We have audited the accompanying financial statements
of Dr. Agarwal's Eye Hospital Limited (the "Company"),
which comprise the Balance Sheet as at 31 March 2025,
and the Statement of Profit and Loss (including Other
Comprehensive Income), the Cash Flow Statement and
the Statement of Changes in Equity for the year ended on
that date, and notes to the financial statements, including
a summary of material 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
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 financial statements in
accordance with the Standards on Auditing ("SA"s) 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 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 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 is sufficient and
appropriate to provide a basis for our audit opinion on the
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
financial statements of the current period. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the
key audit matters to be communicated in our report.

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 of Director's Report (but does not include the
financial statements and our auditor's report thereon)
which we obtained prior to the date of this auditor's
report, and the Annual report, which is expected to be
made available to us after that date.

• Our opinion on the 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 financial state¬
ments, our responsibility is to read the other
information identified above when it becomes
availableand, in doing so, consider whether the
other information is materially in consistent with
the 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 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 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 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 financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

In preparing the financial statements, management
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
Directorseither intend to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

The Company'sBoard of Directors is also responsible for
overseeing the Company's financial reporting process.

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

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal 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 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 Section 143(3) of the Act, based on our
audit 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 except
for not keeping backup on a daily basis of such
books of account maintained in electronic mode in a
server physically located in India (refer Note 53 to the
standalone financial statements)

c) The Balance Sheet, the Statement of Profit and Loss
including Other Comprehensive Income, the Cash Flow
Statement and Statement of Changes in Equity dealt
with by this Report are in agreement with the books of
account.

d) In our opinion, the aforesaid 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 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
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 financial
statements -Refer Note 42 to the 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 has been no delay in transferring amounts,
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 54 (xi) to the 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 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 54 (xii) to the financial statements, no funds
have been received by the Company from any person(s)
or entity(ies), including foreign entities ("Funding
Parties"), with the understanding, whether recorded in
writing or otherwise, that the Company shall, 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 in the previous year,
declared and paid by the Company during the year is in
accordance with section 123 of the Act, as applicable.

The interim dividend declared and paid by the Company
during the year and until the date of this report is in
accordance with section 123 of the Companies Act 2013.
As stated in note21.3 (ii) to the 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.
Such dividend proposed is in accordance with section
123 of the Act, as applicable.

vi. Basedon 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 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 softwares. Further, during the course
of our audit, we did not come across any instance of
the audit trail feature being tampered with.

Additionally audit trail has been preserved by the
Company as per the statutory requirements for record
retention.

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)

sd/-

R. Prasanna Venkatesh

Partner

(Membership No. 214045)
(UDIN: 25214045BMNWIH6104)

Place:Chennai

Date: 28 May, 2025