1. We have audited the accompanying standalone financial statements of Cohance Lifesciences Limited (formerly known as Suven Pharmaceuticals Limited) ('the Company'), which comprise the Standalone Balance Sheet as at 31 March 2025, the Standalone Statement of Profit and Loss (including Other Comprehensive Income), the Standalone Statement of Cash Flow and the Standalone Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information, in which are included the returns for the year ended on that date audited by the branch auditor of the Company's branch located at New Jersey, United States of America.
2. In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the report of the branch auditor as referred to in paragraph 15 below, the aforesaid standalone 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 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 ('ICAO 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 together with the audit evidence obtained by the branch auditor, in terms of their report referred to in paragraph 15 of the Other Matter section below 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, and based on the consideration of the report of the branch auditor as referred to paragraph 15 below, 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.
5. We have determined the matter described below to be the key audit matter to be communicated in our report..
|
Key audit matter
|
How our audit addressed the key audit matter
|
|
Revenue Recognition
|
Our audit procedures included, but were not limited to, the
|
|
(Refer note 2.11 to the accompanying Standalone Financial
|
following:
|
|
Statements for material accounting policy information on
|
•
|
Obtained an understanding of the management's process
|
|
revenue recognition and note 26 for the related disclosure
|
|
for revenue recognition and assessed the appropriateness
|
|
made during the year)
|
|
of the accounting policy on revenue recognition in
|
|
The Company derives revenues primarily from manufacture and
|
|
accordance with Ind AS 115;
|
|
sale of Active Pharma Ingredients (API) including intermediates
|
•
|
Evaluated the design and tested the operating
|
|
and contract research services. The Company recognises the
|
|
effectiveness of key controls over the recognition and
|
|
revenue from contracts with customers in accordance with
|
|
measurement of revenue;
|
|
Ind AS 115 "Revenue from Contracts with Customers" ('Ind AS
|
•
|
Performed substantive analytical procedures on revenue
|
|
115') when the performance obligation is satisfied, which in case of sale of goods is determined to be at the point of time and in case of contract research services is determined to be
|
|
such as ratio analysis, region-wise sale analysis, etc to identify any unusual and/or material variances;
|
|
over time, when the customer obtains controls of the goods and services. The revenue towards a performance obligation is measured based on the transaction price specified in the
|
•
|
Performed substantive testing on a selected samples of revenue transactions recorded during the year, and transactions recorded during a specific period before and after year end, by inspecting supporting documents such as invoices, agreements, dispatch memos, etc., to ensure
|
|
contract, net of discounts, returns and goods and services tax.
|
|
Revenue is a key performance indicator and with the diverse terms of contracts with customers, revenue is determined to be an area involving significant risk in line with the requirements
|
|
revenue is recognised in the correct period and with correct amounts;
|
|
of Standards on Auditing, and hence, requires significant auditor attention. Further, the application of Ind AS 115
|
•
|
Evaluated the appropriateness of the management's assessment that the performance obligations arising from the contract research satisfy the criteria for revenue
|
|
requires management to make certain significant judgements/ estimates, such as determining the timing of revenue
|
|
recognition over time, in accordance with Ind AS 115;
|
|
recognition and transaction price, including the impact of
|
•
|
Tested the calculations of the profit share accounted on
|
|
variable consideration in the form of profit shares as per the
|
|
expected value method to underlying arrangements with
|
|
terms of contracts with the customers.
|
|
customers and other supporting documents;
|
|
Considering the diverse terms of contracts with customers,
|
•
|
Tested all the manual sales-related adjustments made
|
|
volume of the transactions, materiality of the amount involved,
|
|
to revenue to ensure the appropriateness of revenue
|
|
and significant attention required by the auditor as mentioned
|
|
recognition during the year; and
|
|
above, revenue recognition has been identified as a key audit
|
•
|
Assessed the adequacy and appropriateness of related
|
|
matter for the current year audit.
|
|
disclosures made in the standalone financial statements with respect to revenue recognized during the year in accordance with the applicable accounting standards.
|
Information other than the Standalone 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 standalone 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 standalone 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 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 standalone 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 Standalone Financial
Statements
7. The accompanying standalone 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 standalone 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 standalone 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
Standalone Financial Statements
10. 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 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 standalone 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 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 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 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; and
• Obtain sufficient appropriate audit evidence regarding the business activities and financial statements of the Company which includes financial information of its branch, to express an opinion on the standalone financial statements. We are responsible for the direction, supervision and performance of the audit of financial statements of the Company, of which we are the independent auditors. For the branch, included in the standalone financial statements, which have been audited by the branch auditor, such branch auditor remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.
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 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
15. We did not audit the financial statement or one branch included in the standalone financial statements of the Company whose financial statement reflects total assets of C2.18 Crores as at 31 March 2025, and the total revenues of CNil and net cash inflows of C0.78 Crores for the year ended on that date. This financial statement has been audited by the branch auditor whose report has been furnished to us by the management, and our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of these branch and our report in terms of sub¬ section (3) of section 143 of the Act in so far as it relates to the aforesaid branch, is based solely on the report of such branch auditor.
Further, the above branch is located outside India whose financial statements and other financial information have been prepared in accordance with accounting principles generally accepted in their respective country and which has been audited by branch auditor under generally accepted auditing standards applicable in its respective country. The Company's management has converted the financial statements of such branches from accounting principles generally accepted in their respective country to accounting principles generally accepted in India. We have audited these conversion adjustments made by the Company's management. Our opinion on the standalone financial statements, in so far as it relates to the amounts and disclosures included in respect of such branch, is based on the report of branch auditor and the conversion adjustments prepared by the management of the Company and audited by us.
Our opinion above on the standalone financial statements, and our report on other legal and regulatory requirements below, are not modified in respect of the above matters with respect to our reliance on the work done by and the report of the branch auditor.
16. The standalone financial statements of the Company for the year ended 31 March 2024 were audited by the predecessor auditor, M/s Karvy & Co., Chartered Accountants who have expressed an unmodified opinion on those standalone financial statements vide their audit report dated 30 May 2024.
17. The comparative financial information presented in the accompanying standalone financial statements includes the financial information of Casper Pharma Private Limited, the erstwhile subsidiary company (hereinafter
referred to as "Transferor Company"), for the year ended 31 March 2024, pursuant to the scheme of amalgamation between the Company and the Transferor Company as explained in Note 58 to the accompanying standalone financial statements. Such financial information of the Transferor Company for the year ended 31 March 2024 has been audited by K. Nagaraju & Associates, who have expressed unmodified opinion on those financial information vide their audit report dated 24 May 2024, which have been furnished to us by the management and have been relied upon by us for the purpose of our audit of the accompanying standalone financial statements. Our opinion is not modified in respect of the above matter.
Report on Other Legal and Regulatory Requirements
18. 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.
19. As required by the Companies (Auditor's Report) Order, 2020 ('the Order1) 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.
20. Further to our comments in Annexure A, as required by section 143(3) of the Act based on our audit, and on the consideration of the report of the branch auditor as referred to in paragraph 15 above, 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 standalone financial statements;
b) Except for the matters stated in paragraph 20(i)(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 and proper returns adequate for the purposes of our audit have been received from the branch not visited by us;
c) The report on the accounts of the branch office of the Company audited under section 143(8) of the Act by the branch auditor has been sent to us and have been properly dealt with by us in preparing this report;
d) The standalone financial statements dealt with by this report are in agreement with the books of account and with the return received from the branch not visited by us;
e) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;
f) 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;
g) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in, paragraph 20(b) above on reporting under section 143(3)(b) of the Act and paragraph 20(i)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
h) 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 B wherein we have expressed an unmodified opinion; and
i) With respect to the other matters to be included in the Auditor's Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the report of the branch auditor as referred to in paragraph 15 above:
(i) The Company, as detailed in note 37 to the standalone 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 57(i) to the standalone 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 57(ii) to the standalone 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 Company has not declared or paid any dividend during the year ended 31 March 2025.
(vi) As stated in Note 44 to the standalone financial statements and based on our examination which included test checks, except for instances/matters mentioned below, the Company, in respect of financial year commencing on or after 1 April 2024, has used accounting software for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the 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 exceptions given below. Furthermore, except for instances/ matters mentioned below the audit trail has been preserved by the Company as per the statutory requirements for record retention.
|
Nature of exception noted
|
Details of Exception
|
|
Instances of accounting software for maintaining books of account which did not have a feature of recording audit trail (edit log) facility.
|
The accounting software (ADP) used for maintenance of payroll records of the Company did not have a feature of recording audit trail (edit log) facility.
|
|
Instances of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated throughout the year for all relevant transactions recorded in the software.
|
The audit trail feature was not enabled at the database level for accounting software (SAP) to log any direct data changes, used for maintenance of accounting records.
|
|
Nature of exception noted
|
Details of Exception
|
|
Instances of accounting software maintained by a third party where we are unable to comment on the audit trail feature at database level.
|
The accounting software used for maintenance of accounting software (Tally) is operated by a third-party software service provider. In the absence of any information on existence of audit trail (edit logs) for any direct changes made at the database level in the 'Independent Service Auditor's Assurance Report on the Description of Controls, their Design and Operating Effectiveness' ('Type 2 report' issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable to comment on whether audit trail feature with respect to the database of the said software was enabled and operated throughout the year.
|
|
Instance of accounting software for maintaining books of account for which the feature of recording audit trail (edit log) facility was not operated effectively during the reporting period.
|
The accounting software used for maintenance of payroll records (Darwin Box) is operated by a third-party software service provider. The 'Type 2 report' issued by the Independent Service Auditor in accordance with SAE 3402 (Revised), did not demonstrate whether the audit trail feature specifically captures the details of what data was changed at the database level for a third-party accounting software used for maintenance of employee records of the Company.
|
For Walker Chandiok & Co LLP
Chartered Accountants Firm's Registration No.: 001076N/N500013
Ashish Gupta
Partner
Membership No.: 504662 UDIN: 25504662BMOOFZ1943
Place: Hyderabad Date: 28 May 2025
|