We have audited the accompanying standalone Ind AS financial statements of TITAN BIOTECH LIMITED (“the Company”)which comprises the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other ComprehensiveIncome), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financialstatements, 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 standalone IndAS financial statements give the information required by the Act in the manner so required and give a true and fair view inconformity with the Ind AS and accounting principles generally accepted in India, of the state of affairs of the Company as atMarch 31, 2025, and profit, total comprehensive income, the 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 CompaniesAct, 2013. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of theFinancial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of thestandalone Ind AS financial statements under the provisions of the Companies Act, 2013 and the Rules thereunder, and we havefulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that theaudit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgment, were of most significance in our audit of the standaloneInd AS financial statements of the current period. These matters were addressed in the context of our audit of the StandaloneInd AS financial statements as a whole, and informing our opinion thereon, and we do not provide a separate opinion on thesematters. We have determined the matters described below to be the key audit matters to be communicated in our report.
We have determined that there are no other key audit matters to communicate in our report.
Information Other than the Standalone Ind AS financial Statements and Auditor’s Report Thereon
The Company’s Board of Directors is responsible for the other information. The other information comprises the informationincluded in the Management Discussion and Analysis, Board’s Report including Annexures to Board’s Report, BusinessResponsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalone Ind ASfinancial statements and our auditor’s report thereon.
Our opinion on the standalone Ind AS financial statements does not cover the other information and we do not express any formof assurance conclusion thereon.
In connection with our audit of the standalone Ind AS 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 Ind AS financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed,we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothingto report in this regard.
Management Responsibility for the Standalone Ind AS financial Statements
The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Companies Act, 2013 (“theAct”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of thefinancial position, financial performance, including other comprehensive income, changes in equity and cash flows of theCompany in accordance with accounting principles generally accepted in India, including Indian Accounting Standards (IndAS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection andapplication of appropriate implementation and maintenance of accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentationof the standalone Ind AS financial statement that give a true and fair view and are free from material misstatement, whether dueto fraud or error.
In preparing the standalone Ind AS financial statements, management is responsible for assessing the Company’s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting 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. Audit trailcompliance is also primarily the responsibility of the Management.
Auditor’s Responsibilities for the Audit of Standalone Ind AS financial Statement
Our objectives are to obtain reasonable assurance about whether the Standalone Ind AS financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detecta material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of thesestandalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughoutthe audit. We also:
• Identify and assess the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraudor error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud ishigher 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 inthe circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinionon whether the company has internal financial controls with reference to Financial Statements in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt onthe Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are requiredto draw attention in our auditor’s report to the related disclosures in the standalone Ind AS financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to thedate of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a goingconcern.
• Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including thedisclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in amanner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of theaudit 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 requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought tobear 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 significancein the audit of the standalone Ind AS financial statements for the financial year ended March 31, 2025 and are therefore thekey audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure aboutthe matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our reportbecause the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of suchcommunication.
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 Indiain terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A” a statement on thematters 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 werenecessary 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 fromour examination of those books.
c) The Balance Sheet, the Statement of Profit and Loss including the Statement of Other Comprehensive Income, theCash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the booksof account.
d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Accounting Standards specifiedunder Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as amended.
e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by theBoard of Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director interms of Section 164 (2) of the Act.
f) With respect to the adequacy of the Internal Financial Control with reference to Financial Statements of the Companyand the operating effectiveness of such controls, refer to our separate Report in “Annexure B” Our report expressesan unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls overfinancial reporting.
g) In our opinion the managerial remuneration for the year ended March 31, 2025 has been paid/provided by the Companyto its directors in accordance with the provisions of section 197 read with Schedule V to the Act.
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, in our opinion and to the best of our information and according to the explanationsgiven to us:
(i) The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind ASfinancial statements - Refer Note 35 to the Standalone Ind AS financial statements;
(ii) The Company did not have any long-term contracts including derivative contracts for which there were anymaterial foreseeable losses;
(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education andProtection Fund by the Company during the year ended March 31, 2025.
(iv) a) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in
notes to accounts, no funds (which are material either individually or in the aggregate) have been advancedor 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 or entity, including foreign entity (‘Intermediaries’) with theunderstanding, whether recorded in writing or otherwise, that the intermediary shall, whether directly orindirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalfof the Company (‘Ultimate Beneficiaries’) or provide any guarantee, security or the like on behalf of theUltimate Beneficiaries.
b) The Management has represented that, to the best of its knowledge and belief, no funds (which are materialeither individually or in the aggregate) have been received by the Company from any person or entity,including foreign entity (‘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 identifiedin any manner whatsoever by or on behalf of the Funding Party (‘Ultimate Beneficiaries’) or provide anyguarantee, security or the like on behalf of the Ultimate Beneficiaries.
c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances,nothing has come to our attention 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 dividend declared and paid during the year by the company is in compliance with section 123 of the CompaniesAct, 2013.
(vi) Based on our examination in respect of the Company, the feature of recording audit trail (edit log) facility wasnot enabled at the database layer to log any direct data changes for the accounting software used for maintainingthe books of account.
Chartered Accountants
(Firm’s Registration No. 026177N)
Partner
(Membership No. 517856)
Place: New Delhi
Date: 30.05.2025
UDIN: 25517856BMKXIU8390