We have audited the accompanying standalone financial statementsof Aster DM Healthcare Limited (the “Company"), which comprisethe Balance Sheet as at 31 March 2025, the Statement of Profit andLoss (including Other Comprehensive Income), the Statement of CashFlows and the Statement of Changes in Equity for the year ended onthat date, and notes to the standalone financial statements, includinga summary of material accounting policies and other explanatoryinformation which includes financial statements of DM HealthcareEmployees Welfare Trust (“the ESOP trust") for the year ended on thatdate audited by the ESOP trust auditor.
In our opinion and to the best of our information and according to theexplanations given to us, and based on the consideration of report ofthe ESOP Trust auditor on separate financial statements of the ESOPtrust referred to in the Other Matters section below, the aforesaidstandalone financial statements give the information required bythe Companies Act, 2013 (the “Act") in the manner so required andgive a true and fair view in conformity with the Indian AccountingStandards prescribed under section 133 of the Act, (“Ind AS") andother accounting principles generally accepted in India, of the stateof affairs of the Company as at 31 March 2025, and its profit, totalcomprehensive income, its cash flows and the changes in equity forthe year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (“SAs") specified undersection 143(10) of the Act. Our responsibilities under those Standardsare further described in the Auditor's Responsibility for the Audit ofthe Standalone Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India (“ICAI")together with the ethical requirements that are relevant to our auditof the standalone financial statements under the provisions of theAct and the Rules made thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirements andthe ICAI's Code of Ethics. We believe that the audit evidence obtainedby us and the audit evidence obtained by the ESOP trust auditor interms of their report referred to in the Other Matters section below, issufficient and appropriate to provide a basis for our audit opinion onthe standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the standalonefinancial statements of the current period. These matters wereaddressed in the context of our audit of the standalone financialstatements as a whole, and in forming our opinion thereon, andwe do not provide a separate opinion on these matters. We havedetermined the matters described below to be the key audit mattersto be communicated in our report.
Key Audit Matter
Auditor's Response
Evaluation of Impairment Assessment of Investment inSubsidiaries and Associate and loans (including accrued interest),deposits and other dues receivable from them, collectivelydefined as "investments and receivables
As at 31 March 2025, the Company has INR 1,008.96 crores ofinvestments (non-current), INR 375.36 crores of loans (includingaccrued interest), INR 29.64 crores of deposits and INR 59.34crores of other dues receivable from subsidiaries and associate.The management tests such investments and receivables forimpairment annually or more frequently, if there is a trigger forassessing impairment.
The Company's evaluation of impairment of its investmentsand receivables from it's subsidiaries and associate involves acomparison of its expected recoverable values against its carryingvalues. The recoverable amount of the investments and receivablesis based on Value in Use (VIU) calculations which is determinedbased on a discounted cash flow model.
Principal audit procedures performed included the following:
We tested the design, implementation and operating effectiveness ofinternal controls over the Company's impairment evaluation by testingon a sample basis:
• The forecasting process including controls related to thedevelopment of the revenue growth rate and EBITDA margin.
• The impairment review specifically the assumptions used to developthe terminal growth rate, the discount rate and the mathematicalaccuracy of the workings and basis for final conclusion.
We received the managements evaluation of the impairment assessmentfor sample investments and receivables and evaluated reasonablenessof management's assumptions related to revenue growth rates, EBITDAmargins and discount rates by considering (i) the current and pastperformance of each of the investments and receivables,
Determination of VIU involves significant estimates, assumptionsand judgements in relation to projections of financial performanceand discount rates to be considered.
Given the above complexities, the determination of recoverableamount is subjective as it involves specific assumptions applicableto each investment and receivable which includes revenue growthrate, Earning Before Interest, Tax, Depreciation and Amortisation(EBITDA) margin, terminal growth rate and discount rates applied toestimated future cash flows.
Refer note 3.4 for policy on “Impairment of financial assets".
(ii) the consistency of internal assumptions with external marketinformation (iii) whether these assumptions were consistent withevidence obtained in other areas of the audit (iv) subjected the variousassumptions to certain sensitivity to key inputs, and (v) testing theintegrity and mathematical accuracy of the impairment models.
We involved our internal valuation specialists to assist in the evaluationof the appropriateness of the Company's model for calculating VIU forsample investments and receivables and reasonableness of certainsignificant assumptions, such as terminal growth rate and discount rate.
We reviewed that the investments and receivables disclosed in thestandalone financial statements is in accordance with the CompaniesAct, 2013 and Ind AS.
• The Company's Board of Directors is responsible for the otherinformation. The other information comprises the Board's reportbut does not include the consolidated financial statements,
standalone financial statements and our auditor's reportthereon which we obtained prior to the date of this auditor'sreport, and the remaining sections of the Annual report, which isexpected to be made available to us after that date.
• Our opinion on the standalone financial statements does notcover the other information and we do not and will not expressany form of assurance conclusion thereon.
• In connection with our audit of the standalone financial
statements, our responsibility is to read the other informationidentified above and, in doing so, consider whether theother information is materially inconsistent with thestandalone financial statements or our knowledge obtainedduring the course of our audit or otherwise appears to bematerially misstated.
• If, based on the work we have performed on the otherinformation that we obtained prior to the date of this auditor'sreport, we conclude that there is a material misstatement ofthis other information, we are required to report that fact. Wehave nothing to report in this regard.
• When we read the remaining sections of annual report, if weconclude that there is a material misstatement therein, weare required to communicate the matter to those chargedwith governance as required under SA 720 'The Auditor'sresponsibilities Relating to Other Information'.
The Company's Board of Directors is responsible for the matters statedin section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the
financial position, financial performance including other comprehensiveincome, cash flows and changes in equity of the Company inaccordance with the accounting principles generally accepted inIndia, including Ind AS specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenanceof adequate internal financial controls, that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the standalone financialstatements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
In preparing the standalone financial statements, management andBoard of Directors are responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable,matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intend toliquidate the Company or to cease operations, or has no realisticalternative but to do so.
The Company's Board of Directors is also responsible for overseeingthe Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from materialmisstatement, whether due to fraud or error, and to issue an auditor'sreport that includes our opinion. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conductedin accordance with SAs will always detect a material misstatementwhen it exists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, they couldreasonably be expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professionaljudgment and maintain professional skepticism throughout theaudit. We also:
• Identify and assess the risks of material misstatement of thestandalone 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 toprovide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resultingfrom error, as fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevantto the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) ofthe Act, we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controlswith reference to standalone financial statements in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and relateddisclosures made by the management.
• Conclude on the appropriateness of management's use ofthe going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty existsrelated to events or conditions that may cast significant doubton the Company's ability to continue as a going concern. If weconclude that a material uncertainty exists, we are required todraw attention in our auditor's report to the related disclosuresin the standalone financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause theCompany to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of thestandalone financial statements, including the disclosures, andwhether the standalone financial statements represent theunderlying transactions and events in a manner that achievesfair presentation.
• Obtain sufficient appropriate audit evidence regarding thefinancial information of the Company and the ESOP trust toexpress an opinion on the standalone financial statements. Weare responsible for the direction, supervision and performanceof the audit of the financial statements of such entitiesor business activities included in the standalone financialstatements of which we are the independent auditors. For theother entity included in the standalone financial statements,which have been audited by the ESOP trust auditor, such ESOPtrust auditor remain responsible for the direction, supervisionand performance of the audit carried out by them. We remainsolely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the standalonefinancial statements that, individually or in aggregate, makes itprobable that the economic decisions of a reasonably knowledgeable
user of the standalone financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results of our work;and (ii) to evaluate the effect of any identified misstatements in thestandalone financial statements.
We communicate with those charged with governance regarding,among other matters, the planned scope and timing of the auditand significant audit findings, including any significant deficiencies ininternal financial controls that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirements regardingindependence, and to communicate with them all relationshipsand other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged with governance,we determine those matters that were of most significance in theaudit of the standalone financial statements of the current period andare therefore the key audit matters. We describe these matters in ourauditor's report unless law or regulation precludes public disclosure aboutthe matter or when, in extremely rare circumstances, we determine thata matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweighthe public interest benefits of such communication.
We did not audit the financial statements of ESOP trust included in
the standalone financial statements of the Company whose financialstatements reflect (before elimination) total assets of INR 19.56 croresas at 31 March 2025 and total revenue of INR 20.42 crores for theyear ended on that date, as considered in the standalone financialstatements. The financial statements of ESOP trust have been auditedby the ESOP trust auditor whose report has been furnished to us, andour opinion in so far as it relates to the amounts and disclosures includedin respect of this ESOP trust and our report in terms of subsection (3) ofSection 143 of the Act, in so far as it relates to the aforesaid ESOP trust,is based solely on the report of such ESOP trust auditor.
Our opinion on the standalone financial statements and our report onOther Legal and Regulatory Requirements below is not modified inrespect of this matter.
1. As required by Section 143(3) of the Act, based on our audit andon the consideration of the report of the ESOP trust auditor onthe separate financial statements of the ESOP trust, referredto in the Other Matters section above, we report, to the extentapplicable that:
a) We have sought and obtained all the information andexplanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required bylaw have been kept by the Company and its ESOP trustwhich are incorporated in India so far as it appears from
our examination of those books and the report of theESOP trust auditor except for not complying with therequirement of audit trail by the Company as statedin (i)(vi) below.
c) The Balance Sheet, the Statement of Profit and Lossincluding Other Comprehensive Income, the Statement ofCash Flows and Statement of Changes in Equity dealt withby this Report are in agreement with the relevant booksof account and with the financial statement received fromthe ESOP trust auditor.
d) In our opinion, the aforesaid standalone financialstatements comply with the Ind AS specified underSection 133 of the Act.
e) On the basis of the written representations received fromthe directors as on 31 March 2025 taken on record by theBoard of Directors, none of the directors is disqualified ason 31 March 2025 from being appointed as a director interms of Section 164(2) of the Act.
f) The modifications relating to the maintenance of accountsand other matters connected therewith, are as stated inparagraph (b) above.
g) With respect to the adequacy of the internal financialcontrols with reference to standalone financial statementsof the Company and the operating effectiveness of suchcontrols, refer to our separate Report in “Annexure A" Ourreport expresses an unmodified opinion on the adequacy andoperating effectiveness of the Company's internal financialcontrols with reference to standalone financial statements.
h) With respect to the other matters to be included in theAuditor's Report in accordance with the requirements ofsection 197(16) of the Act, as amended, in our opinionand to the best of our information and according to theexplanations given to us, the remuneration paid by theCompany to its directors during the year is in accordancewith the provisions of section 197 of the Act.
i) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, as amendedin our opinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its standalone
financial statements - Refer Note 33 to thestandalone financial statements;
ii. The Company did not have any long-term contractsincluding derivative contracts for which there wereany material foreseeable losses.
iii. There were no amounts which were required to betransferred to the Investor Education and ProtectionFund by the Company.
iv. (a) The Management has represented that, to
the best of its knowledge and belief, otherthan as disclosed in the note 45 (e) to thestandalone financial statements, no funds(which are material either individually or inaggregate) have been advanced or loaned orinvested (either from borrowed funds or sharepremium 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, thatthe Intermediary shall, directly or indirectly lendor invest in other persons or entities identifiedin any manner whatsoever by or on behalfof the Company (“Ultimate Beneficiaries") orprovide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, tothe best of its knowledge and belief, otherthan as disclosed in the note 45 (f) to thestandalone financial statements, no funds(which are material either individually orin aggregate) have been received by theCompany from any person(s) or entity(ies),including foreign entities (“Funding Parties"),with the understanding, whether recorded inwriting or otherwise, that the Company shall,directly or indirectly, lend or invest in otherpersons or entities identified in any mannerwhatsoever by or on behalf of the FundingParty (“Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries.
(c) Based on the audit procedures performedthat have been considered reasonable andappropriate in the circumstances, nothing hascome to our notice that has caused us to believethat the representations under sub-clause (i)and (ii) of Rule 11(e), as provided under (a) and(b) above, contain any material misstatement.
v. The final dividend proposed for the previous year,declared and paid by the Company during the yearand the interim dividend declared and paid by theCompany during the year and until the date of thisreport, are in compliance with section 123 of the Act.
As stated in note 14 to the standalone financialstatements, the Board of Directors of the Companyhas proposed final dividend for the year whichis subject to the approval of the members at theensuing Annual General Meeting. The dividendproposed is in accordance with section 123 of theAct, as applicable.
vi. Based on our examination, which included testchecks, the Company has used accountingsoftwares for maintaining its books of account forthe year ended 31 March 2025, which has a featureof recording audit trail (edit log) facility and the samehas operated throughout the year for all relevanttransactions recorded in the software except for theperiod 1 April 2024 to 30 September 2024 wherethe earlier software did not have the audit trailfeature. Further, during the course of our audit, wedid not come across any instance of the audit trailfeature being tampered with, in respect of saidaccounting software for the period for which theaudit trail feature was enabled and operating.
Additionally, the audit trail that was enabled and
operated for the year ended March 31, 2024, hasbeen preserved by the Company as per the statutory
requirements for record retention, as stated inNote 45 (j) to the standalone and consolidatedfinancial statements.
2. As required by the Companies (Auditor's Report) Order, 2020(“the Order") issued by the Central Government in terms ofSection 143(11) of the Act, we give in “Annexure B" a statementon the matters specified in paragraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells
Chartered Accountants(Firm's Registration No.008072S)
Ankit Daga
(Partner)
Place: Bengaluru (Membership No. 512486)
Date: 20 May 2025 (UDIN: 25512486BMOZPZ8825)