Nexus Surgical and Medicare Ltd Auditor Reports

To the Members of

Nexus Surgical and Medicare Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Nexus Surgical and Medicare Limited
("the Company"), which comprise the balance sheet as at March 31, 2025, and the statement
of Profit and Loss, and statement of cash flows for the year then ended, and notes to the
financial statements, including a summary of significant accounting policies.

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 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,
2025, its profit, and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under
section 143(10) of the Companies Act, 2013. Our responsibilities under those Standards are
further described in the Auditors Responsibilities for the Audit of the 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 Companies Act, 2013 and the Rules thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the Code of Ethics. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgement, were of most
significance in our audit of the financial statements of the current period. These matters were
addressed in the context of our audit of the financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion on these matters. We have
determined the there are no key audit matters to be communicated in our report.

Information other than the financial statements and Auditors report thereon

The Companys Board of Directors is responsible for the other information, the other
information comprises the information included in the Directors report, but does not include
the Financial Statements and our Auditors report thereon. The Directors report is expected
to be made available to us after the date of this Auditors report.

Our opinion on the 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 financial statements, our responsibility is to read the other
information and in doing so, consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in the audit or otherwise appears to
be materially misstated.

When we read Directors report, if we conclude that there is a material misstatement therein,
we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone
Financial Statements

The Companys Board of Directors is responsible for the matters stated in section 134(5) of
the Companies Act, 2013 ("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, and cash flows of the Company in accordance with the accounting principles
generally accepted in India, including the accounting Standards specified under section 133
of the Act. This responsibility also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the assets of the Company and
for preventing and detecting frauds and other irregularities; selection and application of
appropriate accounting policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate internal financial
controls, that were operating effectively for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and presentation of the 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 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 companys financial
reporting process.

Auditors Responsibilities for the Audit of the 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 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.

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 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
standalone 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.

Materiality is the magnitude of misstatements in the financial statements that, individually or
in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We consider quantitative materiality and
qualitative factors in (i) planning the scope of our audit work and in evaluating the results of
our work; and (ii) to evaluate the effect of any identified misstatements in the financial
statements.

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 of
the current period and are therefore the key audit matters. We describe these matters in our
auditors 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.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditors Report) Order, 2020 ("the Order"), as amended,
issued by the Central Government of India in terms of sub-section (11) of Section 143 of
the Act and on basis of such checks of books and records of the company as we considered
appropriate and according the information and explanations given to us, we give in the
"Annexure A", 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 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) In 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.

(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) 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 subject to the possible effects of the matters
described in the Basis for Qualified Opinion paragraphs.

(e) On the basis of the written representations received from the directors as on March
31, 2025 taken on record by the Board of Directors, none of the directors is
disqualified as on March 31, 2025 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 over financial
reporting of the Company and operating effectiveness of such controls, refer to our
separate report in "Annexure B".

(g) 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, in our
opinion and to the best of our information and according to the explanations given
to us:

a) The Company does not have any pending litigations which would impact its
financial position.

b) The Company did not have any long-term contracts including derivative
contracts for which there were any material foreseeable losses.

c) There were no amounts which were required to be transferred to the Investor
Education and Protection Fund by the Company.

d) (i) The management has represented that, to the best of its knowledge and
belief, no funds have been advanced or loaned or invested (either from
borrowed funds or share premium or any other sources or kind of funds) by
the company to or in any other person(s) or entity(ies), including foreign
entities ("Intermediaries"), with the understanding, whether recorded in
writing or otherwise, that the Intermediary shall, 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 to or on behalf of the Ultimate Beneficiaries;

(ii) The management has represented, that, to the best of its knowledge and
belief, no funds have been received by the company from any person(s) or
entity(ies), including foreign entities ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the company
shall, 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 from
or on behalf of the Ultimate Beneficiaries; and

(iii) Based on audit procedures which we considered reasonable and
appropriate in the circumstances, nothing has come to our notice that has
caused us to believe that the representations under sub-clause (i) and (ii)
contain any material mis-statement.

e) Ihe company has not declared or paid any dividend during the year in
contravention of the provisions of section 123 of the Companies Act, 2013.

f) Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year
ended March 31, 2025 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. Further, during the course of our audit
we did not come across any instance of the audit trail feature being tampered
with and the audit trail has been preserved by the company as per the statutory
requirements for record retention.

(h) With respect to the matter to be included in the Auditors Report under Section
197(16) of the Act:

In our opinion and according to the information and explanations given to us, the
remuneration paid by the Company to its directors during the current year is in
accordance with the provisions of Section 197 of the Act. The remuneration paid to
any director is not 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)
of the Act which are required to be commented upon by us.

ANNEXURE "A" TO THE INDEPENDENT AUDITORS REPORT
(Referred to in Paragraph (1) of our Report of even date)

(i) (a) (A) The Company has maintained proper records showing full particulars

including quantitative details and situation of property, plant and
equipment.

(B) According to the information and explanations given to us and on the
basis of our examination of the records of the Company, the Company
did not own any intangible assets during the year.

(b) As explained to us, all the property, plant and equipment have been physically
verified by the management during the period at reasonable interval and no
material discrepancies were noticed on such physical verification.

(c) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, the Company did not own any
immovable property during the year.

(d) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, the Company has not revalued
its property, plant and equipment during the year.

(e) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, there are no proceedings
initiated or pending against the Company for holding any benami property
under the Prohibition of Benami Property Transactions Act, 1988 and rules
made thereunder.

(ii) (a) The management has conducted physical verification of inventory at

reasonable intervals during the year. In our opinion the coverage and the
procedure of such verification by the management is appropriate.
Discrepancies on such physical verification were less than 10% in aggregate for
each class of inventory and have been properly dealt with in the books of
account.

(b) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, the Company has not been
sanctioned any working capital limits in excess of five crore rupees, in
aggregate, from banks and financial institution on the basis of security of
current assets at any point of time of the year. Accordingly clause 3(ii)(b) of the
Order is not applicable to the Company.

(iii) (a) In our opinion and according to the information and explanations given to us,

the company has provided loans or provided advances in the nature of loans,
or stood guarantee, or provided security to any other entity.

The aggregate amount during the year is Rs. 15,639.20 hundred, and balance
outstanding at the balance sheet date with respect to such loans or advances
and guarantees or security is Nil.

(b) In our opinion and according to the explanations given to us, the terms and
conditions of the grant of all loans and advances in the nature of loans are not
prejudicial to the Companys interest.

(c) In our opinion and according to the explanations given to us in respect of loans
and advances in the nature of loans, the schedule of repayment of principal
and payment of interest has been stipulated and the repayments are regular.

(d) In our opinion and according to the explanations given to us in respect of loans
and advances in the nature of loans, no amounts are overdue for a period of
more than 90 days.

(e) In our opinion and according to the explanations given to us, no loans or
advance in the nature of loan granted which has fallen due during the year has
been renewed or extended nor fresh loans have been granted to settle the
overdues of existing loans given to the same parties.

(f) In our opinion and according to the explanations given to us, the Company has
not granted loans or advances in the nature of loans either repayable on
demand or without specifying any terms or period of repayment.

(iv) According to the information and explanations given to us and on the basis of our
examination of the records, the Company has not given any loans, or made any
investments, or provided any guarantee or security as specified under Section 185
and Section 186 of the Companies Act, 2013.

(v) The Company has not accepted any deposits or amounts which are deemed to be
deposits from the public. Accordingly, clause 3(v) of the Order is not applicable.

(vi) According to the information and explanations given to us, the Central Government
has not prescribed the maintenance of cost records under Section 148(1) of the
Companies Act, 2013 for the services provided by it. Accordingly, clause 3(vi) of the
Order is not applicable.

(vii) (a) According to the information and explanations given to us and on the basis of

our examination of the records of the Company, amounts deducted/ accrued
in the books of account in respect of undisputed statutory dues including
Goods and Services Tax (GST), Provident fund, Employees State Insurance,
Income-tax, Duty of Customs, Cess and other material statutory dues wherever
applicable have generally been regularly deposited with the appropriate
authorities. According to the information and explanations given to us, no
undisputed amounts payable in respect of GST, Provident fund, Employees
State Insurance, Income-tax, Duty of Customs, Cess and other material
statutory dues were in arrears as at March 31, 2025 for a period of more than
six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues
of GST, Provident fund, Employees State Insurance, Income-tax, Sales tax,
Service tax, Duty of Customs, Value added tax, Cess or other statutory dues
which have not been deposited by the Company on account of any dispute.

(viii) According to the information and explanations given to us and on the basis of our
examination of the records of the Company, the Company has not surrendered or
disclosed any transactions, previously unrecorded as income in the books of
account, in the tax assessments under the Income-tax Act, 1961 as income during
the year.

(ix) (a) According to the information and explanations given to us and on the basis of

our examination of the records of the Company, the Company has not
defaulted in repayment of loans or other borrowings or in the payment of
interest thereon to any lender.

(b) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, the Company has not been
declared a wilful defaulter by any bank or financial institution or government
or government authority.

(c) According to the information and explanations given to us by the
management, the Company has not raised any term loans during the year.
Accordingly, clause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on an overall
examination of the balance sheet of the Company, we report that no funds
raised on short-term basis have been utilised for long term purposes.

(e) According to the information and explanations given to us and on an overall
examination of the financial statements of the Company, we report that 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 as
defined under the Companies Act, 2013. Accordingly, clause 3(ix)(e) of the
Order is not applicable.

(f) According to the information and explanations given to us and procedures
performed by us, we report that the Company has not raised loans during the
year on the pledge of securities held in its subsidiaries as defined under the
Companies Act, 2013. Accordingly, clause 3(ix)(f) of the Order is not applicable.

(x) (a) The Company has not raised any moneys by way of initial public offer or further

public offer (including debt instruments). Accordingly, clause 3(x)(a) of the
Order is not applicable.

(b) According to the information and explanations given to us and on the basis of
our examination of the records of the Company, the Company has not made
any preferential allotment or private placement of shares or fully or partly
convertible debentures during the year. Accordingly, clause 3(x)(b) of the
Order is not applicable.

(xi) (a) Based on examination of the books and records of the Company and according

to the information and explanations given to us, considering the principles of
materiality outlined in Standards on Auditing, we report that no fraud by the
Company or on the Company has been noticed or reported during the course
of the audit.

(b) According to the information and explanations given to us, no report under
sub-section (12) of Section 143 of the Companies Act, 2013 has been filed by
the auditors in Form ADT-4 as prescribed under Rule 13 of Companies (Audit
and Auditors) Rules, 2014 with the Central Government.

(c) According to the information and explanations given to us, the Company has
not received any whistle blower complaint during the year. Accordingly, clause
3(xi)(c) of the Order is not applicable.

(xii) According to the information and explanations given to us, the Company is not a

Nidhi Company. Accordingly, clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, all
transactions with the related parties are in compliance with section 177 and 188 of
Companies Act, 2013 and the details have been disclosed in the Financial
Statements as required by the applicable accounting standards.

(xiv) (a) Based on information and explanations provided to us and our audit

procedures, in our opinion, the Company has an internal audit system
commensurate with the size and nature of its business.

(b) We have considered the internal audit reports of the Company issued till date
for the period under audit.

(xv) In our opinion and according to the information and explanations given to us, the
Company has not entered into any non-cash transactions with its directors or
persons connected to its directors and hence, provisions of Section 192 of the
Companies Act, 2013 are not applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section 45-IA of the

Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(a) of the Order is
not applicable.

(b) The Company is not required to be registered under Section 45-IA of the
Reserve Bank of India Act, 1934. Accordingly, clause 3(xvi)(b) of the Order is
not applicable.

(c) The Company is not a Core Investment Company (CIC) as defined in the
regulations made by the Reserve Bank of India. Accordingly, clause 3(xvi)(c) of
the Order is not applicable.

(d) According to the information and explanations provided to us during the
course of audit, the Company is not part of any Group (as per the provisions of
the Core Investment Company (Reserve Bank) Directions, 2016 as amended).
Accordingly, the requirements of clause 3(xvi)(d) are not applicable.

(xvii) The Company has not incurred cash losses in the current and in the immediately
preceding financial year.

(xviii) There has been no resignation of the statutory auditors during the year.
Accordingly, clause 3(xviii) of the Order is 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, our knowledge of the Board of Directors and management plans and
based on our examination of the evidence supporting the assumptions, nothing has
come to our attention, which causes us to believe that any material uncertainty
exists as on the date of the audit report that the Company is not capable 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. We, however, state that this is not
an assurance as to the future viability of the Company. We further state that our
reporting is based on the facts up to the date of the audit report and we neither
give any guarantee nor any assurance that all liabilities falling due within a period
of one year from the balance sheet date, will get discharged by the Company as and
when they fall due.

(xx) In our opinion and according to the information and explanations given to us,
provisions of section 135 of the Companies Act, 2013 are not applicable for the year
under report. Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the Order are not
applicable.

ANNEXURE B TO THE INDEPENDENT AUDITORS REPORT

[Referred to in paragraph 2(f) under Report on Other Legal and Regulatory Requirements
section of our report of even date to the Members of Nexus Surgical and Medicare Limited
for Financials Statement as on March 31, 2025]

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of
the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Nexus Surgical and
Medicare Limited ("the Company") as of March 31, 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 over financial reporting 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 Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the Companys internal financial controls over
financial reporting 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") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under
section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal
financial controls, both applicable to an audit of Internal Financial Controls and, both issued
by the Institute of Chartered Accountants of India. 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 over financial
reporting 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 system over financial reporting and their operating effectiveness.
Our audit of internal financial controls over financial reporting included obtaining an
understanding of internal financial controls over financial reporting, 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 judgment, 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 system over financial
reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A companys internal financial control over financial reporting 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 over financial reporting 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 authorisations 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 Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting,
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 over financial reporting to future periods are
subject to the risk that the internal financial control over financial reporting may become
inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial
controls system over financial reporting and such internal financial controls over financial
reporting were operating effectively as at March 31, 2025, based on the internal control over
financial reporting 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.

For Satya Prakash Natani & Co.

Chartered Accountants

Firms Registration No.: 115438W

 

Satya Prakash Natani

Partner

Membership No.: 048091

UDIN: 25048091BMKQLZ1372

 

Mumbai

May 30, 2025