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AUDITOR'S REPORT

Zota Healthcare Ltd.

You can view full text of the latest Auditor's Report for the company.
Market Cap. (₹) 5189.70 Cr. P/BV 16.28 Book Value (₹) 94.41
52 Week High/Low (₹) 1740/752 FV/ML 10/1 P/E(X) 0.00
Bookclosure 22/09/2025 EPS (₹) 0.00 Div Yield (%) 0.07
Year End :2025-03 

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 statements”).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ("the Act”) in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with
the Companies (Indian Accounting Standards) Rules,
2015, as amended, ("Ind AS”) and other accounting
principles generally accepted in India, of the state of
affairs of the Company as at March 31,2025, 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 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 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 ("Intermediaries”),
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
Beneficiaries”) 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 Parties”), 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
Beneficiaries”) 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

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