Themis Medicare Ltd Auditor Reports

The Parents Board of Directors is responsible for the preparation of the information Report, Management Discussion and Analysis Report and Business Responsibility Report, but does not include the consolidated financialstatements, standalone financial statements and our auditors report thereon.

Our opinion on the consolidatedfinancialstatementsdoesnotcovertheotherinformationand we do not express any form of assurance conclusion thereon.

In connection with our audit of the consolidated financial statements, our responsibility is to read the other information, compare with the financialstatements of the subsidiaries and joint ventures audited by the reliance on otherauditors,to the work ofentities the extent relatestothese is materially inconsistent with the consolidated otherauditorsandconsiderwhethertheother information financial statements or our knowledge obtained during the course of to the subsidiaries and joint ventures is traced materiallymisstated.Otherinformation from their financial statements audited by the other auditors.

If based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

The Parents Board of Directors is responsibleforthemattersstated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair financial performance including other comprehensive income, consolidated changes in equity and consolidated cash flows of the Group including its associates and joint ventures in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are responsible for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of the Group and its associates and its joint ventures and for preventing and detecting frauds and other irregularities;applicationof appropriate accounting policies; making judgements and estimates selectionand that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial accuracy and completeness of the accountingrecords, controls,thatwereoperatingeffectively relevanttothe preparation that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Parent, as aforesaid.

In preparing the consolidated financialstatements, the respectiveBoard of Directors of the companies included in the Group and of its associates and joint ventures are responsible for assessing the ability of the Group and of its associates and joint ventures to continue as a going concern, disclosing, as applicable, matters to going concern and using the going concern basis of accounting unless the management either intends to liquidate or cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associates and joint ventures are also responsible for overseeingthefinancialreportingprocess of the Group and of its associates and joint ventures.

Our objectivesare to obtain reasonable assurance about whether the consolidated financial 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 userstakenonthebasisoftheseconsolidatedfinancialstatements. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: consolidated financial statements, whether Identify 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 material misstatement resulting from fraud is higher than for one resulting collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Obtain an understanding of internal financial control relevant to the audit in order to design audit 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 Parent has adequate internal financial the operating effectiveness of such controls.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management.

Conclude on the appropriateness of managements use of the going concern basis of accountingand, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of theGroupanditsassociatesandjointventurestocontinueas 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 consolidated 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 Group and its associates and joint ventures to cease to continue as a going concern. and content of the consolidated financial statements, Evaluatetheoverallpresentation, the disclosures, and whether the consolidated financial and events in a manner that achieves fair presentation.

activities evidenceregardingthefinancial Obtain within the Group and its associates and joint ventures to express an opinion on the consolidated financial statements. We are responsible for thedirection, supervisionandperformanceoftheauditofthefinancial in the consolidated financial statements of which we are the statementsofsuchbusiness independent auditors. For the business activities included in the consolidated financial statements, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the We consider quantitative materiality and qualitative consolidatedfinancialstatementsmaybeinfluenced. 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 consolidated financial statements.

We communicate with those charged with governance of the Parent and such other entities included in the consolidated financial statements of which we are the independent auditors regarding, among other matters, audit findings, including any significant theplannedscopeandtiming of the audit and significant 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,wedeterminethosemattersthat were of most significance in the audit of the consolidated 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 in our report because the adverse consequences of doing so would a matter reasonably be expected to outweigh the publicinterestbenefits . ofsuchcommunication

Other Matters reflects total Wedidnotaudit the financial statements of 4 subsidiarieswhosefinancialinformation assets of Rs. 10.00 Lakhs as at 31 March 2025 and total revenues of Rs. Nil for the year ended 31 March 2025, total net loss after tax of Rs. 1.41 Lakhs and total comprehensive income of Rs. Nil for the year ended Lakhs for the year ended on 31March 2025,andnetcashoutflow that date, as considered in the consolidatedannualfinancialstatement, which have been audited by theirrespectiveIndependent auditors.

& 1 Joint Venture, whose Wedidnotreviewthefinancial information reflect total assets of Rs. 45,930.55 Lakhs as at 31 March 2025 and total revenues of Rs. 27,627.23 Lakhs, for the year ended 31 March 2025, total net Profit after tax of Rs. 3,944.21 Lakhs and total comprehensive income of Rs. 5.10 Lakhs for the year ended 31 March 2025, as considered in the consolidated financialstatement. have been audited / reviewed, as applicable, by the other auditors whose report These has been furnished to us by the Management and our opinion and conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of this Associates and joint venture, is based solely on the report of the other auditor and the procedures performed by us as stated under Auditors Responsibilities section above.

One subsidiary which is located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles, generally accepted in the country and which have been audited by other auditor under generally accepted auditing standards applicable in the country. statement of such subsidiary located outside India TheCompanysmanagementhasconvertedthe financial from accounting principles generally accepted in its country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Companys management. Our opinion in so far as it relates to the balances and affairof such subsidiary located outside India is based on the report of the other auditor and the conversion adjustments prepared by the management of the Company and audited by us.

Our report on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors.

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the reports of the other auditors on the financial statements of the subsidiaries and joint ventures referred to in the Other Matters section above we report, to the extent applicable that: explanations which to the a) We havesoughtandobtainedalltheinformation best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated financial statements. b) In our opinion, proper booksofaccountasrequiredbylawrelatingto preparation consolidated financial statementshavebeenkeptsofarasitappearsfromourexaminationof those books, returns and the reports of the other auditors. c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated financial statements. d) In our opinion, the aforesaid consolidated financial statements comply with the Ind AS specified under Section 133 of the Act. e) On the basis of the written representations received from the directors of the Parent as on March 31, 2025 taken on record by the Board of Directors of the Company and the reports of the statutory auditors of its subsidiary companies, associate companies and joint venture companies incorporated in India, none of the directors of the Group companies, its associate companies and joint venture companies incorporated in India is disqualifiedas on March 31, 2025 from being appointed as a director in terms of Section 164 (2) of the Act. f) With respecttotheadequacyoftheinternalfinancialcontrols over financial reporting and the operating effectiveness of such controls, refer to our separate Report in "Annexure A" which is based on the auditors reports of the Parent, subsidiary companies, associate companies and joint venture companies incorporated in India. Our report expresses an unmodified opinion on the adequacy and operating companies effectivenessof internal financial controls overfinancial reporting of those g) The Group has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act. 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. The consolidatedfinancialstatementsdisclosetheimpactofpendinglitigations financial position of the Financial Statement) ii. Provisionhasbeenmade financial statements, as required under the applicable theconsolidated law or accounting standards, for material foreseeable losses on long-term contracts including derivative contracts. iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Parent and its subsidiary companies, associate companies and joint venture companies incorporated in India. iv. (a) The Management of the Holding Company has represented to us that, to the best of their knowledge and belief, as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) 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 or any of such subsidiaries to or in any other persons or entities, including foreign the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company or any of such subsidiaries ("Ultimate Beneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (Refer Note 45(vi) of Consolidated Financial Statement) (b) The Management of the Holding Company has represented to us that, to the best of their knowledge and belief, as disclosed in the notes to the accounts, no funds (which are material either individually or in the aggregate) have been received by the Company or any of such subsidiaries from any persons or entities, including foreign entities("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company or any of such subsidiaries shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (Refer Note 45(vi) of Consolidated Financial Statement) (c) Based on the audit procedures, that has been considered reasonable and appropriate in the circumstances, performed by us, nothing has come to our notice that has auditors to believe that the representations under sub-clause (a) and (b) of Rule 11(e) contain any material misstatement. v. The final dividend paid by the Holding Company and its associate companies incorporated in India during the year in respect of the same declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

The respective Board of Directors of the Holding Company and associate companies incorporated in India have proposed final dividend for the year which is subject to the approval of the members of the respective companies at the respective ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend. vi. Based on our examination which included test checks, performed by us on the Company and its subsidiaries, Joint Venture and Associates incorporated in India, except for the instance mentioned below, have used accounting softwares for maintaining its books of account for the financial ended March 31, 2025 which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software. During the course of performing our audit procedures, we did not notice any instance of audit trail feature being tampered with. Further, the audit trail, to the extent maintained in the prior year, has been preserved by the Company as per the statutory requirements for record retention.

The financial statement of 1 Foreign subsidiary that are not material to the Consolidated Financial Statements of the Group, have not been audited under the provisions of the Act as of the date of this report. Therefore, we are unable to comment on the reportingrequirement under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 in respect of this subsidiary. explanations given to us, the Companies (Auditors 2. Inouropinionandaccordingto theinformation Report) Order, 2020 of the Holding Company did not include any unfavourable answers or qualifications or adverse remarks. In respect of M/s. Carpo Medicals Limited, foreign subsidiary, the CARO report is not applicable and therefore same is not considered in our report.

For Krishaan & Co Chartered Accountants

(Firms Registration No.001453S)

K. Sundarrajan Partner Place: Mumbai (Membership No. 208431)

Date: 20^th May, 2025 UDIN: 25208431BMIFSY2467

(Referred to in paragraph (f) under the ‘Report on Other Legal and Regulatory Requirements section of our report of even date)

1. In conjunction with our audit of the Consolidated Ind AS financial statements of the Company as of and for the year ended 31 March 2025, we have audited the internal financial controls over financial reporting of THEMIS MEDICARE LIMITED, (hereinafter referred to as "the Holding Company") and its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, as of that date.

2. The respective Board of Directors of the Holding Company, and its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the "Internal control over financial reporting criteria established by the Company considering the essential component 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 (ICAI)." 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 respective 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 Act.

3. 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") issued by The Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to our 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.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial control system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial 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.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls systemoverfinancial ofthe Holding Company and reporting its subsidiary companies, its associate companies and jointly controlled companies.

6. 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 unauthorised acquisition,use, or disposition of the companys assets that could have a material effect on the financial statements.

7. Because of theinherentlimitationsofinternal 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 because of changes in conditions, or that the degree of overfinancialreporting compliance with the policies or procedures may deteriorate.

In our opinion and to the best of our information and according to the its subsidiary companies, its associate companies and jointly controlled companies, which are companies incorporated in India, have 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 31 March, 2025, based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal bof Chartered Accountants of India. FinancialControlsoverFinancialReportingissued

For Krishaan & Co Chartered Accountants

K. Sundarrajan Partner Place: Mumbai (Membership No. 208431)

Date: 20^th May, 2025 UDIN: 25208431BMIFSY2467