We have audited the accompanying financial statements of SPECIALITY MEDICINES LIMITED (Formerly knownas “SPECIALITY MEDICINES PRIVATE LIMITED”) (''the Company"), which comprise the balance sheet as atMarch 31,2025, the statement of profit and loss, and the cash flow statement for the year then ended, and a summaryof 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 aforesaidstandalone financial statements give the information required by the Companies Act, 2013 (‘Act’) in the manner sorequired and give a true and fair view in conformity with the accounting principles generally accepted in India, of thestate of affairs of the Company as at March 31,2025, its profit and cash flows for the year ended on that date.
We conducted our audit of financial statement in accordance with the Standards on Auditing specified under section143 (10) of the Companies Act, 2013. Our responsibilities under those Standards are further described in theAuditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of theCompany 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 provisionsof the Act and the rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance withthese requirements and the ICAI’s Code of Ethics.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion on the financial statements.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of thefinancial statements of the current period. These matters were addressed in the context of our audit of the financialstatements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on thesematters.
We have determined the matters described below to be the key audit matters to be communicated in our report. Wehave fulfilled the responsibilities described in the Auditors’ responsibilities for the audit of the Financial Statementssection of our report, including in relation to these matters. Accordingly, our audit included the performance ofprocedures designed to respond our assessment of the risks of material misstatement of the Financial Statements.The results of our audit procedures, including the procedures performed to address the matters below, provide thebasis for our audit opinion on the accompanying Financial Statements.
The key audit matters
How our audit addressed the key audit matter
Revenue Recognition:
The revenue of the Company consists primarily of sale offinished pharmaceutical formulations and othermedicines in local and international market.
Revenue is recognized when the control of products istransferred to the customer and there is no unfulfilledobligation.
Our key audit procedures around revenue recognitionincluded, but were not limited to, the following:
• Evaluated the design and tested the operatingeffectiveness of the relevant key controls withrespect to revenue recognition including generaland specific information technology controls.
Owing to the volume of sales transactions, size of thedistribution network and varied terms of contracts withcustomers, revenue is determined to be an area involvingsignificant risk in line with the requirements of theStandards on Auditing and hence, requiring significantauditor attention.
• Performed substantive testing on selectedsamples of revenue transactions recorded duringthe year by testing the underlying documentsincluding invoices, goods dispatch notes, shippingdocuments and customer receipts, whereverapplicable.
The Company’s board of directors is responsible for the preparation of the other information. The other informationcomprises the information included in the Board’s Report including Annexures to Board’s Report, BusinessResponsibility 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 ofassurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, indoing so, consider whether the other information is materially inconsistent with the financial statements or ourknowledge obtained during the course of our audit or otherwise appears to be materially misstated. If, based on thework we have performed, we conclude that there is a material misstatement of this other information, we are requiredto report that fact. We have nothing to report in this regard.
The Company’s Board of Directors is 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 thefinancial position, financial performance and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy andcompleteness of the accounting records, relevant to the preparation and presentation of the financial statements thatgive 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 asa going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless management either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free frommaterial 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 accordancewith SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error andare considered material if, individually or in the aggregate, they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticismthroughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud orerror, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. The risk of not. detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, as. fraud may involve collusion, forgery, intentionalomissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the 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 internal financial controls system in place and the operatingeffectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates andrelated disclosures made by management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, basedon the audit evidence obtained, whether a material uncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in thefinancial statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based onthe audit evidence obtained up to the date of our auditor's report. However, future events or conditions maycause 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 achievesfair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes itprobable that the economic decisions of a reasonably knowledgeable user of the financial statements may beinfluenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work andin evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financialstatements
We communicate with those charged with governance regarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including any significant deficiencies in internal control that weidentify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethicalrequirements regarding independence; and to communicate with them all relationships and other matters that mayreasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of mostsignificance in the audit of the financial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matteror when, in extremely rare circumstances, we determine that a matter should not be communicated in our reportbecause the adverse consequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication
1. As required by the Companies (Auditor’s Report) Order, 2020 (the “Order”) issued by the Central Government interms of Section 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs3 and 4 of the Order.
2. As required by Section 143(3) of the Act, based on our audit we report that:
a) we have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
b) in our opinion proper books of account as required by law have been kept by the Company so far as itappears from our examination of those books;
c) the Balance Sheet, the Statement of Profit and Loss, the Statement of Cash Flows dealt with by this Reportare in agreement with the books of account;
d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;
e) on the basis of the written representations received from the directors as on March 31,2025 taken on recordby the Board of Directors, none of the directors is disqualified as on March 31,2025 from being appointedas a director in terms of Section 164(2) of the Act;
f) With respect to the adequacy of the internal financial controls over financial reporting of the Company andthe operating effectiveness of such controls, refer to our separate report in ‘Annexure B”;
g) With respect to the other matters to be included in the Auditor’s report in accordance with the requirementsof Sec 197(16) of the Act as amended, in our opinion and according to the information and explanationsgiven to us, the remuneration paid by the Company to its directors during the current year is in accordancewith the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of thelimit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other detailsunder Section 197(16) of the Act which are required to be commented upon by us.
3. 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 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 for which there were anymaterial foreseeable losses.
(iii) There were no amounts which were required to be transferred to the Investor Education and Protection Fundby the Company.
(iv) (i) The management has represented that, to the best of it’s knowledge and belief, no funds have been
advanced or loaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the company to or in any other person(s) or entity(ies), including foreign entities(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediaryshall, whether, directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the company (“Ultimate Beneficiaries”) or provide any guarantee, securityor the like on behalf of the Ultimate Beneficiaries;
(ii) The management of the company has represented that, to the best of it's knowledge and belief, no funds
have been received by the company from any person(s) or entity(ies), including foreign entities ("FundingParties"), 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 mannerwhatsoever 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
(iii) Based on the audit procedures that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representationsunder sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any materialmisstatement.
(v) There were no amount of dividend declared or paid during the year by the company.
(vi) Based on our examination which included test checks, the Company has used accounting software formaintaining its books of account which has a feature of recording audit trail (edit log) facility and the samehas operated throughout the year for all relevant transactions recorded in the software. However, the audittrail feature is not enabled for certain direct changes to data when using certain access rights and at thedatabase level for the accounting software, as described in note 37 to the financial statements. Further,during the course of our audit we did not come across any instance of audit trail feature being tampered within respect of the accounting software.
As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1,2023, reportingunder Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per thestatutory requirements for record retention is not applicable for the financial year ended March 31,2025.
(vii) The Ministry of Corporate Affairs (MCA) has amended the Rule 3 of Companies (Accounts) rules, 2014 byway of notification dated 31st March, 2022. Accordingly, requirement to have accounting software with afeature of recording audit trail is adopted by the company.
For M/s A K Ostwal & Co,Chartered AccountantsFRN: 107200W
Place: Surat M.No. 140574
Date: August 27, 2025 UDIN: 25140574BMGSID8896