BLISS GVS PHARMA LIMITED
Report on the Audit of the Standalone Ind AS Financial StatementsOpinion
We have audited the accompanying standalone Ind AS financial statements of Bliss GVS Pharma Limited ("the Company"), which comprises the Balance Sheet as at March 31, 2026, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone Ind AS financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as "standalone Ind AS financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS 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 prescribed under section 133 of the Act read with the Companies (Indian Accounting Standard) Rules, 2015, as amended, ("Ind AS") and with other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026, and its profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditing (SAs) 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 Standalone Ind AS 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 ("the ICAI") together with the ethical requirements that are relevant to our audit of the standalone Ind AS financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone Ind AS financial statements of the current period. These matters were addressed in the context of our audit of the standalone Ind AS financial statements as a whole, and in forming our opinion thereon, we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated to our report.
|
Key Audit Matter Description
|
How the scope of our audit addressed the Key Audit Matter
|
|
1. Revenue Recognition on sale of goods:
|
|
(Refer Note 1 (d) and 28 of standalone Ind AS financial statements)
As per Ind AS 115 - 'Revenue from Contracts with Customers' revenue is recognized on transfer of control of goods or services to a customer, which is on dispatch / delivery as per the terms of contracts, at an amount that reflects the consideration to which the Company is expected to be entitled to in exchange for those goods or services.
Revenue is one of the key profit indicators and susceptible to misstatement. Revenue recognition includes determination of pricing, effect of discounts, sales returns and adjustments for freight reimbursements.
Due to the significance of the area and the risk of revenue being fraudulently overstated through manipulation on the timing of transfer of control, we have considered cut off as the key assertion insofar as revenue recognition is concerned since an inappropriate cut-off could lead to a material misstatement of revenue being recorded in an incorrect period and accordingly assessed this to be a Key Audit Matter.
|
The following procedures were carried out in this regard:
• Assessed the appropriateness of the revenue recognition accounting policies.
• Evaluated the design, implementation and tested the operating effectiveness of the Company's general IT controls and key IT application controls over the Company's systems which govern recording of revenue and discounts in the general ledger accounting system. We also considered manual controls related to sales process.
• Performed substantive testing (including year-end cut-off testing) by selecting samples of revenue transactions recorded during the year (before and after the financial year end) by verifying the underlying documents, which included sales invoices, contracts, proof of deliveries and shipping documents, where applicable and comparing them based on the Inco terms.
|
|
Key Audit Matter Description
|
How the scope of our audit addressed the Key Audit Matter
|
| |
• Performed inventory reconciliations to reconcile revenue
|
| |
transactions to inventory dispatch records and evaluating whether inventory quantities were appropriately reduced upon transfer of control to customers.
|
| |
• Obtained Trade Receivable balance confirmations and performed
|
| |
alternate procedures where applicable.
|
|
2. Financial Exposure towards Bliss GVS International Pte Ltd (BGIPL):
|
|
As disclosed in note 3, 12 & 13 to the standalone Ind AS financial statements, the Company has total exposure aggregating H 4,373.99 Lakh towards its wholly owned subsidiary, BGIPL as at March 31, 2026. The recoverable value of the
|
The following procedures were carried out in this regard:
• Reviewed the audited Ind AS Financial Statements of BGIPL and its subsidiaries for FY 2025-26 and the independent auditor's report thereon.
|
|
exposure is based on the Sum of Parts method for valuing BGIPL. This method aggregates the fair value of its investments in subsidiaries,
|
• Evaluated the impairment analysis carried out during the year by the Company through their appointed expert, which included an
|
|
assessed either through market values or
|
independent comparison of assessed value in use of BGIPL's net
|
|
through discounted cash flow projections of the subsidiaries.
This model requires the Company to make significant assumptions such as discount rates, near and long-term revenue growth rate and projected margins which involve inherent uncertainty since they are based on future business prospects and economic outlook. Due to the materiality of the above assets in context
|
assets with carrying cost of its exposures in the Company.
• Considered the independence, competence and objectivity of the external specialist involved by the management in determination of valuation.
• Assessed the reasonableness of management's valuation assumptions by benchmarking projected cash flows against actual historical data.
|
|
of the standalone Ind AS financial statements and sensitivity of discount rate and near and-long term revenue growth rate assumptions where a minor change could have a significant impact on the recoverable value, we have considered the impairment assessment of financial exposure to be a Key Audit Matter.
|
• Tested the accuracy and completeness of key input data used in management's cash flow projections by agreeing such data to underlying records and historical actual results.
• Assessed the Management's explanation regarding future cash flows and key assumptions used in Company's valuation
|
|
methodology including but not limited to cost of equity, cashflows, etc.
|
| |
|
3. Business Development Expenses:
|
|
As disclosed in note 34 to the standalone Ind AS financial statements, the Company is engaged in the export of pharmaceutical products through a network of distributors in various countries. As
|
The following procedures were carried out in this regard:
Tests of controls:
Evaluated the design and implementation and tested the operating
|
|
part of its operations, the Company incurs costs related to marketing and business development.
|
effectiveness of key controls over monitoring of business development expenses.
|
|
The Company has incurred an expenditure of H 2,652.52 Lakh towards business development expenditure for the year ended March 31, 2026.
|
Tests of details:
Reviewed the Company's Policy with regard to business development
|
|
The allocation of marketing and business
|
expenses.
|
|
development costs across multiple international distributors involves judgment and estimation. Due to the significance of these expenses and their impact on reported profitability, this area is
|
Verified the expenditure incurred/claimed with relevant supporting and approvals for the same.
Compared provision for business development expenses against the
|
|
considered a Key Audit Matter.
|
expenditure incurred/claimed till the date.
|
|
4. Information Technology Controls
|
|
A significant part of the Company's financial
|
The following procedures were carried out in this regard:
|
|
reporting process is heavily reliant on IT systems with automated processes and controls over the capture, storage and extraction of information. A fundamental component of these processes and controls is ensuring appropriate user access and
|
We focused our audit on those IT systems and controls that are significant to the Company's financial reporting process.
As audit procedures over IT Systems and controls require specific expertise, we involved our IT specialist.
|
|
change management protocols exist and being
|
Assessed the design and tested the operating effectiveness of the
|
|
adhered to.
|
Company's IT controls, including those over user access and change management as well as data reliability.
|
|
Key Audit Matter Description
|
How the scope of our audit addressed the Key Audit Matter
|
|
These protocols are important because they ensure
|
On a test check basis:
|
|
that access and changes to IT systems and related data are made and authorized in an appropriate manner. As our audit sought to place a high level of reliance on IT systems and application controls related to financial reporting, high proportion of the overall audit effort was in Information Technology (IT) Systems and Controls. We focused our audit on
|
- extended our testing to identify whether there had been unauthorized, or inappropriate access or changes made to critical IT systems and related data;
- where automated procedures were supported by systems with identified deficiencies, we extended our procedures to identify and test alternative controls; and
|
|
those IT systems and controls that are significant
|
- where required, performed a greater level of testing to validate
|
|
to the Company's financial reporting process and considered this to be a Key Audit Matter.
|
the integrity and reliability of associated data and reporting.
|
Information Other than the Standalone Ind AS Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Director's Report, Management Discussion and Analysis Report and Corporate Governance Report but does not include the standalone Ind AS financial statements and our auditor's report thereon.
Our opinion on the standalone Ind AS 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 standalone Ind AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the standalone Ind AS financial statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134 (5) of the Act with respect to the preparation of these standalone Ind AS financial statements that give a true and fair view of the financial position, the financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards ("Ind AS") prescribed 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 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 standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone Ind AS financial statements, the management 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.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Ind AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone Ind AS 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 SAs will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone Ind AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone Ind AS 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 financial controls 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 standalone Ind AS 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 management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue 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 standalone Ind AS 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.
• Evaluate the overall presentation, structure and content of the standalone Ind AS financial statements, including the disclosures, and whether the standalone Ind AS financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
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.
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.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone Ind AS 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
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order") issued by the Central Government in terms of Section 143(11) of the Act, we give in "Annexure A" a statement on the matters specified in paragraphs 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, except for the matter stated in paragraph [h(vi)] below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
c. The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and the Statement of Cash Flows dealt with by this Report are in agreement with the relevant books of account.
d. In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.
e. On the basis of the written representations received from the directors as on March 31, 2026, taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026, from being appointed as a director in terms of Section 164(2) of the Act.
f. The observations relating to the maintenance of accounts and other matters connected therewith are as stated in the paragraph (b) above on reporting under Section 143(3)(b) and paragraph [h(vi)] below on reporting under Rule 11(g) the Companies (Audit and Auditors) Rules, 2014.
g. With respect to the adequacy of the internal financial controls with reference to standalone Ind AS financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B".
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, 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 standalone financial position in its standalone Ind AS financial statements - Refer Note 44 to the standalone Ind AS financial statements.
ii. Provision has been made in the standalone Ind AS financial statements, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts - Refer Note 19 to the standalone Ind AS financial statements.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv. (a) The Management has represented that,
to the best of its knowledge and belief, no funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person or entity, including foreign entity ("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 ("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, no funds (which are material either individually or in the aggregate) have been received by the Company from any person or entity, including foreign entity ("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;
(c) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. (a) As per information and explanation furnished by Management and based on the records of the Company, the dividend proposed in the previous year, declared and paid by the Company during the year as well as interim dividend declared and paid by the Company during the year are in accordance with Section 123 of the Act, as applicable.
(b) The Board of Directors of the Company have proposed a final dividend for the year ended March 31, 2026, which is subject to the approval of the members at the ensuing Annual General Meeting. The proposed dividend is in accordance with Section 123 of the Act.
vi. Based on our examination which included test checks, the Company 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 is enabled at the database level to log any direct data changes from May 19, 2025. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with.
The audit trail at application level has been preserved by the Company as per the statutory requirements for record retention and audit trail at Database level has been preserved from the date of enablement.
In case of HGS Software, the audit trail was available at the application level and the database level. The audit trail has been preserved by the Company as per the statutory requirements for record retention. We have relied on SOC Report for the said compliance.
3. In our opinion and according to information and explanations given to us and based on our examination of the records of the Company, the Company has paid / provided managerial remuneration in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act.
For KALYANIWALLA & MISTRY LLP
CHARTERED ACCOUNTANTS Firm Registration No. 104607W/W100166
Jamshed K. Udwadia
PARTNER M. No.: 124658 UDIN:26124658TPYXFL8355 Mumbai, May 12, 2026
|