We have audited the accompanying standalone Ind ASfinancial statements of Bliss GVS Pharma Limited ("theCompany"), which comprises the Balance Sheet as at March31, 2025, the Statement of Profit and Loss (including OtherComprehensive Income), the Statement of Changes inEquity and Statement of Cash Flows for the year then ended,and notes to the standalone Ind AS financial statements,including a summary of material accounting policies andother explanatory information (hereinafter referred to as"standalone Ind AS financial statements").
In our opinion and to the best of our information andaccording to the explanations given to us, the aforesaidstandalone Ind AS financial statements give the informationrequired by the Companies Act, 2013 ("the Act") in the mannerso required and give a true and fair view in conformity withthe Indian Accounting Standards prescribed under section133 of the Act read with the Companies (Indian AccountingStandard) Rules, 2015, as amended, ("Ind AS") and withother accounting principles generally accepted in India, ofthe state of affairs of the Company as at March 31, 2025,and its profit and total comprehensive income, changes inequity and its cash flows for the year ended on that date.
We conducted our audit of the standalone Ind AS financialstatements in accordance with the Standards on Auditing (SAs)specified under section 143(10) of the Act. Our responsibilitiesunder those Standards are further described in the Auditor’sResponsibilities for the Audit of the Standalone Ind AS FinancialStatements section of our report. We are independent of theCompany in accordance with the Code of Ethics issued bythe Institute of Chartered Accountants of India ("the ICAI")together with the ethical requirements that are relevant to ouraudit of the standalone Ind AS financial statements under theprovisions of the Act and the Rules made thereunder, and wehave fulfilled our other ethical responsibilities in accordancewith these requirements and the ICAI's Code of Ethics. Webelieve that the audit evidence we have obtained is sufficientand appropriate to provide a basis for our opinion.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone Ind AS financial statements of the current period.These matters were addressed in the context of our audit ofthe standalone Ind AS financial statements as a whole, andin forming our opinion thereon, we do not provide a separateopinion on these matters.
We have determined the matters described below to be thekey audit matters to be communicated to our report.
Key Audit Matter Description
How the scope of our audit addressed the Key Audit Matter
1. Financial Exposure towards Bliss GVS International Pte Ltd (BGIPL):
As disclosed in note 10 & 11 to the standalone IND AS
The following procedures were carried out in this regard:
financial statements, the Company has total exposure
• We reviewed the audited Ind AS Financial Statements
aggregating Rs. 4,891.22 Lakhs towards its wholly owned
of BGIPL and its subsidiaries for FY 2024-25 and the
subsidiary, BGIPL along with its step-down subsidiaries asat March 31, 2025. The recoverable value of the exposure
independent auditor's report thereon.
is based on the Sum of Parts method for valuing BGIPL.
• We evaluated the impairment analysis carried out
This method aggregates the fair value of its investments
during the year by the Company through their
in subsidiaries, assessed either through market values
appointed expert, which included an independent
or through discounted cash flow projections of the
comparison of externally/internally assessed value
subsidiaries.
in use of BGIPL's net assets with carrying cost of its
This model requires the Company to make significant
exposures in the Company.
assumptions such as discount rates, near and long-term
• We considered the independence, competence and
revenue growth rate and projected margins which involve
objectivity of the external specialist involved by the
inherent uncertainty since they are based on future business
management in determination of valuation.
prospects and economic outlook. Due to the materiality
• We assessed the Company's valuation methodology
of the above assets in context of the standalone Ind AS
applied and compared management future
financial statements and sensitivity of discount rate and
cashflow projections related data used as input with
near and long-term revenue growth rate assumptionswhere a minor change could have a significant impact on
historical actual data.
the recoverable value, we have considered the impairment
• We assessed the Management's explanation regarding
assessment of exposure to be a Key Audit Matter.
future cash flows and key assumptions used inCompany's valuation methodology including but notlimited to cost of equity, cashflows, etc.
2. Business Development Expenses :
The Company is engaged in the export of pharmaceuticalproducts through a network of distributors in variouscountries. As part of its operations, the Company incurscosts related to marketing and advertising.
The Company has incurred an expenditure of Rs. 2,615.95Lakhs towards Business Development Expenditure for theyear ended March 31, 2025
The allocation of marketing and business developmentcosts across multiple international distributors involvessignificant judgment and estimation. Due to thesignificance of these expenses and their impact onreported profitability, this area is considered a Key AuditMatter.
Our procedures included:
• We have reviewed the business development expensesas per Standard of Auditing (SA)540 "Auditingaccounting estimates including fair value accountingestimates and related disclosures."
Tests of controls:
• We have evaluated the design and implementation andtested the operating effectiveness of key controls overmonitoring of business development expenses.
Tests of details:
• We have reviewed the Company's Policy with regard toBusiness Development Expenses
• We have verified the expenditure incurred/claimed withrelevant supporting and approvals for the same.
• We have compared provision for business developmentexpenses against the expenditure incurred/claimed till the date.
3. Information Technology General Controls
A significant part of the Company's financial reportingprocess is heavily reliant on IT systems with automatedprocesses and controls over the capture, storage andextraction of information. A fundamental component ofthese processes and controls is ensuring appropriate useraccess and change management protocols exist and beingadhered to. These protocols are important because theyensure that access and changes to IT systems and relateddata are made and authorized in an appropriate manner.As our audit sought to place a high level of reliance onIT systems and application controls related to financialreporting, high proportion of the overall audit effort wasin Information Technology (IT) Systems and Controls.We focused our audit on those IT systems and controlsthat are significant to the Company's financial reportingprocess, and considered this to be a Key Audit Matter.
We focused our audit on those IT systems and controlsthat are significant to the Company's financial reportingprocess.
As audit procedures over IT Systems and controls requirespecific expertise, we involved our IT specialist.
We assessed the design and tested the operatingeffectiveness of the Company's IT controls, including thoseover user access and change management as well as datareliability.
In a limited number of cases, we adjusted our plannedapproach as follows:
- we extended our testing to identify whether there hadbeen unauthorized or inappropriate access or changesmade to critical IT systems and related data;
- where automated procedures were supported bysystems with identified deficiencies, we extended ourprocedures to identify and test alternative controls; and
- where required, we performed testing to validate theintegrity and reliability of associated data and reporting.
The Company's Board of Directors is responsible for theother information. The other information comprises theinformation included in the Director's Report, ManagementDiscussion & Analysis Report, Corporate Governance Reportand Business Responsibility and Sustainability Report butdoes not include the standalone Ind AS financial statements,consolidated Ind AS financial statements and our auditor'sreport thereon.
Our opinion on the standalone Ind AS financial statementsdoes not cover the other information and we will not expressany form of assurance conclusion thereon.
In connection with our audit of the standalone Ind ASfinancial statements, our responsibility is to read the otherinformation and, in doing so, consider whether the otherinformation is materially inconsistent with the standaloneInd AS financial statements, or our knowledge obtained inthe audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude thatthere is a material misstatement of this other information,we are required to report that fact. We have nothing toreport in this regard.
The Company's Board of Directors is responsible for thematters stated in Section 134 (5) of the Act with respect to thepreparation of these standalone Ind AS financial statementsthat give a true and fair view of the financial position,the financial performance, changes in equity and cashflows of the Company in accordance with the accountingprinciples generally accepted in India, including the IndianAccounting Standards ("Ind AS") prescribed under section133 of the Act.
This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies;making judgments and estimates that are reasonable andprudent; and design, implementation and maintenance ofadequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the standalone Ind AS financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, themanagement is responsible for assessing the Company'sability to continue as a going concern, disclosing, asapplicable, matters related to going concern and usingthe going concern basis of accounting unless the Boardof Directors either intends to liquidate the Company or tocease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeingthe Company's financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the standalone Ind AS financial statements asa whole are free from material misstatement, whetherdue to fraud or error, and to issue an auditor's report thatincludes our opinion. Reasonable assurance is a high levelof assurance but is not a guarantee that an audit conductedin accordance with SAs will always detect a materialmisstatement when it exists.
Misstatements can arise from fraud or error and areconsidered material if, individually or in aggregate, theycould reasonably be expected to influence the economic
decisions of users taken on the basis of these standalone IndAS financial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone Ind AS financial statements, whetherdue to fraud or error, design and perform auditprocedures responsive to those risks, and obtain auditevidence that is sufficient and appropriate to provide abasis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion,forgery, intentional omissions, misrepresentations, orthe override of internal control.
• Obtain an understanding of internal financial controlsrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3)(i) of the Act, we are also responsible forexpressing our opinion on whether the Company hasadequate internal financial controls with reference tostandalone Ind AS Financial Statements in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by management.
• Conclude on the appropriateness of management'suse of the going concern basis of accounting and,based on the audit evidence obtained, whether amaterial uncertainty exists related to events orconditions that may cast significant doubt on theCompany's ability to continue as a going concern. Ifwe conclude that a material uncertainty exists, we arerequired to draw attention in our auditor's report to therelated disclosures in the standalone Ind AS financialstatements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based on theaudit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may causethe Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure andcontent of the standalone Ind AS financial statements,including the disclosures, and whether the standaloneInd AS financial statements represent the underlyingtransactions and events in a manner that achievesfair presentation.
Materiality is the magnitude of misstatements in thefinancial statements that, individually or in aggregate,makes it probable that the economic decisions of the usersof the financial statements may be influenced. We considerquantitative materiality and qualitative factors in (i) planningthe scope of our audit work and in evaluating the results ofour work; and (ii) to evaluate the effect of any identifiedmisstatements in the standalone Ind AS financial statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, includingany significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone Ind AS financialstatements of the current period and are therefore the keyaudit matters. We describe these matters in our auditor'sreport unless law or regulation precludes public disclosureabout the matter or when, in extremely rare circumstances,we determine that a matter should not be communicatedin our report because the adverse consequences of doingso would reasonably be expected to outweigh the publicinterest benefits of such communication.
1. As required by the Companies (Auditor's Report)Order, 2020 ("the Order") issued by the CentralGovernment in terms of Section 143(11) of the Act,we give in "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order, to theextent applicable.
2. As required by Section 143(3) of the Act, we report that:
a. We have sought and obtained all the informationand explanations which to the best of ourknowledge and belief were necessary for thepurposes of our audit.
b. In our opinion, proper books of account asrequired by law have been kept by the Companyand its branch so far as it appears from ourexamination of those books, except for the matterstated in paragraph [h(vi) ] below on reportingunder Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014.
c. The Standalone Balance Sheet, the StandaloneStatement of Profit and Loss (including OtherComprehensive Income), Standalone Statement ofChanges in Equity and the Standalone Statementof Cash Flows dealt with by this Report are inagreement with the relevant books of account.
d. In our opinion, the aforesaid standaloneInd AS financial statements comply with the
Indian Accounting Standards prescribed undersection 133 of the Act.
e. On the basis of the written representationsreceived from the directors as on March 31, 2025,taken on record by the Board of Directors, none ofthe directors is disqualified as on March 31, 2025,from being appointed as a director in terms ofSection 164(2) of the Act.
f. The observations relating to the maintenance ofaccounts and other matters connected therewithare as stated in the paragraph (b) above onreporting under Section 143(3)(b) and paragraph[h(vi)] below on reporting under Rule 11(g) theCompanies (Audit and Auditors) Rules, 2014.
g. With respect to the adequacy of the internalfinancial controls with reference to financialstatements of the Company and the operatingeffectiveness of such controls, refer to ourseparate Report in "Annexure B".
h. With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014,in our opinion and to the best of our informationand according to the explanations given to us:
i. The Company has disclosed the impact ofpending litigations on its standalone financialposition in its standalone Ind AS financialstatements - Refer Note 37 to the standaloneInd AS financial statements.
ii. The Company did not have any materialforeseeable losses on long-term contracts,including derivative contracts requiringprovision under the applicable law oraccounting standards.
iii. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fundby the Company.
iv. (a) The Management has represented that,
to the best of its knowledge and belief,no funds (which are material eitherindividually or in the aggregate) havebeen advanced or loaned or invested(either from borrowed funds or sharepremium or any other sources or kindof funds) by the Company to or inany other person or entity, includingforeign entity ("Intermediaries"), withthe understanding, whether recordedin writing or otherwise, that theIntermediary shall, whether, directly
or indirectly lend or invest in otherpersons or entities identified in anymanner whatsoever by or on behalf of theCompany ("Ultimate Beneficiaries") orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries;
(b) The Management has represented,that, to the best of its knowledge andbelief, no funds (which are materialeither individually or in the aggregate)have been received by the Companyfrom any person or entity, includingforeign entity ("Funding Parties"), withthe understanding, whether recorded inwriting or otherwise, that the Companyshall, whether, directly or indirectly,lend or invest in other persons or entitiesidentified in any manner whatsoeverby or on behalf of the Funding Party("Ultimate Beneficiaries") or provideany guarantee, security or the like onbehalf of the Ultimate Beneficiaries;
(c) Based on the audit procedures thathave been considered reasonable andappropriate in the circumstances,nothing has come to our notice thathas caused us to believe that therepresentations under sub-clause (i)and (ii) of Rule 11(e), as providedunder (a) and (b) above, contain anymaterial misstatement.
v. (a) As per information and explanationfurnished by Management and basedon the records of the Company, thedividend proposed in the previous year,declared and paid by the Companyduring the year is in accordance withSection 123 of the Act, as applicable.
(b) The Board of Directors of the Companyhave proposed a final dividend for theyear ended March 31, 2025, which issubject to the approval of the membersat the ensuing Annual General Meeting.The proposed dividend is in accordancewith Section 123 of the Act.
vi. Based on our examination which includedtest checks, the Company has used anaccounting software for maintaining itsbooks of account which has a feature ofrecording audit trail (edit log) facility andthe same has operated throughout the yearfor all relevant transactions recorded in thesoftware, except that no audit trail is enabledat the database level to log any direct datachanges. Further, during the course of ouraudit we did not come across any instance ofaudit trail feature being tampered with.
Additionally, the audit trail has beenpreserved by the Company as per thestatutory requirements for record retention,except that at the database level.
3. In our opinion and according to information andexplanations given to us and based on our examinationof the records of the Company, the Company has paid /provided managerial remuneration in accordance withthe requisite approvals mandated by the provisions ofSection 197 of the Act.
For KALYANIWALLA & MISTRY LLP
CHARTERED ACCOUNTANTSFirm Registration No. 104607W/W100166
Jamshed K. Udwadia
PARTNERM. No.: 124658UDIN:25124658BMJKBV4419Mumbai, May 12, 2025