TO,
THE MEMBERS OF,
CIAN HEALTHCARE LIMITED (A COMPANY UNDER CIRP VIDE NCLT ORDER DATED 11 JUNE 2024)CORPORATE INSOLVENCY PROCEEDINGS AS PER INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) REPORT ON AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
Material Background for this Audit Report
The Honble National Company Law Tribunal, Mumbai Bench ("NCLT") admitted an
Insolvency and Bankruptcy petition filed by an operational creditor against Cian Healthcare Limited ("the Company") and ordered the commencement of Corporate Insolvency Resolution Process (CIRP) of Cian Healthcare Limited, the Company/Corporate Debtor, vide its Order dated 11 th June 2024 and Mr. Roshen Chordiya was appointed as the Interim Resolution Professional by, the NCLT. Further, the Petition was withdrawn by NCLT in order dated 20 June 2024. Thereafter, the order commencement of CIRP was restored from 14th August 2024.The Committee of Creditors(COC) at its meeting held on 21st February 2025 approved the appointment of Mr. Roshen Chordiya, Interim Resolution Professional as Resolution Professional as per Section 22 (2) of Insolvency & Bankruptcy Code, 2016, which has been confirmed by NCLT vide its order dated 20 March 2025, with a direction to initiate appropriate action contemplated, with extant provisions of the Insolvency and Bankruptcy Code, 2016 and other related rules. In view of pendency of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of the Company have been suspended, and the management of the affairs of the Company and power of the Board of Directors are now vested with the Resolution Professional, and the Statement is being signed by the Resolution Professional in exercise of such powers.
Opinion
We were engaged to audit the accompanying Standalone financial results of Cian Healthcare
Limited (hereinafter referred to as the "Company") which comprise the Standalone Balance sheet as at 31 March 2025, the Standalone Statement of Profit and Loss and Cash Flows 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").
Because of the significance of the matters described in the Basis for Disclaimer of Opinion paragraph of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these Financial Statements of the Company as at March 31, 2025, accordingly we do not express an opinion on the accompanying Financial Statements of the Company.
Basis for Disclaimer Opinion
1. 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 (SAs). 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 Institute of Chartered Accountants of India (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 .
2. For the paragraphs mentioned below (a-s) , we are unable to comment on the elements of Financial Statements which may require necessary disclosures/ documentation/ explanation/and or adjustments and impact of the same on Financial Statements. We were unable to obtain sufficient and appropriate audit evidence on the matters mentioned below, which may have a material and pervasive impact on the financial position of the Company for the year ending on March 31, 2025. a) We refer to Note mentioning RPs inability to compile true and fair accounts due to reasons mentioned in the note. b) As required by SA 510, "Initial Audit Engagements ? Opening Balances", the audit or is required to obtain sufficient appropriate audit evidence about whether: ?? opening balances contain misstatements that materially affect the current periods financial statement; and ?? appropriate accounting policies reflected in the opening balances have bee n consistently applied in the current periods financial statements, or chang es thereto are properly accounted for and adequately presented and disclo sed in accordance with the applicable financial reporting framework. In this regard, as stated in the abovementioned note,due to lack of sufficient and a ppropriate evidence, we are unable to comment on the closing balances of the pri or period. c) In the absence of comprehensive review of carrying amount of certain assets long-term loans and advances, balances with government authorities, deposits, trade receivables, Other Non-Current Assets and other current assets and liabilities and non-availability of confirmation of substantial balances, we are unable to comment upon adjustments, if any, that may be required to the carrying amount of such assets and liabilities and consequential impact, if any, on the loss for the year ended 31 March 2025.
d) The standalone financial results include inventory reported at 2,562.11 lakhs. However, as per the inventory valuation report provided by the Resolution Professional (RP), the assessed value as at 31 March 2025 is 1,869.14 lakhs. The difference in valuation has a material impact on the cost of goods sold and closing inventory. However ,the management (RP) has decided to not revalue the inventory in Books of Accounts. 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 on the financial results, including profit/loss, assets, and reserve and surplus. e) In the absence of sufficient and appropriate audit evidence of the carrying value of Property, Plant and Equipment and Capital Work in Progress as at 31 st March 2025, we are unable to comment upon whether any adjustments are required to the carrying amounts of these assets. Consequently, we are also unable to comment on the potential impact of the same on the standalone financial results for the year ended 31 st March 2025. f) As mentioned in Note. 37(a) to the financial statements, pursuant to commencement of CIRP of the Company under Insolvency and Bankruptcy Code, 2016, there are various claims submitted by the financial creditors, operational creditors, employees and other creditors to the RP. The overall obligations and liabilities including interest on loans and the principal amount of loans shall be determined during the CIRP. The outcome of the CIRP process is still pending thus no accounting impact in the books of accounts has been made in respect of excess, short, or non-receipts of claims for financial creditors, operational creditors, employees and other creditor. Hence, consequential impact, if any, is currently not ascertainable and we are unable to comment on possible financial impacts of the same. g) During the current financial year, the company has not provided interest on loans obtained from various banks and Financial Institutions and other parties , which is not in accordance with generally accepted accounting principles. Had the provision for interest would be recognized , finance cost, total expenses and loss for the year have been higher and having a consequential impact on other current financial liability and other equity. Hence, we are unable to comment on basis and accuracy of interest expense as reflected in profit and loss account for year ended 31 st March 2025. h) We have not received loan statements or external confirmations from the banks, financial institutions, or Non-Banking Financial Companies (NBFCs) for the outstanding loan amounting to 3,311.14 lakhs as at the balance sheet date. Due to the absence of sufficient and appropriate audit evidence regarding the existence and completeness of these loan balances, we are unable to determine whether any adjustments might be necessary to the carrying amounts of borrowings or their gongrelated disclosures in the financial results for the year ended 31 March 2025. i) As mentioned in Note 21 to the financial statements, the total balance with the Goods and Services Tax (GST) authorities as per the books of accounts is reported to be 365.18 lakhs. However, the balance as per Electronic Credit Ledger (PAN based) as reflected on GST portal is Rs. 89.52 lakhs as of 31 March 2025. In the absence of sufficient audit evidence and reconciliations, we are unable to comment on the accuracy and completeness of the balances reported and their consequential impact, if any, on the financial results. j) During the course of our audit, we observed that the Company has delayed in remitting statutory dues including Provident Fund (PF), Professional Tax (PT),
Employees State Insurance Corporation (ESIC), Tax Deducted at Source (TDS) and other applicable statutory dues to the appropriate authorities within the prescribed time limits. Furthermore, we were unable to verify the balances related to these statutory liabilities as reflected in the books of accounts due to non- availability of sufficient and appropriate audit evidence and supporting documentation. In our opinion and to the best of our information and according to the explanations given to us, the extent of default and the impact on the financial statements could not be determined. k) The Company has recognized income from foreign incentives such as Duty Drawback, RODTEP (Remission of Duties and Taxes on Exported Products) benefits, and foreign exchange gain/loss during the year ended 31 March 2025. However, the Company has not provided sufficient and appropriate audit evidence in support of the aforesaid income, including relevant documentation, reconciliations. In the absence of such audit evidence, we are unable to determine the accuracy, completeness, and appropriateness of the income recognized in the financial results. Accordingly, we are unable to determine whether any adjustments might be necessary in respect of such income and the consequential impact, if any, on the profit/loss for the year, reserves, and disclosures in the financial results as at and for the year ended 31 March 2025. l) With respect to related party disclosures and transactions made under Note No. 35 of the financial statements, we are unable to confirm or comment whether the details provided are complete and in compliance with the requirements of section 188 of the Companies Act, 2013 and AS-18 Related Party Disclosures. m) The System of Internal Financial control over financial reporting with regard to company were not made available to us to determine if company has established adequate internal financial control over financial reporting and whether such internal financial control was operating effectively. n) We have not been provided with any documented framework to ascertain completeness and timely compliance with provisions of various applicable statues. Major non-compliances observed are - as required by section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 the Company has not conducted audit of Cost records. o) 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. p) 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. h) We draw attention to Note 15 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. As the CIRP is currently under process, we are unable to comment on any adjustments, if required, to the carrying value of the said investment and the consequential impact, if any, on the financial results of the Company for the year ended 31st March 2025. q) As referred in Note 36.05 ,the Company has not provided for long-term employee benefits such as gratuity and leave encashment , since the actuarial valuation report was not available as on the date of audit. In the absence of the actuarial valuation report and related documentation, we were unable to obtain sufficient and appropriate audit evidence regarding the amount of provision required for these employee benefits. r) The Company mentioned in Note 37(b) of the Financial Statements that, considering the Company is required to be run as a going concern under CIRP, the Financial Statements have been prepared on a going concern basis. However, we found Material uncertainty relating to Going Concern assumption applied to the Financial Statements. The Company has been referred to the National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016, and there is considerable decline in level of operations of the Company, and net worth of the Company reported at Rs . 4214.53 lakhs as on reporting date which has substantially declined as compared to Rs. 6181.16 lakhs as of 31 st March 2024.Thus, there exists a material uncertainty about the ability of the Company to continue as a "Going Concern". The same depends upon the outcome of appeals and/or any other developments in the resolution process. The appropriateness of preparation of Financial Statements on going-concern basis is critically dependent upon CIRP as specified in the Code. Necessary adjustments required on the carrying amount of assets and liabilities are not ascertainable. Further we are unable to comment on the remarks/explanation provided by the Company under Note 38 to the Financial Statements in relation to Analytical Ratios. s) We have been informed by the RP that certain information including the minutes of the meetings of the COC, and the outcome of certain specific/ routine procedures carried out as part of the IBC process are confidential in nature and could not be shared with other than the COC and Honble NCLT. In the opinion of the RP, the matter is highly sensitive, confidential and may have adverse impact on the resolution process. Accordingly, we are unable to comment on the impact, if any, on the accompanying standalone financial results including recognition, measurement and disclosures that may arise had we been provided access to the above-mentioned information. t) For the matters mentioned in para (a) to (s) above , we are unable to determine the adjustments that are necessary in respect of Companys assets, liabilities as on Balance sheet date, income and expenses for the year, cash flow statement and related presentation and disclosures in Financial Statements so we disclaim to form any opinion on the financial statement. Further, we would like to inform that we were appointed as Statutory Auditor of the Company only on January 10, 2025 for conducting Statutory Audit for FY 2024-25. For the matters stated in "Basis of Disclaimer of Opinion paragraph above", we are not cognizant of matters that pertains to earlier financial years.
Managements Responsibility for the Financial Statements
The Companys management is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Financial Statements that give a true and fair view of the state of affairs, profit, 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 Financial Statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Companys ability to continue as 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 Board of Directors is responsible for establishing and maintaining adequate and effective controls in respect of use of accounting software that entails the requisite features as specified by the Companies (Accounts) Rules, 2014, as amended from time to time, including an evaluation and assessment of the adequacy and effectiveness of the companys accounting software in terms of recording and maintaining audit trail (edit log) of each and every transaction and ensuring that the audit trail cannot be disabled and has been operated throughout the year for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.
The Management is also responsible for overseeing companys financial reporting process.
Auditors Responsibilities for the Audit of the Financial Statements
Our responsibility is to conduct an audit of the entitys Financial Statements in accordance with Standards on Auditing and to issue an auditors report. However, because of the matters described in the Basis for Disclaimer of Opinion paragraph of our report, we were not able to obtain sufficient appropriate audit evidence to provide an opinion on these Financial Statements. Our objectives are to obtain reasonable assurance about whether the 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 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 Financial Statements. We are independent of the entity in accordance with the ethical requirements in accordance with the requirements of the Code of Ethics issued by ICAI and the ethical requirements as prescribed under the laws and regulations applicable to the entity.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditors Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the "Annexure-I" , a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable. As required by Section 143(3) of the Act, we report that:
i. As described in the Basis for Disclaimer of Opinion paragraph above, we have sought but were unable to obtain all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit.
ii. Due to the possible effects of the matters described in the Basis for "Disclaimer
Opinion" paragraph above and on account of relevant data not currently available with the Company, we are unable to state whether proper books of accounts as required by law have been kept by the company, so far as it appears from the examination of those books.
iii. The Balance sheet, the Statement of Profit & Loss , and the Cash Flow Statement dealt with by this Report are in agreement with the books of account. Also, as mentioned in 2(b) above, we are unable to comment whether the books of accounts are proper.
iv. Because of the possible effects of the matters mentioned in the "Basis of Disclaimer of Opinion" para above, and owing the general lack of information, we cannot form an opinion whether the aforesaid financial statements comply with the AS specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.
v. The matters described under the Basis of Disclaimer of Opinion and material uncertainty related to going concern paragraph above in our opinion, may have an adverse effect on the functioning of the Company and on the amounts disclosed in the Financial Statements of the Company.
vi. Since we were not able to obtain written confirmation from the erstwhile
Directors, we are unable to comment whether all the directors are disqualified as on 31st March 2025 from being appointed in terms of Section 164(2) of the Act.
vii. 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" . We have disclaimed our opinion on the
Companys internal financial controls over financial reporting.
2. 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 matter described in the Basis for Disclaimer of
Opinion paragraph, we are unable to state whether the Company has disclosed the complete impact of pending litigations on its financial position in the Financial Statements.
ii. As per the information and explanation given to us, the Company did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses.
iii. As per the information and explanation given to us, the Company was not required to transfer any amount to the Investor Education and Protection Fund during the year .
iv. 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. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) which are required to be commented upon by us.
For S S R C A & Co
Chartered Accountants
ICAI Firm Registration No: 108726W
SD/-
CA Hemant Samdani
Partner
Membership Number: 155955 UDIN: 25155955BMKYQJ8784 Place: Pune Date: 11 June 2025
" 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 MARCH 31, 2025. WE REPORT THAT:
1. In respect of fixed assets:
a) The Company has not maintained proper records showing full particulars, including quantitative details and the situation of Property, Plant & 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 favor of the lessee) as disclosed in the financial statements are held in the name of the Company.
d) We have not been given information regarding physical verification of Property, Plant & Equipment carried out if any, during the year by the management. Hence, we are unable to comment as to whether there is any material discrepancies on physical verification.
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) Considering the explanations provided by the Company under Note No. 37(n) of the Financial Statements, we are unable to comment whether any proceedings have been initiated or are pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
2. In respect of Inventory:
a) According to the information and explanations given to us, and based on the records produced before us, the company has not conducted physical verification of inventory at reasonable intervals.
b) As per information and explanation given to us, during the year, the Company has been sanctioned working capital limits in excess of five crore rupees, in aggregate, from banks or financial institutions on the basis of security of current assets.
c) No information is made to us available for quarterly returns or statements filed by Company with Banks and whether the statements are in agreement with books of accounts.
3. As per the information and explanation given to us, the Company during the year has not granted any loans or advances, investment, 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, requirement under paragraph 3(iii) of the order is not applicable to the Company.
4. In our opinion and according to the information and explanation given to us, the Company has not made any transaction during the year in violation of Section 185 and 186 of the Act, in respect of loans, investments, guarantees and security.
5. According to the information and explanations given to us, the Company has not accepted any deposit during the period from public within the meaning of section 73 to 76 of the Act. Therefore, the provisions of clause 3 (v) of the Order are not applicable.
6. 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 whether the company has maintained prescribed cost records.
7. 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. According to the information and explanations given to us, following are the details undisputed amounts payable in respect of GST, Provident Fund, Employees State Insurance, Professional Tax, TDS, and other statutory dues were in arrears as at 31 March 2025 for a period of more than six months from the date they became payable not paid till date (incl. dues in respect of period prior to CIRP commencement) are given below.
| Nature of Dues | Nature of Statute | Amount Admitted under Claim ( in Lakhs) | Amount Not Admitted in Claim ( in Lakhs) |
| Employees\u2019 State Insurance | 0.59 | 0.73 | |
| ESIC, Pune | |||
| Act, 1948 | |||
| Employees\u2019 State Insurance | 12.22 | 0.00 | |
| ESIC, Dehradun | |||
| Act, 1948 | |||
| GST Department, | 43.31 | 0.00 | |
| Goods and Services Tax | |||
| Pune | |||
| GST Department, | 55.74 | 0.00 | |
| Goods and Services Tax | |||
| Roorkee | |||
| GST Department, | 29.52 | 0.00 | |
| Goods and Services Tax | |||
| Roorkee | |||
| TDS | Income Tax Act, 1961 | 7.44 | 0.00 |
| TDS | Income Tax Act, 1961 | 27.58 | 0.00 |
| 0.63 | 0.00 | ||
| Professional Tax | Income Tax Act, 1961 | ||
| Employees\u2019 Provident Funds | 33.23 | 0.00 | |
| EPF, Dehradun | |||
| Act, 1952 |
8. According to the information and explanation given to us, details of dues of income tax, goods and service tax, sales tax, service tax, custom duty, excise duty, value added tax, cess which have not been deposited as on March 31, 2025 on account of disputes are given below:
| Nature of Statue | Nature of Dues | Period to which the Amount Relates | Forum where Dispute is Pending | Amount |
| Income Tax Act, 1961 | Income Tax | AY 21-22 | CIT(Appeal) | 373.85 |
| Income Tax Act, 1961 | Income Tax | AY 21-22 | CIT(Appeal) | 11.15 |
9. According to the information and explanations given to us, there are no transactions, which are not accounted for in the books of accounts, which have been surrendered or disclosed as income during the year in Tax Assessment of the Company. Also, there is no previously unrecorded income, which has been now recorded in the books of account. Hence, the provision stated in paragraph 3(viii) of the Order is not applicable to the Company.
10.According to the information and explanations given to us, the Company has defaulted in repayment of principal and interest on loans to financial institutions and banks. The details of such defaults are as follows:
| S.No. Lender Name | Nature of Borrowing | Amount Not Paid ( in Lakhs) | Nature of Default |
| 1 SIDBI Bank | Term Loan - D0000UGJ | 145.88 | Principal and Interest |
| Term Loan - D0000THM | 53.12 | Principal and Interest | |
| Term Loan - D0003QTC | 6.65 | Principal and Interest | |
| Term Loan - D0003QT7 | 3.08 | Principal and Interest | |
| Total - SIDBI | 208.73 | ||
| 2 Bank of Baroda | Cash Credit A/c : 7101050000018 | 341.64 | Not specified |
| Term Loan 1 : 71010600000191 | 51.46 | Not specified | |
| Term Loan 2 : 71010600000197 | 45.61 | Not specified | |
| Term Loan 3 : 71010600000968 | 4.37 | Not specified | |
| Term Loan 4 : 71010600000969 | 1.46 | Not specified | |
| Term Loan 5 : 89740600000183 | 707.04 | Not specified | |
| Term Loan 6 : 89740600001240 | 14.02 | Not specified | |
| Total - Bank of | |||
| 1,165.62 | |||
| Baroda | |||
| 3 IDBI Bank | Cash Credit Pro Rata Processing | 1,229.04 | Cash Credit Pro Rata |
| Fees | 2.29 | Processing Fees | |
| Processing Fees | 6.20 | Processing Fees | |
| Lead Bank Fees | 10.00 | Lead Bank Fees | |
| Total - IDBI Bank | 1,247.53 | ||
| 4 IIFL Finance | Loan A/c: 9900325SL2437433 | 1.71 | Principal and Interest |
| 5 Union Bank of India | Cash Credit: 560101000005431 | 573.44 | Cash Credit |
| Term Loan: 560821000008108 | 52.50 | Term Loan |
| Total - UBOI | 625.93 | ||
| 6 YES Bank Ltd. | Term Loan: | Principal | |
| ALN000800327565 (Principal) | 15.74 | Amount | |
| Interest Pending Installment | 0.13 | Interest Pending | |
| 1.84 | Installment | ||
| Other Charges | 0.83 | Other Charges | |
| Sub-total | Term Loan : | 18.54 | Principal and |
| ALN000800376616 Term Loan : | 0.23 | Interest Principal and | |
| 0.25 | |||
| Total - YES Bank | ALN000800422929 | 19.02 | Interest |
| 7 NBFC (Unsecured) | Unsecured Loans | 41.36 | Principal and Interest |
| Grand Total | 3,309.91 |
*Sufficient evidence/information has not been provided by the company to ascertain overdue amount and the period of default.
*We have not been provided with individual bank wise outstanding confirmations and Statements as on 31 March 2025, in respect of Borrowings. Therefore, we are not able to comment on the same.
a) The Company has not borrowed from the government and has not issued any debentures.
b) Due to the ongoing CIRP and the consequent lack of availability of complete records and confirmations from the lenders, we are unable to comment on whether the Company has been declared a willful defaulter by any bank, financial institution, or other lender.
c) According to the information and explanations given to us, the Company has not taken any term loan during the year. Hence, the reporting under clause 3(ix)(c) of the Order is not applicable.
d) According to the information and explanations given to us, the Company has not raised any funds on short-term basis during the year. Hence, the reporting under clause 3(ix)(d) of the Order is not applicable.
e) According to the information and explanations given to us, 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) According to the information and explanations given to us, the Company has not raised loans during the year on the pledge of securities held in its subsidiaries, joint ventures or associate companies.
11. 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 or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.
12. 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 period.
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 Companies (Audit and Auditors).
c) As per the information and explanations given to us, the company has not received any whistle-blower complaints during the year.
13.The Company is not a Nidhi Company and hence reporting under clause (xii) of the
Order is not applicable.
14.As explained in the Basis for "Disclaimer of Opinion" section of our main report, we are unable to comment whether the transactions during the year with the related parties were in compliance with Section 177 and 188 of the Companies Act, 2013.
15.According to the information and explanations given to us, the Company has represented that the internal audit is conducted by the management and the internal audit report has been provided to us. However, we were unable to obtain sufficient and appropriate audit evidence to evaluate the scope, coverage, and procedures followed in such internal audit. Accordingly, we are unable to comment on whether the internal audit system is commensurate with the size and nature of the Companys business.
16.According to the information and explanation given to us and based on our
examination of the records of the Company, we observed that 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.
17. 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, the Clause (xvi) of (a) to (c) 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 Reserve Bank of India. Hence, the reporting under paragraph clause 3 (xvi)(c) of the Order is not applicable to the Company.
c) As per information and explanation given to us, the Company has incurred cash losses of Rs. 392.46 Lakhs during the financial year.
18.There has been resignation of the statutory auditors during the year; there were no issues, objections or concerns raised by the outgoing auditors.
19.With respect to capability of company of meeting its liabilities existing at the date of balance sheet (as and when they fall due within a period of one year from the balance sheet date), considering the Company is into CIRP, it remains subject to the outcome of CIRP and the provisions of Insolvency and Bankruptcy Code, 2016.
20.As per information and explanation given to us, there is no amount required to be spent towards Corporate Social Responsibility (CSR) in compliance Section 135 of the Companies Act. Accordingly, reporting under clause 3(xx)(a) and (b) of the Order is not applicable for the year.
21.The Company has a subsidiary and accordingly, the provisions of Clause 3(xxi) of the
Companies (Auditors Report) Order, 2020 are applicable. As The Honble National Company Law Tribunal, Mumbai Bench ("NCLT") admitted an Insolvency and Bankruptcy petition filed by an operational 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. As per the Interim Resolution Professional, the company is under CIRP, and handover of the subsidiary data is not yet completed. Thus, the consolidated financial statements have not been presented due to the unavailability of the financial information of the subsidiary and hence only standalone results have been presented. As a result, we are unable to comment on whether there have been any qualifications or adverse remarks by the auditors in the reports of the companies included in the consolidated financial statements.
For S S R C A & Co
Chartered Accountants
ICAI Firm Registration No: 108726W
SD/-
CA Hemant Samdani
Partner
Membership Number: 155955 UDIN: 25155955BMKYQJ8784 Place: Pune Date: 11 June 2025
ANNEXURE II TO INDEPENDENT AUDITORS REPORT
REFERRED TO IN PARAGRAPH 11(F) OF THE INDEPENDENT AUDITORS REPORT
OF EVEN DATE TO THE MEMBERS OF CIAN HEALTHCARE LIMITED ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH 31, 2025
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, 2025 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 is responsible for establishing and maintaining internal financial controls based on the internal control with reference to 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 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 Standalone Financial Statements of the Company 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 Institute of Chartered Accountants of India and the Standards on Auditing prescribed under -section 143(10) of the Act, to the extent applicable to an audit of internal financial controls with reference to Standalone Financial Statements. 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 was 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 with reference to Standalone Financial Statements and their operating effectiveness. Our audit of internal financial controls with reference to Standalone Financial Statements included obtaining an understanding of internal financial controls with reference to Standalone Financial Statements, 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls with reference to
Standalone Financial Statements.
Meaning of Internal Financial Controls With reference to Standalone Financial Statements
A companys Internal Financial Control 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 control with reference to Standalone Financial Statements includes 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 authorizations of management and directors of the company; and
(3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
Inherent Limitations of Internal Financial Controls With reference to Standalone Financial Statements
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 with reference to Standalone Financial Statements to future periods are subject to the risk that the internal financial control with reference to Standalone Financial
Statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Disclaimer of Opinion
Because of significance of matters described in Basis for Disclaimer of Opinion paragraph below, we are unable to obtain sufficient and appropriate audit evidence to provide a basis for our opinion whether the company had adequate internal financial controls over financial reporting and whether such internal financial controls were operating effectively as at March 31,2025.Accordingly,we do not express an opinion on companys financial controls over financial reporting.
Basis for Disclaimer of Opinion
For the reasons stated in our main report, i.e. "Basis for Disclaimer of Opinion" paragraph, we are unable to comment if the company has an established system of internal control over financial reporting with regards to assessment of the possible material adjustments that could arise/may be required to be made to recorded valued in financial statements.
Consequently, we are unable to obtain sufficient and appropriate audit evidence so as to provide a basis for our opinion as to whether the company had adequate internal financial controls over financial reporting and that whether such internal financial controls were operating effectively as at March 31,2025 We have considered the disclaimer reported above in determining the nature, timing, and extent of audit tests applied in our audit of standalone Financial Statements of the Company for the year ended March 31,2025 and the disclaimed has affected our opinion on the said Financial Statements of the Company and we have issued a Disclaimer of Opinion on 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 Number: 155955 UDIN: 25155955BMKYQJ8784 Place: Pune Date: 11 June 2025
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