We have audited the accompanying Standalone FinancialStatements of Thyrocare Technologies Limited ("theCompany"), which comprise the Balance Sheet as at March31, 2025, and the Statement of Profit and Loss, includingOther Comprehensive Income, Statement of Changes inEquity and Statement of Cash Flows for the year then ended,and notes to the financial statements, including materialaccounting policy information and other explanatoryinformation (hereinafter referred to as the "StandaloneFinancial Statements").
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid StandaloneFinancial Statements give the information required by theCompanies Act, 2013 ("the Act') in the manner so requiredand give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of theAct read with Companies (Indian Accounting Standards)Rules, 2015, as amended ("Ind AS") and other accountingprinciples generally accepted in India, of the state of affairsof the Company as at March 31, 2025, and profit, othercomprehensive income, changes in equity and its cash flowsfor the year ended on that date.
We conducted our audit of the Standalone Financial Statementsin accordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act. Our responsibilities underthose Standards are further described in the 'Auditor'sResponsibilities for the Audit of the Standalone FinancialStatements' section of our report. We are independent of theCompany in accordance with the Code of Ethics issued by theInstitute of Chartered Accountants of India ("ICAI") togetherwith the ethical requirements that are relevant to our auditof the Standalone Financial Statements under the provisionsof the Act and the Rules thereunder, and we have fulfilledour other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that theaudit evidence obtained by us is sufficient and appropriate toprovide a basis for our opinion.
Refer note 2D and 3V to the accompanying StandaloneFinancial Statements for accounting policies and note 7for financial disclosure with respect to carrying value ofinvestment in subsidiary.
The Company has investment in a Subsidiary- NueclearHealthcare Limited, aggregating to H 194.67 crores as atMarch 31, 2025 which is 28.78% of the total assets of theCompany and had made provision for impairment of H 44.33crores till March 31, 2025 (Previous Year of H 44.33 crores).
The Company records the said investment at cost lessaccumulated provision for impairment thereof. Any changesin business environment could have a significant impact onthe valuation of this investment. The management assessesthe existence of impairment indicators for investmentin subsidiary. If triggers are identified, the recoverableamounts of the investment are determined based onvalue in use, using discounted cash flow technique. If therecoverable amount is lower than the carrying value of theinvestment, impairment loss is recognised in the Statementof Profit and Loss.
The determination of recoverable amounts of the investmentin subsidiary is based on key management assumptions andestimates such as discount rate, terminal growth rate andfuture revenue and cash flow projections as well as theirjudgement with respect to the investees' future performance.
Due to the materiality of the amount in the context of theStandalone Financial Statements, significant degree ofjudgement and uncertainty involved in the estimates andkey assumptions used as above, this is considered to be anarea which requires significant audit focus and accordingly,the matter is determined as a key audit matter.
• Obtained an understanding of the process followed bythe Company in respect of performing annual impairmentassessment of long-term investment in subsidiary.
• Evaluated the design and implementation and testedthe operating effectiveness of key internal controlsrelated to the Company's process of assessment ofannual impairment of investment.
• Obtained and read the valuation report providedby the Company's independent valuation experts,and assessed the expert's competence, capability,and objectivity.
• Assessed the valuation methodology applied indetermining the recoverable values includingreasonableness of forecasted revenue, correspondingcosts and margins for the future years, assumptionssuch as growth rate, discount rate, etc. based on ourknowledge of the underlying business.
• Assessed historical accuracy of the Company'sestimates by comparing past forecasts to actual
results achieved till date and also the Company's abilityto produce accurate long-term forecasts.
• Evaluated the requirement of further impairmentprovision as on March 31, 2025, if any based on thevaluation report received from the management's expert.
• Involved the Internal experts with specialised skills andknowledge to assist in evaluating the valuation modelused and the underlying assumptions.
• Evaluated the assumptions used in performing theimpairment analysis such as EBITDA, revenue growthrate, terminal growth rate, discount rate by comparingit to the publicly available to the market indices andindustry specific indices.
• Tested data used to develop the estimate forcompleteness and accuracy and also testedarithmetical accuracy of the computation.
• Performed a sensitivity analysis to evaluate theimpact of changes in key assumptions individually orcollectively to the recoverable value.
• Assessed and validated the adequacy andappropriateness of the related presentation anddisclosures made by the management as per therequirements of Ind AS 36: "Impairment of Assets" ("IndAS 36") in the Standalone Financial Statements.
Information Other than the Standalone FinancialStatements and Auditor's Report Thereon
The Company's Board of Directors is responsible for theother information. The other information comprises theDirector's report but does not include the StandaloneFinancial Statements and our auditor's report thereon.
Our opinion on the Standalone Financial Statements doesnot cover the other information and we do not express anyform of assurance conclusion thereon.
In connection with our audit of the Standalone FinancialStatements, our responsibility is to read the otherinformation and, in doing so, consider whether the otherinformation is materially inconsistent with the StandaloneFinancial Statements or our knowledge obtained in the auditor otherwise appears to be materially misstated. If, basedon the work we have performed, we conclude that thereis a material misstatement of this other information, weare required to report that fact. We have nothing to reportin this regard.
Responsibilities of Management and ThoseCharged with Governance for the StandaloneFinancial Statements
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these Standalone Financial Statementsthat give a true and fair view of the financial position,
financial performance, changes in equity and cash flows ofthe Company in accordance with the accounting principlesgenerally accepted in India, including the AccountingStandards specified under section 133 of the Act. Thisresponsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance ofadequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the standalone financial statement that givea true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the Standalone Financial Statements, theManagement and Board of Directors are responsible forassessing the Company's ability to continue as a goingconcern, disclosing, as applicable, matters related to goingconcern and using the going concern basis of accountingunless the Board of Directors either intends to liquidatethe Company or to cease operations, or has no realisticalternative but to do so.
The Board of Directors are also responsible for overseeingthe Company's financial reporting process.
Auditor's Responsibilities for the Audit of theStandalone Financial Statements
Our objectives are to obtain reasonable assurance aboutwhether the Standalone Financial Statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these StandaloneFinancial Statements.
We give in "Annexure A" a detailed description ofAuditor's responsibilities for Audit of the StandaloneFinancial Statements.
Report on Other Legal and RegulatoryRequirements
1. As required by the Companies (Auditor's Report) Order,2020 ("the Order"), issued by the Central Governmentof India in terms of sub-section (11) of section 143 ofthe Act, we give in "Annexure B" a statement on thematters specified in paragraphs 3 and 4 of the Order,to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit.
(b) In our opinion, proper books of account as requiredby law have been kept by the Company so far asit appears from our examination of those booksexcept for the matters stated in the paragraph2(h)(vi) below on reporting under Rule 11(g).
(c) The Balance Sheet, the Statement of Profit andLoss including other comprehensive income,the Statement of Changes in Equity and theStatement of Cash Flow dealt with by this Reportare in agreement with the books of account.
(d) In our opinion, the aforesaid Standalone FinancialStatements comply with the Accounting Standardsspecified under Section 133 of the Act.
(e) On the basis of the written representationsreceived from the directors as on March 31, 2025taken on record by the Board of Directors, noneof the directors are disqualified as on March 31,2025 from being appointed as a director in termsof Section 164 (2) of the Act.
(f) The reservation relating to the maintenance ofaccounts and other matters connected therewithare as stated in paragraph 2(b) above on reportingunder Section 143(3)(b) and paragraph 2(h)(vi)below on reporting under Rule 11(g).
(g) With respect to the adequacy of the internalfinancial controls with reference to StandaloneFinancial Statements of the Company and theoperating effectiveness of such controls, refer toour separate Report in "Annexure C".
(h) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014,in our opinion and to the best of our informationand according to the explanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial positionin its Standalone Financial Statements- Refer Note 38A to the StandaloneFinancial Statements;
ii. The Company did not have any long-termcontracts including derivative contractsfor which there were any materialforeseeable losses.
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fundby the Company.
iv. (1) The Management has represented
that, to the best of its knowledge andbelief, no funds have been advancedor loaned or invested (either fromborrowed funds or share premium orany other sources or kind of funds)by the Company to or in any otherperson(s) or entity(ies), includingforeign entities ("Intermediaries"), withthe understanding, whether recordedin writing or otherwise, that theIntermediary shall, directly or indirectlylend or invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Company("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalfof the Ultimate Beneficiaries.
(2) The Management has represented,that, to the best of its knowledge andbelief, no funds have been receivedby the Company from any person(s)or entity(ies), including foreignentities (Funding Parties), with theunderstanding, whether recorded inwriting or otherwise, as on the dateof this audit report, that the Companyshall, directly or indirectly, lend orinvest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalfof the Ultimate Beneficiaries.
(3) Based on the audit proceduresperformed that have been consideredreasonable and appropriate in thecircumstances, and according to theinformation and explanations providedto us by the Management in thisregard nothing has come to our noticethat has caused us to believe that therepresentations under sub-clause
(i) and (ii) of Rule 11(e) as providedunder (1) and (2) above, contain anymaterial mis-statement
v. The final dividend paid by the Company duringthe year in respect of the same declaredfor the previous year is in accordance withsection 123 of the Companies Act 2013 to theextent it applies to payment of dividend.
The Board of Directors of the Company hasproposed final dividend for the year whichis subject to the approval of the membersat the ensuing Annual General Meeting. Thedividend declared is in accordance withsection 123 of the Act to the extent it applies
to declaration of dividend. (Refer Note 17 tothe Standalone Financial Statements)
vi. Based on our examination, the Companyhas used an accounting software duringthe year ended March 31, 2025 which hasa feature of recording audit trail (edit log)facility and the same has been enabled andoperated throughout the year for all relevanttransactions recorded in the accountingsoftware. Further, during the course of ourexamination, we did not come across anyinstance of audit trail feature being tamperedwith. Additionally, the audit trail of prioryear has been preserved by the Companyas per the statutory requirements forrecord retention.
Another software used by the managementhad a feature of recording audit trail (editlog) facility at the database level only and thesame has been enabled and operated fromOctober 2024 till March 2025 for all relevanttransactions recorded in the accountingsoftware. Further, during the course of ourexamination, we did not come across anyinstance of audit trail feature being tamperedwith. Additionally, the audit trail of prior yearhas been preserved by the Company asper the statutory requirements for recordretention to the extent it was enabled andrecorded in respective year.
Further, based on our examination, for thetwo other accounting softwares and onesoftware (at application level), used bythe Company for maintaining its books ofaccount during the year ended March 31,2025 did not have a feature of recordingaudit trail (edit log) facility throughout theyear (refer note 40(g)(xii) to the financialstatements). Accordingly, we are unable tocomment whether the audit trail feature hasbeen tampered with, and whether the audittrail has been preserved by the Companyas per the statutory requirements for recordretention prescribed under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014.
3. In our opinion, according to information, explanationsgiven to us, the remuneration paid by the Company toits directors is within the limits laid prescribed underSection 197 read with Schedule V of the Act and therules thereunder.
For M S K A & Associates
Chartered AccountantsICAI Firm Registration No. 105047W
Ojas D. Joshi
Partner
Membership No. 109752UDIN: 25109752BMMMGA1600
Place: Navi MumbaiDate: April 23, 2025