Shalby Limited
Report on the Audit of the Standalone Financial Statements Auditor’s Opinion
We have audited the accompanying standalone financial statements of Shalby Limited (“the Company”), which comprise the Balance Sheet as at 31st March 2026, the statement of Profit and Loss (including other comprehensive income), the statement of changes in equity and the statement of cash flows for the year then ended, and a summary of the material accounting policies and other explanatory information (hereinafter referred to as “standalone financial statements”).
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 31st March 2026, the profit 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 of the standalone financial statements in accordance with the Standards on Auditing 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 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 independence 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 we have obtained 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 financial year ended 31st March 2026. 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.
We have fulfilled the responsibilities described in the ‘Auditor's Responsibilities for the Audit of the Standalone Financial Statements' section of our report, including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the standalone financial statements. The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying standalone financial statements.
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Key Audit Matter
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How our Audit addressed the Key Audit Matter
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Evaluation of uncertain Legal & Tax positions (Refer Note 38 to the standalone financial statements)
Our audit procedures included the following:
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• Gained an understanding of the process of identification of claims, litigations and contingent liabilities and identified key controls in the process. For selected controls we have performed tests of controls.
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The Company has material uncertain Legal & Tax positions aggregating to ^ 493.48 Million, including matters under dispute.
This involves significant management judgment to determine the possible outcome of the uncertain legal & tax positions, consequently having an impact on related accounting and disclosures in the standalone financial statements. Hence, this has been considered as a key audit matter.
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• Obtained the summary of Company's legal and tax cases and critically assessed management's position through discussions with the Legal Counsel, Head of Tax and operational management, on both the probability of success in significant cases, and the magnitude of any potential loss.
• Inspected external legal opinions (where considered necessary) and other evidence to corroborate management's assessment of the risk profile in respect of legal claims.
• Engaged our tax specialists to technically appraise the tax positions taken by management with respect to local tax issues.
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Assessed the relevant disclosures made within the financial statements to address whether they appropriately reflect the facts and circumstances of the respective tax and legal exposures and the requirements of relevant accounting standards.
Allowance for expected credit loss related to trade receivables (Refer Note 15 to the standalone financial statements)
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Key Audit Matter
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How our Audit addressed the Key Audit Matter
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Company has determined the allowance
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Our audit procedures included the following:
• Evaluated the design and operating effectiveness of internal controls over the trade receivable ageing process and ECL computation;
• Assessed the appropriateness of the ECL provision matrix, including the grouping of receivables by customer category
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for credit Loss based on historical
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(TPAs, insurance, government schemes, corporate,
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Loss experience which is adjusted to
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individual) and ageing buckets;
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reflect current and estimated future economic conditions. The historical loss
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• Tested the accuracy and completeness of the ageing
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experience model required revisions
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analysis by reconciling to the general ledger and
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considering the overall economic
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verifying a sample of receivable balances to supporting
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conditions and its impact on the
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documentation;
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customers' business operations / ability to pay dues. Based on such analysis the
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• Evaluated the historical loss rates used by management
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Company has recorded an allowance
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and their consistency with actual write-off experience;
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aggregating to ^ 165.04 Million.
We identified allowance for credit
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• Assessed the incorporation of forward-looking information and macroeconomic factors in the ECL model; and
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losses as a key audit matter because the Company exercises significant
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• Verified the adequacy of disclosures in the financial
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judgment in calculating the expected
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statements in accordance with Ind AS 107 and Ind AS 109.
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credit losses.
Impairment assessment <
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Based on our audit procedures, the ECL provision recognized by management was found to be reasonable. The methodology and assumptions used in the provision matrix are consistent with the requirements of Ind AS 109 and adequately reflect the credit risk profile of the Company's receivable portfolio as at March 31, 2026
of carrying value of investments in subsidiaries
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(Refer Note 9 to the standalone financial statements)
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Key Audit Matter
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How our Audit addressed the Key Audit Matter
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Our audit procedures included the following:
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•
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Obtained understanding of design and implementation of
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The Company's equity & preference
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relevant internal controls w.r.t Investments including its
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investments in unlisted wholly owned subsidiaries as of March 31, 2026,
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impairment assessment;
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amounting to ^ 5,646.81 Million, are
a key audit matter due to the critical
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Performed necessary audit procedures to test the operating effectiveness of the relevant internal controls with
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nature of the annual impairment assessment.
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respect to valuation of Investments including impairment assessment thereof during the year ended as of March 31,
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Management's determination involves
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2026.
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reviewing business forecasts using a discounted cash flow model,
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Obtained management's evaluation of impairment analysis
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assessing recoverable amounts based on future cash flow estimates, and
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including future cash flows used by the management in the model to compute the recoverable value / value in use.
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making significant judgments on investees' performance and related •
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Obtained the valuation report on Impairment testing of investments in standalone books.
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assumptions. Our audit focused on evaluating the effectiveness of internal controls, reviewing management's •
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Involved our valuation specialists to assists us in
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impairment analysis and valuation
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evaluating methodologies, impairment calculations and
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reports, and ensuring the accuracy
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underlying assumptions applied by the management in
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and completeness of disclosures in the standalone financial statements.
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the impairment testing.
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Evaluated the appropriateness of the disclosure in
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the
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standalone financial statements and assessed the
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completeness and mathematical accuracy.
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Revenue Recognition under Ind AS 115, “
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Revenue from contracts with customers” (Refer Note 27
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to the standalone financial statements)
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Key Audit Matter
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How our Audit addressed the Key Audit Matter
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Our audit procedures included the following:
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•
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We performed analytical procedures of disaggregated data of revenue transactions during the audit period to
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The Company recognizes revenue from sale of services and medicines
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identify any unusual trends.
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based on the terms and conditions of •
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We tested underlying documentation for journal entries
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transactions which vary with different
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which were considered to be material related to revenue
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category of customers.
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recognition.
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Revenue is one of the key performance •
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Assessed the adequacy of relevant disclosures made in
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indicators of the Company. Revenue is
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the financial statements in respect of Schedule III to the
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recognized net of rebates and discounts including unbilled revenue.
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Companies Act, 2013 and Ind AS.
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•
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We evaluated the Company's accounting policies related to
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We identified the recognition of
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revenue recognition and assessed its compliance in terms
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revenue from sale of services as a key audit matter because revenue is a key
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of Ind AS 115 ‘Revenue from contracts with customers’.
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performance indicator for the Company. •
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Evaluated the design and tested the operating effectiveness
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There is a risk of overstatement of
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of manual controls related to revenue recognition.
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revenue due to inappropriate cut-off,
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Performed sample tests of individual sales transactions
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whereby revenue may be recognized
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and traced to invoice, approved tariff rates, Billing card and
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in the incorrect accounting period, particularly towards the year end, to
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Medicine card etc.;
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meet performance targets. •
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We performed test of details for the selected sample of revenue transactions during the year and traced these to underlying supporting documentation / evidence;
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Based on the procedures performed, no material exceptions were noted.
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Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company's Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in the Annual report, but does not include the standalone financial statements and our auditor's report thereon. The Other information is expected to be made available to us after the date of the auditor's report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do 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 when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated.
Management 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 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 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 also responsible for overseeing the Company's financial reporting process.
Auditor’s Responsibilities 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:
Ý 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.
Ý 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 Companies Act, 2013, 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.
Ý Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Ý 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.
Ý 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.
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 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 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.
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 in terms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 & 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 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 books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2015 as amended.
(e) On the basis of the written representations received from the directors as on 31st March, 2026 taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2026 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 with reference to the standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure B”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the company's internal financial control with reference to standalone financial statements.
(g) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section 197 read with Schedule V to the Act:
In our opinion and to the best of our information and according to the explanations given to us, the company has not paid any remuneration to any directors, hence provisions of section 197 read with Schedule V to the Act is not applicable to the company.
(h) 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 no 38 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's education and protection fund by the company.
IV. (i) The Management has represented that, to the best of their knowledge and belief, 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 entities, including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether, 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;
(ii) The management has represented, that, to the best of their knowledge and belief, 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, 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 Ultimate Beneficiaries; and
(iii) Based on such audit procedures, nothing has come to our notice that has caused them to believe that the representations under sub-clause (i) and (ii) contain any material misstatement.
V. Company has not declared or paid any dividend during the year.
VI. Based on our examination, which included test checks, the Company has used accounting software for maintaining its books of account 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. However, the audit trail feature is not enabled at the database level for the accounting software, as described in Note 56 to the financial statements. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software and the audit trail has been preserved by the company as per the statutory requirements for record retention.
As the proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 became applicable from 1st April, 2023, the reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 regarding the preservation of audit trail as per the statutory requirements for record retention is applicable for the financial year ending 31st March, 2026. The Company has preserved the audit trail in accordance with the applicable statutory requirements.
For T R Chadha & Co LLP Firm’s Reg. No-: 006711N \ N500028 Chartered Accountants
Arvind Modi
Place: Ahmedabad (Partner)
Date: 27/05/2026 Membership No - 112929
UDIN: 26112929EOBJKG5760
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