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Annual Report Summary

Price Waterhouse Chartered Accountants LLP's independent auditor's report for API Holdings Limited's consolidated financial statements as of March 31, 2023, expresses an opinion that the statements provide a true and fair view in conformity with accounting principles generally accepted in India and as required by the Companies Act, 2013.

Opinion Price Waterhouse audited the consolidated financial statements of API Holdings Limited ("Holding Company") and its subsidiaries ("the Group"), and its associate companies. The consolidated financial statements include the consolidated Balance Sheet as of March 31, 2023, the consolidated Statement of Profit and Loss (including Other Comprehensive Income), the consolidated Statement of Changes in Equity, the consolidated Statement of Cash Flow for the year then ended, and notes to the consolidated financial statements.

The auditor's opinion is that the consolidated financial statements give the information required by the Companies Act, 2013, and present a true and fair view in conformity with accounting principles generally accepted in India, of the consolidated state of affairs of the Group and its associate companies as of March 31, 2023, and of consolidated total comprehensive Income (comprising of loss and other comprehensive income), consolidated changes in equity and its consolidated cash flows for the year then ended.

Basis for Opinion The audit was conducted in accordance with Standards on Auditing (SAs) specified under Section 143(10) of the Act. The auditors believe that the audit evidence obtained is sufficient and appropriate to provide a basis for their opinion.

Emphasis of Matter Note 58 to the Consolidated Financial Statements is regarding the preparation of financial statements of Care Easy Health Tech Private Limited, a subsidiary, on a realisable value basis because the company has ceased business operations. The auditor’s opinion is not modified in respect of this matter.

Other Information The Holding Company's Board of Directors is responsible for other information in the Director's report, excluding the consolidated financial statements and the auditor's report. The auditor's opinion does not cover this other information, and they do not express any form of assurance conclusion thereon. The auditor's responsibility is to read the other information and consider whether it is materially inconsistent with the consolidated financial statements or their knowledge obtained in the audit or otherwise appears to be materially misstated, and they have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance The Holding Company's Board of Directors is responsible for the preparation and presentation of the consolidated financial statements that give a true and fair view of the consolidated financial position, financial performance, and cash flows of the Group, including its associate companies, and for the maintenance of adequate accounting records.

Responsibilities include: maintenance of adequate accounting records, selection and application of appropriate accounting policies, making reasonable and prudent judgments and estimates, and designing, implementing, and maintaining adequate internal financial controls that operate effectively for accuracy and completeness of accounting records. They are also responsible for assessing the Group's ability to continue as a going concern.

Auditor's Responsibilities Auditor objectives are to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement (fraud or error) and to issue an auditor's report including their opinion. They must exercise professional judgment, maintain skepticism, identify and assess risks of misstatement, design and perform audit procedures, obtain understanding of internal control relevant to the audit, evaluate appropriateness of accounting policies, conclude on management's use of the going concern basis, and evaluate overall presentation, structure, and content of the consolidated financial statements. Auditors are also responsible for expressing an opinion on whether the Holding company has adequate internal financial controls with reference to consolidated financial statements in place and the operating effectiveness of such controls, also.

Other Matters The auditor did not audit the financial statements of 7 subsidiaries, which reflect total assets of Rs 16,705.33 million and net assets of Rs 7,480.53 million as at March 31, 2023, total revenue of Rs. 16,735.92 million, total comprehensive income of Rs 2,009.53 million and net cash flows amounting to Rs 277.95 million for the year ended on that date, as considered in the consolidated financial statements. The auditor also did not audit financial statements for three associates. The auditor's opinion on the consolidated financial statements is based solely on the reports of the other auditors for these entities.

Report on Other Legal and Regulatory Requirements As required by paragraph 3(xxi) of the Companies (Auditor's Report) Order, 2020 (“CARO 2020”), issued by the Central Government of India in terms of sub-section (11) of Section 143 of the Act, the auditors report the CARO 2020 comments from the other auditors on specific subsidiaries.

The auditor is required to report, to the extent applicable, on the following matters:

• Obtained all necessary information and explanations.
• Proper books of account as required by law have been kept.
• The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account and records maintained for the purpose of preparation of the consolidated financial statements.
• The aforesaid consolidated financial statements comply with the Accounting Standards specified under Section 133 of the Act.
• None of the directors of the Group companies are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act.
• Internal financial controls with reference to consolidated financial statements of the Group and the operating effectiveness of such controls.
• Impact of pending litigations on the consolidated financial position of the Group.
• The Group were not required to recognise a provision as at March 31, 2023 under the applicable law or accounting standards, as it does not have any material foreseeable losses on long-term contract and did not have any derivative contracts as at March 31, 2023.
• There were no amounts which were required to be transferred to the Investor Education and Protection Fund.
• No material funds have been advanced or loaned or invested by the Company or its subsidiaries/associates to any other person(s) or entity(ies), including foreign entities, with the understanding 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/associates or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
• The dividend declared during the year by the Holding Company, its subsidiary companies, and associate companies, is in compliance with Section 123 of the Act.
• The reporting under clause (g) of Rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), is currently not applicable, given it applies from financial year beginning April 1, 2023.
• The Group has paid/ provided for managerial remuneration in accordance with the provisions of Section 197 read with Schedule V to the Act.

Report on the Internal Financial Controls The audit opinion is that the Holding Company, its subsidiary companies, and its associate companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at March 31, 2023. However, this opinion is not modified in respect of this matter with respect to the auditor reliance on other auditor reports for seven subsidiary companies, and three associates companies, which are companies incorporated in India.

The financial statements and accompanying notes are an integral part of this report. The report is signed by Nitin Khatri, Partner, with Membership Number 110282, in Mumbai on December 05, 2023. The Firm Registration Number is 012754N/N500016. The UDIN is 23110282BGYBDM1371.