1. We have audited the accompanying standalone financialstatements of Cohance Lifesciences Limited (formerlyknown as Suven Pharmaceuticals Limited) ('the Company'),which comprise the Standalone Balance Sheet as at 31March 2025, the Standalone Statement of Profit and Loss(including Other Comprehensive Income), the StandaloneStatement of Cash Flow and the Standalone Statement ofChanges in Equity for the year then ended, and notes tothe standalone financial statements, including materialaccounting policy information and other explanatoryinformation, in which are included the returns for theyear ended on that date audited by the branch auditorof the Company's branch located at New Jersey, UnitedStates of America.
2. In our opinion and to the best of our information andaccording to the explanations given to us, and basedon the consideration of the report of the branch auditoras referred to in paragraph 15 below, the aforesaidstandalone financial statements give the informationrequired by the Companies Act, 2013 ('the Act') in themanner so required and give a true and fair view inconformity with the Indian Accounting Standards ('IndAS') specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules, 2015 andother accounting principles generally accepted in India, ofthe state of affairs of the Company as at 31 March 2025,and its profit (including other comprehensive income), itscash flows and the changes in equity for the year endedon that date.
3. We conducted our audit in accordance with the Standardson Auditing specified under section 143(10) of the Act.Our responsibilities under those standards are furtherdescribed in the Auditor's Responsibilities for the Audit ofthe Standalone Financial Statements section of our report.We are independent of the Company in accordance withthe Code of Ethics issued by the Institute of CharteredAccountants of India ('ICAO together with the ethicalrequirements that are relevant to our audit of thestandalone financial statements under the provisions ofthe Act and the rules thereunder, and we have fulfilledour other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that theaudit evidence we have obtained together with the auditevidence obtained by the branch auditor, in terms of theirreport referred to in paragraph 15 of the Other Mattersection below is sufficient and appropriate to provide abasis for our opinion.
4. Key audit matters are those matters that, in ourprofessional judgment, and based on the consideration ofthe report of the branch auditor as referred to paragraph15 below, were of most significance in our audit of thestandalone financial statements of the current period.These matters were addressed in the context of our auditof the standalone financial statements as a whole, and informing our opinion thereon, and we do not provide aseparate opinion on these matters.
5. We have determined the matter described below to be the key audit matter to be communicated in our report..
Key audit matter
How our audit addressed the key audit matter
Revenue Recognition
Our audit procedures included, but were not limited to, the
(Refer note 2.11 to the accompanying Standalone Financial
following:
Statements for material accounting policy information on
•
Obtained an understanding of the management's process
revenue recognition and note 26 for the related disclosure
for revenue recognition and assessed the appropriateness
made during the year)
of the accounting policy on revenue recognition in
The Company derives revenues primarily from manufacture and
accordance with Ind AS 115;
sale of Active Pharma Ingredients (API) including intermediates
Evaluated the design and tested the operating
and contract research services. The Company recognises the
effectiveness of key controls over the recognition and
revenue from contracts with customers in accordance with
measurement of revenue;
Ind AS 115 "Revenue from Contracts with Customers" ('Ind AS
Performed substantive analytical procedures on revenue
115') when the performance obligation is satisfied, which incase of sale of goods is determined to be at the point of timeand in case of contract research services is determined to be
such as ratio analysis, region-wise sale analysis, etc toidentify any unusual and/or material variances;
over time, when the customer obtains controls of the goodsand services. The revenue towards a performance obligationis measured based on the transaction price specified in the
Performed substantive testing on a selected samplesof revenue transactions recorded during the year, andtransactions recorded during a specific period before andafter year end, by inspecting supporting documents suchas invoices, agreements, dispatch memos, etc., to ensure
contract, net of discounts, returns and goods and services tax.
Revenue is a key performance indicator and with the diverseterms of contracts with customers, revenue is determined to bean area involving significant risk in line with the requirements
revenue is recognised in the correct period and withcorrect amounts;
of Standards on Auditing, and hence, requires significantauditor attention. Further, the application of Ind AS 115
Evaluated the appropriateness of the management'sassessment that the performance obligations arisingfrom the contract research satisfy the criteria for revenue
requires management to make certain significant judgements/estimates, such as determining the timing of revenue
recognition over time, in accordance with Ind AS 115;
recognition and transaction price, including the impact of
Tested the calculations of the profit share accounted on
variable consideration in the form of profit shares as per the
expected value method to underlying arrangements with
terms of contracts with the customers.
customers and other supporting documents;
Considering the diverse terms of contracts with customers,
Tested all the manual sales-related adjustments made
volume of the transactions, materiality of the amount involved,
to revenue to ensure the appropriateness of revenue
and significant attention required by the auditor as mentioned
recognition during the year; and
above, revenue recognition has been identified as a key audit
Assessed the adequacy and appropriateness of related
matter for the current year audit.
disclosures made in the standalone financial statementswith respect to revenue recognized during the year inaccordance with the applicable accounting standards.
Information other than the Standalone Financial Statements and Auditor's Report thereon
6. The Company's Board of Directors are responsible for the other information. The other information comprises the informationincluded in the Annual Report, but does not include the standalone financial statements and our auditor's report thereon.The Annual Report is expected to be made available to us after the date of this auditor's report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identifiedabove when it becomes available and, in doing so, consider whether the other information is materially inconsistent with thestandalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
When we read the Annual Report, if we concludethat there is a material misstatement therein, we arerequired to communicate the matter to those chargedwith governance.
7. The accompanying standalone financial statements havebeen approved by the Company's Board of Directors.The Company's Board of Directors are responsible for thematters stated in section 134(5) of the Act with respectto the preparation and presentation of these standalonefinancial statements that give a true and fair view of thefinancial position, financial performance including othercomprehensive income, changes in equity and cash flowsof the Company in accordance with the Ind AS specifiedunder section 133 of the Act and other accountingprinciples generally accepted in India. This responsibilityalso includes maintenance of adequate accountingrecords in accordance with the provisions of the Actfor safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities;selection and application of appropriate accountingpolicies; making judgments and estimates that arereasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, thatwere operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to thepreparation and presentation of the financial statementsthat give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
8. In preparing the standalone financial statements, theBoard of Directors is responsible for assessing theCompany's ability to continue as a going concern,disclosing, as applicable, matters related to going concernand using the going concern basis of accounting unlessthe Board of Directors either intends to liquidate theCompany or to cease operations, or has no realisticalternative but to do so.
9. The Board of Directors is also responsible for overseeingthe Company's financial reporting process.
10. Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraud
or error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted inaccordance with Standards on Auditing will always detecta material misstatement when it exists. Misstatementscan arise from fraud or error and are considered materialif, individually or in the aggregate, they could reasonablybe expected to influence the economic decisions of userstaken on the basis of these standalone financial statements.
11. As part of an audit in accordance with Standards onAuditing, specified under section 143(10) of the Act weexercise professional judgment and maintain professionalskepticism throughout the audit. We also:
• Identify and assess the risks of material misstatementof the standalone financial statements, whether dueto fraud or error, design and perform audit proceduresresponsive to those risks, and obtain audit evidencethat is sufficient and appropriate to provide a basisfor 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 control relevantto 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 referenceto financial statements in place and the operatingeffectiveness 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 Board of Directors'use of the going concern basis of accounting and,based on the audit evidence obtained, whethera material 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, weare required to draw attention in our auditor's reportto the related disclosures in the standalone financialstatements or, if such disclosures are inadequate, tomodify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our
auditor's report. However, future events or conditionsmay cause the Company to cease to continue as agoing concern;
• Evaluate the overall presentation, structure andcontent of the standalone financial statements,including the disclosures, and whether the standalonefinancial statements represent the underlyingtransactions and events in a manner that achieves fairpresentation; and
• Obtain sufficient appropriate audit evidence regardingthe business activities and financial statements of theCompany which includes financial information ofits branch, to express an opinion on the standalonefinancial statements. We are responsible for thedirection, supervision and performance of the audit offinancial statements of the Company, of which we arethe independent auditors. For the branch, included inthe standalone financial statements, which have beenaudited by the branch auditor, such branch auditorremain responsible for the direction, supervision andperformance of the audits carried out by them. Weremain solely responsible for our audit opinion.
12. We communicate with those charged with governanceregarding, among other matters, the planned scopeand timing of the audit and significant audit findings,including any significant deficiencies in internal controlthat we identify during our audit.
13. We also provide those charged with governance witha statement that we have complied with relevantethical requirements regarding independence, and tocommunicate with them all relationships and othermatters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
14. From the matters communicated with those charged withgovernance, we determine those matters that were ofmost significance in the audit of the standalone 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.
15. We did not audit the financial statement or one branchincluded in the standalone financial statements ofthe Company whose financial statement reflects totalassets of C2.18 Crores as at 31 March 2025, and the totalrevenues of CNil and net cash inflows of C0.78 Croresfor the year ended on that date. This financial statementhas been audited by the branch auditor whose reporthas been furnished to us by the management, and ouropinion on the standalone financial statements, in so faras it relates to the amounts and disclosures included inrespect of these branch and our report in terms of sub¬section (3) of section 143 of the Act in so far as it relates tothe aforesaid branch, is based solely on the report of suchbranch auditor.
Further, the above branch is located outside India whosefinancial statements and other financial information havebeen prepared in accordance with accounting principlesgenerally accepted in their respective country and whichhas been audited by branch auditor under generallyaccepted auditing standards applicable in its respectivecountry. The Company's management has converted thefinancial statements of such branches from accountingprinciples generally accepted in their respective countryto accounting principles generally accepted in India.We have audited these conversion adjustments madeby the Company's management. Our opinion on thestandalone financial statements, in so far as it relates tothe amounts and disclosures included in respect of suchbranch, is based on the report of branch auditor and theconversion adjustments prepared by the management ofthe Company and audited by us.
Our opinion above on the standalone financial statements,and our report on other legal and regulatory requirementsbelow, are not modified in respect of the above matterswith respect to our reliance on the work done by and thereport of the branch auditor.
16. The standalone financial statements of the Companyfor the year ended 31 March 2024 were audited bythe predecessor auditor, M/s Karvy & Co., CharteredAccountants who have expressed an unmodified opinionon those standalone financial statements vide their auditreport dated 30 May 2024.
17. The comparative financial information presented in theaccompanying standalone financial statements includesthe financial information of Casper Pharma PrivateLimited, the erstwhile subsidiary company (hereinafter
referred to as "Transferor Company"), for the year ended31 March 2024, pursuant to the scheme of amalgamationbetween the Company and the Transferor Company asexplained in Note 58 to the accompanying standalonefinancial statements. Such financial information of theTransferor Company for the year ended 31 March 2024has been audited by K. Nagaraju & Associates, whohave expressed unmodified opinion on those financialinformation vide their audit report dated 24 May 2024,which have been furnished to us by the management andhave been relied upon by us for the purpose of our auditof the accompanying standalone financial statements. Ouropinion is not modified in respect of the above matter.
18. As required by section 197(16) of the Act, based on ouraudit, we report that the Company has paid remunerationto its directors during the year in accordance with theprovisions of and limits laid down under section 197 readwith Schedule V to the Act.
19. As required by the Companies (Auditor's Report) Order,2020 ('the Order1) issued by the Central Government ofIndia in terms of section 143(11) of the Act we give inthe Annexure A a statement on the matters specified inparagraphs 3 and 4 of the Order, to the extent applicable.
20. Further to our comments in Annexure A, as requiredby section 143(3) of the Act based on our audit, and onthe consideration of the report of the branch auditor asreferred to in paragraph 15 above, we report, to the extentapplicable, that:
a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purpose of our audit ofthe accompanying standalone financial statements;
b) Except for the matters stated in paragraph 20(i)(vi)below on reporting under Rule 11(g) of the Companies(Audit and Auditors) Rules, 2014 (as amended), in ouropinion, proper books of account as required by lawhave been kept by the Company so far as it appearsfrom our examination of those books and properreturns adequate for the purposes of our audit havebeen received from the branch not visited by us;
c) The report on the accounts of the branch office of theCompany audited under section 143(8) of the Act bythe branch auditor has been sent to us and have beenproperly dealt with by us in preparing this report;
d) The standalone financial statements dealt with by thisreport are in agreement with the books of accountand with the return received from the branch notvisited by us;
e) In our opinion, the aforesaid standalone financialstatements comply with Ind AS specified undersection 133 of the Act;
f) On the basis of the written representations receivedfrom the directors and taken on record by the Boardof Directors, none of the directors is disqualified as on31 March 2025 from being appointed as a director interms of section 164(2) of the Act;
g) The qualification relating to the maintenance ofaccounts and other matters connected therewith areas stated in, paragraph 20(b) above on reporting undersection 143(3)(b) of the Act and paragraph 20(i)(vi)below on reporting under Rule 11(g) of the Companies(Audit and Auditors) Rules, 2014 (as amended);
h) With respect to the adequacy of the internal financialcontrols with reference to financial statements of theCompany as on 31 March 2025 and the operatingeffectiveness of such controls, refer to our separatereport in Annexure B wherein we have expressed anunmodified opinion; and
i) With respect to the other matters to be includedin the Auditor's Report in accordance with rule 11of the Companies (Audit and Auditors) Rules, 2014(as amended), in our opinion and to the best ofour information and according to the explanationsgiven to us and based on the consideration ofthe report of the branch auditor as referred to inparagraph 15 above:
(i) The Company, as detailed in note 37 to thestandalone financial statements, has disclosedthe impact of pending litigations on its financialposition as at 31 March 2025;
(ii) The Company did not have any long-termcontracts including derivative contracts for whichthere were any material foreseeable losses as at31 March 2025;
(iii) There were no amounts which were requiredto be transferred to the Investor Education andProtection Fund by the Company during the yearended 31 March 2025;
(iv)
a. The management has represented that, to thebest of its knowledge and belief, as disclosed innote 57(i) to the standalone financial statements,no funds have been advanced or loaned orinvested (either from borrowed funds or securitiespremium or any other sources or kind of funds) bythe Company to or in any person(s) or entity(ies),including foreign entities ('the intermediaries'),with the understanding, whether recorded inwriting or otherwise, that the intermediary shall,whether, directly or indirectly lend or invest inother persons or entities identified in any mannerwhatsoever by or on behalf of the Company ('theUltimate Beneficiaries') or provide any guarantee,security or the like on behalf the UltimateBeneficiaries;
b. The management has represented that, to the bestof its knowledge and belief, as disclosed in note57(ii) to the standalone financial statements, nofunds have been received by the Company from anyperson(s) or entity(ies), including foreign entities('the Funding Parties'), with the understanding,whether recorded in writing or otherwise, that theCompany shall, whether directly or indirectly, lendor invest in other persons or entities identified inany manner whatsoever by or on behalf of theFunding Party ('Ultimate Beneficiaries') or provideany guarantee, security or the like on behalf of theUltimate Beneficiaries; and
c. Based on such audit procedures performed as
considered reasonable and appropriate in thecircumstances, nothing has come to our noticethat has caused us to believe that the managementrepresentations under sub-clauses (a) and (b)above contain any material misstatement.
(v) The Company has not declared or paid anydividend during the year ended 31 March 2025.
(vi) As stated in Note 44 to the standalonefinancial statements and based on ourexamination which included test checks,except for instances/matters mentioned below,the Company, in respect of financial yearcommencing on or after 1 April 2024, has usedaccounting software for maintaining its booksof account which have a feature of recordingaudit trail (edit log) facility and the same havebeen operated throughout the year for allrelevant transactions recorded in the software.Further, during the course of our audit we didnot come across any instance of audit trailfeature being tampered with, other than theconsequential impact of the exceptions givenbelow. Furthermore, except for instances/matters mentioned below the audit trail hasbeen preserved by the Company as per thestatutory requirements for record retention.
Nature of exception noted
Details of Exception
Instances of accounting software for maintaining booksof account which did not have a feature of recordingaudit trail (edit log) facility.
The accounting software (ADP) used for maintenance of payrollrecords of the Company did not have a feature of recording audit trail(edit log) facility.
Instances of accounting software for maintaining booksof account for which the feature of recording audit trail(edit log) facility was not operated throughout the yearfor all relevant transactions recorded in the software.
The audit trail feature was not enabled at the database level foraccounting software (SAP) to log any direct data changes, used formaintenance of accounting records.
Instances of accounting software maintained by a thirdparty where we are unable to comment on the audit trailfeature at database level.
The accounting software used for maintenance of accountingsoftware (Tally) is operated by a third-party software service provider.In the absence of any information on existence of audit trail (edit logs)for any direct changes made at the database level in the 'IndependentService Auditor's Assurance Report on the Description of Controls,their Design and Operating Effectiveness' ('Type 2 report' issued inaccordance with SAE 3402, Assurance Reports on Controls at a ServiceOrganization), we are unable to comment on whether audit trailfeature with respect to the database of the said software was enabledand operated throughout the year.
Instance of accounting software for maintaining booksof account for which the feature of recording audit trail(edit log) facility was not operated effectively during thereporting period.
The accounting software used for maintenance of payroll records(Darwin Box) is operated by a third-party software service provider.The 'Type 2 report' issued by the Independent Service Auditor inaccordance with SAE 3402 (Revised), did not demonstrate whetherthe audit trail feature specifically captures the details of what data waschanged at the database level for a third-party accounting softwareused for maintenance of employee records of the Company.
For Walker Chandiok & Co LLP
Chartered AccountantsFirm's Registration No.: 001076N/N500013
Ashish Gupta
Partner
Membership No.: 504662UDIN: 25504662BMOOFZ1943
Place: HyderabadDate: 28 May 2025