1. We have audited the accompanying financial statements
of Jagsonpal Pharmaceuticals Limited ('the Company'),
which comprise the Balance Sheet as at 31 March 2025,
the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Cash Flow
and the Statement of Changes in Equity for the year
then ended, and notes to the financial statements,
including material accounting policy information and
other explanatory information.

2. In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
financial statements give the information required by
the Companies Act, 2013 ('the Act') in the manner so
required and give a true and fair view in conformity with
the Indian Accounting Standards ('Ind AS') specified
under section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and other
accounting principles generally accepted in India, of the
state of affairs of the Company as at 31 March 2025, and
its profit (including other comprehensive income), its
cash flows and the changes in equity for the year ended
on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing specified under section 143(10)
of the Act. 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 ('ICAI') 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.

Key Audit Matters

4. Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the financial statements of the current
period. These matters were addressed in the context
of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide
a separate opinion on these matters.

5. We have determined the matters described below to be
the key audit matters to be communicated in our report.

Business combination

Refer to Note 2(d)(iv) and 44 to the financial statements
for material accounting policy information and business
combination related disclosure respectively.

During the current year, the Company entered into a
business transfer agreement and acquired the business
of dermatology and childcare divisions of Yash Pharma
Laboratories Private Limited.

The Company has determined the aforesaid acquisition
to be a business and has accounted this acquisition using
the acquisition method of accounting in accordance with
Ind AS 103 'Business Combinations' ('Ind AS 103'), which
requires the identified assets and liabilities to be recognised
at fair value at the date of acquisition, with the excess of
the purchase consideration over the fair value of identified
assets and liabilities as goodwill.

Pursuant to the acquisition, the Company has acquired and
accounted for identifiable intangible assets amounting to
INR 823.04 million, mainly comprising brands, technical
know-how and non-compete right and goodwill of INR
96.93 million at the date of acquisition representing a
significant portion of the purchase price being attributable
to aforesaid assets.

The Company has appointed an external valuation expert
to perform valuation of assets/liabilities for the purpose of
allocation of the purchase price to the identified assets and
liabilities including identified intangible assets acquired
using various valuation models adopted by the expert,
which involved significant judgements and estimates
including the method used, future projections, relevant
growth rates and the discount rate.

Considering the significance of the acquisition to the
overall financial statement, the significant judgement
and estimates involved and the significant auditor
attention required to test such management judgement
and estimates, the accounting and valuation of aforesaid
business combination has been considered as a key audit
matter for the current year audit.

Information other than the Financial Statement
and Auditor's Report thereon

6. The Company's Board of Directors are responsibl
for the other information. The other informatio
comprises the information included in the Annua
Report, but does not include the financial statement
and our auditor's report thereon. The Annual Report i
expected to be made available to us after the date o
this auditor's report.

Our opinion on the financial statements does not cove
the other information and we do not express any forn
of assurance conclusion thereon.

Our audit procedures with respect to said business combination

included, but were not limited to, the following:

- Obtained an understanding from the management with
respect to business combination process and assessed
the appropriateness of the Company's accounting policy
related to business combination in accordance with Ind AS
103;

- Evaluated the design and tested the operating effectiveness
of the key controls over the accounting of business
combination which includes valuation of identified assets
and liabilities acquired under the business combination;

- Obtained an understanding of the terms of agreements
entered by the Company for the said acquisition to
evaluate management's assessments towards control over
the business and the acquisition date in accordance with
Ind AS 103;

- Obtained management's external valuation expert's report
on purpose price allocation and evaluated the competence,
capabilities and objectivity of management's expert;

- Involved auditor's valuation expert to assist us in evaluating
the appropriateness of the valuation models and the
reasonableness of underlying key assumptions used by
management's expert in determining the fair value of
identified assets and liabilities as at the acquisition date;

- Assessed the reasonableness of assumptions used and
tested the projections included in the valuation models
based on our understanding of the business and market
conditions, with specific attention to inputs involving
estimation and judgement, as identified by performing
sensitivity analysis;

- Tested the arithmetical accuracy of management's
computations and valuation model; and

- Evaluated the adequacy and appropriateness of the
disclosures made in the financial statements in accordance
with applicable accounting standards.

In connection with our audit of the financial statements,
our responsibility is to read the other information
identified above when it becomes available and, in
doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise
appears to be materially misstated.

When we read the Annual Report, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance.

Responsibilities of Management and Those
Charged with Governance for the Financial
Statements

7. The accompanying financial statements have been
approved by the Company's Board of Directors. The
Company's Board of Directors are responsible for
the matters stated in section 134(5) of the Act with
respect to the preparation and presentation of these
financial statements that give a true and fair view of
the financial position, financial performance including
other comprehensive income, changes in equity and
cash flows of the Company in accordance with the
Ind AS specified under section 133 of the Act and
other accounting principles generally accepted in
India. This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding of 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; and design,
implementation and maintenance of adequate internal
financial controls, that were 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.

8. In preparing the financial statements, the Board of
Directors 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 the Board
of Directors either intends to liquidate the Company or
to cease operations, or has no realistic alternative but
to do so.

9. The Board of Directors is also responsible for overseeing
the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the
Financial Statements

10. 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 Standards on
Auditing 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.

11. As part of an audit in accordance with Standards on
Auditing, specified under section 143(10) of the Act
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 Act we are also responsible
for expressing our opinion on whether the
Company has adequate internal financial controls
with reference to financial statements 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 Board of
Directors' 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; and

• 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.

12. 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.

13. 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.

14. From the matters communicated with those charged
with governance, we determine those matters that

were of most significance in the audit of the financial
statements of the current period and are therefore
the key audit matters. We describe these matters in
our auditor's report unless law or regulation precludes
public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should
not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits
of such communication.

Report on Other Legal and Regulatory
Requirements

15. As required by section 197(16) of the Act, based
on our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor's Report) Order,
2020 ('the Order') issued by the Central Government of
India in terms of section 143(11) of the Act we give in
the Annexure I a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by
section 143(3) of the Act based on our audit, we report,
to the extent applicable, 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 of the accompanying
financial statements;

b) Except for the matters stated in paragraph 17(h)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014
(as amended), in our opinion, proper books of
account as required by law have been kept by the
Company so far as it appears from our examination
of those books. Further, the back-up of the books
of accounts and other books and papers for one
of the software of the Company maintained in
electronic mode has not been maintained on
servers physically located in India, on a daily basis;

c) The financial statements dealt with by this report
are in agreement with the books of account;

d) In our opinion, the aforesaid financial statements
comply with Ind AS specified under section 133 of
the Act;

e) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 March 2025 from being
appointed as a director in terms of section 164(2)
of the Act;

f) The modification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 17(b) above on reporting
under section 143(3)(b) of the Act and paragraph
17h(vi) below on reporting under Rule 11(g) of the

Companies (Audit and Auditors) Rules, 2014 (as
amended);

g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 March 2025
and the operating effectiveness of such controls,
refer to our separate report in Annexure II wherein
we have expressed an unmodified opinion; and

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
(as amended), in our opinion and to the best of
our information and according to the explanations
given to us:

i. the Company, as detailed in note 38 to the
financial statements, has disclosed the impact
of pending litigations on its financial position
as at 31 March 2025;

ii. the Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2025;

iii. there were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company during
the year ended 31 March 2025;

iv. (a) The management has represented that,

to the best of its knowledge and belief,
as disclosed in note 45(i) to the financial
statements, no funds have been
advanced or loaned or invested (either
from borrowed funds or securities
premium or any other sources or kind
of funds) by the Company to or in any
person(s) or entity(ies), including foreign
entities ('the 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 ('the Ultimate Beneficiaries')
or provide any guarantee, security or the
like on behalf the Ultimate Beneficiaries;

(b) The management has represented
that, to the best of its knowledge and
belief, as disclosed in note 45(ii) to the
financial statements, no funds have
been received by the Company from any
person(s) or entity(ies), including foreign
entities ('the 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; and

(c) Based on such audit procedures
performed as considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
management representations under
sub-clauses (a) and (b) above contain
any material misstatement.

v. The final dividend paid by the Company
during the year ended 31 March 2025 in
respect of such dividend declared for the
previous year is in accordance with section
123 of the Act to the extent it applies to
payment of dividend. Further as stated in
note 35(b) to the accompanying financial
statements, the Board of Directors of the
Company have proposed final dividend
for the year ended 31 March 2025 which is
subject to the approval of the members at
the ensuing Annual General Meeting. The
dividend declared is in accordance with
section 123 of the Act to the extent it applies
to declaration of dividend; and

vi. As stated in Note 46 to the financial
statements and based on our examination
which included test checks, the Company,
in respect of financial year commencing
on 1 April 2024, has used an accounting

software for maintaining its books of account
which has a feature of recording audit trail
(edit log) facility and the same has been
operated throughout the year for all relevant
transactions recorded in the software except
that the audit trail feature at the database
level was enabled only for certain key users to
log any direct data changes in the accounting
software. Further, during the course of our
audit we did not come across any instance
of audit trail feature being tampered with,
other than the consequential impact of
the exception given above. Furthermore,
other than the consequential impact of the
exception given above the audit trail has
been preserved by the Company as per the
statutory requirements for record retention
from the date audit trail was enabled.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm's Registration No.: 001076N/N500013

Madhu Sudan Malpani

Partner

Membership No.: 517440
UDIN: 25517440BMLKDH6624

Place: Gurugram
Date: 06 May 2025