We have audited the accompanying standalone financial statements
of Aster DM Healthcare Limited (the “Company"), which comprise
the Balance Sheet as at 31 March 2025, the Statement of Profit and
Loss (including Other Comprehensive Income), the Statement of Cash
Flows and the Statement of Changes in Equity for the year ended on
that date, and notes to the standalone financial statements, including
a summary of material accounting policies and other explanatory
information which includes financial statements of DM Healthcare
Employees Welfare Trust (“the ESOP trust") for the year ended on that
date audited by the ESOP trust auditor.
In our opinion and to the best of our information and according to the
explanations given to us, and based on the consideration of report of
the ESOP Trust auditor on separate financial statements of the ESOP
trust referred to in the Other Matters section below, the aforesaid
standalone financial statements give the information required by
the Companies Act, 2013 (the “Act") in the manner so required and
give a true and fair view in conformity with the Indian Accounting
Standards prescribed under section 133 of the Act, (“Ind AS") and
other accounting principles generally accepted in India, of the state
of affairs of the Company as at 31 March 2025, and its profit, total
comprehensive income, its cash flows and the changes in equity for
the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (“SAs") specified under
section 143(10) of the Act. Our responsibilities under those Standards
are further described in the Auditor's Responsibility 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 ethical 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 ICAI's Code of Ethics. We believe that the audit evidence obtained
by us and the audit evidence obtained by the ESOP trust auditor in
terms of their report referred to in the Other Matters section below, is
sufficient and appropriate to provide a basis for our audit opinion on
the standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements of the current period. These matters were
addressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, and
we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters
to be communicated in our report.
|
Key Audit Matter
|
Auditor's Response
|
| |
|
Evaluation of Impairment Assessment of Investment in
Subsidiaries and Associate and loans (including accrued interest),
deposits and other dues receivable from them, collectively
defined as "investments and receivables
As at 31 March 2025, the Company has INR 1,008.96 crores of
investments (non-current), INR 375.36 crores of loans (including
accrued interest), INR 29.64 crores of deposits and INR 59.34
crores of other dues receivable from subsidiaries and associate.
The management tests such investments and receivables for
impairment annually or more frequently, if there is a trigger for
assessing impairment.
The Company's evaluation of impairment of its investments
and receivables from it's subsidiaries and associate involves a
comparison of its expected recoverable values against its carrying
values. The recoverable amount of the investments and receivables
is based on Value in Use (VIU) calculations which is determined
based on a discounted cash flow model.
|
Principal audit procedures performed included the following:
We tested the design, implementation and operating effectiveness of
internal controls over the Company's impairment evaluation by testing
on a sample basis:
• The forecasting process including controls related to the
development of the revenue growth rate and EBITDA margin.
• The impairment review specifically the assumptions used to develop
the terminal growth rate, the discount rate and the mathematical
accuracy of the workings and basis for final conclusion.
We received the managements evaluation of the impairment assessment
for sample investments and receivables and evaluated reasonableness
of management's assumptions related to revenue growth rates, EBITDA
margins and discount rates by considering (i) the current and past
performance of each of the investments and receivables,
|
|
Key Audit Matter
|
Auditor's Response
|
| |
|
Determination of VIU involves significant estimates, assumptions
and judgements in relation to projections of financial performance
and discount rates to be considered.
Given the above complexities, the determination of recoverable
amount is subjective as it involves specific assumptions applicable
to each investment and receivable which includes revenue growth
rate, Earning Before Interest, Tax, Depreciation and Amortisation
(EBITDA) margin, terminal growth rate and discount rates applied to
estimated future cash flows.
Refer note 3.4 for policy on “Impairment of financial assets".
|
(ii) the consistency of internal assumptions with external market
information (iii) whether these assumptions were consistent with
evidence obtained in other areas of the audit (iv) subjected the various
assumptions to certain sensitivity to key inputs, and (v) testing the
integrity and mathematical accuracy of the impairment models.
We involved our internal valuation specialists to assist in the evaluation
of the appropriateness of the Company's model for calculating VIU for
sample investments and receivables and reasonableness of certain
significant assumptions, such as terminal growth rate and discount rate.
We reviewed that the investments and receivables disclosed in the
standalone financial statements is in accordance with the Companies
Act, 2013 and Ind AS.
|
Information Other than the Financial Statements and
Auditor's Report Thereon
• The Company's Board of Directors is responsible for the other
information. The other information comprises the Board's report
but does not include the consolidated financial statements,
standalone financial statements and our auditor's report
thereon which we obtained prior to the date of this auditor's
report, and the remaining sections of the Annual report, which is
expected to be made available to us after that date.
• Our opinion on the standalone financial statements does not
cover the other information and we do not and will not express
any form of assurance conclusion thereon.
• In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
identified above and, in doing so, consider whether the
other information is materially inconsistent with the
standalone financial statements or our knowledge obtained
during the course of our audit or otherwise appears to be
materially misstated.
• If, based on the work we have performed on the other
information that we obtained prior to the date of this auditor's
report, 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.
• When we read the remaining sections of annual report, if we
conclude that there is a material misstatement therein, we
are required to communicate the matter to those charged
with governance as required under SA 720 'The Auditor's
responsibilities Relating to Other Information'.
Responsibilities of Management and Board of Directors
for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in section 134(5) of the Act with respect to the preparation of these
standalone financial statements that give a true and fair view of the
financial position, financial performance including other comprehensive
income, cash flows and changes in equity of the Company in
accordance with the accounting principles generally accepted in
India, including Ind AS specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and maintenance
of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone financial
statements that give a true and fair view and are free from material
misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and
Board of Directors are responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intend to
liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Company's Board of Directors is also responsible for overseeing
the Company's financial reporting process.
Auditor's Responsibility for the Audit of the Standalone
Financial Statements
Our objectives are to obtain reasonable assurance about whether the
standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional
judgment and maintain professional skepticism throughout the
audit. We also:
• Identify and assess the risks of material misstatement of the
standalone financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal financial controls relevant
to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of
the Act, we are also responsible for expressing our opinion on
whether the Company has adequate internal financial controls
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 the management.
• Conclude on the appropriateness of management's use of
the going concern basis of accounting and, based on the audit
evidence obtained, whether a material uncertainty exists
related to events or conditions that may cast significant doubt
on the Company's ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to
draw attention in our auditor's report to the related disclosures
in the 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 auditor's
report. However, future events or conditions may cause the
Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the
standalone financial statements, including the disclosures, and
whether the standalone financial statements represent the
underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the
financial information of the Company and the ESOP trust to
express an opinion on the standalone financial statements. We
are responsible for the direction, supervision and performance
of the audit of the financial statements of such entities
or business activities included in the standalone financial
statements of which we are the independent auditors. For the
other entity included in the standalone financial statements,
which have been audited by the ESOP trust auditor, such ESOP
trust auditor remain responsible for the direction, supervision
and performance of the audit carried out by them. We remain
solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the standalone
financial statements that, individually or in aggregate, makes it
probable that the economic decisions of a reasonably knowledgeable
user of the standalone 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
standalone 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 financial controls 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
auditor's report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that
a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
Other Matters
We did not audit the financial statements of ESOP trust included in
the standalone financial statements of the Company whose financial
statements reflect (before elimination) total assets of INR 19.56 crores
as at 31 March 2025 and total revenue of INR 20.42 crores for the
year ended on that date, as considered in the standalone financial
statements. The financial statements of ESOP trust have been audited
by the ESOP trust auditor whose report has been furnished to us, and
our opinion in so far as it relates to the amounts and disclosures included
in respect of this ESOP trust and our report in terms of subsection (3) of
Section 143 of the Act, in so far as it relates to the aforesaid ESOP trust,
is based solely on the report of such ESOP trust auditor.
Our opinion on the standalone financial statements and our report on
Other Legal and Regulatory Requirements below is not modified in
respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our audit and
on the consideration of the report of the ESOP trust auditor on
the separate financial statements of the ESOP trust, referred
to in the Other Matters section above, we report, to the extent
applicable that:
a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
b) In our opinion, proper books of account as required by
law have been kept by the Company and its ESOP trust
which are incorporated in India so far as it appears from
our examination of those books and the report of the
ESOP trust auditor except for not complying with the
requirement of audit trail by the Company as stated
in (i)(vi) below.
c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, the Statement of
Cash Flows and Statement of Changes in Equity dealt with
by this Report are in agreement with the relevant books
of account and with the financial statement received from
the ESOP trust auditor.
d) In our opinion, the aforesaid standalone 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 as on 31 March 2025 taken on record by the
Board of Directors, none of the directors is disqualified as
on 31 March 2025 from being appointed as a director in
terms of Section 164(2) of the Act.
f) The modifications relating to the maintenance of accounts
and other matters connected therewith, are as stated in
paragraph (b) above.
g) With respect to the adequacy of the internal financial
controls with reference to standalone financial statements
of the Company and the operating effectiveness of such
controls, refer to our separate Report in “Annexure A" Our
report expresses an unmodified opinion on the adequacy and
operating effectiveness of the Company's internal financial
controls with reference to standalone financial statements.
h) With respect to the other matters to be included in the
Auditor's Report in accordance with the requirements of
section 197(16) of the Act, as amended, in our opinion
and to the best of our information and according to the
explanations given to us, the remuneration paid by the
Company to its directors during the year is in accordance
with the provisions of section 197 of the Act.
i) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, as amended
in our opinion and to the best of our information and
according to the explanations given to us:
i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 33 to the
standalone financial statements;
ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses.
iii. There were no amounts which were required to be
transferred to the Investor Education and Protection
Fund by the Company.
iv. (a) The Management has represented that, to
the best of its knowledge and belief, other
than as disclosed in the note 45 (e) to the
standalone financial statements, no funds
(which are material either individually or in
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 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, directly or indirectly lend
or invest in other persons or entities identified
in any manner whatsoever by or on behalf
of the Company (“Ultimate Beneficiaries") or
provide any guarantee, security or the like on
behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to
the best of its knowledge and belief, other
than as disclosed in the note 45 (f) to the
standalone financial statements, no funds
(which are material either individually or
in aggregate) 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,
directly or indirectly, lend or invest in other
persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party (“Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries.
(c) Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing has
come to our notice that has caused us to believe
that the representations under sub-clause (i)
and (ii) of Rule 11(e), as provided under (a) and
(b) above, contain any material misstatement.
v. The final dividend proposed for the previous year,
declared and paid by the Company during the year
and the interim dividend declared and paid by the
Company during the year and until the date of this
report, are in compliance with section 123 of the Act.
As stated in note 14 to the standalone financial
statements, the Board of Directors of the Company
has proposed final dividend for the year which
is subject to the approval of the members at the
ensuing Annual General Meeting. The dividend
proposed is in accordance with section 123 of the
Act, as applicable.
vi. Based on our examination, which included test
checks, the Company has used accounting
softwares for maintaining its books of account for
the year ended 31 March 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 except for the
period 1 April 2024 to 30 September 2024 where
the earlier software did not have the audit trail
feature. Further, during the course of our audit, we
did not come across any instance of the audit trail
feature being tampered with, in respect of said
accounting software for the period for which the
audit trail feature was enabled and operating.
Additionally, the audit trail that was enabled and
operated for the year ended March 31, 2024, has
been preserved by the Company as per the statutory
requirements for record retention, as stated in
Note 45 (j) to the standalone and consolidated
financial statements.
2. As required by the Companies (Auditor's Report) Order, 2020
(“the Order") issued by the Central Government in terms of
Section 143(11) of the Act, we give in “Annexure B" a statement
on the matters specified in paragraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells
Chartered Accountants
(Firm's Registration No.008072S)
Ankit Daga
(Partner)
Place: Bengaluru (Membership No. 512486)
Date: 20 May 2025 (UDIN: 25512486BMOZPZ8825)
|