We have audited the accompanying standalone financial statements of Bilcare Limited ("the Company"), which comprise the Balance Sheet as at31 March 2025, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of Changesin Equity for the year then ended and notes to the standalone financial statements, including a summary of material accounting policies and otherexplanatory information (hereinafter referred to as "the standalone financial statement").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give theinformation required by the Companies Act, 2013 ("the Act") in the manner so required and give a true and fair view in conformity with the IndianAccounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 as amended ("IndAS") and other accounting principles generally accepted in India, of the state of affairs (financial position) of the Company as at 31 March 2025, andits profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.
Basis for opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("Standards" or "SAs") specified undersection 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's responsibilities for the Audit of thestandalone 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") togetherwith the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules madethereunder, and we have fulfilled our other ethical responsibilities in accordance with these 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 opinion on the standalone financialstatements.
Material Uncertainty Related to Going Concern
With reference to Note No. 40, the Company has incurred consecutive losses in past two years indicating the existence of a material uncertainty thatmay cast significant doubt on the Company's ability to continue as a going concern. However, based on discussions with management, the Company'sability to continue as a going concern is dependent upon factors such as the execution of its strategic plans, projected cash flows, and future businessprospects for the GCS business. In view of the positive outlook for the GCS business, as represented by the management, the statements have beenprepared on a going concern basis.
Our opinion is not modified with respect of this above matter.
Emphasis of matters
We would like to bring your attention to
Note No. 32 in the standalone financial statements regarding the financial contingency related to a loan taken from the Council of Scientific & IndustrialResearch (CSIR).
Note No. 35 in the standalone financial statements which states that the Company had planned to sell certain capital assets in FY 2023-24 and FY2024-25. Accordingly, the assets scheduled for sale in FY 2023-24 continue to be classified as 'assets held for sale' as of 31 March 2025, along withother assets intended for sale in FY 2024-25.
Note No. 38 in the standalone financial statements with regard to the transfer of public fixed deposit liabilities to Caprihans India Limited (CIL) basedon the business transfer agreement and it is the responsibility of the Company to ensure compliances with the said public fixed deposits.
Note no. 39 in the standalone financial statements with respect to ongoing investigations by the SFIO reflected in the Company's statement. TheCompany has filed a writ petition challenging the investigation, and the matter remains sub-judice.
Our opinion is not modified with respect to these matters of emphases.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements ofthe current period. These matters were addressed in the context of our audit of the standalone financial statements taken as a whole; in forming ouropinion thereon and we do not provide a separate opinion on these matters. We have determined the key audit matters as described below:
Key audit matter
How our audit addressed the key audit matters
Provisions and contingent liabilities relating to taxation,litigations, and claims - refer note 32 of the standalonefinancial statements:
The provisions and contingent liabilities relate to ongoing litigationsand claims with various authorities and third parties etc. These relate todirect tax, indirect tax, transfer pricing arrangements, claims, generallegal proceedings, and other eventualities arising in the regular courseof business.
As at the year ended 31 March 2025, the amounts involved aresignificant. The computation of a provision or contingent liabilityrequires judgment by the Company because of the inherent complexityin estimating future costs. The amount recognized as a provision isthe best estimate of the expenditure. The provisions and contingentliabilities are subject to changes in the outcomes of litigations andclaims and the positions taken by the Company as it involves judgmentand estimation to determine the likelihood and timing of the cashoutflows and interpretations of the legal aspects, tax legislations andjudgments previously made by authorities.
Considering these factors, in the context of our audit this matter wasof significance and hence a key audit matter.
Our key audit procedures included:
• Testing the design, implementation and operating effectivenessof key internal controls around the recognition and measurementof provisions and re-assessment of contingent liabilities and itsdevelopment.
• To assess the value of significant provisions and contingent liabilities,on sample basis, in light of the nature of the exposures, applicableregulations and related correspondence with the authorities, if any.
• Inquiring about the status in respect of significant provisions andcontingent liabilities with the Company's internal tax and legalteam. We assessed the assumptions and critical judgments madeby the Company which impacted the computation of the provisionsand inspected the computation and estimates of outcome andfinancial effect.
• Evaluating agreements, other documentation and judgments madeby the Company by comparing the prior years' outstanding to theactual outcome during the year (if any).
• Assessing the company's disclosures in the financial statementsregarding provisions and contingent liabilities.
Information other than the standalone financial statements and auditor's report thereon
The Company's Management and Board of Directors are responsible for the preparation of the other information. The other information comprisesthe information included in the Company's annual report but does not include the standalone financial statements and auditor's report thereon.The Company's 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 do not express any form of assurance conclusionthereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above and, in doingso, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained duringthe course of our audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is amaterial misstatement of this other information, we are required to report that fact to communicate the matter to those charged with governance.
Managements and Board of Directors responsibilities for the standalone financial statements
The Company's Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income,cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including the Ind AS.This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of theassets 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 financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation andpresentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraudor error.
In preparing the standalone financial statements, Company's Management are responsible for assessing the Company's ability to continue as agoing concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless managementeither intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are responsible for overseeing the Company's financial reporting process.
Auditor's responsibilities for the audit of the standalone financial statements
Our objectives are to obtain reasonable assurance about whether the standalone 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 isnot a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economicdecisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
A. Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error, design and performaudit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The riskof 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.
B. 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 financialcontrols with reference to standalone financial statements and the operating effectiveness of such controls.
C. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made bymanagement.
D. 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 asa going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the relateddisclosures in the standalone financial statements 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 may cause the Company to cease tocontinue as a going concern.
E. Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether thestandalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable thatthe economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We consider quantitativemateriality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effectof any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significantaudit 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 whereapplicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit ofthe standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's reportunless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter shouldnot be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interestbenefits of such communication.
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 section143(11) of the Act, we give in the "Annexure A" to this report, a statement on the matters specified in paragraphs 3 and 4 of the Order, to theextent applicable.
2. As required by section 143 (3) of the Act and 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 and belief were necessary for thepurposes of our audit;
b) 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 thosebooks except for the matters stated in the paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors)Rules, 2014;
c) The balance sheet, the statement of profit and loss (including other comprehensive income), statement of changes in equity and the statementof cash flows dealt with by this report are in agreement with the books of account;
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under section 133 of the Act; as amended;
e) On the basis of the written representations received from the directors as on 31 March 2025 taken on record by the Board of Directors, noneof 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 the paragraph 2 (b) aboveon reporting under Section 143(3)(b) of the Act and paragraph 2(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014;
g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and theoperating effectiveness of such controls, refer to our separate Report in "Annexure B"; our report expresses an unmodified opinion on theadequacy and operating effectiveness of the Company's internal financial controls with reference to standalone financial statements;
h) With respect to the other matters to be included in the auditor's report in accordance with the requirements of section 197(16) of the Act, asamended, we report that in our opinion and to the best of our information and according to the explanations given to us, the remunerationpaid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. The remuneration paid toany director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed otherdetails under Section 197(16) of the Act which are required to be commented upon by us and
i) 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, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its standalone financialstatements - refer note 32 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses asat 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 theyear ended 31 March 2025.
iv. Reporting on rule 11(e):
(a) The Management has represented that, to the best of its knowledge and belief, as stated in note no. 37B(e), no funds (which arematerial either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or sharepremium or any other sources or kind 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 Intermediary shall, directly or indirectlylend 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, as stated in note no. 37B(f), no funds (which arematerial either individually or in the aggregate) have been received by the Company from any person(s) or entity(ies), including foreignentities ("Funding Parties"), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly orindirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party ("UltimateBeneficiaries") or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures that has been considered reasonable and appropriate in the circumstances, nothing has come to ournotice 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.
v. During the previous year, the Company has not declared/paid dividend. Accordingly, reporting under section 123 of the Act is notapplicable.
vi. Based on our examination which included test checks, except for the instances mentioned below, the Company has used accounting softwarefor maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout theyear for all relevant transactions recorded in the software. Further, during the course of our audit, we did not come across any instance of theaudit trail feature being tampered with. Additionally, the audit trail has been preserved by the Company as per the statutory requirementsfor record retention, other than the consequential impact of exception mentioned below (Refer note no. 37B(j) to the standalone financialstatements).
The Company uses the services of a third-party service provider for payroll processing and Quote generation, and in the absence of a ServiceOrganisation Control Type 2 report i.e. SOC 2, specifically covering the maintenance of the audit trail, we are unable to comment on whetherthe audit trail feature of the said software's was enabled and operated throughout the year for all relevant transactions recorded in thesoftware or whether there are any instances of the audit trail feature been tampered with.
For Sharp & Tannan Associates
Chartered AccountantsFirm's Registration no. 109983Wby the hand of
CA Arnob Choudhuri
Partner
Membership no.(F) 156378
Pune, 28 May 2025 UDIN: 25156378BMMJZA7108