TO THE MEMBERS OF CIAN HEALTHCARE LIMITED
REPORT ON AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Material Background for this Audit Report
The Honble National Company Law Tribunal, Mumbai Bench ("NCLT"), had admitted an insolvency petition filed by an operational creditor against Cian Healthcare Limited ("the Company") and ordered the commencement of the Corporate Insolvency Resolution Process ("CIRP") vide its Order dated 11th June 2024, which was subsequently restored with effect from 14th August 2024. The Resolution Plan submitted by Mr. Pradeep Kumar Jain ("Successful Resolution Applicant" or "SRA") was approved by the Committee of Creditors ("CoC") with 100% voting share. Thereafter, the Honble NCLT, Mumbai Bench-VI, vide its Order dated 18th December 2025 in IA (I.B.C.) (Plan) No. 55/MB/2025 in RST.A (IBC)/52(MB)2024 in C.P. (IB) No. 149/MB/2022, approved the Resolution Plan submitted by the Successful Resolution Applicant for an amount of Rs. 37,30,13,553/- Pursuant to the said Order, the moratorium under Section 14 of the Insolvency and Bankruptcy Code, 2016 ceased to have effect, the Resolution Professional stood discharged of his duties, and the management and affairs of the Company were transferred to and vested in the Successful Resolution Applicant.
Qualified Opinion
We have audited the accompanying Standalone Financial Statements of Cian Healthcare Limited (hereinafter referred to as the "Company"), which comprise the Standalone Balance Sheet as at 31st March 2026, the Standalone Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies 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, except for the possible effects of the matters described in the Basis for Qualified Opinion paragraph of our report, the accompanying 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 Accounting Standards specified under Section 133 of the Act and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March 2026, and its loss, changes in equity and its cash flows for the year ended on that date.
Basis for Qualified Opinion
We draw attention to the matters mentioned below in paragraphs (a) to (i), we were unable to obtain sufficient and appropriate audit evidence, which may have a material impact on the financial position of the Company for the year ended 31st March 2026. We are unable to comment on the elements of the Financial Statements which may require necessary adjustments, reconciliations, disclosures, and/or additional supporting documentation:
The balances of trade receivables, advances to others, and deposits paid are subject to confirmation. Due to the non-availability of balance confirmations from the respective parties, we were unable to obtain sufficient appropriate audit evidence regarding the accuracy and completeness of such balances. Consequently, we are unable to determine the consequential impact, if any, on the accompanying standalone financial statements for the year ended 31st March 2026.
In respect of the carrying value of Property, Plant and Equipment and Capital Work-in-Progress as on 31st March 2026, we were unable to obtain the physical verification report and related supporting documents. Consequently, in the absence of sufficient and appropriate audit evidence, we are unable to comment on the carrying value of such assets and the consequential impact, if any, on the accompanying financial statements as at and for the year ended 31 March 2026.
The inventory revaluation exercise was carried out on 18th December 2025 by the Resolution Professional (RP) during the Corporate Insolvency Resolution Process (CIRP). Based on such exercise, the value of inventory was determined at INR 603.10 lakhs as against the carrying value of INR 1,956.90 lakhs reflected in the books of account, resulting in a difference of INR 1,353.80 lakhs. The said valuation and related financial information were prepared and submitted by the Resolution Professional. Accordingly, such difference has a material impact on the valuation of closing inventory and cost of goods sold. In the absence of sufficient appropriate audit evidence to support the inventory value recorded by the management, we are unable to determine the consequential impact, if any, on the accompanying standalone financial statements.
An amount of ?347.28 lakhs has been written off by the management and disclosed under Exceptional Gain/Loss on the ground of difference in GST ITC between Books of accounts and ITC shown on GST portal. However, proper GST reconciliation and supporting documentation in respect of the same have not been provided for our verification. Accordingly, we are unable to comment on the GST balances reported in the accompanying standalone financial statements.
The Foreign Exchange Gain/Loss has not been computed on a transaction-wise basis as generally required under the applicable accounting framework; instead, the computation has been performed only based on year-end closing balances. Such methodology is not in accordance with generally accepted accounting principles. In the absence of transaction-wise computation, supporting reconciliations, we are unable to comment on the correctness and completeness of the Foreign Exchange Gain/Loss reported in the financial statements as at and for the year ended 31 March 2026
During the course of audit, we observed that the Company has recognized an Expected Credit Loss (ECL) provision amounting to INR 2,780.81 lakhs in respect of long outstanding loans and advances, trade receivables/debtors, and advances given to suppliers, considering that such balances are either not recoverable, are significantly aged, or confirmations/responses have not been received. However, we have not been provided with sufficient and appropriate audit evidence supporting the basis, and methodology adopted for determination of such provision, including ageing analysis, recovery assessment, supporting correspondence, and management evaluation of recoverability.
The Company has not made available to us documentation relating to the Internal Financial Controls over Financial Reporting. Consequently, we were unable to obtain sufficient appropriate audit evidence to evaluate whether adequate internal financial controls over financial reporting had been established and whether such controls were operating effectively as at the reporting date. Our separate report on IFC is contained in Annexure - II.
The company has represented that it maintains an audit trail as required under the applicable provisions of the Companies Act, 2013. However, we were unable to independently verify the integrity, completeness, and effectiveness of the audit trail for the year under audit. Accordingly, we are unable to comment on the adequacy and operating effectiveness of the audit trail maintained by the company.
Section 129(3) of Companies Act 2013, mandates that companies with subsidiaries or associate companies must prepare consolidated financial statements, in addition to their standalone financial statements. We draw attention to Note 8 of the accompanying standalone financial results, which describes the circumstances relating to the investment of ?708.84 lakhs made by the Company in its subsidiary, Dr. Smiths Biotech Private Limited. However, as the Honble National Company Law Tribunal, Mumbai Bench ("NCLT") admitted an Insolvency and Bankruptcy petition filed by an financial creditor against Dr. Smiths Biotech Private Limited ("the subsidiary") and ordered the commencement of Corporate Insolvency Resolution Process (CIRP) of Dr. Smiths Biotech Private Limited, the Company/Corporate Debtor, vide its Order dated 28th April 2025 and Ms. Megha Agrawal (IBBI/IPA-001/IP-P-01456/2018-2019/12272) is appointed as the Interim Resolution Professional by, the NCLT and subsequently appointed as Resolution Professional. As the CIRP proceedings of the subsidiary are currently in progress, out of the total investment of INR 708.84 lakhs in the subsidiary as at 31st March 2026, the Company has created a provisionof INR 220.00 lakhs represents provision for diminution in the value of the Company and written off the balance amount of INR 488.84 lakhs, representing securities premium, through Exceptional Gain/Loss in the Balance Sheet consequent to initiation of CIRP proceedings against the subsidiary. The eventual impact, if any, arising from the CIRP proceedings of the subsidiary will be accounted for as and when the outcome becomes ascertainable.
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 Standards are further described in the Auditors 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 ICAI together with the independence requirements that are relevant to our audit of the Standalone Financial Statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAIs Code of Ethics.
Emphasis of Matter
We draw attention to Note No. 1 and the "Basis of Preparation and Presentation" section of Note 2 to the accompanying Standalone Financial Statements, which describes the admission of the Corporate Insolvency Resolution Process ("CIRP") of the Company by an order of the Honble NCLT, Mumbai Bench-VI with effect from 14th August 2024, and its subsequent conclusion pursuant to the NCLT Order dated 18th December 2025 approving the Resolution Plan.
Mr. Pradeep Kumar Jain, the Successful Resolution Applicant, has infused the required investments as per the approved Resolution Plan and these financial statements have been prepared after giving effect to the said Resolution Plan and based on the confirmation of the settlement of financial and operating creditors as approved by the RP. Pursuant to the implementation of the said Plan, the Company has become a subsidiary of M/s Ananta Medicare Limited.
The Standalone Financial Statements describe the implementation of the Resolution Plan pursuant to the approval of the Honble NCLT and the resultant impact thereof on the financial results for the year ended 31st March 2026.
Our opinion is not modified in respect of the above matters.
Managements Responsibility for the Standalone Financial Statements
The Companys management and the Monitoring Committee constituted pursuant to the NCLT Order dated 18th December 2025 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, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards (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 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, management is responsible for assessing the Companys 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.
The Management / Monitoring Committee is also responsible for overseeing the Companys financial reporting process.
Auditors 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 auditors 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 Standards on Auditing ("SAs") will always detect a material misstatement when it exists. Misstatements can arise fromfraud 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 financial controls 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 over financial reporting with reference to Standalone 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 managements 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 Companys ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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.
Report on Other Legal and Regulatory Requirements
(a) We have sought and, except for the matters described in the Basis
for Qualified Opinion paragraph, obtained all the information and explanations which, to
the best of our knowledge and belief, were necessary for the purposes of our audit.
(b) In our opinion, except for the possible effects of the matters described in the Basis
for Qualified Opinion paragraph, 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.
(c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt
with by this Report are in agreement with the books of account.
(d) Except for the possible effects of the matters mentioned in the Basis for Qualified Opinion paragraph above, in our opinion, the aforesaid Standalone Financial Statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
(e) The matters described under the Basis for Qualified Opinion paragraphs above, in our opinion, may have effect on the functioning of the Company.
(f) On the basis of the written representations received from the directors as on 31st March 2026 taken on record by the Monitoring Committee, none of the directors is disqualified as on 31st March 2026 from being appointed as a director in terms of Section 164(2) of the Act.
(g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure - II". Our report expresses a qualified opinion on the Companys internal financial controls over financial reporting.
(h) With respect to the other matters to be included in the Auditors 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) Due to the possible effects of the matters described in the Basis for Qualified Opinion paragraph, we are unable to state whether the Company has disclosed the complete impact of pending litigations on its financial position in the Standalone Financial Statements.
(ii) As per the information and explanations given to us, the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.
(iii) As per the information and explanations given to us, the Company was not required to transfer any amount to the Investor Education and Protection Fund during the year.
(iv) The Company has represented that it maintains an audit trail (edit log) as required under the applicable provisions of the Companies Act, 2013. However, we were unable to independently verify the integrity, completeness, and effectiveness of the audit trail for the year under review. Accordingly, we are unable to comment on the adequacy and operating effectiveness of the audit trail maintained by the Company.
(i) With respect to the other matters to be included in the Auditors Report in accordance with the requirements of Section 197(16) of the Act, as amended, in our opinion and according to the information and explanations given to us, no remuneration has been paid to any director in excess of the limit laid down under Section 197 of the Act.
| For S S R C A & Co. |
| Chartered Accountants |
| ICAI Firm Registration No: 108726W |
| Sd/- |
| CA Hemant Samdani |
| Partner |
| Membership No. 155955 |
| UDIN: 26155955FCEGUI4995 |
| Place: Pune |
| Date: 30/05/2026 |
"ANNEXURE - I"
REFERRED TO IN PARAGRAPH 1 UNDER THE HEADING "REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS" OF OUR REPORT OF EVEN DATE THE ANNEXURE REFERRED TO IN OUR REPORT TO THE MEMBERS OF CIAN HEALTHCARE LIMITED ("THE COMPANY") FOR THE YEAR ENDED 31ST MARCH 2026. WE REPORT THAT:
(i) In respect of Fixed Assets and Immovable Properties:
(a) The Company has not maintained proper records showing full particulars, including quantitative details and the situation of Property, Plant and Equipment.
(b) The Company does not have any intangible assets during the year. Accordingly, the requirement to maintain records showing full particulars of intangible assets is not applicable.
(c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) as disclosed in the financial statements are held in the name of the Company.
(d) We were unable to obtain the physical verification report and related supporting documents in respect of Property, Plant and Equipment as at 31st March 2026. The Company has not made available to us any physical verification report or reconciliation of physical assets with the fixed asset register. Accordingly, we are unable to comment on whether physical verification of fixed assets was conducted during the year and whether any material discrepancies were noticed.
(e) As per information and explanations provided to us, the Company has not revalued any of its Property, Plant and Equipment and intangible assets during the year.
(f) According to the information and explanations given to us, no proceedings have been initiated against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) In respect of Inventory:
(a) The inventories, except goods-in-transit, have been physically verified by the management during the year at reasonable intervals. In our opinion, considering the size of the Company and the nature of its operations, the coverage and procedure of such verification are appropriate. Discrepancies were noticed between the physical inventory and the book records on such verification, which have subsequently been properly dealt with in the books of account.
(b) According to the information and explanations given to us and based on our audit procedures, the Company has not been sanctioned any working capital limits in excess of 5c or, in aggregate, from banks or financial institutions on the basis of security of current assets during the year. Accordingly, the reporting requirements under clause 3(ii)(b) of the Companies (Auditors Report) Order, 2020 are not applicable to the Company.
(iii) As per the information and explanations given to us, the Company during the year has not granted any loans or advances, investments, guarantees, secured or unsecured, to companies, firms, limited liability partnerships or other parties covered in the register required to be maintained under Section 189 of the Act. Accordingly, the requirement under paragraph 3(iii) of the Order is not applicable to the Company.
(iv) In our opinion and according to the information and explanations given to us, the Company has not made any transaction during the year in violation of Sections 185 and 186 of the Act, in respect of loans, investments, guarantees and security.
(v) The Company has not accepted any deposits from the public within the meaning of Sections 73 to 76 of the Act and the Rules framed there under to the extent notified. During the year, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal.
(vi) We have not been provided details of prescribed cost records required to be maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended and prescribed by the Central Government under Section 148(1) of the Companies Act, 2013. Accordingly, we are unable to comment on whether the Company has maintained prescribed cost records.
(vii) Statutory Dues:
a. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has generally been irregular in depositing undisputed statutory dues such as Goods and Services Tax (GST), Professional Tax, Employees State Insurance, Provident Fund, TDS with the appropriate authorities. The following are the details of undisputed amounts payable in respect of such statutory dues that were in arrears as at 31st March 2026 for a period of more than six months from the date they became payable (the position regarding subsequent payment, where made, is indicated below):
| Nature of Dues | Nature of Statute | Amount (Rs) | Period to which the Amount Relates | Due Date | Date of Payment |
| TDS | Income Tax Act, 1961 | 37,015 | Quarter 1 | 07/05/2025 | 25/05/2026 & 29/04/2026 |
b. Pursuant to the implementation of the approved Resolution Plan, all contingent liabilities, commitments, claims and obligations relating to the period on or before the effective date stand extinguished. Accordingly, there are no statutory dues relating to income tax, sales tax, service tax, duty of customs, duty of excise, value added tax or goods and services tax which have not been deposited on account of any dispute.
(viii) According to the information and explanations given to us, there are no transactions which are not accounted for in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessment of the Company. Hence, the provision stated in paragraph 3(viii) of the Order is not applicable.
(ix) Based on the information and explanations provided to us and the audit procedures performed by us:
(a) Pursuant to the Resolution Plan approved by the National Company Law Tribunal (NCLT), all outstanding loans and borrowings of the Company have been fully repaid and settled. Accordingly, there were no defaults in repayment of loans or borrowings to any financial institution, bank, government authority, or dues to debenture-holders during the year.
(b) The Company has not been declared a wilful defaulter by any bank, financial institution or other lender.
(c) The Company has not obtained any term loans during the year. Accordingly, reporting under clause 3(x)(c) of the Order is not applicable.
(d) No funds raised on a short-term basis have been utilised for long-term purposes during the year.
(e) The Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures.
(f) The Company has not raised any loans during the year on the pledge of securities held in its subsidiaries, associates or joint ventures. Accordingly, reporting on defaults in repayment of such loans does not arise.
(x) (a) According to the information and explanations given to us, the Company has not raised money by way of initial public offer or further public offer (including debt instruments) or term loans during the year.
(b) During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully, partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.
(xi) (a) According to the information and explanations given to us, and on the basis of our examination of the records of the Company provided to us, no material fraud by the Company or any fraud on the Company by its officers or employees has been noticed or reported during the year.
(b) No report under sub-section (12) of Section 143 of the Companies Act has been filed by us in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules.
(c) As per the information and explanations given to us, the Company has not received any whistle-blower complaints during the year.
(xii) The Company is not a Nidhi Company and hence reporting under clause (xii) of the Order is not applicable.
(xiii) The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the standalone financial statements as required under Accounting Standard (AS 18), Related Party Disclosures specified in the Companies (Accounting Standards) Rules, 2006.
(xiv) Based on our examination, the Company has an internal audit system commensurate with the size and nature of its business, and we have considered the reports of the Internal Auditors for the period under audit.
(xv) According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into any non-cash transactions with its directors or persons connected with them and hence provisions of Section 192 of the Companies Act, 2013 are not applicable.
(xvi) (a) In our opinion, the Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Therefore, clause (xvi)(a) to (c) of paragraph 3 of the Order is not applicable to the Company.
(b) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the Reserve Bank of India. Hence, the reporting under paragraph clause 3(xvi)(c) of the Order is not applicable to the Company.
(xvii) As per information and explanation given to us, the Company has incurred cash losses of Rs.548.03 Lakhs during the financial year.
(xviii) There has been no resignation of the statutory auditors during the year. Accordingly, the reporting requirements under clause 3(xviii) of the Companies (Auditors Report) Order, 2020 are not applicable.
(xix) According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realisation of financial assets and payment of financial liabilities, other information accompanying the financial statements, and our knowledge of the plans of the Monitoring Committee / management, and having regard to the implementation of the Resolution Plan approved by the Honble NCLT vide its Order dated 18th December 2025 (refer Emphasis of Matter in our main report), nothing has come to our attention which causes us to believe that any material uncertainty exists as on the date of this report that the Company is not capable of meeting its liabilities existing as at the balance sheet date as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company, and that our reporting is based on the facts up to the date of this report.
(xx) As per information and explanations given to us, there is no amount required to be spent towards Corporate Social Responsibility (CSR) in compliance with Section 135 of the Companies Act. Accordingly, reporting under clause 3(xx)(a) and (b) of the Order is not applicable for the year.
Note: The Company has a subsidiary, Dr. Smiths Biotech Private Limited. The Honble National Company Law Tribunal, Mumbai Bench has admitted an Insolvency and Bankruptcy petition against the subsidiary and ordered the commencement of CIRP vide its Order dated 28th April 2025, and Ms. Megha Agrawal (IBBI/IPA-001/IP-P-01456/2018
2019/12272) has been appointed as the Interim Resolution Professional / Resolution Professional. As the CIRP proceedings of the subsidiary are currently in progress, out of the total investment of 708.84 lakhs, the Company has created a provision of INR 220.00 lakhs and written off the balance amount of INR 488.84 lakhs representing securities premium through Exceptional Gain/Loss in the Balance Sheet. As the consolidated financial statements have been prepared separately, we refer to our separate consolidated audit report for our observations thereon.
| For S S R C A & Co. Chartered Accountants ICAI Firm Registration No: 108726W |
| Sd/- CA Hemant Samdani Partner Membership No. 155955 UDIN: 26155955FCEGUI4995 |
| Place: Pune Date: 30/05/2026 |
ANNEXURE - II TO INDEPENDENT AUDITORS REPORT
REFERRED TO IN PARAGRAPH (g) OF THE INDEPENDENT AUDITORS REPORT OF EVEN DATE TO THE MEMBERS OF CIAN HEALTHCARE LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH 2026
Report on the Internal Financial Controls with reference to financial statements under clause (i) of sub-section 3 of Section 143 of the Act.
We have audited the internal financial controls over financial reporting of Cian Healthcare Limited ("the Company") as of 31st March 2026 in conjunction with our audit of the Standalone Financial Statements of the Company for the year ended on that date.
Managements Responsibility for Internal Financial Controls
The Companys management and the Monitoring Committee constituted pursuant to the NCLT Order dated 18th December 2025 are responsible for establishing and maintaining internal financial controls based on the internal control framework with reference to the Standalone Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.
Auditors Responsibility
Our responsibility is to express an opinion on the Companys internal financial controls with reference to the Standalone Financial Statements based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") issued by the ICAI and the Standards on Auditing prescribed under Section 143(10) of the Act, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to Standalone Financial Statements were established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls and their operating effectiveness. Our audit of internal financial controls included obtaining an understanding of such controls, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.
Meaning of Internal Financial Controls with Reference to Standalone Financial Statements
A companys internal financial controls with reference to Standalone Financial Statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial controls include those policies and procedures that:
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the Company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the Companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls
Because of the inherent limitations of internal financial controls with reference to Standalone Financial Statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls to future periods are subject to the risk that the internal financial control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Qualified Opinion
Because of the significance of the matter described in the Basis for Qualified Opinion paragraph below, we have concluded that the Company has not maintained adequate internal financial controls over financial reporting with respect to the aforesaid matter and such internal financial controls were not operating effectively as at 31st March 2026. In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph below, the Company has, in all material respects, adequate internal financial controls over financial reporting and such internal financial controls were operating effectively as at 31st March 2026.
Basis for Qualified Opinion
For the reasons stated in our main report, including those described in the Basis for Qualified Opinion paragraph, and specifically on account of the matters described below, the Company has not maintained adequate internal financial controls over financial reporting with respect to such matters as at 31st March 2026:
(a) Non-availability of IFC Documentation: The Company has not made available to us documentation relating to the Internal Financial Controls over Financial Reporting, including the documented risk and control matrices, process narratives, control testing evidence or any other IFC framework documentation. Consequently, we were unable to obtain sufficient appropriate audit evidence to evaluate whether adequate internal financial controls over financial reporting had been established and whether such controls were operating effectively as at the reporting date.
(b) Inventory Valuation and Control Deficiencies: The inventory revaluation exercise conducted by the Resolution Professional during the CIRP on 18th December 2025 determined the inventory value at INR 603.10 lakhs as against the book carrying value of INR 1,956.90 lakhs, resulting in a difference of INR 1,353.80 Lakhs. The inability of management to provide adequate documentation supporting the inventory value recorded in the books indicates a material weakness in controls over inventory valuation and record-keeping.
(c) Expected Credit Loss (ECL) Provision - Control Weakness: The Company has recognised an ECL provision of INR 2,780.81 lakhs without providing adequate evidence of the basis and methodology, including ageing analysis, recovery assessment and management evaluation. This indicates a material weakness in controls over provisioning and evaluation of recoverability of financial assets.
(d) GST ITC Reconciliation - Control Deficiency: An amount of ?347.28 lakhs has been written off under Exceptional Gain/Loss on account of the difference in GST ITC between books and the GST portal, without proper GST reconciliation and supporting documentation. This indicates a material weakness in controls over GST compliance and reconciliation processes.
(e) Foreign Exchange Computation: The Foreign Exchange Gain/Loss has been computed only on the basis of year-end closing balances instead of on a transaction-wise basis as required under AS-11. This indicates a control deficiency in the process of computation and recording of foreign exchange differences.
(f) Trade Receivables and Balance Confirmations: Balance confirmations in respect of a substantial portion of trade receivables, advances to others and deposits paid have not been received from the respective parties, indicating inadequate controls over the confirmation and reconciliation of balances with third parties.
(g) Physical Verification of Fixed Assets: Physical verification reports and supporting documents for Property, Plant and Equipment and Capital Work-in-Progress have not been provided for audit verification. This indicates a control weakness in the management of fixed asset records, physical verification procedures, and the reconciliation of physical assets with accounting records.
(h) Audit Trail: We were unable to independently verify the integrity, completeness, and effectiveness of the audit trail (edit log) for the year. This indicates a deficiency in controls over IT general controls, specifically with respect to the maintenance and accessibility of the audit trail, which is a key preventive and detective control over financial reporting.
Consequently, due to the effects of the matters described above, the Company has not maintained adequate internal financial controls over financial reporting with respect to such matters, and such internal financial controls were not operating effectively as at 31st March 2026.
We have considered the effects of the matters described above in determining the nature, timing and extent of audit procedures performed in our audit of the Standalone Financial Statements of the Company for the year ended 31st March 2026, and such matters have resulted in our qualified opinion on the said Standalone Financial Statements of the Company.
| For S S R C A & Co. Chartered Accountants ICAI Firm Registration No: 108726W |
| Sd/- CA Hemant Samdani Partner Membership No. 155955 UDIN: 26155955FCEGUL4995 |
| Place: Pune Date: 30/05/2026 |
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