Medi Assist Healthcare Services Ltd Auditor Reports

Examination Report on the Restated Consolidated Statement of Assets and Liabilities as at March 31, 2023, March 31, 2022 and March 31, 2021 and Restated Consolidated Statement of Profit and Loss (including other comprehensive income), Restated Consolidated Statement of Changes in Equity, Restated Consolidated Statement of Cash Flows along with the Statement of Significant Accounting Policies and other explanatory information for years ended March 31, 2023, March 31, 2022 and March 31, 2021 of Medi Assist Healthcare Services Limited (collectively, the "Restated Consolidated Financial Information")

The Board of Directors

Medi Assist Healthcare Services Limited

Tower D, 4th Floor, IBC Knowledge Park,

4/1 Bannerghatta Road,

Bangalore - 560 029

Dear Sirs/ Madams,

1. We, M S K A & Associates, ("we", "us", "M S K A") have examined the Restated Consolidated Financial Information of Medi Assist Healthcare Services Limited (the "Company" or the "Holding Company" or the "Issuer") and its subsidiaries (Holding Company and its subsidiaries together referred to as "the Group") as at March 31, 2023, March 31, 2022 and March 31, 2021, annexed to this report for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP"), prepared by the Holding Company in connection with its proposed Initial Public Offer ("IPO") of equity shares of face value of Rs. 5 each ("the Offer"). The Restated Consolidated Financial Information, have been approved by the Board of Directors of the Holding Company (the "Board of Directors") at their meeting held on August 02, 2023, and have been prepared by the Holding Company in accordance with the requirements of:

a) the Sub-section (1) of Section 26 of Part I of Chapter III of the Companies Act, 2013 (the "Act");

b) the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (the "SEBI ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").

Managements Responsibility for the Restated Consolidated Financial Information

2. The Holding Companys management is responsible for the preparation of Restated Consolidated Financial Information for the purpose of inclusion in the DRHP to be filed with Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE") and the National Stock Exchange of India Limited ("NSE") in connection with the Offer. The Restated Consolidated Financial Information have been prepared by the management of the Holding Company in accordance with the basis of preparation stated in Note 2 to Annexure V of the Restated Consolidated Financial Information. The management of the Holding Company is responsible for designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of the Restated Consolidated Financial Information. The management of the Holding Company is also responsible for identifying and ensuring that the Group complies with the Act, the SEBI ICDR Regulations and the Guidance Note, as may be applicable.

Auditors Responsibilities

3. We have examined the Restated Consolidated Financial Information taking into consideration:

a) the terms of reference and our engagement agreed with you vide our engagement letter dated July 28, 2023, in connection with the Offer.

b) The Guidance Note which requires that we comply with the ethical requirements as stated in the Code of Ethics issued by the ICAI;

c) the concepts of test check and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Consolidated Financial Information; and

d) the requirements of Section 26 of the Act and the SEBI ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to compliance with the Act, the SEBI ICDR Regulations and the Guidance Note in connection with the Offer.

Restated Consolidated Financial Information

4. The Restated Consolidated Financial Information have been compiled by the management of the Group from:

(a) the audited consolidated financial statements of the Group as at and for the year ended March 31, 2023 and March 31, 2022 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India and have been approved by the Board of Directors at their meetings held on July 21, 2023 and September 23, 2022 respectively.

(b) the audited special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2021 prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India and have been approved by the Board of Directors at their meeting held on July 7, 2023.

The Special Purpose Consolidated Financial Statements are prepared to assist the Company in complying with the financial reporting provisions of the Indian Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind AS") and other accounting principles generally accepted in India, for the purpose of forming a basis for the preparation of Restated Consolidated Financial Information to be included in the proposed offer document with respect to its Initial Public Offering (IPO).

Auditors Report

5. For the purpose of our examination, we have relied on:

a. Auditors report issued by us dated July 21, 2023 on the audited consolidated financial statements of the Group as at and for the year ended March 31, 2023 ("2023 Audited Consolidated Financial Statements") as referred in Para 4 (a) above.

b. Auditors report issued by us dated September 23, 2022 on the audited consolidated financial statements of the Group as at and for the year ended March 31, 2022 ("2022 Audited Consolidated Financial Statements") as referred in Para 4 (a) above.

c. Auditors report issued by us dated July 7, 2023 on the audited special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2021 ("Audited Special purpose Consolidated Financial Statements") as referred in Para 4 (b) above.

6. a. Our audit report referred to in para 5(a) above included Other Matter Paragraph which

is reproduced below:

(i) We did not audit the financial statements / financial information of one subsidiary, whose financial statements / financial information reflect total assets of Rs. 152.02 million as at March 31, 2023, total revenues of Rs. 24.86 million and net cash flows amounting to Rs. 23.63 million for the period from February 13, 2023 to March 31, 2023 (‘post-acquisition period), as considered in the consolidated financial statements. The financial statements of the subsidiary for the year ended March 31, 2023 has been audited by the other auditors in accordance with the SAs specified under section 143(10) of the Act and the financial information of the subsidiary for the post-acquisition period, prepared for the purpose of consolidated financial statements, has been subject to agreed- upon procedures by such other auditor in accordance with the Standard on Related Services 4400, "Engagements to Perform Agreed-upon Procedures Regarding Financial Information", issued by the Institute of Chartered Accountants of India. These reports of the other auditors have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiary, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiary, is based solely on the reports of the other auditors.

(ii) We did not audit the consolidated financial information of one subsidiary, whose consolidated financial information reflect total assets of Rs.120.03 million as at March 31, 2023, total revenues of Rs. 94.93 million and net cash flows amounting to Rs. 18.89 million for the period from November 25, 2022 to March 31, 2023, as considered in the consolidated financial statements. These consolidated financial information are unaudited and have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of this subsidiary, and our report in terms of sub-section (3) of Section 143 of the Act in so far as it relates to the aforesaid subsidiary, is based solely on such unaudited consolidated financial information. In our opinion and according to the information and explanations given to us by the Management, these consolidated financial information are not material to the Group.

Our opinion is not modified in respect of these matters.

b. Our audit report referred to in para 5(b) above included Other Matter Paragraph which is reproduced below:

The Consolidated Ind AS financial statements of the Company for the year ended March 31, 2021, were adopted by the Board of Directors, on which the previous auditor issued a disclaimer of opinion dated November 23, 2021.

Our opinion is not modified in respect of this matter.

c. Our audit report referred to in para 5(c) above included Emphasis of Matter Paragraph and Other Matter Paragraph which are reproduced below:

Emphasis of Matter Paragraph

We draw attention to Note 38 G to the Special Purpose Consolidated Financial Statements regarding certain payments made inadvertently by the Subsidiary Company on behalf of Mandala Wellness Private Limited ("MWPL") amounting to Rs.73.12 million (excluding GST). During the financial year post review, these payments were cross charged by the Subsidiary Company to its Holding Company (including GST) which was further cross charged by the Holding Company to MWPL (including GST). These amounts are disclosed as Receivables in these Special Purpose Consolidated Financial Statements as at March 31, 2021, and were fully recovered after the year-end.

Our opinion is not qualified in respect of the above matter.

Other Matter Paragraph

(i) The Company has prepared a separate set of general purpose Consolidated Financial Statements for the year ended March 31, 2021, for statutory purposes in accordance with the Accounting Standards prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 as amended and other accounting principles generally accepted in India on which the predecessor statutory auditor had issued a separate auditors report to the shareholders of the Company dated November 23, 2021 in which a disclaimer of opinion was issued by the predecessor statutory auditor.

(ii) The Comparative figures presented in the Special Purpose Consolidated Financial Statements have been prepared by the Management and are unaudited and have been relied upon by us. We have not performed any other procedures in this regard.

Our opinion is not modified in respect of the above matters.

7. Based on our examination, in accordance with the SEBI ICDR Regulations and the Guidance Note, and according to the information and explanations given to us, we report that:

i) The Restated Consolidated Financial Information have been prepared after incorporating adjustments for the changes in accounting policies, any material errors and regroupings/ reclassifications retrospectively in the financial years as at and for the years ended March 31, 2023, March 31, 2022 and March 31, 2021, to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at and for the year ended March 31, 2023.

ii) there are no qualifications in the auditors reports on the audited consolidated financial statements of the Group as at and for the years ended March 31, 2023 and March 31, 2022 and Special purpose Consolidated financial statements of the Group as at and for the year ended March 31, 2021 as referred above which require any adjustments to the Restated Consolidated Financial Information. There is an Emphasis of Matter (refer paragraph 6(c) above) and Other Matters

(refer to paragraph 6(a), 6(b) and 6(c) above), which does not require any adjustment to the Restated Consolidated Financial Information; and

iii) Restated Consolidated Financial Information have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance Note.

d. The Restated Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the reports on the audited financial statements mentioned in paragraph 5 above.

e. This report should not in any way be construed as a reissuance or re-dating of any of the previous auditors reports issued by us or by the Previous Auditor, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

f. We have no responsibility to update our report for events and circumstances occurring after the date of this report.

g. Our report is intended solely for use of the Board of Directors and for inclusion in the DRHP to be filed with the SEBI, BSE and NSE, as applicable in connection with the proposed issue. Our report should not be used, referred to or distributed for any other purpose without prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may come without our prior consent in writing.