We have audited the accompanying financial statements of WELCURE
DRUGS & PHARMACEUTICALS LIMITED (“the Company”), which comprise
the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss
(including Other Comprehensive income), the Cash Flow Statement for the
year then ended, and a summary of significant 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 Ind AS Financial Statements give the
information required by the Act in the manner so required and give a true
and fair view in conformity with the accounting principles generally accepted
in India of the state of affairs of the Company as at 31st March 2024, its
loss 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
specified under section 143 (10) of the Companies Act, 2013. Our
responsibilities under those Standards are further described in the auditor’s
responsibilities 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 together
with the ethical requirements that are relevant to our audit of the financial
statements under the provisions of the Act and the rules thereunder, and we
have fulfilled our other ethical responsibilities in accordance with these
requirements and the code of ethics.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Information other than the financial statements and auditors’ 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 Board’s Report including Annexures to Board’s Report, Business
Responsibility Report but does not include the financial statements and our
auditor’s report thereon.

Our opinion on the 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 financial statements, our responsibility
is to read the other information and, in doing so, consider whether the other
information is materially inconsistent 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, 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.

Management’s Responsibility for the Financial Statements

The Company's Board of Directors of the Company are responsible for the
matters stated in Section 134(5) of the Companies Act, 2013 (‘the act’) with
respect to the preparation of these financial statements that give a true and
fair view of the financial position, financial performance and cash flows of
the Company in accordance with the accounting principles generally
accepted in India, including the Accounting Standards specified under
Section 133 of the Act, read with rule 7 of Companies (Accounts) Rules,
2014. This responsibility 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; design,
implementation and maintenance of adequate internal financial controls,
that are 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 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.

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, the provisions of the Act, the
accounting and auditing standards and matters which are required to be
included in the audit report under the provisions of the act and the Rules
made there under, 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 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.

• Evaluate the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made by
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.

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.

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 India in terms of sub¬
section (11) of section143 of the Act, we give in the Annexure a
statement on the matters Specified in paragraphs 3 and 4 of the Order.

2. As required by section 143(3) of the Act, we further 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
purpose of our audit;

b) in our opinion proper books of account as required by law have been
kept by the Company so far as appears from our examination of those
books;

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow
Statement dealt with by this Report are in agreement with the books
of account;

d) in our opinion, the aforesaid Ind AS Financial Statements comply with
the applicable Accounting Standards specified under Section 133 of
the Act, read with Rule 7 of the Companies (Accounts) Rules 2014;

e) on the basis of written representations received from the directors as
on March 31, 2024, and taken on record by the Board of Directors,
none of the directors is disqualified as on March 31, 2024, from being
appointed as a director in terms of Section 164(2) of the Act;

f) Report on the Internal Financial Controls under Clause (1) of Sub¬
section 3 of section 143 of the companies Act, 2013 (“the Act”) is
enclosed as an annexure A to this report;

g) In our opinion and to the best of our information and according to the
explanations given to us, we report as under with respect to other
matters to be included in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules, 2014:

i. The Company does not have any pending litigations which
would impact its financial position;

ii. The Company did not have any long-term contracts including
derivative contracts; as such the question of commenting on
any material foreseeable losses thereon does not arise;

iii. There has not been an occasion in case of the Company during
the year under report to transfer any sums to the Investor
Education and Protection Fund. The question of delay in
transferring such sums does not arise;

iv. (a) The Management has represented that, to the best of its
knowledge and belief, no funds (which are material either
individually or in the aggregate) 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 or entity, including foreign entity
(“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

(b) The Management has represented, that, to the best of its
knowledge and belief, no funds (which are material either
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
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 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.

For Gupta Rustagi & Co.,

Chartered Accountants
Firm Registration No.128701W

Place - Mumbai
Date - 30^th May, 2024
UDIN: 24100808BKDHYT7207

Niraj Gupta

Partner

Membership No. 100808