Auditor Report of Soni Medicare Ltd.

Mar 31, 2024

We have audited the standalone financial statements of Soni Medicare Limited ("the
Company"), which comprise the balance sheet as at 31^st March 2024, and the statement of
Profit and Loss, statement of changes in equity and statement of cash flows for the year
ended, and notes to the financial statements, including a summary of significant accounting
policies and other explanatory information.

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
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
read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, ("Ind
AS") and other accounting principles generally accepted in India, of the state of affairs of the
Company as at 31^st March, 2024, the loss and Total Comprehensive Income, changes in
equity 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 Act. Our responsibilities under those Standards are further
described in the Auditor''s 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 (ICAI) together with the ethical
requirements that are relevant to our audit of the financial statements under the provisions
of the Act 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.

Other Information

The Company''s Board of Directors is responsible for the preparation of other information.
The other information comprises the information included in the Management Discussion
and Analysis and Board''s Report including Annexures to Board''s Report, but does not
include the financial statements and our auditor''s report thereon.

Our opinion on the standalone financial statements does not cover the other information and
we 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 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.

Management''s Responsibility 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, total comprehensive
income, changes in equity and cash flows of the Company in accordance with the Ind-AS
and other accounting principles generally accepted in India. 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 statement 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
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 management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to
do so.

The Board of Directors are responsible for overseeing the Company''s financial reporting
process.

Auditor''s 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
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 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 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 system 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 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 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 financial statements,
including the disclosures, and whether the financial statements represent the
underlying transactions and events in a manner that achieves fair presentation.

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 financial statements may be influenced. We consider quantitative
materiality and qualitative factors in planning the scope of our audit work and

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 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.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2020 ("the Order"), issued by
the Central Government of India in terms of sub-section (11) of section 143 of the Act, we
give in the Annexure A statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.

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 Standalone Balance Sheet, the Standalone Statement of Profit and Loss (Including

Other Comprehensive Income), the Standalone Statement of Changes in Equity and
the Standalone Statement of Cash Flows dealt

(d) In our opinion, the aforesaid standalone financial statements comply with the
Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on 31^st

March, 2024 taken on record by the Board of Directors, none of the directors is
disqualified as on 31st March, 2024 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 the 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 Auditor''s 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:

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

ii. The Company has made provision, as required under the applicable law or
accounting standards, for material foreseeable losses, if any, on long-term contracts
including derivative contracts.There were no amounts which were required to be
transferred to the Investor Education and Protection Fund by the Company.

iii. The Company has provided requisite disclosures in the financial statements, on the
basis of information available with the Company. Based on audit procedures and
relying on the management representation, we report that the disclosures are in
accordance with books of account maintained by the Company and as produced to us
by the Management.

iv. (a) The management has represented that, to the best of its knowledge and belief, as
disclosed in thenotes to the Standalone Financial Statements, 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 Companyto or in any other person(s) or
entity(ies), including foreign entities ("Intermediaries"), with theunderstanding,
whether recorded in writing or otherwise, that the Intermediary shall, whether,
directlyor indirectly, lend or invest in other persons or entities identified in any
manner whatsoever by or onbehalf of the Company ("Ultimate Beneficiaries") or
provide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries ;

(b) The management has represented that, to the best of its knowledge and belief, as
disclosed in thenotes to the Standalone Financial Statements,no funds have been
received by the Company from anyperson(s) or entity(ies), including foreign entities
("Funding Parties"), with the understanding, whetherrecorded 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
on behalf of the UltimateBeneficiaries ; and

(c) Based on such audit procedures that we considered reasonable and appropriate in
the circumstances,nothing has come to our notice that has caused us to believe that
the representations under subclause(a) and (b) contain any material misstatement.

v. No dividend has been declared and paid during the year by the Company.

3. The Company has paid/ provided for managerial remuneration in accordance with
the requisite approvals mandatedby the provisions of Section 197 read with Schedule
V to the Act.

FOR TAMBI ASHOK & ASSOCIATES
Chartered Accountants
Firm Reg. No. 005301C

(PRIYANKA GUPTA)

PARTNER

Membership No. 432540

UDIN :24432540BKHGCF1426
Place: JAIPUR
Date: 30.05.2024

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Mar 31, 2014

We have audited the accompanying financial statements of M/S. SONI MEDICARE LIMITED (the company), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for The Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act") read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal control 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control . An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the 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:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Profit and Loss Account, of the PROFIT for the year ended on that date; and

Report on Other Legal and Regulatory Requirements

1. on the matters specified As required by the Companies (Auditor's report) order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act. 1956, we enclose in the annexure statement in paragraph 4 & 5 of the said order to the extent applicable.

2. As required by section 227(3) of the Act, we report that:

a) . we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) the Balance Sheet and Statement of Profit and Loss dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet and Statement of Profit and Loss, comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13 th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013.

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

ANNEXURE TO THE AUDITOR'S REPORT

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF M/S SONI MEDICARE LIMITED, JAIPUR FOR THE YEAR ENDED ON 31ST MARCH, 2014.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, all the assets have been physically verified by the Management at reasonable intervals during the year. According to the information and explanations given to us, no material discrepancies have been noticed by the management on such verification.

None of the fixed assets have been revalued during the year.

2. (a) Drugs and medicines, stores and spare parts have been physically verified at the end of the accounting year by the management.

(b) Procedures for physical verification of stocks followed by the Company are reasonable and adequate commensurate with the size of the company and the nature of its business.

(c) On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair & proper in accordance with the normally accepted accounting principles and is on the same basis as in preceding year. The discrepancies noticed on verification of stocks between physical & book records were not material and the same have been properly dealt with in the books of accounts.

3. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for securing repayment of loans provided by them, on behalf a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

4. According to information and explanation given to us the internal control system is adequate and commensurate with the size of the company and the nature of its business for the purchase of stores, drugs and medicines, including components, plant & machinery, equipment and other assets and for the sale of goods and services.

5. According to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been entered into.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of section 58 A or 58AA or any other relevant provision of the Companies Act 1956 and the rules framed there under. Accordingly the provision of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

7. The company is having adequate internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, for any of the services of the Company.

9. According to the information and explanations given to us, there are no un-disputed amounts payable in respect of income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, P.F., ESI and Excise Duty which are outstanding as on 31st March, 2014 for a period of more than six months from the date they became payable.

10. The Company having been registered for not less than 5 years has no accumulated losses at the year end and has no cash loss during the year and in preceding year.

11. The Company has not defaulted in repayment of dues to Financial Institutions/ Banks.

12. In our opinions and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

13. As explained to us, the company has regular procedure for determination of unserviceable or damaged stores, spares and other materials. We are informed that no such materials were determined during the year.

14. In our opinion, reasonable records have been maintained by the company for the sale and disposal of realisable scrap. There is no by - product.

15. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for receiving repayment of loans provided by them, on behalf of a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

16. The term loans availed were used for the purpose for which the same were obtained.

17. As per our examination of the books and records, we are of the view that funds raised on short term basis were not used for long term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause (xviii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

19. The company has not issued any debentures.

20. The company has not raised monies by public issue during the year. Accordingly the provisions of clause (xx) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. According to the information and explanations given to us, no personal expenses other than those payable under contractual obligations or in accordance with generally accepted business practice, have been charged to revenue account.

22. In relation to the service activities of the company the Company has a reasonable system of authorization at proper levels, and an adequate system of internal control commensurate with the size of the company and the nature of its business, for issue of drugs and medicines and other store items.

23. As per books and records examined by us, no fraud on or by the company has been noticed or reported during the year.

For Tambi Ashok & Associates Chartered Accountants

Sd/- Place : Jaipur (Ashok Kumar Tambi) Dated : 30.05.2014 Partner M.No. 74100

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Mar 31, 2013

We have audited the attached Balance Sheet of SONI MEDICARE LIMITED as at 31st March, 2013 and the Profit & Loss Account of the Company for the year ended on that date annexed thereto. These Financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these Financial Statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

1. This Report include the matter specified in the paragraph 4(i) to 4(xvi) of the Companies (Auditors' Report) Order, 2003 issued by the Central Government of India in terms of Section 227 (4A) of the Companies Act, 1956, as the same applicable on the company under clause 2(iv) of the said Order, we enclose in the annexure, a statement on the matters specified in above paragraph.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purpose of our Audit;

(b) In our opinion, proper books of accounts as required by law have been kept by the company so far as appears from our examination of those books of accounts;

(c) The Balance Sheet and Profit and Loss Account dealt with this report are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, the Profit & Loss Account dealt with by this report the company comply with the Accounting Standards as referred in Sub-section (3C) of Section 211 of the Companies Act, 1956.

(e) On the basis of representations made by the Directors of the Company and taken on record by the Board of Directors of the Company, we report that none of the directors of the company are disqualified as on 31st March 2007 from being appointed as a director of the Company in terms of clause (g) of Sub-Section (1) of Section 274 of the Companies Act, 1956;

(f) In our opinion and to the best of our information and according to the explanations given to us, the said Balance Sheet and the Profit & Loss account, read together with Significant Accounting Policies and Notes to Accounts, the information required by the Companies Act, 1956 in the manner so required, give a true and fair view in conformity with the accounting principles generally accepted in India :

(i) In so far it relates to case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2013;

(ii) In so far it relates to the Profit & Loss Account, of the Profit of the Company for the year ended on that date.

ANNEXURE TO THE AUDITOR’S REPORT

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF M/S SONI MEDICARE LIMITED, JAIPUR FOR THE YEAR ENDED ON 31st MARCH, 2013.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, all the assets have been physically verified by the Management at reasonable intervals during the year. According to the information and explanations given to us, no material discrepancies have been noticed by the management on such verification.

None of the fixed assets have been revalued during the year.

2. (a) Drugs and medicines, stores and spare parts have been physically verified at the end of the accounting year by the management.

(b) Procedures for physical verification of stocks followed by the Company are reasonable and adequate commensurate with the size of the company and the nature of its business.

(c) On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair & proper in accordance with the normally accepted accounting principles and is on the same basis as in preceding year. The discrepancies noticed on verification of stocks between physical & book records were not material and the same have been properly dealt with in the books of accounts.

3. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for securing repayment of loans provided by them, on behalf a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

4. According to information and explanation given to us the internal control system is adequate and commensurate with the size of the company and the nature of its business for the purchase of stores, drugs and medicines, including components, plant & machinery, equipment and other assets and for the sale of goods and services.

5. According to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been entered into.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of section 58 A or 58AA or any other relevant provision of the Companies Act 1956 and the rules framed there under. Accordingly the provision of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

7. The company is having adequate internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, for any of the services of the Company.

9. According to the information and explanations given to us, there are no un-disputed amounts payable in respect of income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, P.F., ESI and Excise Duty which are outstanding as on 31st March, 2013 for a period of more than six months from the date they became payable.

10. The Company having been registered for not less than 5 years has no accumulated losses at the year end and has no cash loss during the year and in preceding year.

11. The Company has not defaulted in repayment of dues to Financial Institutions/ Banks.

12. In our opinions and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The company has provided Corporate Guarantee for Rs.350.41lacs in favour of State Bank of Bikaner & Jaipur, State Bank of India and IDBI Bank Ltd. for securing loans provided by banks to Soni Hospitals Pvt. Ltd., an associate concern. However, the terms and conditions thereof are not prejudicial to the interest of the company.

13. As explained to us, the company has regular procedure for determination of unserviceable or damaged stores, spares and other materials. We are informed that no such materials were determined during the year.

14. In our opinion, reasonable records have been maintained by the company for the sale and disposal of realisable scrap. There is no by - product.

15. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for receiving repayment of loans provided by them, on behalf of a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

16. The term loans availed were used for the purpose for which the same were obtained.

17. As per our examination of the books and records, we are of the view that funds raised on short term basis were not used for long term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause (xviii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

19. The company has not issued any debentures.

20. The company has not raised monies by public issue during the year. Accordingly the provisions of clause (xx) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. According to the information and explanations given to us, no personal expenses other than those payable under contractual obligations or in accordance with generally accepted business practice, have been charged to revenue account.

22. In relation to the service activities of the company the Company has a reasonable system of authorization at proper levels, and an adequate system of internal control commensurate with the size of the company and the nature of its business, for issue of drugs and medicines and other store items.

23. As per books and records examined by us, no fraud on or by the company has been noticed or reported during the year.

For Tambi Ashok & Associates Chartered Accountants

Sd/- Place : Jaipur (Manish Lalwani) Dated : 28.08.2013 Partner M.No. 407348

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Mar 31, 2012

We have audited the attached Balance Sheet of SONI MEDICARE LTD., JAIPUR as at 31st March, 2012 and the Profit & Loss Account and cash flow statement of the Company for the year ended on that date annexed thereto. These Financial statements are the responsibility of the Company's management. Our responsibility is to express and opinion on these Financial Statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

1. As required by the Companies (Auditors Report) Order, 2003 issued by the Government of India in terms of sub section (4A) of section 227 of the Companies Act, 1956, we enclose in the Annexure, a statement on the matters specified in paragraphs 4 and 5 of the said order.

2. Further to our comments in the Annexure referred to in paragraph 1 above, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief, were necessary for the purpose of our Audit;

(b) In our opinion, proper books of account as required by law have been kept by the company so far as appears from our examination of those books;

(c) The Balance Sheet and Profit and Loss Account referred to in this report are in agreement with the books of accounts;

(d) In our opinion, the Balance Sheet and the Profit & Loss Account are in compliance with the mandatory Accounting Standards referred to in section 211 (3C) of the Companies Act, 1956 in so far as they apply to the Company;

(e) In our opinion, and to the best of our information and according to the explanations given to us, none of the directors of the Company are disqualified from being appointed as directors in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

(f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read together with the notes thereon, give the information required by the Companies Act, 1956 in the manner so required and give a true and fair view :

(i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2012; and

(ii) In the case of the Profit & Loss Account, of the Profit of the Company for the year ended on that date.

(iii) In the case of cash flow statement, of the cash flows for the year ended on that date.

REFERRED TO IN PARAGRAPH 1 OF OUR REPORT OF EVEN DATE ON THE ACCOUNTS OF M/S SONI MEDICARE LIMITED, JAIPUR FOR THE YEAR ENDED ON 31st MARCH, 2012.

1. The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. As explained to us, all the assets have been physically verified by the Management at reasonable intervals during the year. According to the information and explanations given to us, no material discrepancies have been noticed by the management on such verification.

None of the fixed assets have been revalued during the year.

2. (a) Drugs and medicines, stores and spare parts have been physically verified at the end of the accounting year by the management.

(b) Procedures for physical verification of stocks followed by the Company are reasonable and adequate commensurate with the size of the company and the nature of its business.

(c) On the basis of our examination of stock records, we are of the opinion that the valuation of stocks is fair & proper in accordance with the normally accepted accounting principles and is on the same basis as in preceding year. The discrepancies noticed on verification of stocks between physical & book records were not material and the same have been properly dealt with in the books of accounts.

3. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for securing repayment of loans provided by them, on behalf a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

4. According to information and explanation given to us the internal control system is adequate and commensurate with the size of the company and the nature of its business for the purchase of stores, drugs and medicines, including components, plant & machinery, equipment and other assets and for the sale of goods and services.

5. According to the information and explanations given to us, the transactions that need to be entered into the register maintained under section 301 of the Companies Act, 1956, have been entered into.

6. In our opinion and according to the information and explanations given to us, the company has not accepted any deposits within the meaning of section 58 A or 58AA or any other relevant provision of the Companies Act 1956 and the rules framed there under. Accordingly the provision of clause 4(vi) of the Companies (Auditor's Report) Order, 2003 is not applicable to the company.

7. The company is having adequate internal audit system commensurate with the size and nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act, 1956, for any of the services of the Company.

9. According to the information and explanations given to us, there are no un-disputed amounts payable in respect of income Tax, Wealth Tax, Service Tax, Sales Tax, Custom Duty, P.F., ESI and Excise Duty which are outstanding as on 31st March, 2012 for a period of more than six months from the date they became payable.

10. The Company having been registered for not less than 5 years has no accumulated losses at the year end and has no cash loss during the year and in preceding year.

11. The Company has not defaulted in repayment of dues to Financial Institutions/ Banks.

12. In our opinions and according to the information and explanations given to us, the company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. The company has provided Corporate Guarantee for Rs.350.41lacs in favour of State Bank of Bikaner & Jaipur, State Bank of India and IDBI Bank Ltd. for securing loans provided by banks to Soni Hospitals Pvt. Ltd., an associate concern. However, the terms and conditions thereof are not prejudicial to the interest of the company.

13. As explained to us, the company has regular procedure for determination of unserviceable or damaged stores, spares and other materials. We are informed that no such materials were determined during the year.

14. In our opinion, reasonable records have been maintained by the company for the sale and disposal of realisable scrap. There is no by - product.

15. In our opinion and according to the information and explanations given to us, the company has made investment in shares of, and provided corporate guarantee to banks for receiving repayment of loans provided by them, on behalf of a company covered in the register maintained under section 301 of the Companies Act, 1956. However the terms there of are not prejudicial in any manner to the Company.

16. The term loans availed were used for the purpose for which the same were obtained.

17. As per our examination of the books and records, we are of the view that funds raised on short term basis were not used for long term investment.

18. The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under section 301 of the Companies Act, 1956. Accordingly the provisions of clause (xviii) of paragraph 4 of the Companies (Auditor's Report) Order, 2003 are not applicable to the company.

19. The company has not issued any debentures.

20. The company has not raised monies by public issue during the year. Accordingly the provisions of clause (xx) of paragraph 4 of the Companies (Auditors Report) Order, 2003 are not applicable to the company.

21. According to the information and explanations given to us, no personal expenses other than those payable under contractual obligations or in accordance with generally accepted business practice, have been charged to revenue account.

22. In relation to the service activities of the company the Company has a reasonable system of authorization at proper levels, and an adequate system of internal control commensurate with the size of the company and the nature of its business, for issue of drugs and medicines and other store items.

23. As per books and records examined by us, no fraud on or by the company has been noticed or reported during the year.

For Tambi Ashok & Associates Chartered Accountants

Sd/- Place : Jaipur (Ashok Kumar Tambi) Dated : 11.8.2012 Partner