We have audited the standalone financial statements
of Metropolis Healthcare Limited (the "Company") which
comprise the standalone balance sheet as at 31 March
2026, and the standalone statement of profit and loss
(including other comprehensive income), standalone
statement of changes in equity and standalone statement
of cash flows for the year then ended, and notes to the
standalone financial statements, including material
accounting policies and other explanatory information.

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
standalone financial statements give the information
required by the Companies Act, 2013 ("Act") in the manner
so required and give a true and fair view in conformity with
the accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March 2026,
and its profit and other comprehensive loss, changes in
equity and its cash flows for the year ended on that date.

Basis for Opinion

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

Key Audit Matters

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

Impairment assessment of Goodwill and Intangible asset with indefinite life

See Note 4 to standalone financial statements

Other Information

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

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

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

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

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

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

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

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

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

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

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

• 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 control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under Section 143(3)

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

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

• Conclude on the appropriateness of the Management
and Board of Directors use of the going concern basis
of accounting in preparation of standalone financial
statements and, based on the audit evidence obtained,
whether a material uncertainty exists related to events
or conditions that may cast significant doubt on the
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 the Companies (Auditor's Report)
Order, 2020 ("the Order") issued by the Central
Government of India in terms of Section 143(11) of
the Act, we give in the "Annexure A" a statement on
the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

2 A. As required by Section 143(3) of the Act, we

report that:

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

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

• back-up of the accounting software
has not been kept on servers physically
located in India and on a daily basis; and

• back-up of the customer management
software, which forms part of the 'books
of account and other relevant books
and papers in electronic mode', has not
been maintained on a daily basis and
in respect of which we are unable to
comment whether back-up has been
kept on servers physically located in India
due to absence of information available
with the Company.

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

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

e. On the basis of the written representations
received from the directors as on 1 April 2026
taken on record by the Board of Directors,
none of the directors is disqualified as on
31 March 2026 from being appointed as
a director in terms of Section 164(2) of
the Act.

f. the modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph

2A(b) above on reporting under Section
143(3)(b) of the Act and paragraph 2B(f)
below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014.

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

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

a. The Company has disclosed the impact of
pending litigations as at 31 March 2026
on its financial position in its standalone
financial statements - Refer Note 40 to the
standalone financial statements.

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

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

d. (i) The management has represented

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

(ii) The management has represented
that, to the best of their knowledge and
belief, as disclosed in the Note 52 to
the standalone financial statements,
no funds have been received by
the Company from any person(s)
or entity(ies), including foreign
entities ("Funding Parties"), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall directly or indirectly, lend or
invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Parties
("Ultimate Beneficiaries") or provide
any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.

(iii) Based on the audit procedures that
have been considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
representations under sub-clause
(i) and (ii) of Rule 11(e), as provided
under (i) and (ii) above, contain any
material misstatement.

e. The interim dividend declared and paid by
the Company during the year and until the
date of this is audit report is in accordance
with Section 123 of the Act. The interim
dividend declared by the Company for the
year and until the date of this is audit report
is in accordance with Section 123 of the Act
to the extent it applies to declaration of
dividend. However, the said dividend is not
paid on the date of this audit report.

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

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

Further, for the periods where audit trail (edit log)
facility was enabled and operated throughout
the year for the respective accounting softwares,
we did not come across any instance of the audit
trail feature being tampered with.

Additionally, where audit trail (edit log) facility was
enabled and operated in the previous year, the
audit trail has been preserved by the Company
as per the statutory requirements for record
retention except in case of softwares used for

patient registration, test reports generation and
inventory management, where logs for any direct
data changes were not retained for more than
365 days at the database level.

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

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

For B S R & Co. LLP

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

Rajesh Mehra

Partner

Place: Mumbai Membership No.: 103145

Date: 13 May 2026 ICAI UDIN:26103145ROYQXQ1976