We have audited the accompanying Standalone Financial
Statements of Thyrocare Technologies Limited ("the
Company"), which comprise the Balance Sheet as at March
31, 2026, and the Statement of Profit and Loss (including
Other Comprehensive Income), the Statement of Changes
in Equity and the Statement of Cash Flows for the year then
ended, and notes to the Standalone Financial Statements,
including material accounting policy information 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 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, 2026, and its profit
(including other 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 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.
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. We have determined the
matter described below to be the key audit matter to be
communicated in our report.
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Key Audit Matter
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How the Key Audit Matter was addressed in our audit
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Assessment of Impairment of Investment in the
Subsidiary:
Refer Notes 2D and 3V to the accompanying
Standalone Financial Statements for the accounting
policies and Note 7 for financial disclosures relating
to the carrying value of investment in the subsidiary.
The Company's investment in its subsidiary, Nueclear
Healthcare Limited, amounts to H 194.67 crores as
at March 31, 2026, excluding deemed contribution,
representing 27.37% of the Company's total
assets. The Company has recognised a cumulative
impairment provision of H 44.33 crores as at March
31, 2026 (Previous Year: H 44.33 crores).
The Company measures this investment at cost less
accumulated impairment. Management assesses, at
each reporting date, whether there are any indicators
of impairment. Where such indicators exist, the
recoverable amount is determined based on value in use
using a discounted cash flow model. An impairment loss
is recognised in the Statement of Profit and Loss where
the recoverable amount is lower than the carrying value.
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Our audit procedures in respect of this area, among others,
included the following:
• Obtained an understanding of the Company's process for
performing the annual impairment assessment of long¬
term investments in the subsidiary.
• Evaluated the design and implementation, and tested
the operating effectiveness, of key internal controls
over the Company's process for assessing impairment
of investments.
• Obtained and reviewed the valuation report prepared by
the Company's independent valuation expert, and assessed
the expert's competence, capabilities, and objectivity.
• Assessed the valuation methodology applied in determining
the recoverable amount, including the reasonableness of
forecasted revenues, corresponding costs and margins
for future periods, and key assumptions such as growth
rates and discount rates, based on our understanding of
the underlying business.
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Key Audit Matter
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How the Key Audit Matter was addressed in our audit
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The assessment of the recoverable amount involves
significant judgement and estimation, particularly
in relation to assumptions such as discount rates,
terminal growth rates, and future revenue and
cash flow projections, as well as management's
expectations of the investee's future performance.
Given the materiality of the investment and the
significant judgement and estimation uncertainty
involved, this matter was considered to be of most
significance in our audit and has therefore been
determined to be a Key Audit Matter.
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• Assessed the historical accuracy of the Company's
estimates by comparing past forecasts with actual results
achieved to date, and evaluated the Company's ability to
prepare reliable long-term forecasts.
• Evaluated the requirement for any additional impairment
provision as at March 31, 2026, based on the valuation
report obtained from management's expert.
• Involved internal specialists with relevant expertise to
assist in evaluating the valuation model used and the
appropriateness of the underlying assumptions.
• Evaluated key assumptions used in the impairment analysis,
such as EBITDA, revenue growth rate, terminal growth
rate, and discount rate, by comparing them with publicly
available market data and industry-specific benchmarks.
• Tested the data used in the valuation model for
completeness and accuracy, and verified the arithmetical
accuracy of the computations.
• Performed sensitivity analyses to evaluate the impact
of changes in key assumptions, individually and in
combination, on the recoverable amount.
• Assessed the adequacy and appropriateness of the related
presentation and disclosures made by management in
accordance with the requirements of Ind AS 36 in the
Standalone Financial Statements.
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Information Other than the Standalone 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 Director's Report, but does
not include the Standalone Financial Statements and our
auditor's report thereon, which we obtained prior to the date
of this auditor's report.
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 in the
audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other
information that we obtained prior to the date of this auditor's
report, 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 Board of
Directors 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
financial position, financial performance, changes in equity
and cash flows of the Company in accordance with the
accounting principles generally accepted in India, including
the Indian Accounting Standards 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
Statement 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
Board of Directors of the Company 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.
We give in "Annexure A" a detailed description of
Auditor's responsibilities for Audit of the Standalone
Financial Statements.
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 sub-section (11) of section 143 of
the Act, we give in "Annexure B" a statement on the
matters 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 information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit of the aforesaid Standalone
Financial Statements.
(b) In our opinion, proper books of account as required
by law relating to preparation of the aforesaid
Standalone Financial Statements have been kept
by the Company so far as it appears from our
examination of those books, except that, in case of
two accounting softwares that are part of books of
accounts, in the absence of sufficient appropriate
audit evidence we are unable to comment whether
back-up of the books of account and other books
and papers maintained in electronic mode, have
been kept in servers physically located in India
on a daily basis as explained in Note 39(g)(xiii)
to the financial statements and except for the
matters stated in the paragraph 2(h)(vi) below on
reporting under Rule 11(g).
(c) The Balance Sheet, the Statement of Profit and
Loss (including other comprehensive income), the
Statement of Changes in Equity and the Statement
of Cash Flows dealt with by this Report are in
agreement with the books of account maintained
for the purpose of preparation of the Standalone
Financial Statements.
(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, 2026
taken on record by the Board of Directors, none
of the directors are disqualified as on March 31,
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 paragraph 2(b) above on reporting
under Section 143(3)(b) and paragraph 2(h)(vi)
below on reporting under Rule 11(g).
(g) With respect to the adequacy of the internal
financial controls with reference to Standalone
Financial Statements of the Company and the
operating effectiveness of such controls, refer to
our separate Report in "Annexure C".
(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,
in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of
pending litigations on its financial position
in its Standalone Financial Statements
- Refer Note 37A to the Standalone
Financial Statements.
ii. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
foreseeable losses.
iii. There has been no delay in transferring
amounts, to the Investor Education and
Protection Fund by the Company during the
year ended March 31, 2026.
iv. a. To the best of our knowledge and belief,
as disclosed in the Note 39(g)(v) 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.
b. To the best of our knowledge and belief,
as disclosed in the Note 39(g)(v) 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 Party
("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries.
c. Based on the audit procedures
performed 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) contain
any material mis-statement.
v. 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 Companies Act 2013 to the
extent it applies to payment of dividend.
The interim dividend declared and paid by
the Company during the year and until the
date of this audit report is in accordance with
section 123 of the Companies Act 2013.
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
dividend declared is in accordance with
section 123 of the Act to the extent it applies
to declaration of dividend. (Refer Note 17 to
the Standalone financial statements).
vi. Based on our examination which included
test checks, the Company has used certain
accounting softwares for maintaining its
books of account, which has a feature of
recording audit trail (edit log) facility, except
that no audit trail feature was enabled at
the database level in respect of one such
accounting software to log any direct data
changes as explained in Note 39(g)(xii) to
the financial statements.
Further, where enabled, audit trail feature has
been operated for all relevant transactions
recorded in the accounting software(s). Also,
during the course of our audit, we did not
come across any instance of audit trail feature
being tampered with in respect of such
accounting software. Additionally, the audit
trail of prior years has been preserved by the
Company as per the statutory requirements
for record retention to the extent it was
enabled and recorded in respective years.
Further, in the absence of sufficient and
appropriate audit evidence, we are unable to
comment on all above aspects in case of one
other accounting software.
3. In our opinion, according to information, explanations
given to us, the remuneration paid or provided
by the Company to its directors is within the
limits laid prescribed under Section 197 read with
Schedule V of the Act.
For M S K A & Associates LLP
(Formerly known as M S K A & Associates)
Chartered Accountants
ICAI Firm Registration No. 105047W/W101187
Ojas D. Joshi
Partner
Membership No.: 109752
UDIN: 26109752BSMHOH9764
Date: May 07, 2026
Place: Navi Mumbai
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