Auditor Report of Jagsonpal Pharmaceuticals Ltd.

Mar 31, 2025

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.

Key audit matters	How our audit addressed the key audit matters
Revenue from sale of products:	Our audit procedures in relation to revenue from sale of
Refer notes 2(d)(vii) and 21 to the financial statements for	products included, but were not limited to the following:
material accounting policy information and revenue related	- Obtained understanding of the revenue business processes
disclosures respectively.	of the Company;
The Company recognises revenue from the sale of	- Assessed the appropriateness of revenue recognition
pharmaceutical products when control of such products is	policy of the Company in accordance with Ind AS 115;
transferred to the customer and there are no longer any	- Involved our IT specialists to evaluate the design and test
unfulfilled obligations. Revenue towards a performance obligation is measured at the amount of transaction price allocated to that performance obligation and is accounted for net of rebates or discounts.	operating effectiveness of IT general controls and key automated controls of the Company''s IT system which is used for revenue recognition;
	- Evaluated the design and tested the operating effectiveness
The Company has a large number of customers operating in	of key manual controls over revenue recognition;
various geographies throughout the country and the sales contracts / arrangements with such customers have distinct	- Performed substantive analytical procedures which
/ varying commercial terms. Accordingly, the Application/ applicability. of Ind AS 115, Revenue from Contracts with Customers (''Ind AS 115'') requires management to	includes margin analysis and period-on-period variance analysis on revenue recognised during the year to identify any unusual indicators/trends;
make certain judgement / estimates such as determining	- Performed test of details by selecting samples of revenue
timing of transfer of control for revenue recognition and	transactions pertaining to sale of products recorded during
determining transaction price as per the terms of the	the year and verified the underlying supporting documents
contracts and arrangements.	including contracts / agreements, sales invoices, proofs of
Further, the Company considers revenue as a key	dispatch and delivery etc.;
benchmark for evaluating performances and hence, there is	- Performed testing by selecting samples pertaining to
risk of revenue being overstated due to pressure to achieve	revenue transactions recorded during specific period
targets and earning expectations and therefore, in line with	before the year end and after the year end to ensure
the requirements of the Standards on Auditing, revenue is	revenue from such transactions is recorded in the correct
determined to be an area involving significant risk which	period;
requires significant auditor attention.

Key audit matters

How our audit addressed the key audit matters

Owing to the amounts involved, volume of sales transactions, distinct/varied terms of contracts with customers and above-mentioned judgement /estimates, revenue from sale of products has been considered as a key audit matter for current year audit.

- Obtained management workings for amounts recognised towards rebates/discounts and returns during the year and as at year end. On a sample basis, tested the underlying calculations for amounts recorded as accruals and provisions towards the aforementioned obligations, as per the terms of related contracts and regulations, and traced the underlying data to source documents; and - Evaluated the appropriateness and adequacy of the related presentation and disclosures made in the financial statements in accordance with the requirements of applicable accounting standards

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

---

Mar 31, 2024

1. We have audited the accompanying financial statements of Jagsonpal Pharmaceuticals Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2024, 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 2024, 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 Matter

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 matter described below to be the key audit matters to be communicated in our report.

Key audit matter

How our audit addressed the key audit matter

Revenue from sale of products Refer notes 2(d)(iv) and 22 to the financial statements for accounting policy and revenue related disclosures respectively. The Company recognises revenue from the sale of pharmaceuticals products when control of products is transferred to the customer and there are no longer any unfulfilled obligations. The Company has a large number of customers operating in various geographies throughout the country and the sales contracts/arrangements with such customers have distinct/ varying commercial terms that determine actual point in time for recognition of revenue. Accordingly, significant management judgment is required in determining the timing of transfer of control for revenue recognition in accordance with Ind AS 115, Revenue from Contracts with Customers (''Ind AS 115''). Further, the contracts and arrangements also include clauses for rebates and discounts, which require management to apply significant judgement for determining transaction price under variable consideration principles enunciated under Ind AS 115.

Our audit procedures in relation to revenue from sale of products included, but were not limited to the following: • Obtained understanding of the revenue business processes of the Company; • Assessed the appropriateness of revenue recognition policy of the Company and ensured that it is in line with Ind AS 115; • Involved our IT specialists to evaluate design and test operating effectiveness of IT general controls and key automated controls of the Company''s IT system which is used for revenue recognition; • Evaluated the design and tested the operating effectiveness of key manual internal controls over revenue recognition; • Performed substantive analytical procedures which includes margin analysis and period-on-period variance analysis, on revenue recognised during the year to identify any unusual indicators/trends;

Key audit matter

How our audit addressed the key audit matter

Further, the Company considers revenue as key benchmark for evaluating performances and hence, there is risk of revenue being overstated due to pressure to achieve targets and earning expectations and therefore, in line with the requirements of the Standards on Auditing, revenue is determined to be an area involving significant risk which requires significant auditor attention. Owing to the amounts involved, volume of sales transactions and distinct/varied terms of contracts with customers, revenue from sale of products is considered to be a key audit matter for current year''s audit.

• Performed test of details by selecting samples of revenue transactions pertaining to sale of products during the year, and verified the underlying supporting documents including contracts/agreements, sales invoices and dispatch documents; • Performed cut-off testing procedures by testing samples of revenue transactions recorded before the year end and after the year end to ensure revenue from such transactions is recorded in the correct period; • Obtained management workings for amounts recognised towards rebates/discounts and returns during the year and as at year end. On a sample basis, tested the underlying calculations for amounts recorded as accruals and provisions towards the aforementioned obligations, as per the terms of related contracts and regulations, and traced the underlying data to source documents; and • Evaluated the appropriateness and adequacy of the related presentation and disclosures in the financial statements.

Information other than the 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 information included in the Annual Report, but does not include the 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 financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

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) 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 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)

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 2024 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 17(h)(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 2024 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 39 to the financial statements, has disclosed the impact of pending litigations on its financial position as at 31 March 2024;

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 2024;

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 2024;

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 of 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 2024 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 36(b) to the accompanying financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2024 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 48 to the financial statements and based on our examination which included test checks, the Company, in respect of financial year commencing on 1 April 2023, 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 operated throughout the year for all relevant transactions recorded in the software except that, audit trail feature was not enabled at the database level for the period 1 April 2023 to 31 December 2023, for the accounting software to log any direct data changes, as described in note 48 to the financial statements. Further, during the course of our audit, we did not come across any instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled.

For Walker Chandiok & Co LLP

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

Madhu Sudan Malpani

Partner

Membership No.: 517440 UDIN: 24517440BKGTZV1514

Place: Gurugram Date: 20 May 2024

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Mar 31, 2023

1. We have audited the accompanying financial statements of Jagsonpal Pharmaceuticals Limited (''the Company''), which comprise the Balance Sheet as at March 31, 2023, 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 a summary of the significant accounting policies 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 March 31, 2023, 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.

Restatement in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors

The accounting policies for restatement of financial statements are set out in Note 44 to the financial statements.

The Company has restated comparative financial statements for the year ended March 31, 2022 and opening balance sheet as at April 1, 2021 for correction of certain material prior period errors pertaining to fair valuations of certain investments, gross versus net adjustments related to revenue and cost, accounting for revaluation reserve, charging off certain assets to statement of profit and loss along with related tax impact and certain balance sheet reclassifications.

Considering the quantum of amounts involved, the audit efforts required to audit such restatements in-depth and frequent interactions with the management, the restatement is identified as a key audit matter for the current year audit.

Considering this matter is fundamental to the understanding of the user of financial statements, we draw attention to Note 44 of the financial statements, regarding the restatement of comparative financial information for correction of certain material prior period errors.

- Obtained management workings for amounts recognised towards rebates/discounts and returns during the year and as at year end. On a sample basis, tested the underlying calculations for amounts recorded as accruals and provisions towards the aforementioned obligations, as per the terms of related contracts and regulations, and traced the underlying data to source documents; and

- Evaluated the appropriateness and adequacy of the related presentation and disclosures in the financial statements.

Our audit procedures in relation to audit of restatements adjustments,

but were not limited to the following:

- Obtained an understanding of the management process for identification of restatement adjustments;

- Evaluated the design and tested the operating effectiveness of internal controls relevant to the restatement adjustments;

- Understood from the management, the rationale (considering applicable accounting standards) for all the restatement adjustments as carried out in the financial statements, and critically reviewed whether there was indication of any management bias;

- Obtained the relevant contracts/agreements and other supporting documents to review management''s revised assessment of the matters under the applicable accounting standards; and

- Ensured that all restatement adjustments have been dealt with and disclosed in the financial statements in accordance with Ind AS 8, Accounting Policies, Changes in Accounting Estimates and Errors as well as the respective accounting standards (including division II of Schedule III), as relevant.

Revenue from sale of products

Refer Notes 2(d)(iv) and 22 to the financial statements for accounting policy and revenue related disclosures respectively.

The Company recognises revenue from the sale of pharmaceutical products when control of such products is transferred to the customer and there are no longer any unfulfilled obligations.

The Company has a large number of customers operating in various geographies throughout the country and the sales contracts/arrangements with such customers have distinct/ varying commercial terms that determine actual point in time for recognition of revenue.

Accordingly, significant management judgment is required in determining the timing of transfer of control for revenue recognition in accordance with Ind AS 115, Revenue from Contracts with Customers (''Ind AS 115''). Further, the contracts and arrangements also include clauses for rebates and discounts, which require management to apply significant judgement for determining transaction price under variable consideration principles enunciated under Ind AS 115.

Further, the Company considers revenue as a key benchmark for evaluating performances and hence, there is risk of revenue being overstated due to pressure to achieve targets and earning expectations and therefore, in line with the requirements of the Standards on Auditing, revenue is determined to be an area involving significant risk which requires significant auditor attention.

Our audit procedures in relation to revenue from sale of products

included, but were not limited to the following:

- Obtained understanding of the revenue business processes of the Company;

- Assessed the appropriateness of revenue recognition policy of the Company and ensured that it is in line with Ind AS 115;

- Involved our IT specialists to evaluate design and test operating effectiveness of IT general controls and key automated controls of the Company''s IT system which is used for revenue recognition;

- Evaluated the design and tested the operating effectiveness of key manual internal controls over revenue recognition;

- Performed substantive analytical procedures which includes margin analysis and period-on-period variance analysis, on revenue recognised during the year to identify any unusual indicators/trends;

- Performed test of details by selecting samples of revenue transactions pertaining to sale of products during the year, and verified the underlying supporting documents including contracts/agreements, sales invoices and dispatch documents;

- Performed cut-off testing procedures by testing samples of revenue transactions recorded before the year end and after the year end to ensure revenue from such transactions is recorded in the correct period;

Information other than the 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 information included in the Annual Report but does not include the 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 financial statements does not cover the other information and we will not express any form of assurance conclusion thereon.

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 are 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 intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. 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

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:

o 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;

o 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;

o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

o 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

o 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.

Other Matter

15. The financial statements of the Company for the year ended March 31, 2022 were audited by the predecessor auditor, H.L. Bansal & Co., who have expressed an unmodified opinion on those financial statements vide their audit report dated May 30, 2022.

Report on Other Legal and Regulatory Requirements

16. 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.

17. 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.

18. 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) 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;

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 March 31, 2023 from being appointed as a director in terms of section 164(2) of the Act;

f) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on March 31, 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

g) 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 40 to the financial statements, has disclosed the impact of pending litigations on its financial position as at March 31, 2023.;

ii. the Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at March 31, 2023;

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 March 31, 2023;

iv. (a) The management has represented that,

to the best of its knowledge and belief, as disclosed in note 47(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 persons or entities, 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 47(ii) to the financial statements, no funds have been received by the Company from any persons or entities, 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. As stated in note 36(b) to the accompanying financial statements, the Board of Directors of the Company have proposed final dividend for the year ended March 31, 2023 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. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting

software which has a feature of audit trail, with effect from the financial year beginning on April 1, 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

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

Ashish Gupta

Partner

Membership No.: 504662 UDIN: 23504662BGWGEX9851

Place: Gurgaon Date: May 23, 2023

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Mar 31, 2018

Report on the Indian Accounting Standards (Ind AS) Financial Statements

1. We have audited the accompanying Ind AS financial statements of Jagsonpal Pharmaceuticals Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement, Statement of changes in Equity and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Ind AS Financial Statements

2. 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 Ind AS financial statements to 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 Indian Accounting Standards specified in the Companies (Indian Accounting Standards) Rules, 2015 (as amended) under Section 133 of the Act. 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 Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

3 Our responsibility is to express an opinion on these Ind AS financial statements based on our audit.

4. We have taken into account the provisions of the Act and the Rules made there under including the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

5. We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards and pronouncements require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Ind AS financial statements are free from material misstatement.

6. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Ind AS financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the Ind AS financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the Ind AS financial statements.

7. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Opinion

8. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at March, 31, 2018, and its total comprehensive income (comprising of loss and other comprehensive income), its cash flows ,the changes in Equity of the company and a summary of significant accounting policies and other explanatory information for the year ended on that date.

Other Matter

9. The comparative financial information of the Company for the year ended March 31, 2017 and the transition date opening balance sheet as at April 1, 2017 included in these Ind AS financial statements, are based on the previously issued statutory financial statements for the years ended March 31, 2017 and March 31, 2016 prepared in accordance with the Companies (Accounting Standards) Rules, 2006 (as amended) which were audited by the predecessor auditor who expressed an unmodified opinion.

Our opinion is not qualified in respect of this matter.

Report on Other Legal and Regulatory Requirements

10. As required by the Companies (Auditor’s Report) Order, 2016, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act (“the Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure B a statement on the matters specified in paragraphs 3 and 4 of the Order.

11. As required by Section 143 (3) of the Act, 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 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 it appears from our examination of those books,

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and changes in Equity Report are in agreement with the books of account.

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as 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 and the operating effectiveness of such controls, refer to our separate Report in Annexure A.

(g) With respect to the other matters to be included in the Auditors’ Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our knowledge and belief and according to the information and explanations given to us:

(i) The Company has disclosed the impact, if any, of pending litigations as at March 31, 2018 on its financial position in its Ind AS financial statements - Refer Note 24

(ii) The Company did not have any long-term contracts including derivative contracts as at March 31, 2018.

(iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company during the year ended March 31, 2018.

ANNEXURE A TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 11(f) of the Independent Auditors’ report of even date to the Members of Jagsonpal Pharmaceuticals Limited on the Ind AS financial statements for the year ended March 31, 2018

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Act

1. We have audited the internal financial controls over financial reporting of Jagsonpal Pharmaceuticals Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

2. The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

3. Our responsibility is to express an opinion on the Company’s internal financial controls over financialreporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the”Guidance Note”) and the Standards on Auditing deemed to be prescribed under section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

4. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining and understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial reporting

6. A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

7. Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial control over financial reporting to future periods are subject to the risk that the internal financial controls over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

8. In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

ANNEXURE B TO INDEPENDENT AUDITORS’ REPORT

Referred to in paragraph 10 of the Independent Auditors’ report of even date to the Members of Jagsonpal Pharmaceuticals Limited on the Ind AS financial statements as of and for the year ended March 31, 2018

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties as disclosed in Note 3 on Property, Plant and Equipment to the Ind AS financial statements, are held in the name of the Company,

ii. The Inventory except for goods in transit has been physically verified by the management at reasonable intervals during the year .In respect of inventory lying with third parties, to the extent, such inventories have not been physically verified by the management, such inventories have been substantially confirmed by the third parties. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts .

iii. The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section 189 of the Act. Therefore, the provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are not applicable to the Company.

iv. The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186 of the Act. Therefore, the provisions of Clause 3 (iv) of the said Order are not applicable to the Company.

v. The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed there under to the extent notified.

vi. Pursuant to the rules made by the Central Government of India, the Company is required to maintain cost records as specified under Section 148(1) of the Act in respect of its products. We have broadly reviewed the same, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete.

vii. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues, including provident fund, employees’ state insurance, income tax, sales tax, service tax, customs duty, excise duty , value added tax, Goods and Service Tax , cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanations given to us and the records of the Company examined by us, the particulars of dues of income tax, sales tax, service tax, duty of customs and duty of excise value added tax as at March 31, 2018 which have not been deposited on account of a dispute, are as follows:

viii. The Company has neither availed any loans or borrowings from any financial institution or bank or Government, nor has it issued any debentures as at the balance sheet date, the provisions of Clause 3(viii) of the Order are not applicable to the Company.

ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of Clause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by the Management.

xi. The Company has paid/ provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 read with Schedule V to the Act.

xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company.

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 177 and 188 of the Act. The details of such related party transactions have been disclosed in the Ind AS financial statements as required under Indian Accounting Standard ( Ind AS) 24, Related Party Disclosures specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

xiv. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review. Accordingly, the provisions of Clause 3(xiv) of the Order are not applicable to the Company.

xv. The Company has not entered into any non-cash transactions with its directors or persons connected with them. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

xvi. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For H L Bansal & Co.

Chartered Accountants

(Firm’s Registration No. 008563N)

HIRA LAL BANSAL

Place : Delhi Proprietor

Date : 30/05/2018 (Membership No. 086990)

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Mar 31, 2016

Independent Auditor’s Report

To The Members, Jagsonpal Pharmaceuticals Limited

Report on the Financial Statements

We have audited the accompanying financial statements Jagsonpal Pharmaceuticals Limited (the Company), which comprises the balance sheet as at 3 -March 2016, the statement of profit and loss, the cash flow statement for year then ended, and a summary of the significant account policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is responsible for t matters stated 34(5) of the Companies Act, 203 (the Act)’ with respect to the preparation of these financial statement to give a true and fair view of the financial position, finance performance and cash flows of the Company in according with the accounting principles generally accepted in Indi including the Accounting Standards specified under Section 33 of the Act, read with Rule 7 of the Companies (Account Rules, 204. This responsibility also includes maintenance of adequate accounting records in accordance with t] provisions of the Act for safeguarding the assets of Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that w operating effectively for ensuring the accuracy a completeness of the accounting records, relevant to t preparation and presentation of the financial statements give a true and fair view and are free from mate misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act the Rules made there under including the account! standards and matters which are required to be included the audit report.

We have conducted our audit in accordance with t Standards on Auditing specified under Section^3(^) of the Act and other applicable authoritative pronouncement issued by the Institute of Chartered Accountants of Ii Those Standards and pronouncements require that we come with ethical requirements and plan and perform the audit obtain reasonable assurance about whether the finance statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in t financial statements. The procedures selected depend the auditors judgement, including the assessment of the ri of material misstatement of the financial statements, what due to fraud or error. In making those risk assessment; auditor considers internal financial control relevant to

Opinion

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 Act nether manner so required and give a true and fair view in conformity with the accounting principles generally accepted deing India, of the state of affairs of the Company as at March 31 206 and its profit and its cash flows for the year ended them that date.

^port on Other Legal and Regulatory Requirements

A required by the Companies (Auditors Report) Order, the , issued by the Central Government of India in terms sub-section (1) of section 43 of the Act, (hereinafter referred to as the Order), and on the basis of such checks the books and records of the Company as we considered appropriate and according to the information and explanation driven to us, we give in the Annexure A statement on the natters specified in the paragraphs 3 and 4 of the Order.

required by Section 143 (3) of the Act, 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 the purposes of our audit- .

(b In our opinion proper books of account as required by '' ^a law have been kept by the Company so far as It appears from our examination of those books.

^(c)The Balance Sheet, the statement of profit and loss I g_n and the cash flow statement dealt with by this Report ⁱⁿ are in agreement with the books of account;

(_ed) In our opinion, the aforesaid financial statements comply with the Accounting Standards Specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014; idea.

e) On the basis of the written representations received t to from the directors as on 3”March 206 taken on record by the Board of Directors, none of the directors is disqualified as on 3 ” March 206 from being appointed as a director in terms of Section 64 (2) of the Act; and

e) With respect to the adequacy of the internal financial on controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our there separate Report in Annexure B. s, the

(g) With respect to the other matters to be included in the ; internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the

Auditors Report in accordance with Rule 1 of the Companies (Audit and Auditors) Rules, 204, in our opinion and to the best of our knowledge and believe and according to the information and explanations give to us:

i. The Company has disclosed the impact, if any, pending litigations as at March ,305 on its financial position in its financial statement Note no. 23 of the financial statements;

ii. The Company did not have any long term contact including derivative contracts as at March 3, 205

iii. There has been no delay in transferring am required to be transferred, to the Invest; Education and Protection Fund by the Company during the year ended March 31 2015.

Guidance Note of Internal Financial Controls Over Financial

Reporting (the Guidance Note)’ and the Standards of Auditing deemed to be prescribed under section 43(0) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the ICAI. Those Standards and s in the Guidance Note required that we comply with ethical requirements and plan and perform the audit to obtain treasonable assurance about whether adequate internal financial controls over financial reporting, assessing the risk that a material weakness exists, and resting and evaluating aunt the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Our audit involves performing procedures to obtain evidence about the adequacy of internal financial controls systems over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend ^on the auditors judgement, including the assessment of the of material misstatement of the financial statement, whether due to fraud or error.

Annexure B to Independent Auditor’s

Referred to the Independent Auditors -report of even date the members of axonal Pharmaceuticals Limited on the financial statements for the year ended March 31 2016

Report on the Internal Financial Controls under Clause(i Sub-section 3 of section 43 of the Act

We have audited the internal financial controls over fine reporting of Jagsonpal Pharmaceuticals Limited (the Company) as of March 3} 205 in conjunction with our audit of the financial statements of the Company for the ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on tl internal control over financial reporting criteria establish by the Company considering the essential components o internal control stated in the Guidance Note on Audit Internal Financial Controls over Financial Reporting is by the Institute of Chartered Accountants of India (IC These responsibilities include the design, implementation and maintenance of adequate internal financial controls the were operating effectively for ensuring the orderly and efface conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention a detection of frauds and errors, the accuracy and complete of the accounting records, and the timely preparation of relied financial information, as required under the Act.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company We- believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial control system ever financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting hid the preparation of financial statements for external ’purposes in accordance with generally accepted Accounting principles. A company’s internal financial control over financial reporting includes those policies Attitudes that

11) pertain to the maintenance of records that, in reasonable h_at detail, accurately and fairly reflect the transactions and patient dispositions of the assets of the company;

^s(2) provide reasonable assurance that transactions are ^nd recorded as necessary to permit preparation of financial ^e statements in accordance with generally accepted ^able accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the s company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or. disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent Limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the. internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31206, based on the internal control over financial reporting criteria; established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountant of India.

Annexure A to Independent Auditor’s Report

Referred to the Independent Auditors Report of even date to the members of Jagsonpal Pharmaceuticals Limited on the financial statements as of and for the year ended March 31 2016.

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets.

(b) The fixed assets are physically verified by the Management according to a phased programme designed to cover all the items over a period of three years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the programme, a portion of the fixed assets has been physically verified by the Management during the year and no material discrepancies have been noticed on such verification.

(c) The title deeds of immovable properties, as disclosed in Note 9 on fixed assets to the financial statements, are held in the name of the Company.

The inventory has been physically verified by the Management during the year. In respect of inventory lying with third parties, to the extent, such inventories have not been physically verified by the management, such inventories have been substantially confirmed by the third parties. The discrepancies noticed on physical verification of inventory as compared to book records were not material and have been appropriately dealt with in the books of accounts.

The Company has not granted any loans, secured or unsecured, to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under Section B9 of the Act. Therefore, the provisions of Clause 3(iii), (iii) (a), (iii) (b) and (iii) (c) of the said Order are not applicable to the Company.

The Company has not granted any loans or made any investments, or provided any guarantees or security to the parties covered under Section 185 and 186 of the act. Therefore, the provisions of Clause 3(iv) of the said Order are not applicable to the Company.

The Company has not accepted any deposits from the public within the meaning of Sections 73, 74, 75 and 7 6 of the Act and the rules framed there under to the extent notified.

We have broadly reviewed the books of account and records maintained by the Company pursuant to the Companies (Cost records and Audit) Rules, 204 as prescribed by the Central government for the maintenance of cost records under Section 148 (I) of the Act relating to the manufacture of Bulk Drugs and pharmaceuticals specialties and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained, We have, however , not made a detailed examination of the said records with a view to determine whether they are accurate or complete.

(a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of employees’ state insurance, income tax and value added tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, sales tax, service tax, duty of customs, duty of excise, cess and other material statutory dues, as applicable, with the appropriate authorities.

(b) According to the information and explanation given to us and the records of the Company examined by us, there are no dues of duty of customs which have not been deposited on account of any dispute. The particulars of dues of Income tax, sales tax, service tax, duty of excise and value added tax as at Mach

3, 2016 which have not been deposited on account

of a dispute, are as follows:

viii. According to the information and explanations given to us, the Company has not defaulted in repayment of dues to financial institutions, banks and Governments. Therefore, paragraph 3(viii) of the Order is not applicable.

Name of the statute	Nature of dues	Amount (in Rs.)	Period to which the amount relates	Forum where the dispute is pending
Sales Tax, Entry Tax And Value Added Tax
VAT (Jaipur)	Demand	5522	2008-2009 S	sales Tax Authority
VAT (Patna)	Demand	525561	2009-200	do—
VAT( Kashipur)	Demand	4401	20C5-2OC6	de—
CST(Kolkata)	Demand	23 250	2008-2009	do—
CST(Kolkata)	Demand	94002	20&20H	do—
VAT (Kolkata)	Demand	2904851	2008-2009	do—
VAT (Kolkata)	Demand	570708	2009-200	do—
VAT (Kolkata)	Demand	5893474	20&20111	do—
VAT (Pune)	Demand	87070	2002-2003	do—
VAT (Chennai)	Demand	3806591	2008-2009	do—
VAT (Chennai)	Demand	553 9 3 87	2009-200	do—
VAT (Chennai)	Demand	5800750	2010-2011	do—
VAT (Chennai)	Demand	75844	201-202	do—
VAT (Delhi)	Demand	3000	2011-2012	do—

ix. The Company has not raised any moneys by way of initial public offer, further public offer (including debt instruments) and term loans. Accordingly, the provisions of clause 3(ix) of the Order are not applicable to the Company.

x. During the course of our examination of the books and records of the Company, carried out in accordance with the generally, accepted auditing practices in India, andv. according to the information and explanations given to us, we have neither come across any instance of material fraud by the Company or on the Company by its officers or employees, noticed or reported during the year, nor have we been informed of any such case by they Management.

xi. The Company has paid/provided for managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section P7 read with Schedule V to the Act.

xii. As the Company is not a nidhi company and the nidhi Rules, 204 are not applicable to it, the provisions of Clause 3(xii) of the Order are not applicable to the Company. Pl

xiii. The Company has entered into transactions with related parties in compliance with the provisions of Sections 77 and 188 of the Act. The details of such related party transactions have been disclosed in the financial statements as required under Accounting Standard (AS)

B, Related Party Disclosures specified under Sect on 133 of the Act, read with Rule 7 of the Compan.es (Accounts) Rules, 204

. The Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under rev ew. Accordingly, the provisions of Clause 3(xiv) of the Older are not applicable to the Company.

The Company has not entered into any non-cash transactions with its directors or persons connected with him. Accordingly, the provisions of Clause 3(xv) of the Order are not applicable to the Company.

. The Company is not required to be registered under Section 45-IA of the Reserve Bank of India Act, B34. Accordingly, the provisions of Clause 3(xvi) of the Order are not applicable to the Company.

For P. P. THUKRAL & Co.

Chartered Accountants

SURESH SETHI

Partner Firm’s Registration

Place: New Delhi Number : 000632N

Date: 30/05/205 Membership No. : 089318

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Mar 31, 2015

We have audited the accompanying financial statements of Jagsonpal Pharmaceuticals Limited ('the Company'), which comprise the balance sheet as at 31 March 2015, the statement of profit and loss and the cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Financial Statements

The Company's Management is responsible for the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding 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.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards specified u/s 143 (10) of the Act on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit proceedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the balance sheet, of the state of affairs of the Company as at 31 March 2015

(b) in the case of the statement of profit and loss, of the profit of the Company for the year ended on that date; and

(c) in the case of the cash flow statement, of the cash flows of the Company for the year ended on that date.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2015 and its profit and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a statement on the matters specified in the paragraph 3 and 4 of the Order, to the extent applicable.

2. As required by Section 143 (3) of the Act, 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 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 it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss and the cash flow statement dealt with by this Report are in agreement with the books of account;

(d) in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 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 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and

(f) 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 on its financial position in its financial statements in note no. 23.

ii. the Company does not have any long term contracts

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

Annexure to the Independent Auditors' Report

The Annexure referred to in our Independent Auditors' Report to the members of the Company on the financial statements for the year ended 31 March 2015, we report that:

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets

(b) The Company has a regular programme of physical verification of its fixed assets by which fixed assets are verified in a phased manner. In accordance with this programme, certain fixed assets were verified during the year and no material discrepancies were noticed on such verification. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) (a) The inventory of the Company has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation the operations of the company.

iii a) The Company has not granted loans to any bodies corporate covered in the register maintained under section 189 of the Companies Act, 2013 ('the Act').

(b) Accordingly, paragraph 3(iii)(b) of the Order is not applicable to the Company in respect of repayment of the principal amount.

(c) There are no amounts due in respect of the loans granted to the bodies corporate listed in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of fixed assets and sale of services. The activities of the Company do not involve purchase of inventory and the sale of goods. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has complied with provisions 73 to 76 of Companies Act, 2013.

(vi) The Central Government has prescribed the maintenance of cost records under section 148(1) of the Act, We have not, however made a detailed examinations of the records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of the records of the Company, amounts deducted/ accrued in the books of account in respect of undisputed statutory dues including provident fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues have been regularly deposited during the year by the Company with the appropriate authorities. As explained to us, the Company did not have any dues on account of employees' state insurance and duty of excise. According to the information and explanations given to us, no undisputed amounts payable in respect of provident Fund, income tax, sales tax, wealth tax, service tax, duty of customs, value added tax, cess and other material statutory dues were in arrears as at 31 March 2015 for a period of more than six months from the date they became payable.

(b) According to the information and explanations given to us, there are no material dues of wealth tax, duty of customs and cess which have not been deposited with the appropriate authorities on account of any dispute. However, according to information and explanations given to us, the following dues.have not been deposited on account of disputes.

ANNEXURE OF CASES PENDING WITH VAT/SALES TAX AND OTHER LAWS

Name of the statute Nature of dues Amount

Vat/Sales Tax Raipur Demand 23553

Vat/Sales Tax Patna Demand 525561

Vat/SalesTax Kashipur Demand 145682

KOLKATA Nature of dues Amount

CST Demand 2131250

SALE TAX Demand 2904851

SALE TAX Demand 1670708

SALE TAX Demand 6893474

SALE TAX — PUNE Demand 130000

SALE TAX — CHENNAI Demand 4228435

SALE TAX — DO— Demand 6154874

SALE TAX — DO— Demand 6445289

SALE TAX — DO— Demand 1964604

DELHI Nature of dues Amount

AT Demand 255.00

VAT Demand 2375.00

VAT Demand 4280.00

VAT Demand 10000.00

VAT Demand 0.00

VAT Demand 3000.00

VAT Demand 3000.00

Name of the statute Period to which Forum where the the amount relates dispute is pending

Vat/Sales Tax Raipur 2010-2011 Sales Tax Authority

Vat/Sales Tax Patna 2009-2010 —do—

Vat/SalesTax Kashipur 2005-2006 —do—

KOLKATA Period to which Sales Tax Authority the amount relates VAT AUTHORITY

2008-2009 -Do- CST 2008-2009 -Do- SALE TAX 2009-2010 -Do- SALE TAX 2010-2011 -Do- SALE TAX 2001-2002 Sales Tax Authority SALE TAX — PUNE — VAT AUTHORITY SALE TAX — CHENNAI — —DO— SALE TAX — DO— — —DO— SALE TAX — DO— — —DO— SALE TAX — DO— Period to which Forum where the DELHI the amount relates dispute is pending



AT 2007 Vat Authority

VAT 2010 —Do—

VAT 2007 —Do—

VAT 2007 —Do—

VAT 2012 —Do—

VAT 2013 —Do—

VAT 2013 —Do—

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, and rules there under has been transferred to such fund within time

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company did not have any outstanding dues to financial institutions, banks or debenture holders during the year.

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) The Company did not have any term loans outstanding during the year.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit.

for P. P. THUKRAL & Co.

Chartered Accountants Firm's Registration No.: 000632N SURESH SETHI Place : New Delhi Partner Date : 29 May 2015 Membership No.: 089318

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Mar 31, 2014

We have audited the accompanying financial statements of Jagsonpal Pharmaceuticals Limited, which comprise the Balance sheet as at 31st March 2014, the statement of profit and loss and the cash flow statement for the year then ended and a summary of the significant accounting policies and other explanatory information Management''s Responsibility for the Financial Statements

The Company''s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956, ("the Act") which continue to be applicable in respect of Section 133 of the Companies Act, 2013 in terms of General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs) and in accordance with the accounting principles generally accepted in India. This responsibility includes the design, implementation and maintenance of internal controls relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material mis-statements, whether due to fraud or error.

Auditor''s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material mis-statements.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material mis- statement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company''s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) In the case of the Balance Sheet, of the state of affairs of the Company as at 31 March 2014

(b) In the case of the Statement of Profit and Loss, ofthe profit ofthe Company for the year ended on that date; and

(c) In the case of the Cash Flow Statement, ofthe Cash Flows ofthe Company for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order"), issued by the Central Government of Section227 (4) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards notified under the Act (which continue to be applicable in respect Section 133 of the Companies Act, 2013 on terms of General Circular 15/2013 dated 13 th September, 2013 of the Ministry of Corporate Affairs)

e) On the basis of written representations received from the Directors as on 31st March 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2014, from being appointed as a director in terms of Section 274(1)(g) of ofthe Act, 1956.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph 4(1) of our report of even date)

i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, physical verification of a major portion of fixed assets as at March 31, 2014 was conducted by the Management during the year. In our opinion, the frequency of physical verification is reasonable. Having regard to the size of the operations of the company and on the basis of explanations received, in our opinion, the net differences found on physical verification were not significant.

ii. (a) The inventory of the Company has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation the operations of the company.

iii. In our opinion, the company has neither granted nor taken any loans, secured or unsecured from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. As the Company has not granted/taken any loans, secured or unsecured, to /from parties listed in the registers maintained under Section 301 of the Companies Act, 1956 clauses iii(b), iii(c) and iii(d) of paragraph 4 of the order are not applicable.

iv. In our opinion and according to the explanations given to us, having regard to the explanations that some of the items are of a special nature for which alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

v. a. In our opinion and according to information and explanations given to us, the transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no such transactions exceeding Rs. Five lakhs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time.

vi. In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, where applicable, with regard to deposits accepted from the public. As per the information and explanations given to us no order under the aforesaid sections has been passed by the Company Law Board on the company.

vii. In our opinion, the Company has an internal audit system commensurate with its size and nature of its business

viii. We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under Section 209(1)(d) of the Companies Act, 1956. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

ix. (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, employees'' state insurance, income-tax, sales-tax, custom duty, excise duty, cess and other as applicable have been regularly deposited by the Company during the year with the appropriate authorities.

(b) As at 31st March, 2014 according to the records of the Company, there are no dues of wealth tax, service tax and cess which have not been deposited on account of any dispute.

x. The company has neither accumulated losses as at 31st March, 2014 nor it has incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

xi. Based on our audit procedures and on the information and explanations given by management, we are of the opinion that the company has not defaulted in repayment of its dues to any financial institution or bank during the year.

xii. The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

xiii. The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the order are not applicable to the Company.

xiv. In our opinion and according to the information and explanations given to us, the Company is not a dealer or trader in securities.

xv. The Company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions, whereof, in our opinion are prima facie, prejudicial to the interest of the Company.

xvi. The Company has not obtained any term loans that were not applied for the purpose for which these were raised.

xvii. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 ofthe Companies Act, 1956 during the year.

xix. The Company has not raised any money by public issue during the year.

xx. According to the information and explanations given to us, during the year, no fraud by the company has been noticed or reported.

For P. P. Thukral & Co. Chartered Accountants F R No.: N000632

SURESH SETHI Place : New Delhi Partner Dated : 30th May, 2014 M.No. : 089318

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Mar 31, 2013

Report on the Financial Statements

We have audited the accompanying financial statements of Jagsonpal Pharmaceuticals Limited ("the Company"),which comprise the Balance Sheet as at March 31, 2013, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Managements'' Responsibility for the Financial Statements.

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India including Accounting Standards referred to in Section 211 (3C) of the Companies Act, 1956 ("the Act"). This responsibility includes the design, implementation and maintenance of internal control 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.

Auditors'' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor''s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company''s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by managements, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for the out audit opinion.

Opinion

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 Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India.

(a) In the case of the Balance Sheet, of the state of affairs of the company as at March 31, 2013;

(b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) In the case of the Cash Flow Statement, of the cash flows for the year ended on the date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''s Report) Order, 2003 ("the Order") issued by the Central Government of India in terms of Section 227 (4A) of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by Section 227 (3) of the Act, we report that :

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In our opinion, the Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting Standards referred to in section 211 (3C) of the Act;

e) On the basis of the written representations received from the directors as on March 31, 2013, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of Section 274 (1) (g) of the Act.

ANNEXURE TO THE AUDITORS'' REPORT

(Referred to in Paragraph (1) of our report of even date)

(i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) As explained to us, physical verification of a major portion of fixed assets as at March 31, 2013 was conducted by the Management during the year. In our opinion, the frequency of physical verification is reasonable. Having regard to the size of the operations of the company and on the basis of explanations received, in our opinion, the net differences found on physical verification were not significant.

(ii) (a) The inventory of the Company has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation the operations of the company.

(iii) In our opinion, the company has neither granted nor taken any loans, secured or unsecured from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. As the Company has not granted/taken any loans, secured or unsecured, to /from parties listed in the registers maintained under Section 301 of the Companies Act, 1956 clauses iii(b), iii(c) and iii(d) of paragraph 4 of the order are not applicable.

(iv) In our opinion and according to the explanations given to us, having regard to the explanations that some of the items are of a special nature for which alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

(v) (a) In our opinion and according to information and explanations given to us, the transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no such transactions exceeding Rs. Five lakhs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, where applicable, with regard to deposits accepted from the public. As per the information and explanations given to us no order under the aforesaid sections has been passed by the Company Law Board on the company.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business

(viii) We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under Section 209(1)(d) of the Companies Act, 1956. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, employees'' state insurance, income-tax, sales-tax, custom duty, excise duty, cess and other as applicable have been regularly deposited by the company during the year with the appropriate authorities.

(b) As at 31st March, 2013 according to the records of the Company, there are no dues of wealth tax, service tax and cess which have not been deposited on account of any dispute.

(x) The company has neither accumulated losses as at 31st March, 2013 nor it has incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by management, we are of the opinion that the company has not defaulted in repayment of its dues to any financial institution or bank during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the order are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in securities.

(xv) The company has not given any guarantees for loans taken by others from banks or financial institutions, the terms and conditions, whereof, in our opinion are prima facie, prejudicial to the interest of the Company.

(xvi) The company has not obtained any term loans that were not applied for the purpose for which these were raised.

(xvii) Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company has not raised any money by public issue during the year.

(xx) According to the information and explanations given to us, during the year, no fraud by the company has been noticed or reported.

For P. P. Thukral & Company

Chartered Accountants FR No. 000632N

Suresh Sethi

Place : New Delhi Partner

Date : 30th May, 2013 M.No.89318

---

Mar 31, 2010

1. We have audited the attached balance sheet of Jagsonpal Pharmaceuticals Limited as at March 31, 2010 and also the Profit and Loss account and the Cash Flow Statement for the year ended on that date both annexed thereto. These financial statements are the responsibility of the Companys Management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We carried out our examinations in accordance with auditing standards generally accepted in India. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Management, as weii as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said Order, to the extent applicable.

4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief 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 appears from our examination of the books;

c) The Balance Sheet and Profit and Loss Account and cash flow statement are in agreement with the books of account;

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report comply with the Accounting Standards under sub section (3C) of Section 211 of the Companies Act, 1956;

e) None of the Directors is disqualified as on March 31, 2010 from being appointed as a Director in terms of clause (g) of sub-section (1) of Section 274 of the Companies Act, 1956; and

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts give the information required by the Companies Act, 1956, in the manner so required and give a trueand fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at 31 st March, 2010;

ii) in the case of the Profit & Loss Account, of the profit of the Company for the year ended on that date: and

iii) in the case of Cash flow statement, of the cash flows for the year ended on that date.

ANNEXURE TO THE AUDITORS REPORT (Referred to in Paragraph (1) of our report of even date) (i) (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets. (b) As explained to us, physical verification of a major portion of fixed assets as at March 31, 2010 was conducted by the Management during the year. In our opinion, the frequency of physical verification is reasonable. Having. regard to the size of the operations of the company and on the basis of explanations received, in our opinion, the net differences found on physical verification were not significant. (ii) (a) The inventory of the Company has been physically verified by the management during the year. In respect of inventory lying with third parties, these have substantially been confirmed by them. In our opinion, the frequency of verification is reasonable.

(b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventory followed by »Â„ the management were found reasonable and adequate in relation to the size of the Company and the nature of its business.

(c) On the basis of our examination of records of inventory, in our opinion, the company has maintained proper records of inventory and the discrepancies noticed on physical verification between the physical stocks and the book records were not material in relation to the operations of the company.

(iii) In our opinion, the company has neither granted nor taken any loans, secured or unsecured from companies, firms or other parties listed in the Register maintained under Section 301 of the Companies Act, 1956. As the Company has not granted/taken any loans, secured or unsecured, to /from parties listed in the registers maintained under Section 301 of the Companies Act, 1956 clauses

iii(b), iii(c) and iii(d) of paragraph 4 of the order are not applicable.

(iv) In our opinion and according to the explanations given to us, having regard to the explanations that some of the items are of a special nature for which alternative quotations are not available, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods. Further, on the basis of our examination and according to the information and explanations given to us, we have neither come across nor have we been informed of any instance of major weaknesses in the aforesaid internal control procedures.

(v) (a) In our opinion and according to information and explanations given to us, the transactions that need to be entered into the Register maintained under Section 301 of the Companies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, there are no such transactions exceeding Rs. Five lakhs each which have been made at prices, which are not reasonable having regard to the prevailing market prices, for such goods, materials or services at the relevant time.

(vi) In our opinion and according to the information and explanations given to us, the Company has complied with the directives issued by the Reserve Bank of India and the provisions of Section 58A and 58AA of the Companies Act, 1956 and the rules framed there under, where applicable, with regard to deposits accepted from the public. As per the information and explanations given to us no order under the aforesaid sections has been passed by the Company Law Board on the company.

(vii) In our opinion, the Company has an internal audit system commensurate with its size and nature of its business

(viii) We have broadly reviewed the books of accounts maintained by the Company in respect of products where, pursuant to the Rules made by the Central Government, the maintenance of cost records has been prescribed under Section 209(1 )(d) of the Companies Act, 1956. We have not, however made a detailed examination of the records with a view to determine whether they are accurate or complete.

(ix) (a) According to the information and explanations given to us and according to the books and records as produced and examined by us, in our opinion, the undisputed statutory dues in respect of provident fund, employees state insurance, income-tax, sales-tax, custom duty, excise duty, cess and other as applicable have been regularly deposited by the company during the year with the appropriate authorities.

(b) As at 3 la March, 2010 according to the records of the Company, there are no dues of wealth tax, service tax and cess which have not been deposited on account of any dispute.

(x) The company has neither accumulated losses as at 31st March, 2010 nor it has incurred any cash losses during the financial year ended on that date or in the immediately preceding financial year.

(xi) Based on our audit procedures and on the information and explanations given by management, we are of the opinion that the company has not defaulted in repayment of its dues to any financial institution or bank during the year.

(xii) The company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities.

(xiii) The provisions of any special statute as specified under clause (xiii) of paragraph 4 of the order are not applicable to the company.

(xiv) In our opinion and according to the information and explanations given to us, the company is not a dealer or trader in securities.

(xv) The company has not given any guarantees for loans taken By others from banks or financial institutions, the terms and conditions, whereof, in our opinion are ~ prima facie, prejudicial to the interest of the Company.

(xvi) The company has not obtained any term loans that were not applied for the purpose for which these were raised.

(xvii) Based on the information and explanations given to us and on an overall examination of the balance sheet of the company, in our opinion, there are no funds raised on a short term basis which have been used for long term investment, and vice versa.

(xviii) The company has not made any preferential allotment of shares to parties and companies covered in the Register maintained under Section 301 of the Companies Act, 1956 during the year.

(xix) The Company has not raised any money by public issue during the year.

(xx) According to the information and explanations given to us, during the year, no fraud by the company has been noticed or reported.

For P.P.Thukral & Company

Chartered A ccountants

FRN: 000632N

Suresh Sethi

Place : New Delhi Partner

Dated : 13th August, 2010 M, No. : 89318