forming our opinion thereon, and we do not provide a separate opinion on these matters.
For the matter stated below, our description of how our audit addressed the matter is provided in ttiat context.
We have audited the accompanying standalone financial statements of Orchid Pharma Limited (' the Company"), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss, including the statement of Other Comprehensive Income, the Cash Flow Statement and ihe Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information (hereinafter referred to as "the financial statements").
In our opinion and to the best of our information and according to the explanations given to us. the aforesaid standalone financial statements give the information required by the Companies Act 2013 fthe 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 Standards) Rules, 2015, as amended, (Ind AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31,2025, its profit including other comprehensive income. Its changes in equity and its cash flows for the year ended on that dale.
Basis for Opinion
We conducted our audit of the standalone Financial statements in accordance with the Standards on Auditing (SAs), as 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 financial statements' section of our report. We are independent of the Company in accordance with the JCode of Ethics' issued by the Institute of Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financial statements under [he 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 audit opinion on the standalone financial statements
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of mos! significance in our audit of the standalone financial statements for the Financial year ended March 31, 2025. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in
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Key audit matter
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How our audit addressed the key audit matter
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1. Revenue Recogniti to the Standaloi
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on (Refer Note 3 (c) and 30 ie financial Statements)
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Revenue is recognized at an amounl that reflects Ihe consideration to which the Company expects to be entitled in exchange for transferring goods to a customer. The revenue recognition occurs at a point in lime when Ihe control of the goods is transferred to the customer.
We focussed on this area as a key audit matter as Ihe value is significant and also since Exports form a substantial pan of ihe Sales of the Company, wherein there are multiple terms of Sale, an inherent risk exists of revenue being recognized before the control is transferred.
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As part of our audil
procedures, we
» Read the Company's accounting policy for i eve n Lie recognition and assessed compliance with the requirements of Ind AS 115.
* Evaluated the design, tested Ihe implementation and operating effectiveness of the Company's internal controls including general IT controls and key IT application controls over recognition of revenue.
* On a sample basis, tested supporting documentation for sales transactions which included sales invoices, customer contracts, and shipping documents,
* Tested revenue samples focused on sales recorded immediately before the year-end, obtained evidence as regards timing of revenue recognition, based on terms and conditions of sales contracts and delivery documents.
* Assessed disclosures In financial statements in respect of revenue, as specified in Ind AS 115,
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Information Other than the financial statements and
I!
Auditor's Report Thereon
The Company's management and Board of Directors is responsible for the other information. The other Information comprises the information included in the Annual report, but does not Include the standalone financial statements and our auditor s report thereon
Our opinion on the standalone financial statements does nol cover I he other informal ion and we do nol express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read I he other information and. in doing so, consider whether the other informalion is materially inconsistent wilh the standalone 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 for the standalone Financial Statements
The Company's management and Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance wilh the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with [the Companies (Indian Accounting Standards) Rules. 2015. as amended]. This responsibility also includes maintenance of adequate accounting records in accordance wilh 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 the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of Ihe accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstalement. whether due to fraud or error.
In preparing the standalone financial statements, 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 management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the standalone financial statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement, whether due to fraud or error, and lo 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 delect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material If, individually or in Ihe aggregate, they could reasonably be expected to influence the economic decisions of users laker on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due lo 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 fhan for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of interna! 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 standalone financial statements in place and the operating effectiveness of such controls.
Ý Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
Ý 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 lo 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 Ihe 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.
* Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, and whether the standalone financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes it probable Ihat the economic decisions of a reasonably knowledgeable user of the standalone financial statements may be influenced. We considei quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalone financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and 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 financial statements for the financial year ended March 31. 2025 and are therefore the key audit matters. We describe these mailers 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, issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act. (hereinafter referred to as the ‘Order'), we give in the "Annexure A" statement on the matters specified in paragraphs 3 and 4 of the Order
2. As required by Section 143(3) of the Act, we report that;
(a) We have sought and obtained ail 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 Row Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules. 2015, as amended;
(e) On the basis of the written representations received from the directors as on March 31. 2025 and taken on record by the Board of Directors, none of the directors is disqualified as on March 31,2025 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 with reference to these standalone financial statements and the operating effectiveness of such controls, refer to our separate Report in “Annexure B’ to this report;
(g) In our opinion, the managerial remuneration for the year ended March 31.2025 has been paid l provided by the Company to its directors in accordance with the provisions of section 197 read with Schedule V to the Act;
(hi 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 besi 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 standalone financial statements - Refer Note 44 to the standalone financial statements;
(ii) The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long term contracts including derivative contracts;
(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 their knowledge and belief, other than as disclosed in the notes
to the standalone financial statements, if any, no funds 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 persons or entities, including foreign entities
("Intermediaries"), with the
understanding, whether recorded in writing or otherwise, that the intermediaries 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 their knowledge and belief, other than as disclosed in the notes to the standalone financial statements, if any, no funds have been received by the Company from any persons or entities, including foreign entities ("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" i or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and
c) Based on such audit procedures, we have considered reasonable and appropriate in the circumstances, nothing has come to their notice that has caused
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them to believe that the representations under sub-clause (i) and (ii) contain any material mis-statement.
(v) The company has neither declared or paid any dividends during the year and accordingly reporting on compliance with section 123 of the Companies Act, 2013 is not applicable for the year under consideration.
(vi) Based on our examination which included test checks, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit tog) facility at Application level and the same has operated throughout the year for all relevant transactions recorded in the
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software, however the audit trail feature was not enabled at database level. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of other accounting software. The audit trail has been preserved by the company, to the extent enabled, as per the stalufory requirements for record retention.
For Slnghi & Co.
Chartered Accountants
Firm Registration No: 302049E
Sd I-
Sudesh Choraria
Partner
Membership No: 204936
UDIN: 25204936BMIOWY8451
Date: May 26, 2025
Place; Mumbai
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