We have audited the standalone financial statements of NATCOPharma Limited (the “Company”) which comprise the standalonebalance sheet as at 31 March 2025, and the standalonestatement of profit and loss (including other comprehensiveincome), standalone statement of changes in equity andstandalone statement of cash flows for the year then ended,and notes to the standalone financial statements, includingmaterial accounting policies and other explanatory information.
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalonefinancial statements give the information required by theCompanies Act, 2013 (“Act”) in the manner so required andgive a true and fair view in conformity with the accountingprinciples generally accepted in India, of the state of affairs ofthe Company as at 31 March 2025, and its profit and othercomprehensive loss, changes in equity and its cash flows forthe year ended on that date.
See Note 3(d) and Note 23 to standalone financial statements
Basis for Opinion
We conducted our audit in accordance with the Standardson Auditing (SAs) specified under Section 143(10) of the Act.Our responsibilities under those SAs are further described inthe Auditor’s Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independentof the Company in accordance with the Code of Ethics issuedby the Institute of Chartered Accountants of India together withthe ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Actand the Rules thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and theCode of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for ouropinion on the standalone financial statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the standalonefinancial statements of the current period. These matters wereaddressed in the context of our audit of the standalone financialstatements as a whole, and in forming our opinion thereon, andwe do not provide a separate opinion on these matters.
The key audit matter
How the matter was addressed in our audit
Revenue is recognised when the control of the products being soldhas transferred to the customer. The Company has a large number ofcustomers operating in various geographies and sale contracts withcustomers have a variety of different terms relating to the recognitionof revenue. Control is usually transferred upon shipment/ deliveryto/ upon receipt of goods by the customer, in accordance with thedelivery and acceptance terms agreed with the customers.
We identified the recognition of revenue from sale of productsas a key audit matter because the Company and its externalstakeholders focus on revenue as a key performance indicator.There could be a risk that revenue is recognised before thecontrol has been transferred to the customer.
The Company also enters into product supply agreements whichalso requires revenue to be recognised on profit sharing basis incertain cases. The nature of these arrangements are inherentlycomplex. Considering the complexity involved, recognition ofrevenue from such contracts has also been considered as a keyaudit matter.
In view of the significance of the matter we applied the followingaudit procedures in this area, among others to obtain sufficientand appropriate audit evidence:
1. Assessed the appropriateness of the revenue recognitionaccounting policies by comparing with applicableaccounting standards.
2. Tested design, implementation and operating effectivenessof the Company’s key controls over measurement, timingand recognition of revenue in accordance with customercontracts.
3. Performed substantive testing (including year-end cut¬off testing) by selecting samples of revenue transactionsrecorded during the year (and before and after the financialyear end), by verifying the underlying documents, whichincluded sales invoices, contracts and shipping documents,as applicable.
The Company routinely enters into development andcommercialisation arrangements relating to research anddevelopment of new products in the pharmaceutical sectorincluding collaboration with other pharmaceutical companiesleading to recognition of revenue from sale of services.Considering the complexity involved, recognition of revenue fromsuch contracts has also been considered as a key audit matter.
4. We have verified the terms of the agreement, invoices,confirmations and payments received by the Company forrevenues recognised during the year in relation to productsupply agreements.
5. Analysed the terms of development and commercialisationarrangements to determine that revenue is recognised forthe rights transferred under the contract having regard tothe performance obligations under the contract.
6. Tested manual journals posted to revenue to identifyunusual transactions.
See Note 30 (D) and (E) to standalone financial statements
The Company operates in a complex tax jurisdiction in Indiawith various tax exemptions available. The Company has paidminimum alternate tax (MAT) under Section 115JB of the Income-tax Act, 1961. The MAT paid would be available as offset over aperiod of 15 years. The MAT credit is recognised as a deferredtax asset that will be available for offset when the Company paysregular taxes under the provisions of Income-tax Act, 1961.
In assessing whether the deferred tax assets will be realised,the Company considers whether some portion or all of thedeferred tax assets will not be realised. The ultimate realisationof the deferred tax assets is dependent upon the generation offuture taxable income during the periods in which the temporarydifferences become deductible. The extent of recognition ofdeferred tax asset on account of MAT credit requires significantjudgment regarding the Company’s future taxable income whichwill result in utilisation of the MAT credit within the time limitsavailable under the applicable Income-tax laws and accordinglythe same has been considered as a key audit matter.
In view of the significance of the matter, we applied the followingaudit procedures in this area, among others to obtain sufficientappropriate audit evidence:
1. Tested the design, implementation and operatingeffectiveness of the Company’s key controls overrecognition of deferred tax asset relating to MAT credit.
2. Challenged the key business assumptions like profitmargins in the foreseeable future years against historicaldata and trends, to assess their reasonableness.
3. Analysed origination of MAT credit entitlement and assessedthe reasonableness of Company’s assessment in relationto its utilisation within the period allowed for carry forwardand set off against foreseeable forecast taxable incomestreams.
4. Evaluated appropriateness of taxation disclosures in thefinancial statements, including the disclosures made inrespect of the utilisation period of deferred tax assets inrelation to MAT credit entitlement.
See Note 5 to standalone financial statements
The Company has significant property, plant and equipmentwith respect to Agro Chemical Segment (‘CGU’). Owing to thecontinuous losses in the CGU, there is a risk of impairment thatthe carrying amount of the aforesaid assets are lower than itsrecoverable value.
1. Tested the design, implementation and operatingeffectiveness of the Company’s key controls overimpairment analysis of CGU.
The identification of impairment event and the determination ofimpairment charge requires application of significant judgement bythe Company. The value in use is determined based on a discountedcash flow model. It involves making certain assumptions, inparticular, with respect to the timing and amount of future cashflows of the asset and using estimates like long term growth rateand applicable discounting rates, due to the inherent uncertaintyand judgment in forecasting and discounting future cash flows.
Accordingly, impairment assessment of property, plant andequipment in the CGU is identified as a key audit matter.
2. Tested budgeting procedures upon which the cash flowforecasts were based. We also compared the actual pastperformances with the budgeted figures.
3. Involved valuation specialists to assist us in evaluatingthe key assumptions and methodology used by theCompany, in particular those relating to the forecast of therevenue growth, profit margins, terminal growth rate anddiscount rate. The valuation specialists also compared theassumptions to externally derived data in relation to keyinputs such as projected economic growth, competition,cost of inflation and discount rates.
4. Assessed the sensitivity of the outcome of impairmentassessment to changes in key assumptions.
5. Assessed the adequacy of the disclosures in accordancewith the applicable accounting standards.
The Company’s Management and Board of Directors areresponsible for the other information. The other informationcomprises the information included in the annual report, butdoes not include the financial statements and auditor’s reportthereon. The annual report is expected to be made available tous after the date of this auditor’s report.
Our opinion on the standalone financial statements does notcover the other information and we will not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationidentified above when it becomes available and, in doingso, consider whether the other information is materiallyinconsistent with the standalone financial statements or ourknowledge obtained in the audit, or otherwise appears to bematerially misstated.
When we read the annual report, if we conclude that there is amaterial misstatement therein, we are required to communicatethe matter to those charged with governance and take necessaryactions, as applicable under the relevant laws and regulations.
The Company’s Management and Board of Directors areresponsible for the matters stated in Section 134(5) of the Actwith respect to the preparation of these standalone financialstatements that give a true and fair view of the state of affairs,profit/ loss and other comprehensive income, changes in
equity and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including theIndian Accounting Standards (Ind AS) specified under Section133 of the Act. This responsibility also includes maintenance ofadequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selectionand application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; anddesign, implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuring theaccuracy and completeness of the accounting records, relevantto the preparation and presentation of the standalone financialstatements that give a true and fair view and are free frommaterial misstatement, whether due to fraud or error.
In preparing the standalone financial statements, theManagement and Board of Directors are responsible forassessing the Company’s ability to continue as a going concern,disclosing, as applicable, matters related to going concern andusing the going concern basis of accounting unless the Boardof Directors either intends to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing theCompany’s financial reporting process.
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a whole are freefrom material misstatement, whether due to fraud or error, and toissue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guaranteethat an audit conducted in accordance with SAs will alwaysdetect a material misstatement when it exists. Misstatementscan arise from fraud or error and are considered material if,individually or in the aggregate, they could reasonably beexpected to influence the economic decisions of users takenon the basis of these standalone 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 misstatement ofthe standalone financial statements, whether due to fraudor error, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, asfraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant tothe audit in order to design audit procedures that areappropriate in the circumstances. Under Section 143(3)
(i) of the Act, we are also responsible for expressing ouropinion on whether the company has adequate internalfinancial controls with reference to financial statements inplace and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by the Management andBoard of Directors.
• Conclude on the appropriateness of the Managementand Board of Directors use of the going concern basisof accounting in preparation of standalone financialstatements and, based on the audit evidence obtained,whether a material uncertainty exists related to eventsor conditions 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 financial statementsor, if such disclosures are inadequate, to modify ouropinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor’s report. However,future events or conditions may cause the Company tocease to continue as a going concern.
• Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
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 we identifyduring our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirementsregarding independence, and to communicate with themall relationships and other matters that may reasonably bethought to bear on our independence, and where 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 financial statementsof the current period and are therefore the key audit matters.We describe these matters in our auditor’s report unless law orregulation precludes public disclosure about the matter or when,in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverseconsequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
1. As required by the Companies (Auditor’s
Report) Order, 2020 (“the Order”) issued by theCentral Government of India in terms of Section143(11) of the Act, we give in the “Annexure A”a statement on the matters specified in paragraphs 3 and4 of the Order, to the extent applicable.
2 A. 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 as requiredby law have been kept by the Company so far asit appears from our examination of those booksexcept for the matter stated in the paragraph2(B)(f) below on reporting under Rule 11(g) of theCompanies (Audit and Auditors) Rules, 2014.
c. The standalone balance sheet, the standalonestatement of profit and loss (including othercomprehensive income), the standalonestatement of changes in equity and thestandalone statement of cash flows dealtwith by this Report are in agreement with thebooks of account.
d. In our opinion, the aforesaid standalonefinancial statements comply with the Ind ASspecified under Section 133 of the Act.
e. On the basis of the written representationsreceived from the directors as on 01 April 2025taken on record by the Board of Directors, noneof the directors is disqualified as on 31 March2025 from being appointed as a director interms of Section 164(2) of the Act.
f. the qualification relating to the maintenanceof accounts and other matters connectedtherewith are as stated in the paragraph 2(A)(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2(B)(f) below onreporting under Rule 11(g) of the Companies(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”.
B. 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, inour opinion and to the best of our information andaccording to the explanations given to us:
a. The Company has disclosed the impact ofpending litigations as at 31 March 2025 onits financial position in its standalone financialstatements - Refer Note 38 to the standalonefinancial statements.
b. The Company did not have any long¬term contracts including derivativecontracts for which there were any materialforeseeable losses.
c. There has been no delay in transferringamounts, required to be transferred, to theInvestor Education and Protection Fundby the Company.
d (i) The management has representedthat, to the best of their knowledge andbelief, as disclosed in the Note 43(ii) tothe standalone financial statements, nofunds have been advanced or loaned or
invested (either from borrowed funds orshare premium or any other sources orkind of funds) by the Company to or inany other person(s) or entity(ies), includingforeign entities (“Intermediaries”), withthe understanding, whether recorded inwriting or otherwise, that the Intermediaryshall directly or indirectly lend or invest inother persons 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.
(ii) The management has represented that,to the best of their knowledge and belief,as disclosed in the Note 43(iii) to thestandalone financial statements, no fundshave been received by the Companyfrom any person(s) or entity(ies), includingforeign entities (“Funding Parties”), withthe understanding, whether recorded inwriting or otherwise, that the Companyshall directly or indirectly, lend or invest inother persons or entities identified in anymanner whatsoever by or on behalf of theFunding Parties (“Ultimate Beneficiaries”)or provide any guarantee, security or thelike on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures thathave been considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has caused usto believe that the representations undersub-clause (i) and (ii) of Rule 11(e), asprovided under (i) and (ii) above, containany material misstatement.
e. The interim dividend declared and paid by theCompany during the year and until the date ofthis audit report is in accordance with Section123 of the Act.
f. Based on our examination which included testchecks, the Company has used an accountingsoftware for maintaining its books of accountwhich has a feature of recording audit trail(edit log) facility and the same has operatedthroughout the year for all relevant transactionsrecorded in the software except that the feature
of audit trail facility was not enabled at thedatabase level to log any direct data changesfor the accounting software used for financialreporting. Accounting software for which audittrail feature is enabled and operated, we didnot come across any instance of audit trailfeature being tampered with during the courseof our audit. Additionally, where audit trail(edit log) facility was enabled and operatedin the previous year, the audit trail has beenpreserved by the Company as per the statutoryrequirements for record retention.
C. With respect to the matter to be included in theAuditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information andexplanations given to us, the remuneration paid/payable by the Company to its directors during the
current year is in accordance with the provisionsof Section 197 of the Act. The remuneration paid/payable to any director is not in excess of the limitlaid down under Section 197 of the Act. The Ministryof Corporate Affairs has not prescribed other detailsunder Section 197(16) of the Act which are requiredto be commented upon by us.
For B S R and Co
Chartered AccountantsFirm’s Registration No.:128510W
Amit Kumar Bajaj
Partner
Place: Hyderabad Membership No.: 218685
Date: 28 May 2025 ICAI UDIN:25218685BMMKDJ6981