial performance,
total comprehensive income, changes in equity and
cash flows of the Company in accordance with the Ind
AS and other accounting principles generally accepted
in India. This responsibility also includes maintenance
of adequate accounting records in accordance with
the provisions of the Act for safeguarding 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
Company''s 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 of the Company is also
responsible for overseeing the Company''s financial
reporting process.

AUDITOR''S RESPONSIBILITIES FOR THE
AUDIT OF THE 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:

- 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
controls 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 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 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.

- 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 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 purpose of our audit.;

b In our opinion proper books of accounts
as required by Law have been kept by the
Company, so far as it appears from our
examination of the books;

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

d In our opinion, the aforesaid standalone
financial statements comply with the 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, 2025 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 over financial reporting of
the Company and the operating effectiveness
of such controls, refer to our separate Report
in "Annexure A". Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the Company''s
internal financial controls with reference to
Standalone Financial Statements.;

g With respect to the other matters to be
included in the auditor''s report in accordance
with the requirements of section 197(16) of
the Act, as amended, in our opinion and to the
best of our information and according to the
explanations given to us, the remuneration
paid by the Company to its directors during
the year is in accordance with the provisions
of section 197 read with Schedule V to
the Act.

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

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

(ii) The Company did not have any longÂ¬
term contracts including derivatives
contracts for which there were any
material foreseeable losses.

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

(iv) (a) The Management has represented

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 from
borrowed funds or share premium
or any other sources or kind of
funds) by the Company to or in any
other person or entity, including
foreign entity ("Intermediariesâ),
with the understanding, whether
recorded in writing or otherwise,
that the Intermediary shall, whether,
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, security or the like on
behalf of the Ultimate Beneficiaries;

(b) The Management has represented,
that, to the best of its knowledge
and belief, no funds (which are
material either individually or in the
aggregate) have been received
by the Company from any person
or entity, including foreign entity
("Funding Partiesâ), with the
understanding, whether recorded
in writing or otherwise, that the
Company shall, whether, 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
Beneficiariesâ) or provide any
guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(c) 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 (a) and
(b) above, contain any material
misstatement.

(v) (a) The final dividend paid by the
Company during the year in respect
of the same declared for the
previous year is in accordance with
section 123 of the Act to the extent
it applies to payment of dividend.

(b) The Board of Directors of the
Company have proposed final
dividend for the year which is
subject to the approval of the
members at the ensuing Annual
General Meeting. The amount of
dividend proposed is in accordance
with section 123 of the Act, as
applicable.

(vi) 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 operated throughout 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. Additionally, the audit trail has
been preserved by the Company as
per the statutory requirements for
record retention.

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

For Pradeep K Singhi & Associates

Chartered Accountants
ICAI Firm Reg. No. 0126027W

Pradeep Kumar Singhi

Partner

Date: 29-05-2025 M. No. 200/024612

Place: Surat UDIN: 25024612BMONJJ1141

Mar 31, 2024

To the Members of Zota Health Care Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

I have audited the accompanying standalone financial statements of ZOTA HEALTH CARE LIMITED (the "Company"), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flows for the year ended on that date and a summary of the material accounting policies and other explanatory information (hereinafter referred to as the âstandalone financial statementsâ).

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

BASIS FOR OPINION

I conducted my audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Companies Act, 2013. My responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the standalone financial statements section of my report. I am independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to my audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the standalone financial statements.

KEY AUDIT MATTERS

I have determined that there are no key audit matters to communicate in my report.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITOR''S REPORT THEREON

The Company''s Board of Directors is responsible for the preparation of the other information. The other

information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance Report and Shareholder''s Information, but does not include the standalone financial statements and my auditor''s report thereon.

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

In connection with my audit of the standalone financial statements, my 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 my knowledge obtained during the course of my audit or otherwise appears to be materially misstated.

If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact. I have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Management and Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

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

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

My 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 my 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, I exercise professional judgment and maintain professional skepticism throughout the audit. I 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 my 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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3)(i) of the Act, I am also responsible for expressing my 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 management.

disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor''s 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.

I 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 I identify during my audit.

I also provide those charged with governance with a statement that I 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 my independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, I 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. I describe these matters in my auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my 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 Section 143(3) of the Act, I report that:

a. I have sought and obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my audit.;

b. In my opinion proper books of accounts as required by Law have been kept by the Company, so far as it appears from my examination of the books;

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

d. In my opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

e. On the basis of the written representations received from the directors as on March 31, 2024 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 over financial reporting of the Company and the operating effectiveness of such controls, refer to my separate Report in "Annexure A";

g. In my opinion and to the best of my information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 read with Schedule V to the Act;

h. With respect to the other matters to be included in the Auditor''s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in my opinion and to the best of my knowledge and belief and according to the information and explanations given to me:

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

(ii) The Company did not have any longterm contracts including derivatives contracts for which there were any material foreseeable losses.

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

(iv) (a) The Management has represented

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 from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in

other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(c) 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 (a) and (b) above, contain any material misstatement.

(v) (a) The final dividend paid by the

Company during the year in respect of the same declared for the previous year is in accordance with Section 123 of the Act to the extent it applies to payment of dividend;

(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with Section 123 of the Act, as applicable.

(vi) 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 operated throughout 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 provision 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.

2. As required by the Companies (Auditor''s Report) Order, 2020, issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act (the "Order") and according to the information and explanations given to me, I enclose in the "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

For Shivangi Parekh & Co.

Chartered Accountants ICAI Firm Reg. No. 131449W

CA. Shivangi Parekh

Proprietor

Date: 29-05-2024 M. No. 118936

Place: Surat UDIN: 24118936BKEXIT8523

Mar 31, 2023

Zota Health Care Limited

REPORT ON THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

I have audited the accompanying standalone financial statements of ZOTA HEALTH CARE LIMITED (the âCompanyâ), which comprise the Balance Sheet as at 31 March, 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flows for the year ended on that date and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the âstandalone financial statementsâ).

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

BASIS FOR OPINION

I conducted my audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. My responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the standalone financial statements section of my report. I am independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to my audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the ICAIâs Code of Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the standalone financial statements.

KEY AUDIT MATTERS

I have determined that there are no key audit matters to communicate in my report.

INFORMATION OTHER THAN THE FINANCIAL STATEMENTS AND AUDITORâS REPORT THEREON

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance Report and Shareholder''s Information, but does not include the standalone financial statements and my auditor''s report thereon.

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

If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact. I have nothing to report in this regard.

RESPONSIBILITIES OF MANAGEMENT AND THOSE CHARGED WITH GOVERNANCE FOR THE STANDALONE FINANCIAL STATEMENTS

The Company''s Management and Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

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, I exercise professional judgment and maintain professional skepticism throughout the audit. I 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 my 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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, I am also responsible for expressing my 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 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 I conclude that a material uncertainty exists, I am required to draw attention in my auditor''s report to the related disclosures in the standalone financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor''s 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.

From the matters communicated with those charged with governance, I 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.

I describe these matters in my auditorâs report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, I determine that a matter should not be communicated in my 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 section 143(3) of the Act, I report that:

a. I have sought and obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my audit;

b. In my opinion proper books of accounts as required by Law have been kept by the Company, so far as it appears from my examination of the books;

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

h. 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, as amended in my opinion and to the best of my knowledge and belief and according to the information and explanations given to me:

(i) The Company does not have any

pending litigations which would impact its financial position;

(ii) The Company did not have any longterm contracts including derivatives

contracts for which there were any material foreseeable losses;

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

(iv) (a) The Management has represented 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 from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;

(b) The Management has represented, that, to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

(c) 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 (a) and (b) above, contain any material misstatement.

(v) (a) The final dividend paid by the Company

during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

(b) The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.

(vi) Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from 1 April, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31 March, 2023.

2. As required by the Companies (Auditor''s Report) Order, 2020, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (the âOrderâ) and according to the information and explanations given to me, I enclose in the âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

Mar 31, 2021

Report on the Audit of the standalone Ind AS financial statements

I have audited the accompanying Ind AS financial statements of ZOTA HEALTH CARE LIMITED (the âcompanyâ), which comprise the Balance Sheet as at March 31, 2021, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flows for the year ended on that date and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as the âstandalone Ind AS financial statementsâ).

In my opinion and to the best of my information and according to the explanations given to me, the aforesaid standalone Ind AS financial statements give the information required by the Companies Act, 2013 (âthe Actâ) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (âInd ASâ) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2021, the profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

BASIS FOR OPINION

I conducted my audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Companies Act, 2013. My responsibilities under those Standards are further described in the Auditor''s Responsibilities for the Audit of the standalone Ind AS financial statements section of my report. I am independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independence requirements that are relevant to my audit of the standalone Ind AS financial statements under the provisions of the Act and the Rules made thereunder, and I have fulfilled my other ethical responsibilities in accordance with these requirements and the ICAI''s Code of Ethics. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the standalone Ind AS financial statements.

KEY AUDIT MATTERS

I have determined that there are no key audit matters to communicate in my report.

INFORMATION OTHER THAN THE STANDALONE IND AS FINANCIAL STATEMENTS AND AUDITORâS REPORT THEREON

The Company''s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Management Discussion and Analysis, Board''s Report including Annexures to Board''s Report, Business Responsibility Report, Corporate Governance Report and Shareholder''s Information, but does not include the standalone Ind AS financial statements and my auditor''s report thereon.

My opinion on the standalone Ind AS financial statements does not cover the other information and I do not express any form of assurance conclusion thereon.

In connection with my audit of the standalone Ind AS financial statements, my responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements or my knowledge obtained during the course of my audit or otherwise appears to be materially misstated.

If, based on the work I have performed, I conclude that there is a material misstatement of this other information, I am required to report that fact. I have nothing to report in this regard.

MANAGEMENTâS RESPONSIBILITY FOR THE IND AS STANDALONE IND AS FINANCIAL STATEMENTS

The Company''s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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 Ind AS 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 Ind AS financial statements, management is responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

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

AUDITORâS RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS

My objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 my 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 Ind AS financial statements.

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

-Identify and assess the risks of material misstatement of the standalone Ind AS 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 my 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 controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, I am also responsible for expressing my 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 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 I conclude that a material uncertainty exists, I am required to draw attention in my auditor''s report to the related disclosures in the standalone Ind AS financial statements or, if such disclosures are inadequate, to modify my opinion. My conclusions are based on the audit evidence obtained up to the date of my auditor''s 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 Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

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

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS:

1 As required by section 143(3) of the Act, I report that :

a I have sought and obtained all the information and explanations, which to the best of my knowledge and belief were necessary for the purpose of my audit.;

b In my opinion proper books of accounts as required by Law have been kept by the company, so far as it appears from my examination of the books;

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

d In my opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended;

e On the basis of the written representations received from the directors as on March 31, 2021 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2021 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 over financial reporting of the company and the operating effectiveness of such controls, refer to my separate Report in "Annexure Aâ;

g In my opinion and to the best of my information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 read with Schedule V to the Act;

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

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

(ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Holding Company during the year ended March 31, 2021.

2 As required by the Companies (Auditor''s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (the âOrderâ) and according to the information and explanations given to me, I enclose in the âAnnexure Bâ a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable

For Shivangi Parekh & Co.

Chartered Accountants ICAI Firm Reg. No. 131449W

Date: 25-06-2021 Sd/-

Place: Surat CA. Shivangi Mehta

Proprietor M. No. 118936 UDIN: 21118936AAAABP9703

Mar 31, 2018

Report on the Indian Accounting Standards (Ind AS) Financial Statements

We have audited the accompanying Ind AS financial statements of ZOTA HEALTH CARE LIMITED (the âcompanyâ), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended and a summary of the significant accounting policies and other explanatory information.

Managementâs Responsibility for the Ind AS Financial Statements

The companyâs Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (the âActâ) with respect to the preparation of these Ind AS financial statements to give a true and fair view of the financial position, financial performance (including other comprehensive income), cash flows and changes in equity of the company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditorâs Responsibility:

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

We have taken into account the provisions of the Act and the Rules made there under including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditorsâ judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the companyâs preparation of the Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the companyâs Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Auditorâs Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by 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, 2018, and its total comprehensive income (comprising of profit and other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Other Matter

The comparative financial information of the company for the year ended March 31, 2017 and the transition date opening Balance Sheet as at April 1, 2016 included in these Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by the predecessor auditor who expressed an unmodified opinion vide reports dated May 30, 2017 and July 25, 2016 respectively. The adjustments to those financial statements for the differences in accounting principles adopted by the company on transition to the Ind AS have been audited by us.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditorâs Report) Order, 2016, issued by the Central Government of India in terms f sub-section (11) of section 143 of the Act (the âOrderâ) and according to the information and explanations given to us, We enclose in the âAnnexure Aâ a statement on the matters specified there in.

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

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

b) In our opinion proper books of accounts as required by Law have been kept by the company, so far as it appears from our examination of the books;

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

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

e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 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 over financial reporting of the company and the operating effectiveness of such controls, refer to our separate Report in âAnnexure Bâ.

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

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

(ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable lossesâ

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

ANNEXURE âBâ TO THE AUDITORâS REPORT

We have audited the internal financial controls over financial reporting of ZOTA HEALTH CARE LIMITED (âthe Companyâ) as of 31 st March 2018 in conjunction with our audit of the standalone financial statements of the Company for the period ended on that date.

Managementâs Responsibility for Internal Financial Controls

The Companyâs management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (âICAIâ). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditorsâ Responsibility

Our responsibility is to express an opinion on the Companyâs internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditorâs judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companyâs internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A companyâs internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companyâs internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companyâs assets that could have a material effect on the condensed financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 st March 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For D S M & Co

Chartered Accountants

Sd/-

CA. Dhaval S. Maheta

Proprietor

Date: 30-05-2018 M. No. 120700

Place : Surat Firm No. 132003W

Mar 31, 2016

The Members,

ZOTA HEALTH CARE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of ZOTA HEALTH CARE LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

The Company''s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and Matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements

Auditor''s Opinion:

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India;

(a) in the case of the Balance Sheet, of the state of affairs of the Company for the year ended on 31st March, 2016;

(b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date and

Report on Other Legal and Regulatory Requirements:

1 As required by the Companies (Auditor''s Report) Order, 2016 issued by the Company Law Board in terms of Section 143(11) of the Companies Act, 2013, We enclose in the "Annexure A" a statement on the matters specified there in.

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

- We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.;

- In our opinion proper books of accounts as required by Law have been kept by the company, so far as it appears from our examination of the books;

- The Balance Sheet, Profit & Loss Account and cash flow referred to in the report are in agreement with the books of accounts;

- In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

- There is nothing to disclose which is having adverse effect on the functioning of the company.

- According to the information and explanations given to us and on the basis of written representations received from the directors as on March 31, 2016, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2016, from being appointed as a director in terms of sub-section (2) of section 164 of the Act.

- With respect to the other matters included in the Auditor''s Report and to best of our information and according to the explanations given to us:

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

(ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses

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

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (âthe Actâ)

Annexure - B to the Auditors'' Report

We have audited the internal financial controls over financial reporting of Zota Health Care Limited (âthe Companyâ) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.

Management''s Responsibility for Internal Financial Controls

The Company''s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (''ICAI''). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors'' Responsibility

Our responsibility is to express an opinion on the Company''s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the âGuidance Noteâ) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company''s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company''s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company''s internal financial control over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company''s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31 March 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

As required by the Companies (Auditor''s Report) Order, 2016 and according to the information and explanations given to us during the course of audit and on the basis of such checks as were considered appropriate, I report that :

ANNEXURE "A" TO THE AUDITORS REPORT

Sr. No.	Particulars	Auditors Remark
(i)	(a) Whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;	The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.
	(b) Whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;	According to the information and explanations given to us, the fixed assets have been physically verified by the management during the year at reasonable intervals. As explained to us, no material discrepancies were noticed as compared to the books records, on such physical verification.
	(c) Whether title deeds of immovable properties are held in the name of the company. If not, provide details thereof.	According to the information and explanations given to us, all the immovable properties are in the name of the company.
(ii)	Whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed	As explained to us, inventory of the Company has been physically verified during the year by the management at regular intervals. No material discrepancies were noticed as compared to the books records, on such physical

	and if so, how they have been dealt with in the books of account;	verification.
(iii)	Whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered by clause (76) of Section 2 of the Companies Act, 2013. If so,	As per the information and explanations given to us, the company has not granted any loans, secured or unsecured, to companies, firms or other parties covered by clause (76) of Section 2 of the Companies Act, 2013.
	(a) Whether the terms and conditions of the grant of such loans are not prejudicial to the company''s interest;	N.A.
	(b) Whether receipt of the principal amount and interest are regular. If not provide details thereof; and	N.A.
	(c) If overdue amount is more than rupees five lakhs, whether reasonable steps have been taken by the company for recovery of the principal and interest;	N.A.
(iv)	In respect of loans, investments and guarantees, whether provisions of Section 185 and 186 of the Companies Act, 2013 have been complied with. If not, provide details thereof.	As per the information and explanations given to us, the company has complied provisions of Sec-185 & Sec-186 of the Companies Act, 2013.
(v)	In case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed there under, where applicable, have been complied with? If not, the nature of such contraventions be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal,	According to the information and explanations given to us, the Company has not accepted deposits from the public and the other security deposits accepted are not considered as deposits as per section 73 to 76. Accordingly, the provisions of Section 73 to 76 of the Companies Act, 2013 and rules framed there under have been complied with.

	whether the same has been complied with or not?
(vi)	Whether maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and whether such accounts and records have been so made and maintained;	According to the information & explanation given to us, cost records has been maintained by the company as prescribed under sub section (1) of section 148 of the Companies Act, 2013.
(vii)	(a) whether the company is regular in depositing undisputed statutory dues including provident fund, employees'' state insurance, income-tax, sales-Lax, , service tax, duty of customs, duty of excise, value added tax, and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.	According to the information and explanations given to us and according to the records, the Company has generally been regular in depositing undisputed statutory dues with appropriate authorities during the year. According to the and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March 2016 for a period of more than six months from the date they became payable.
	(b) Where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not be treated as a dispute).	According to the information and explanations given to us and the statutory examination of the records, there are no disputed dues which have not been deposited on account of Disputed matters pending before the appellate authorities.
^(viii)	Whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported (in case of banks and financial institutions, lender wise details to be	In our opinion and according to the information and explanation given to us, the Company has not defaulted in repayment of dues to the bank or financial institutions during the year.

	provided).
(ix)	Whether moneys raised by way of public issue/ follow-on offer (including debt instruments) and term loans were applied for the purposes for which those are raised. If not, the details together with delays / default and subsequent rectification, if any, as may be applicable, be reported;	According to the information and explanations given to us, no money was raised by way of public issue and term loans.
(x)	Whether any fraud by the company or any fraud on the Company by its officers/ employees has been noticed or reported during the year; if yes, the nature and the amount involved be indicated.	According to the information and explanations given to us, no fraud has been noticed or reported during the year by the company or on the company.
(xi)	Whether managerial remuneration has been paid / provided in accordance with the requisite approvals mandated by the provisions of section 197 read with schedule V to the Companies Act? If not, state the amount involved and steps taken by the company for securing refund of the same.	According to information given to us managerial remuneration has been paid in accordance with the provisions of section 197 read with schedule V of the Companies Act, 2013.
(xii)	Whether the Nidhi Company has complied with the Net Owned Fund in the ratio of 1: 20 to meet out the liability and whether the Nidhi Company is maintaining 10% liquid assets to meet out the unencumbered liability.	Not Applicable
^(xiii)	Whether all transactions with the related parties are in compliance with Section 188 and 177 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc. as required by the accounting standards and Companies Act, 2013.	According to the information given to us all transactions with the related parties are in compliance with Section 188 and 177. Also, the details of the related party transactions have been disclosed in the Financial Statements as required by the accounting standards and the Companies Act, 2013.

^(xiv)

Whether the company has made any preferential allotment / private placement of shares or fully or partly convertible debentures during the year under review and if so, as to whether the requirement of Section 42 of the Companies Act, 2013 have been complied and the amount raised have been used for the purposes for which the funds were raised. If not, provide details thereof.

According to the information and explanations given to us, the company has not issued shares.

^(xv)

Whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether provisions of Section 192 of Companies Act, 2013 have been complied with.

According to the information and explanations given to us and according to the records, the company has not entered into any non-cash transactions with directors or persons connected with him.

Pradeep K. Singhi & Associates

Chartered Accountants

sd/

CA. Pradeep Kumar Singhi

Date : 25/07/2016 Partner

Place : Surat M. No. 200/24612

Firm Reg. No. 126027W

Mar 31, 2015

INDEPENDENT AUDITOR S REPORT TO THE MEMBERS

The Members,

ZOTA HEALTH CARE LIMITED Report on the Financial Statements

We have audited the accompanying financial statements of ZOTA HEALTH CARE LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2015, the Statement of Profit and Loss, the Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information. â¢

Managementâs Responsibility for the Financial Statements:

The Companyâs Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ("the Actâ) with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements

Auditor''s Opinion:

(a) in the case of the Balance Sheet, of the state of affairs of the Company for the year ended on 31st March, 2015;

(b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date and

in the case of the Cash Flow Statement, of the cash flows for the period from year ended on that date Report on Other Legal and Regulatory Requirements:

1 As required by the Companies (Auditor''s Report) Order, 2004 issued by the Company Law Board in terms of Section 143(11) of the Companies Act, 2013, We enclose in the "Annexure A" a statement on the matters specified there in.

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

- We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.;

- In our opinion proper books of accounts as required by Law have been kept by the company, so far as it appears from our examination of the books;

- The Balance Sheet, Profit & Loss Account and cash flow referred to in the report are in agreement with the books of accounts;

- In our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

- There is nothing to disclose which is having adverse effect on the functioning of the company.

- According to the information and explanations given to us and on the basis of written representations received from the directors as on March 31, 2015, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2015, from being appointed as a director in terms of sub-section (2) of section 164 of the Act.

- With respect to the other matters included in the Auditorâs Report and to best of our information and according to the explanations given to us:

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

(ii) The Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses

(in) There were no amounts which required to be transferred, to the Investor Education and Protection Fund by the Company

ZOTA HEALTH CARE LIMITED

As required by the Companies (Auditor''s Report) Order, 2004 and according to the information .

and explanations given to us during the course of audit and on the basis of such checks as were considered appropriate, I report that:

S. No.	Particulars	Auditors Remark
(0	(a) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets;	Yes company is maintaining proper records. Of Fixed assets
	(b) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;	Yes
00	(a) whether physical verification of inventory has been conducted at reasonable intervals by the management;	Yes
	(b) are the procedures of physical verification of inventory followed by the management reasonable and adequate in relation to the size of the company and the nature of its business. If not, the inadequacies in such procedures should be reported;	Yes procedures of physical verification of inventory followed by the management is reasonable and adequate.
	(c) whether the company is maintaining proper records of inventory and whether any material discrepancies were noticed on physical verification and if so, whether the same have been properly dealt with in the books of account;	Yes Company is maintaining proper records of Inventory and no material discrepancy was noticed.
Oil)	(iii) whether the company has granted any loans, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act. If so,	No. During the year under audit no such loans were given.

	(a) whether receipt of the principal amount and interest are also regular; and	N.A.
	(b) if overdue amount is more than rupees one lakh, whether reasonable steps have been taken by the company for recovery of the principal and interest;	N.A.
Civ)	is there an adequate internal control system commensurate with the size of the company and the nature of its business, for the purchase of inventory and fixed assets and for the sale of goods and services. Whether there is a continuing failure to correct major weaknesses in internal control system.	Yes internal control system is adequate. No. major weakness has been noticed in the internal control system.
(v)	in case the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under, where applicable, have been complied with? If not, the nature of contraventions should be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?	No. Company has not accepted any deposits. Directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under have been complied.
(Vi)	where maintenance of cost records has been specified by the Central Government under subsection (1) of section 148 of the Companies Act, whether such accounts and records have been made and maintained;	Yes maintained.
(vii)	(a) is the company regular in depositing undisputed statutory dues including provident fund, employeesâ state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated by the auditor.	Yes.

	(b) in case dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not constitute a dispute).	No. such dispute is present.
	(c) whether the amount required to be transferred to investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules made there under has been transferred to such fund within time.	N.A
(viii)	whether in case of a company which has been registered for a period not less than five years, its accumulated losses at the end of the financial year are not less than fifty per cent of its net worth and whether it has incurred cash losses in such financial year and in the immediately preceding financial year;	N.A. as company has no accumulated losses.
(ix)	whether the company has defaulted in repayment of dues to a financial institution or bank or debenture holders? If yes, the period and amount of default to be reported;	No.
(x)	whether the company has given any guarantee for loans taken by others from bank or financial institutions, the terms and conditions whereof are prejudicial to the interest of the company;	No.
(xi)	whether term loans were applied for the purpose for which the loans were obtained;	Yes
(xii)	whether any fraud on or by the company has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated.	No.

For PRADEEP K. SINGHI & ASSOCIATES

Chartered Accountants

SD/-

CA. Pradeep Kumar Singhi

Place: Surat Partner

Date : 24/08/2015 Membership No. 200/24612 _Firm No. 126027W

Mar 31, 2014

INDEPENDENT AUDITOR''S REPORT TO THE MEMBERS Report on the Financial Statements:

We have audited the accompanying financial statements of ZOTA HEALTH CARE LTD, which comprise the Balance Sheet as at 31^st March, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year ended, and a summary of significant accounting policies and other explanatory information.

Management''s Responsibility for the Financial Statements:

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with General Circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor''s Responsibility:

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements,. whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. -

Auditor''s Opinion:

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Ac in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2014;

(ii) in the case of the Profit and Loss Account, of the profit/loss for the year ended on that date; and

(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor''s Report) Order, 2003 (âthe Order") issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

(a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

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

(c) the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the Balance Sheet, Statement of Profit & Loss and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act. 1956 read with General Circular 15/2013 dated 13.09.2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act. 2013.

(e) According to the information and explanations given to us and on the basis of written representations received from the directors as on March 31,2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31^M March, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

As required by the Companies (Auditor''s Report) Order, 2004 and according to the information and explanations given to us during the course of audit and on the basis of such checks as were considered appropriate, we report that:

ANNEXURE "A" TO THE AUDITORS REPORT

l. Fixed Assets: .

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets ;

b) In our opinion, the fixed assets have been physically verified by management at reasonable intervals, having reg.ird to the size of the company and nature of the assets.

c) No material discrepancies between the book records and the physical verification were noticed.

2.Inventory

a) As informed to us, the stock of finished goods, Work in Progress, stores, spare and raw materials have been physically verified by the management during the year at reasonable intervals except material lying with third parties where confirmation arc obtained;

b) In our opinion the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and nature of its business

c) The company has maintained proper records of inventories. The discrepancies noticed 011 the verification of stocks as compare to book records were not material and these have been properly dealt with in the books of accounts.

3.Loans & Advances :

a) The company has not granted secured or unsecured loans to companies. Firms or other parties mentioned under the register maintained u/s. 301 of the companies Act, 1956.

b) This Clause is Not Applicable to the Company.

c) This Clause is Not Applicable to the Company.

d) This Clause is Not Applicable to the Company.

e) The company has taken unsecured loans from companies, firms or other parties mentioned under the register maintained u/s. 301 of the companies Act, 1956. There are Thirteen such parties covered u/s 301 of Companies Act., 1956. The total amount of loan taken during the year under consideration from nine parties covered u/s. 301 of the Companies Act is Rs. 1.10 Crore and the repayment made during the year to ten such parties is Rs. 0.62 Crore.

f. The Payment of Principal amount and interest are also regular as per mutual understanding with parties.

g) The party from whom a receipt in the nature of loans has been taken are being repaid with principal amount in stipulated time, where ever applicable.

4.lnternal control procedure:

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and nature of its business for the purchase of inventory and fixed assets and for the sale of goods. During the course of our audit, no major weakness has been noticed in the internal controls.

5.Transaction with Parties u/s. 301

a) The transaction made in pursuance of contracts or arrangement that need to be entered into the register maintained u/s. 301 of the companies Act, 1956 have been recorded in register.

b) Transactions made in pursuance of such contracts or arrangements aggregating during the year to Rs.5,00,000/- or more in respect of each party have been made at reasonable prices having regard to the prevailing market price at relevant time.

6.Public Deposits:

The company has not accepted deposits from public, hence the clause is not applicable.

7.lnternal Audit System :

In our opinion and according to the information and explanations given to us, there are adequate internal control procedures for the purchase of goods and assets and for the sale of goods and services commensurate with the size of the company and nature of its business. During the course of our audit no major weakness has been noticed in the internal control system.

8.Cost Records.;

As informed to us, the maintenance of cost records of the company has been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956,in respect of the activities carried on by the company.

9.Statutory Dues a) According to the information and explanation given to us and the records examined by us, the company is Generally regular in depositing undisputed statutory dues with appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Statutory dues which has remained outstanding as at 31st March, 2014 for a period more than six months from the date they became payable.

b) According to the information and explanation given to us there is no dispute related to the dues of Income Tax/Sales Tax/Wealth Tax/Service Tax/Custom Duty/Excise Duty etc.

10.Accumulated/Cash Losses;

The company has no accumulated losses, and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11 .Default In Repayment of Dues to Banks/Financial Institution etc:

The company has not defaulted in repayment of dues to the financial institution or Bank or Debenture holders.

12.Crantlne of Loan & Advances

The Company has not granted any Loan & Advances on the basis of securities by way of pledge of shares, debentures and other securities.

13.Chit Fund/Nidhi/Mutual Fund;

The provisions of any Special Statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund/ Societies are not applicable to the company.

14.Dealing or Trading In Shares etc

As explained to us by the management, the company has not purchased securities/ shares of the Govt, and other companies for

investment purpose.

As explained to us by the management, the company has not given guarantee for loans taken by other concern banks or financial institution. .

16.Utilization of Term Loans:

The Term Loans taken by the company were applied for the purpose for which it had been obtained.

17.Application of Short Term Fund for Long Term Investment and vice versa;

On the basis of our examination of the cash flow statement, the funds raised on short term basis have not been used for long term . investment, and vice versa.

18. Preferential Allotment of Shares:

During the year Company has not issued any shares on preferential basis.

19.Creation of Securities for Debenture Issued.:

The company has not issued any Debenture during the year.

20.End Use of Money;

The Company has not raised any money by way of public issues during the year.

21.Fraud noticed or Reported-:

As per information & explanation given to us, no fraud on or by the company has been noticed or reported during the year.

PRADEEP K. SINGHI & ASSOCIATES

Chartered Accountants

CA. Pradeep Kumar Singhi

Partner

Date : 30/08/2014 Membership No. 200/24612

Place : Surat ^{Firm Reg, No-}^126027W

Mar 31, 2013

The Members,

ZOTA HEALTH CARE LIMITED

We have audited the accompanying financial statements of ZOTA HEALTH CARE LIMITED, which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013;

b) in the case of the Profit and Loss Account, of the profit/ loss for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date

1 As required by the Companies (Auditors Report) Order, 2004 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order.

2 Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief Were necessary for the purpose of our audit.

b. In our opinion proper books of accounts as required by Law have been kept by the company, so far as it appears from our examination of the books.

c. The Balance Sheet and Profit & Loss Account referred to in the report are in agreement with the books of accounts.

d. In our opinion the Balance sheet and Profit & Loss Account complies with the requirements of the mandatory accounting standard referred to in Section 211(3C) of the Companies Act, 1956.

e. On the basis of written representation received from the directors of the company, taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2013 from being appointed as a director under section 274(l)(g) of the Companies Act, 1956.

f. Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company

ANNEXURE "Aâ TO THE AUDITORS REPORT

1.Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets ;

b) In our opinion, the fixed assets have been physically verified by management at reasonable intervals, having regard to the size of the company and nature of the assets.

c) No material discrepancies between the book records and the physical verification were noticed.

2.Inventory:

a) As informed to us, the stock of finished goods, Work in Progress, stores, spare parts and raw materials have been physically verified by the management during the year at reasonable intervals except material lying with third parties where confirmation are obtained;

b) In our opinion the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and nature of its âbusiness

c) The company has maintained proper records of inventories. The discrepancies noticed on the verification of stocks as compare to book records were not material and these have been properly dealt with in the books of accounts.

3.Loans & Advances :

a) The company has not granted secured or unsecured loans to companies, Firms or other parties mentioned under the register maintained u/s. 301 of the companies Act, 1956.

b) This Clause is Not Applicable to the Company.

c) This Clause is Not Applicable to the Company.

d) This Clause is Not Applicable to the Company.

e) As informed to us, The company has taken unsecured loans from companies, Firms or other parties covered in the register maintained under section 301 of the Act, There are twenty Four such of parties and amount involved in the transaction is 2.21 Crore.

f) As per information and explanations given to us, the rate of interest wherever applicable and other terms and conditions, if applicable on loan taken are not prima facie prejudicial to the interest of the Company.

g) As per information given to us, Payment of the principal amount and interest are as per decided by management.

4.1nternal control procedure:

5.Transaction with Parties u/s. 301:

a) The transaction made in pursuance of contracts or arrangement that need to be entered into the register maintained u/s. 301 of the companies Act, 1956 have been recorded in register.

6.Public Deposits:

The company has not accepted deposits from public, hence the clause is not applicable.

7.Internal Audit System :

In our opinion and according to the information and explanations given to us, âthere are adequate internal control procedures for the purchase of goods and assets and for the sale of goods and services commensurate with the size of the company and nature of its business. During the course of our audit no major weakness has been noticed in the internal control system.

8.Cost Records:

As informed to us, the maintenance of cost records of the company has been prescribed by the Central Government under section 209(l)(d) of the Companies Act, 1956,in respect of the activities carried on by the company.

9.Statutory Dues:

a) According to the information and explanation given to us and the records examined by us, the company is Generally regular in depositing undisputed statutory dues with appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable in respect of Statutory dues which has remained outstanding as at 31st March, 2013 for a period more than six months from the date they became payable.

b) According to the information and explanation given to us there is no dispute related to the dues of Income Tax/Sales Tax/ Wealth Tax/Service Tax/Custom Duty/Excise Duty etc.

10.Accumulated/Cash Losses:

The company has no accumulated losses, and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11.Default in Repayment of Dues to Banks/Financial Institution etc:

The company has not defaulted in repayment of dues to the financial institution or Bank or Debenture holders.

12.Granting of Loan & Advances

The Company has not granted any Loan & Advances on the basis of securities by way of pledge of shares, debentures and other securities.

13.ChitFund/Nidhi/Mutual Fund:

The provisions of any Special Statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund/ Societies are not applicable to the company.

14.Dealing or Trading in Shares etc:

As explained to us by the management, the company has not purchased securities/ shares of the Govt, and other companies for investment purpose.

15.Guarantee Given by Company:

As explained to us by the management, the company has not given guarantee for loans taken by other concern banks or financial institution.

16. Utilization of Term Loans:

The Term Loans taken by the company were applied for the purpose for which it had been obtained.

17. Application of Short Term Fund for Long Term Investment and vice versa :

On the basis of our examination of the cash flow statement, the funds raised on short term basis have not been used for long term investment, and vice versa.

18.Preferential Allotment of Shares :

During the year Company has not issued any shares on preferential basis except bonus shares

19.Creation of Securities for Debenture Issued :

The company has not issued any Debenture during the year.

20.End Use of Money:

The Company has not raised any money by way of public issues during the year.

21.Fraud noticed or Reported :

As per information & explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For, Pradeep K. Singhi & Associates

Chartered Accountants

( PRADEEP KUMAR SINGHI )

PLACE :SURAT PARTNER

M. No. 200/24612

DATE :27-08-2013 Firm Reg. No.: 126027W

Mar 31, 2012

The Members,

ZOTA HEALTH CARE LIMITED

We have audited the attached Balance sheet of ZOTA HEALTH CARE LTD. SURAT as at 31st March, 2012, and profit & loss account for the year ended on that date attached thereto. These financial statements are the responsibility of the company''s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standard generally accepted in India. Those standard require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement are free of material misstatement. The audit includes examining, on a test basis evidence supporting the amounts and disclosure in the financial statement. The audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluation of the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

We report that:

1 As required by the Companies (Auditors Report) Order, 2004 issued by the Company Law Board in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the "Annexure A" a statement on the matters specified in paragraphs 4 and 5 of the said order.

2 Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of accounts as required by Law have been kept by the company, so far as it appears from our examination of the books.

c. The Balance Sheet and Profit & Loss Account referred to in the report are in agreement with the books of accounts.

d. In our opinion the Balance sheet and Profit & Loss Account complies with the requirements of the mandatory accounting standard referred to in Section 211(3C) of the Companies Act, 1956.

e. On the basis of written representation received from the directors of the company, taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st March 2012 from being appointed as a director under section 274(l)(g) of the Companies Act, 1956.

f. In our opinion, and to the best of our information and according to the explanations given to us, they said Balance sheet and Profit & Loss Account read together with the notes thereon, give in information required by the Companies Act, 1956 in the manner so required and give a true and fair view.

i In the case of the Balance Sheet of the company of the state of affairs of the company as at31st March 2012.

ii In the case of the Profit & Loss Account, of the Profit for the year ended 31st March 2012.

iii In the Case of the Cash Flow Statement, of the Cash Flows for the year ended 31st March 2012.

ANNEXURE "A" TO THE AUDITORS REPORT

1. Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets ;

b) In our opinion, the fixed assets have been physically verified by management at reasonable intervals, having regard to the size of the company and nature of the assets.

c) No material discrepancies between the book records and the physical verification were noticed.

2. Inventory :

b) In our opinion the procedures of physical verification of stocks followed by the management are reasonable and adequate in relation to the size of the company and nature of its business

3. Loans & Advances :

a) The company has not granted secured or unsecured loans to companies, Firms or other parties mentioned under the register maintained u/s. 301 of the companies Act, 1956.

b) This Clause is Not Applicable to the Company.

c) This Clause is Not Applicable to the Company.

d) This Clause is Not Applicable to the Company.

e) As informed to us, The company has taken unsecured loans from companies, Firms or other parties covered in the register maintained under section 301 of the Act, There are twenty one such of parties and amount involved in the transaction is 1.07 Crore.

g) As per information given to us, Payment of the principal amount and interest are as per decided by management.

4.1nternal control procedure :

5. Transaction with Parties u/s. 301 :

a) The transaction made in pursuance of contracts or arrangement that need to be entered into the register maintained u/s. 301 of the companies Act, 1956 have been recorded in register.

6. Public Deposits :

The company has not accepted deposits from public, hence the clause is not applicable. ,

7. Internal Audit System :

8. Cost Records :

As informed to us, the maintenance of cost records of the company has been prescribed by the Central Government under section 209(1 )(d) of the Companies Act, 1956,in respect of the activities carried on by the company.

9. Statutory Dues :

a) According to the information and explanation given to us and the records examined by us, the company is Generally regular in depositing undisputed statutory dues with appropriate authorities. According to the information and explanations given to us, there are no undisputed amounts payable In respect of Statutory dues which has remained outstanding as at 31st March, 2012 for a period more than six months from the date they became payable.

b) According to the information and explanation given to us there is no dispute related to the dues of Income Tax/Sales Tax/Wealth Tax/Service Tax/Custom Duty/Excise Duty etc.

10. Accumulated/Cash Losses :

The company has no accumulated losses, and has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. Default In Repayment of Dues to Banks/Financial Institution etc :

The company has not defaulted in repayment of dues to the financial Institution or Bank or Debenture holders.

12. Granting of Loan & Advances

The Company has not granted any Loan & Advances on the basis of securities by way of pledge of shares, debentures and other securities.

13. Chit Fund/Nidhi/Mutual Fund :

The provisions of any Special Statute applicable to Chit Fund, Nidhi, Mutual Benefit Fund/ Societies are not applicable to the company.

14. Dealing or Trading in Shares etc :

As explained to us by the management, the company has not purchased securities/ shares of the Govt, and other companies for investment purpose.

15. Guarantee Given by Company :

As explained to us by the management, the company has not given guarantee for loans taken by other concern banks or financial institution. .

16.Utilization of Term Loans :

The Term Loans taken by the company were applied for the purpose for which it had been obtained.

17. Application of Short Term Fund for Long Term Investments and vice versa :

On the basis of our examination of the cash flow statement, the funds raised on short term basis have not been used for long term investment, and vice versa.

18. Preferential Allotment of Shares:

During the year Company has issued 33,24,850 Equity Shares at Rs. 10 per share as Bonus Shares.

19. Creation of Securities for Debenture Issued :

The company has not Issued any Debenture during the year.

20. EndUse of Money :

The Company has not raised any money by way of public issues during the year.

21. Fraud noticed or Reported :

As per information & explanation given to us, no fraud on or by the company has been noticed or reported during the year.

For, Pradeep K. Singhi & Associates

Chartered Accountants

( PRADEEP KUMAR SINGHI )

PLACE :SURAT PARTNER

M. No. 200/24612

DATE :27-07-2012 Firm Reg. No.: 126027W

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