p) Provisions (other than for employee benefits)

A provision is recognized if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows at a pretax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at reporting date, taking into account the risks and uncertainties surrounding the obligation. When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably. The reimbursement is treated as a separate asset. Provisions are reviewed at each reporting date and adjusted to reflect current best estimates.

q) Contingent liabilities and contingent assets

Contingent liability is a possible obligation arising from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the entity or a present obligation that arises from past events but is not recognized because it is not probable that an outflow of resources embodying economic benefits will be required to settle the obligation or the amount of the obligation cannot be measured with sufficient reliability. The Company does not recognize a contingent liability but discloses its existence in the standalone financial statements.

Contingent assets usually arise from unplanned or other unexpected events that give rise to the possibility of an inflow of economic benefits to the entity. Contingent assets are recognized when the realization of income is virtually certain, then the related asset is not a contingent asset and its recognition is appropriate. A contingent asset is disclosed where an inflow of economic benefits is probable.

Contingent liabilities and contingent assets are reviewed at each reporting date and adjusted to reflect the current best estimates.

r) Commitments

Commitments include the amount of purchase order (net of advances) issued to parties for completion of assets. Commitments are reviewed at each reporting date.

s) Operating segment

An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components, and for which discrete financial information is available. All

operating segments' operating results are reviewed regularly by the Company's Chief Operating Decision Maker (CODM) to make decisions about resources to be allocated to the segments and assess their performance.

t) Cash and cash equivalents

For the purpose of presentation in the Statement of Cash Flows, cash and cash equivalents include cash in hand, demand deposits held with banks, other shortterm highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

u) Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit for the period is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

v) Earnings per share

Basic earnings/ (loss) per share are calculated by dividing the net profit/ (loss) for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the year is adjusted for events of bonus issue and share split. For the purpose of calculating diluted earnings/ (loss) per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding

during the period are adjusted for the effects of all dilutive potential equity shares.

w) Corporate Social Responsibility (“CSR") expenditure

CSR expenditure incurred by the Company is charged to the Statement of the Profit and Loss.

x) Share capital

Equity shares: Incremental costs directly attributable to the issue of equity shares are recognized as a deduction from equity. Income tax relating to transaction costs of an equity transaction is accounted for in accordance with Ind AS 12.

Preference shares: The Company compulsorily convertible preference shares ("CCPS") are classified as financial liabilities, because the instrument holders, in terms of the underlying agreement, had exit rights including requiring the Company to buy back shares held by them where upon the conversion ratio is also not fixed. Since both the conversion and redemption feature is conditional upon an event not under the control of the issuer, and may require entity to deliver cash, which issuer cannot avoid, or convert the CCPS into equity shares, where the fixed for fixed condition is not met, therefore, CCPS have been considered a "hybrid" financial liability.

NOTE 4. RECENT ACCOUNTING PRONOUNCEMENTS

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the period ended 31 March 2024, MCA has not notified any new standards or amendments to the existing standard applicable to the Company that has not been applied.

NOTE 21. BORROWINGS (Contd.)

(j) Unconditional and irrevocable personal guarantee of Manoj Kumar Lohariwala, Vinay Kumar Lohariwala and Gian Prakash Agarwal for ' 750 each.

(k) Primary stock and debtors of the Subsidiary Company.

(l) Entire fixed assets (movable and immovable) (present and future) of the Holding Company created out of bank finance.

(m) Entire movable fixed assets of the Innova Captab (partnership firm) that were acquired by the Holding Company as part of slump sale from Innova Captab (partnership firm) as at 31 March 2021.

(n) Stocks of raw material, stock-in-process, finished goods including stocks in transit and receivables arising there from both present and future of Innova Captab (partnership firm).

(o) Stocks of raw material, stock-in-process, finished goods including stocks in transit and receivables arising there from both present and future of the Holding Company.

Note III: Closure of Charges

The Company is in process of closure of charges related to the loan repaid as at year ended on 31 March 2024.

Note IV: Deposit from directors

The Company had taken deposits from Manoj Kumar Lohariwala and Vinay Kumar Lohariwala, that carry interest rate of 7% per annum and were repayable on demand. The terms of repayment were amended in year ending on 31 March 2023 on the basis addendum to the loan agreement ("addendum") dated 31 March 2022 and as per the addendum, deposits are repayable on 30 March 2027. The same is repaid during the year ended 31 March 2024.

Note V: Cumulative compulsorily convertible preference shares

The Company had issued 1,412,430 cumulative compulsorily convertible preference share ('CCCPS') at face value of ' 10 and at premium of ' 344 per CCCPS, during the year ended on 31 March 2023. The CCCPS holders of the Company, in terms of the underlying agreement, have exit rights that include requiring the Company to buy back shares held by them upon occurrence of an event not under the control of the Company and where upon the conversion, the ratio of conversion is also not fixed but dependent upon share price at time of occurrence of such event. Accordingly, since both the conversion and redemption feature is conditional upon an event not under the control of the issuer, and may require entity to deliver cash, which issuer cannot avoid, or convert the CCCPS into equity shares, where the fixed condition is not met, therefore, CCCPS have been considered a "non-current hybrid" financial liability, with a host non-derivative liability component for the interest and principal amount amounting to ' 401.30 and a separable derivative component amounting to ' 98.70 on the initial date of recognition as both the ratio and timing of conversion was uncertain. As per the requirements of IND AS 109, the derivative component has been re-measured at fair value of ' Nil (31 March 2023: ' 78.94) on reporting date and the change in fair value of ' 19.36 has been recognized as a loss in the Statement of Profit and Loss for the year ended 31 March 2024 (31 March 2023: Gain of ' 19.76).

b. Defined benefit plans Gratuity

The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employees who have completed five years of service are entitled to specific benefit. The level of benefit provided depends on the member's length of service and salary retirement age. The employee is entitled to a benefit equivalent to 15 days salary last drawn for each completed year of service. The same is payable on termination of service or retirement or death whichever is earlier. The present value of the obligation under such defined benefit plan is determined based on an actuarial valuation as at the reporting date using the projected unit credit method, which recognizes each year of service as giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation. The obligations are measured at the present value of the estimated future cash flows. The discount rate used for determining the present value of the obligation under defined benefit plans is based on the market yields on government bonds as at the date of actuarial valuation. Actuarial gains and losses (net of tax) are recognized immediately in the Other Comprehensive Income (OCI).

This is an unfunded benefit plan for qualifying employees. This scheme provides for a lump sum payment to vested employees at retirement, death while in employment or on termination of employment. Vesting occurs upon completion of five years of service.

The above defined benefit plan exposes the Company to following risks:

Interest rate risk:

The defined benefit obligation calculated uses a discount rate based on government bonds. If bond yields fall, the defined benefit obligation will tend to increase.

NOTE 45(a). FINANCIAL RISK MANAGEMENT Risk management framework

The Company is exposed to market risk, credit risk and liquidity risk. The Company's board of director oversees the management of these risks. The Company's board of director is responsible to ensure that Company's financial risk activities which are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The Board of directors reviews and agrees policies for managing each of these risks, which are summarized below.

(i) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises interest rate risk and currency risk financial instruments affected by market risk include trade receivables, trade payables and borrowings. The objective of market risk management is to manage and control market risk exposures within acceptable parameters while optimizing the return.

(a) Interest Rate Risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's borrowings with floating interest rates. The Company is exposed to interest rate risk because funds are borrowed at floating interest rates. Interest rate risk is measured by using the cash flow sensitivity for changes in variable interest rate. The exposure of the Company's borrowing to interest rate changes as reported to the management at the end of the reporting year are as follows:

(b) Currency risk

Foreign currency risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to the effects of fluctuation in the prevailing foreign currency exchange rates on its financial position and cash flows. Exposure arises primarily due to exchange rate fluctuations between the functional currency and other currencies from the Company's operating activities.

The Company does not enter into trade financial instruments including derivative financial instruments for hedging its foreign currency risk.

(ii) Credit risk

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.

(a) Trade receivables

Customer credit risk is managed as per the Company's established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables are regularly monitored.

Based on internal assessment which is driven by the historical experience/current facts available in relation to default and delays in collection thereof, the credit risk for trade receivables is considered low. The Company estimates its allowance for trade receivable using lifetime expected credit loss. Individual receivables which are

(b) Security deposits

The Company furnished security deposits as margin money deposits to bank. The Company considers that its deposits have low credit risk or negligible risk of default as the parties are well established entities and have strong capacity to meet the obligations. Also, where the Company expects that there is an uncertainty in the recovery of deposit, it provides for suitable impairment on the same.

(c) Financial guarantee

The Company provides financial guarantees to banks in respect of credit facilities availed by the subsidiaries from banks to cover the loss on the credit extended to subsidiaries. The Company manages and controls credit risk by setting limits on the amount of risk it is willing to accept for individual entities within the group, and by monitoring exposures in relation to such limits. It is the responsibility of the Board of directors to review and manage credit risk. The Company has assessed the credit risk associated with its financial guarantee contracts for allowance for Expected Credit Loss (ECL) as at the year end. The Company makes use of various reasonable supportive forwardlooking parameters which are both qualitative as well as quantitative while determining the change in credit risk and the probability of default. The Company's maximum exposure relating to financial guarantees as on 31 March 2024 is ' 300.00 (31 March 2023: ' 650.00). Considering the creditworthiness of entities within the group in respect of which financial guarantees have been given to banks, the management believes that the subsidiaries have a low risk of default and do not have any amounts past due. Accordingly, no allowance for expected credit loss needs to be recognized as at year end.

(iv) Excessive risk concentration

Concentrations arise when a number of counterparties are engaged in similar business activities, or activities in the same geographical region, or have economic features that would cause their ability to meet contractual obligations to be similarly affected by changes in economic, political or other conditions. Concentrations indicate the relative sensitivity of the Company's performance to developments affecting a particular industry. In order to avoid excessive concentrations of risk, the Company's policies and procedures include specific guidelines to focus on the maintenance of a diversified portfolio. Identified concentrations of credit risks are controlled and managed accordingly.

NOTE 45(b). CAPITAL RISK MANAGEMENT

For the purpose of the Company's capital management, capital includes issued equity capital, and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company's capital management is to maximize the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions, business strategies and future commitments. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within net debt, trade payables and borrowings, less cash and cash equivalents and other bank balances.

During the year ended 31 March 2024, The Company has acquired Sharon Bio Medicine Limited ("Sharon"), an entity undergoing the corporate insolvency resolution process ("CIRP") under the Insolvency and Bankruptcy Code, 2016 ("IBC") before the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT") since April 2017. Sharon is engaged in the business of manufacturing of intermediates and active pharmaceutical ingredients and finished dosages. It also offers contract manufacturing services for formulations and performs pre-clinical and toxicology research services. The Company has submitted a resolution plan dated 22 August 2022 (as modified on 06 October 2023) ("Resolution Plan") in relation to the CIRP involving Sharon. The Resolution Plan was approved by the committee of creditors on 16 November 2023 by a majority of 79.28% and subsequently an application for approval of the Resolution Plan was filed by the resolution professional with the Hon'ble National Company Law Tribunal, Mumbai Bench ("NCLT"). In line with the resolution plan and as per board resolution passed by the board of directors of Univentis Medicare Limited ("UML') on 20 March 2023, it was decided that acquisition of Sharon would be done through UML.

The Resolution Plan was approved by the NCLT pursuant to its order dated 17 May 2023 and in accordance with the terms of the Resolution Plan approved by the NCLT, UML infused ' 1,954.00 (' 1,944.00 as loan and ' 10.00 as equity share capital) into Sharon on 26 June 2023 and closure of implementation pursuant to the Resolution Plan was achieved on 30 June 2023. Following such infusion of funds by UML, Sharon became a wholly owned subsidiary of UML. UML availed a loan of ' 1,450.00 from HDFC bank for purpose of aforesaid infusion into Sharon. The Guarantee for this loan was given by the Company. Further, as per the affidavit filed by resolution professional on behalf of Company, it was submitted before NCLT that following the acquisition of Sharon by UML, Sharon would merge into UML. However, given that the resolution application did not record the fact of such merger, the merger application was rejected by NCLT vide order dated 16 October 2023.

'The erstwhile Resolution Applicant Peter Back Und Peter Vermoegenssverwaltung ("PBP") in lieu of performance bank guarantee is forfeited by way of the NCLT Order and accordingly sum of ' 10.06 crores appearing as Share application money but pending for allotment, has been transferred to State bank of India by the Abhyudaya Bank.

It is pertinent to note that Sharon was a listed entity as on date when acquisition was made by UML. As of today, all administrative tasks relating to implementation of Resolution Plan are complete and approval for application of delisting has been received by Sharon from stock exchange on 13 February 2024 confirming that the scrips of Sharon will be delisted from the Exchange records w.e.f. 20 February 2024.

Also, during the year ended 31 March 2023, following major events took place at Sharon:

a) A fire broke out at API Unit at Plot No. 6, MIDC Area, Taloja on 26 February 2023 around 8.50 AM in Production Line -II. Property, plant and equipment having gross value ' 23.56 with its written down value ' 9.68 and Stock (Finished Goods) worth ' 1.10 were destroyed in the fire. The above assets were insured for which company has filed a claim of ' 52.30 for property, plant and equipment and ' 1.10 for inventory. The reinstatement of Production Line-II has been completed and the Company has started the production activities from 22 March 2024.The Company is expecting the insurance proceeds to be received by end of June 2024.

b) On 09 March 2023, a search and Investigation was conducted by the Central Bureau of Investigation ("CBI") simultaneously at all business locations of the Company, including the Dehradun Plant, API unit at Taloja, Toxicology unit at Taloja, Satra Plaza and Corporate Office at Vashi, and the same continued overnight and was concluded on 10 March 2023. During the course of investigation, the CBI officials made enquiries with the management of the Company, sought information from the key personnel and seized certain documents which are relevant for their investigation. It is pertinent to note that the CBI officials have seized and taken complete control over the server and other related accounting and secretarial records from the premises of the Corporate Office of the Company at Vashi and have carried the server with them for investigation purposes. They have also instructed the Company personnel at Toxicology unit to surrender the server at the earliest, which was handed over to CBI on 06 April 2023. As per the management's assessment this search and seizure did not impact the ongoing operations of Sharon as the Company had adequate data recovery measures in place. Further, the search and seizure, pertained to erstwhile promoters of Sharon and with respect to trading activities for the years priors to Pre-CIRP period and bears no negative/adverse impact on the Company.

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

(ii) The Company does not have any transactions/outstanding balances with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act, 1956.

(iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.

(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

(v) During the year ended 31 March 2024, the Company has provided a total unsecured loan of ' 1,366.00 to its Univentis medicare limited ("UML') out of which ' 100.00 was provided to the Company during the period ended 30 June 2023 out of which ' 10.00 has been invested by the UML in Sharon Bio-medicine Limited on 26 June 2023 subsequent to this Sharon Bio-Medicine Limited became wholly owned subsidiary on 30 June 2023 and rest as unsecured loan to SBML and balance amount out of ' 1,366.00 utilised toward repayment of HDFC bank term loan. Apart from this, 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, 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. Further the relevant provisions of the Foreign Exchange Management Act, 1999 (42 of 1999) and Companies Act has been complied with for such transactions and the transactions are not violative of the Prevention of Money-Laundering Act, 2002 (15 of 2003).

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall: (a) 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 (b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries

(viii) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961

(ix) The Company have not been declared wilful defaulter by any bank or financial institution or government or any government authority.

(x) The Company has complied with the number of layers prescribed under the Companies Act, 2013.

(xi) The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.

(xii) The Company is not a Core Investment Company (as per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016).

(xiii) The Company has used borrowing for the purpose for which they have been obtained.

NOTE 51. 'The Company has completed its IPO of 12,723,214 equity shares of face value ' 10 each at an issue price of ' 448 per share (including a share premium of ' 438 per share) and as a result the equity shares of the Company were listed on National Stock Exchange of India Limited ('NSE') and BSE Limited ('BSE') on 29 December 2023. The issue comprised of a fresh issue of 7,142,857 equity shares aggregating to ' 3,200.00 and offer for sale of 5,580,357 equity shares by selling shareholders aggregating to ' 2,500.00.

The Company has estimated ' 478.39 as IPO related expenses and allocated such expenses between the Company (' 272.29 of this amount, ' 263.17 has been adjusted to the security premium account) and selling shareholders (' 205.60) in proportion to the equity shares allotted to the public as fresh issue by the Company and under offer for sale by selling shareholder respectively. Out of the total IPO proceeds the fund available in monitoring agency account is ' 94.93 for remitting funds for pending IPO related expenses.

The Company has received an amount of ' 2,931.09 (net of IPO expenses of ' 268.91) from proceeds out of fresh issue of equity shares.Out of these proceeds, ' 3.88 is payable to selling shareholders on account of IPO expenses incurred on behalf of the Company. The utilization of the net IPO proceeds is summarised below

As per our report of even date attached.

For B S R & Co. LLP For and on behalf of Board of Directors of

Chartered Accountants Innova Captab Limited

Firm registration number: 101248W/W-100022

Gaurav Mahajan Manoj Kumar Lohariwala Vinay Kumar Lohariwala

Partner Chairman & Wholetime Director Managing Director

Membership Number : 507857 DIN : 00144656 DIN : 00144700

Lokesh Bhasin Neeharika Shukla

Chief Financial Officer Company Secretary

M.No.: A42724

Place: Panchkula Place: Panchkula

Date: 29 May 2024 Date: 29 May 2024