We have audited the standalone financial statements
of Dr. Agarwal's Health Care Limited ("the Company"),
which comprise the Balance sheet as at March 31,
2026, the Statement of Profit and Loss, including the
statement of Other Comprehensive Income, the Cash
Flow Statement and the Statement of Changes in Equity
for the year then ended, and notes to the Standalone
financial statements, including a summary of 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, as amended ("the
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 March 31, 2026, its profit including other
comprehensive loss, its cash flows and the changes in
equity 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), as specified under Section 143(10) of
the Act. 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 together
with the ethical requirements that are relevant to our
audit of the 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 audit 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 for the
financial year ended March 31, 2026. 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. For each matter below, our
description of how our audit addressed the matter is
provided in that context.
We have determined the matters described below to be
the key audit matters to be communicated in our report.
We have fulfilled the responsibilities described in the
Auditor's responsibilities for the audit of the standalone
financial statements section of our report, including in
relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to
our assessment of the risks of material misstatement of
the standalone financial statements. The results of our
audit procedures, including the procedures performed
to address the matters below, provide the basis for our
audit opinion on the accompanying standalone financial
statements.
|
Key Audit Matters
|
How our audit addressed the key audit matter
|
|
Evaluation of impairment of carrying value of Goodwill
and intangible assets related to Cash generating units:
As at March 31, 2026, the Standalone financial statements
include goodwill amounting to H 469.06 crores recognised
on acquisitions of eye hospitals and intangible assets
amounting to H 238.31 crores recognised in connection
with such acquisitions, in earlier years.
In accordance with Ind AS 36 "Impairment of Assets",
goodwill is required to be tested for impairment
annually and whenever indicators of impairment
exist. Management performs impairment assessment
by allocating goodwill and intangible assets to the
relevant cash generating units ("CGUs") and comparing
their carrying values with their respective recoverable
amounts.
|
Our audit procedures in relation to the evaluation of
impairment of goodwill and intangible assets related to
cash generating units included the following:
1. We obtained an understanding of the process
followed by management and the accounting
policy for identifying cash generating units (CGUs),
allocating goodwill and intangible assets to such
CGUs, and performing the impairment assessment in
accordance with Ind AS 36 "Impairment of Assets".
2. We evaluated the design and tested the operating
effectiveness of the key controls over the impairment
assessment process.
3. Evaluated the objectivity, competence and
independence of the specialist engaged by the
Company for impairment analysis of select cash
generating units and reviewed the valuation report
issued by such specialist.
|
|
Key Audit Matters
|
How our audit addressed the key audit matter
|
|
The determination of recoverable amounts involves
significant management judgement and estimation, as
recoverable values are estimated using discounted cash
flow models. These models require assumptions relating
to future revenue growth, operating margins, long-term
growth rates and discount rates, which are inherently
uncertain and sensitive to changes in business and
market conditions.
|
4.
|
With the involvement of our valuation experts,
we have evaluated the reasonableness of key
assumptions used by management in estimating
future cash flows, including revenue growth rates,
operating margins, terminal growth rates and
discount rates, by:
• comparing them with historical performance of
|
| |
the respective CGUs,
|
|
Changes in these assumptions could result in a material
|
|
• assessing consistency with the most recent
|
|
impact on the estimated recoverable amounts and
|
|
budgets and business plans approved by
|
|
consequently on any impairment recognised. Given
|
|
the management.
|
|
the significance of the carrying values of goodwill and
intangible assets, the judgement involved in forecasting
future cash flows, and the sensitivity of the impairment
assessment to key assumptions, the evaluation of
|
5.
|
We assessed management's sensitivity analysis
by evaluating the impact of reasonably possible
changes in key assumptions on the estimated
|
|
impairment of goodwill and intangible assets relating
|
|
recoverable amounts and the related headroom.
|
|
to the identified CGUs was considered to be a key audit
|
6.
|
We tested the arithmetical accuracy of the
|
|
matter in our audit.
|
|
impairment models and verified the consistency of
|
|
Refer Note 2 and Note 3 to the standalone financial
|
|
underlying data used in the calculations.
|
|
statements for the accounting policies and estimates.
|
7.
|
We evaluated the adequacy and appropriateness
of disclosures made in the financial statements in
|
| |
|
accordance with the requirements of Ind AS 36.
|
|
Allowance for credit loss on overdue trade receivables
|
Our audit procedures in relation to the assessment of
|
|
The Company assesses allowances for credit losses,
|
expected credit loss include the following:
|
|
based on Expected Credit Loss (ECL) model, using
|
1.
|
We obtained an understanding of management's
|
|
'simplified approach' in accordance with Ind AS 109,
|
|
process over estimation of allowance for credit loss
|
|
Financial Instruments for measurement and recognition
|
|
and evaluated the Company's impairment policy and
|
|
of impairment losses on trade receivables.
|
|
methodology.
|
|
Management evaluates and calculates the expected
|
2.
|
We evaluated the design and tested the operating
|
|
credit losses using a provision matrix based on historical
|
|
effectiveness of key financial controls over the
|
|
credit loss experience, performance of ageing analysis,
|
|
management's process of estimation and accrual of
|
|
profiling of receivables, assessment of credit risk,
|
|
ECL.
|
|
expected cash flows including timing of such cash flows,
consideration of reasonable and necessary information
|
3.
|
Evaluated the assumptions used in the ECL model
|
|
to assess the ability and intention to pay.
|
|
and impairment provision matrix.
|
|
The appropriateness of the provision for expected credit
loss is subjective due to the high degree of judgment
applied by management in determining the amount of
expected credit loss allowances. Due to the significance of
trade receivables and the related estimation uncertainty
this is considered a key audit matter.
|
4.
|
We have obtained the ageing analysis of trade
receivables. We have tested on a sample basis,
the ageing of trade receivables at year end and
discussed with management the reasons of any
long outstanding amounts where no provisions were
recorded.
|
|
Refer material accounting policy Note 3 to the standalone
financial statements.
|
5.
|
We also evaluated management's assumptions used
in determining the allowance for expected credit loss,
through analysis of ageing of receivables, testing
of subsequent collections, assessment of material
overdue individual trade receivables and past trends
of bad debts charged to the statement of profit and
loss.
|
| |
6.
|
We assessed the mathematical accuracy of provision
computation based on model considered by the
management.
|
| |
We
|
evaluated the adequacy and appropriateness of
|
| |
disclosures made in the standalone financial statements
in accordance with applicable Ind AS.
|
Other Information
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 and, in doing so, consider whether such
other information is materially inconsistent with the
financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated.
If, based on the 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 the Management and
Those charged with Governance for the
Standalone Financial Statements
The Company's 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 including
other comprehensive income, cash flows and changes
in equity 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 read with the
Companies (Indian Accounting Standards) Rules, 2015, as
amended. 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
the 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,
management is 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.
Those Board of Directors are 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 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 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 for the financial year ended March
31, 2026, 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.
Other Matters
The standalone financial information of the Company
for the year ended March 31, 2025, included in these
standalone financial statements, have been audited by
the predecessor auditor who expressed an unmodified
opinion on those statements on May 28, 2025.
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 the "Annexure 1" a
statement on the matters specified in paragraphs 3
and 4 of the Order.
2. As required by Section 143(3) of the Act, we report
to the extent applicable, 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: a) in respect one software
used to maintain accounting records whose
servers are physically located outside India
as more fully described in Note 57 to the
standalone financial statements; and b) for the
matters stated in the paragraph (i)(vi) below on
reporting under Rule 11(g);
(c) The Balance Sheet, the Statement of Profit
and Loss including the Statement of Other
Comprehensive Income, the Cash Flow
Statement and 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
Accounting Standards specified under
Section 133 of the Act, read with Companies
(Indian Accounting Standards) Rules, 2015, as
amended;
(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 is disqualified as on March
31, 2026, 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 with reference to standalone
financial statements and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure 2" to this report;
(g) The modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in the paragraph 2(b)
above on reporting under Section 143(3) (b) and
paragraph 2(i) (vi) below on reporting under
Rule 11(g).
(h) I n our opinion, the managerial remuneration
for the year ended March 31, 2026, has been
paid / provided by the Company to its directors
in accordance with the provisions of Section
197 read with Schedule V to the Act.
(i) 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 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 45 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 were no amounts which were
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, as disclosed in the Note
58 (xi) 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 or entity, including
foreign entities ("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, as disclosed in the Note 58 (xi) to
the standalone financial statements,
no funds have been received by the
Company from any person or entity,
including foreign entities ("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; and
c) Based on such 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 (a) and (b) contain
any material misstatement.
v. No dividend has been declared or paid
during the year by the Company.
vi. Based on our examination which included
test checks, as stated in Note 57 to the
standalone financial statements, the
Company has used accounting softwares
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
except that,
a) With respect to the software used
by the Company to maintain hospital
management records, which was
migrated to a new application during
the year where:
(i) there is no feature of recording audit
trail in the legacy software; and
(ii) the audit trail feature was not
enabled for direct changes to data
when using certain access rights, and
was enabled for other changes during
the year, in respect of the new
software; and
b) With respect to the audit trail feature
for a software used by the Company
to maintain accounting records that
is operated by a third-party software
service provider, in the absence of
Service Organisation Controls report
covering the audit trail requirement
for direct changes to data when
using certain access rights, we are
unable to comment on whether audit
trail feature of the said software: (i)
was enabled, operated or tampered,
during the year; and (ii) has been
preserved as per the statutory
requirements for record retention.
Further, during the course of our
audit, to the extent and for the period
for which audit trail feature is enabled
and operated, we did not come across
any instance of audit trail feature
being tampered with.
Additionally, as stated in Note 57 to
the standalone financial statements,
the audit trail of relevant 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 those
respective years.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
per Aravind K
Partner
Membership Number: 221268
UDIN: 26221268CBSOXH8427
Place of Signature: Chennai, Tamil Nadu
Date: May 21, 2026
| 