We have audited the standalone financial statements of Strides Pharma Science Limited (the “Company”) which comprise the standalone balance sheet as at 31 March 2025, and the standalone statement of profit and loss (including other comprehensive income), standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to the standalone financial statements, including material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“Act”) in the manner so required and in the context of the overriding effect of the provision in the Scheme of arrangement as approved by the National Company Law Tribunal (‘NCLT’), regarding accounting of demerger of CDMO and Soft Gelatin business from the specified retrospective appointed date 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 2025, and its profit and other comprehensive loss, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs 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 Code 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 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 on the standalone financial statements.
Emphasis of Matter
We draw attention to Note 38 to the Standalone financial statements regarding the Scheme of Arrangement (‘Scheme’) for demerger of CDMO and Soft Gelatin business of the Company which has been described in the aforesaid note. The Scheme has been approved by NCLT vide its order dated 14 November 2024 with appointed date of 1 April 2024 and a certified copy has been filed by the Company with the Registrar of Companies, Mumbai, on 27 November 2024. In accordance with the scheme approved by NCLT, the Company has given effect to the Scheme from the retrospective appointed date specified therein i.e. 1 April 2024 which overrides the relevant requirement of Appendix A to Ind AS 10 (according to which the scheme would have been accounted for from the date the Proposed Scheme is approved by the NCLT i.e. on 14 November 2024 and it is no longer at the discretion of the Company to recognise the liability to pay dividend for non-cash assets distributed to owners as per the aforesaid standard). The financial impact of the aforesaid treatment has been disclosed in the aforesaid note.
Our opinion is not modified in respect of this matter. Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Impairment testing of investments in subsidiaries:
Refer Material Accounting Policies and Note 8 to standalone financial statements
The key audit matter How the matter was addressed in our audit
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The net carrying amount of non-current In
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view of the significance of the matter, following audit
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investments in subsidiaries (aggregates to Rs. procedures were applied, among others, to obtain sufficient
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18,411.71 million) accounts for 36.57% of the total audit evidence:
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assets of the Company as at 31 March 2025. •
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Assessed the design, implementation and operating
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Company’s assessment of impairment contains a
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effectiveness of the relevant key controls around the
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number of parameters which involve significant
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impairment testing of the carrying value of investments
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judgements in estimating the recoverable amount
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in subsidiaries.
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of the Cash Generating Units (CGUs) to which such •
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Performed a retrospective analysis to assess the
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investments pertain. The recoverable amount
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reasonableness of Company’s projections by comparing
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of the CGUs, which is the value in use, has been
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historical forecast to actual results.
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derived from discounted forecast cash flow models. •
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Tested reasonability of projections used by the Company
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These models use several assumptions, including
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relating to the sales growth, operating costs, weighted
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estimates of future sales growth, operating costs,
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average cost of capital, cashflow forecasts and verified
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terminal growth rates and weighted-average cost
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overall mathematical accuracy of calculations.
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of capital. Changes in these assumptions, could •
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Engaged valuation specialists to assist in testing the
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lead to an impact on the recoverable value of
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reasonableness of the valuation by evaluating the
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investment and accordingly impairment provision.
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assumptions and methodologies used by the Company,
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The impairment testing was significant to our audit,
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in particular for weighted average cost of capital,
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because of the financial quantum of the assets as
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terminal growth rate, etc.
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well as the involvement of critical judgements, •
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Tested the Company’s analysis of the sensitivity of
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estimates and assumptions.
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the outcome of impairment to possible changes in key assumptions like terminal growth rate, weighted average cost of capital, etc.
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•
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Assessed the adequacy and appropriateness of the disclosures in the standalone financial statements, relating to the outcome of impairment assessment, as required by the applicable Ind As.
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Impairment testing of goodwill
Refer Material Accounting Policies and Note 7 to standalone financial statements
The key audit matter How the matter was addressed in our audit
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The Company has goodwill of Rs. 1,155 million as In
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view of the significance of the matter, following audit
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at 31 March 2025. This goodwill has been accounted procedures were applied, among others to obtain sufficient
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in current year following the merger of one of its audit evidence:
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wholly owned subsidiary Strides Alathur Private •
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Assessed the design, implementation and operating effectiveness of the Company’s controls around the
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Limited (formerly known as Vivimed Life Sciences
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Private Limited) pursuant to the Scheme of
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impairment testing of carrying value of goodwill;
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Amalgamation (‘Scheme’) approved by the National •
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Engaged valuation specialists to assist in testing the
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Company Law Tribunal (‘nCLt’) on 13 August 2024
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reasonableness of the valuation by evaluating the
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with an appointed date of April 1, 2023. Upon filing
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assumptions and methodologies used by the Company,
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with the Registrar of Companies, the Scheme
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in particular for weighted average cost of capital, terminal
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became effective from 12 September 2024.
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growth rate, etc. This is based on our knowledge of the
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The annual impairment testing of goodwill is
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Company and the market in which the CGU operates.
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performed at the level of the Cash Generating •
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Evaluated the assumptions applied to key inputs such
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Unit (CGU) to which such goodwill is allocated
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as sales growth, operating costs, weighted average cost
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and was considered to be a key audit matter due
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of capital and terminal growth rates and verified overall
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to the complexity of the accounting requirements
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mathematical accuracy of calculations;
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and the significant judgement involved to •
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Performed a retrospective analysis of the accuracy of the Company’s past projections by comparing historical
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estimate the recoverable amount of the CGU. The
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recoverable amount of the CGU, which is the value
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forecast to actual results;
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in use has been derived from discounted forecast •
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Tested the Company’s analysis of the sensitivity of
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cash flow models. These models use several
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the outcome of impairment to possible changes in key
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assumptions, including estimates of future sales
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assumptions like terminal growth rate, weighted average
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growth, operating costs, terminal growth rates and
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cost of capital, etc.
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weighted- average cost of capital. •
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Assessed the adequacy and appropriateness of the disclosures in the standalone financial statements, relating to the outcome of impairment assessment, as required by the applicable Ind As.
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Demerger of CDMO and Soft Gelatin business
Refer Material Accounting Policies and Note 38 to standalone financial statements
The key audit matter How the matter was addressed in our audit
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During the current year, the Company has Our audit procedures included but were not limited to, the demerged its CDMO and Soft Gelatin business following in relation to accounting of Demerger of CDMO and (‘Demerged business’) pursuant to the Scheme of Soft Gelatin business (‘Demerged business’)
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Arrangement (‘Scheme’) approved by the National •
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Assessed the design, implementation and operating
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Company Law Tribunal (‘NcLT’) on 14 November
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effectiveness of the internal financial controls relevant to
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2024 with an appointed date of April 1, 2024. Upon
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the accounting of the demerger and related disclosures
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filing with the Registrar of Companies, the Scheme
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including around discontinued operations.
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became effective from 27 November 2024.
•
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Read the NCLT order dated 14 November 2024 in respect
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Pursuant to the approval by the NCLT, the demerged
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of approval of the Scheme of Demerger and subsequent
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business has been presented as discontinued
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filing of the order with Registrar of the Companies, on 27
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operations in the standalone financial statements
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November 2024.
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as it meets the requirement of such presentation in ^ accordance with Ind AS 105. The demerger has been accounted for as per the guidance in Appendix A of Ind AS 10 (Distribution of Non- cash assets to
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Reviewed the reasonableness of fairness opinion around the share entitlement ratio obtained by the Management from a Category 1 Merchant Banker.
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the owners) resulting in a gain from discontinued •
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Tested the identification and allocation, both direct and
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operations of Rs. 28,270 million.
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indirect, of assets, liabilities, incomes and expenses
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Consequently, there is a significant impact on the measurement and presentation of such demerger in the standalone financial statements. This required significant judgement from the
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between Demerged business and the remaining business of the Company for current year and corresponding year and ensured its completeness by tracing the account balances to Company’s books of account.
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management in achieving such measurement and •
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Reviewed that the accounting treatment of this Demerger
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presentation objectives, including but not limited
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in the books of account is in accordance with the Scheme
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to valuation of the underlying businesses for the
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and generally accepted accounting principles in India
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purpose of identifying share entitlement ratio and
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including Indian Accounting Standards notified under
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appropriate allocation of assets, liabilities, incomes
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the Companies Act, 2013 (“Ind AS”).
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and expenses of such demerged business. •
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Assessed the adequacy and appropriateness of the
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This has been considered as a key audit matter in
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disclosures in the standalone financial statements,
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view of the non-routine nature and magnitude of
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relating to the discontinued operations, as required by
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the transaction, its presentation as a ‘discontinued operation’ and owing to the above mentioned significant judgement involved.
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the applicable Ind AS.
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Information Other than the Standalone Financial Statements and Auditor’s Report Thereon
The Company’s Management and Board of Directors are responsible for the other information. The other information comprises the Management Reports such as Board’s Report, Management Discussion and Analysis, Corporate Governance Report and Business Responsibility and Sustainability Report, but does not include the financial statements and auditor’s report thereon, which we obtained prior to the date of this auditor’s report, and the remaining sections of the Company’s Annual Report, which are expected to be made available to us after that date.
Our opinion on the standalone financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with 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 on the other information that we obtained prior to the date of this auditor’s report, 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.
When we read the remaining sections of 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 and take necessary actions, as applicable under the applicable laws and regulations.
Management’s and Board of Directors’ Responsibilities for the Standalone Financial Statements
The Company’s Management and Board of Directors are 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 state of affairs, profit/ loss and other comprehensive income, 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) specified 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 standalone 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 financial statements, the Management and 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 intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is 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 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these standalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the standalone 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 the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting in preparation of standalone financial statements 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 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.
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 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
The merger of Strides Alathur Private Limited (formerly known as Vivimed Life Sciences Privated Limited) (‘the transferor’) with Strides Pharma Science Limited has been accounted for during the year ended 31 March 2025 in accordance with the Scheme of Amalgamation approved by the NCLT vide order dated 13 August 2024. Amalgamation has been accounted for by the Company as if it had occurred from the beginning of the preceding year in the standalone financial statements as per the requirement of Appendix C of Ind AS 103 i.e. the corresponding amounts for the previous year ended 31 March 2024, have been restated by the Company after recognising the effect of the amalgamation as above.
The corresponding figures for the year ended 31 March 2024, in so far it pertains to the transferor company, have been audited by another auditor who had expressed an unmodified opinion on 16 May 2024.
Our opinion is not modified in respect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2 A. 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 standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), the standalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are in agreement with the books of account.
d. In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 of the Act read with the overriding effect of the Scheme approved by the NCLT as described in Emphasis of Matter paragraph above.
e. On the basis of the written representations received from the directors dated from 01 April 2025 to 21 April 2025 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. With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in ‘‘Annexure B”.
B. 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:
a. The Company has disclosed the impact of pending litigations as at 31 March 2025 on its financial position in its standalone financial statements - Refer Note 42 to the standalone financial statements.
b. 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 - Refer Note 53 to the standalone financial statements.
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
d (i) The management has represented that, to the best of their knowledge and belief, as disclosed in the Note 51 to the standalone financial statements, 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 person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall 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.
(ii) The management has represented that, to the best of their knowledge and belief, as disclosed in the Note 51 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Parties (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures performed 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 (i) and (ii) above, contain any material misstatement.
e. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is in accordance with Section 123 of the Act to the extent it applies to payment of dividend.
As stated in Note 54 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend for the year 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.
f. Based on our examination which included test checks, the Company has used accounting softwares for maintaining its books of account, which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective software. Further, where audit trail (edit log) facility was enabled and operated throughout the year for the respective accounting software, we did not come across any instance of the audit trail feature being tampered with. Additionally, where audit trail (edit log) facility was enabled, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid/payable by the Company to its directors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which are required to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.:101248W/W-100022
G Prakash
Partner
Membership No.: 099696
ICAI UDIN:25099696BMOOJE6615
Place: Bangalore
Date: 22 May 2025
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