Independent Auditor's Report

AUDITOR'S OPINION

We have audited the accompanying Standalone
Financial Statements of Dishman Carbogen Amcis
Limited ("the Company”), which comprise the balance
sheet as at 31^st March, 2023, and the statement of Profit
and Loss (including Other Comprehensive income),
statement of changes in equity and statement of cash
flows for the year then ended, on that date and notes
to the financial statements, including a summary of
significant accounting policies and other explanatory
information (hereinafter referred to as "standalone
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 ("the Act”) in
the manner so required and give a true and fair view
in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with the
Companies (Indian Accounting 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 31^st March, 2023, its Loss including other
comprehensive Income, changes in equity and its cash
flows for the year ended on that date.

BASIS FOR OPINION

We conducted our audit of the standalone financials
statements in accordance with the Standards on
Auditing (SAs) as specified under section 143(10) of
the Companies Act, 2013. 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 ofIndia
(ICAI) together with the independence 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 ICAI's 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.

EMPHASIS OF MATTER

a) We draw attention to Note 28A the Statement
detailing the accounting treatment relating
to the Scheme involving merger of Dishman
Pharmaceuticals and Chemicals Limited and
Dishman Care Limited with Dishman Carbogen
Amcis Limited, which has been accounted in the

year 2016-17 under the "Purchase Method" as per
the then prevailing Accounting Standard 14 -
Accounting for Amalgamation in compliance with
the Scheme of Amalgamation pursuant to Sections
391 to 394 of Companies Act, 1956 approved by
the Hon'ble High Court of Gujarat. In accordance
with the Scheme, the Company had recognized
Goodwill on Amalgamation amounting to
' 1,326.86 Crores which is amortised Considering
life of 15 years from the Appointed date i.e., January
01,2015 to till 30^th September, 2022. This accounting
treatment is different from that prescribed under
Indian Accounting Standard (Ind AS - 103 Business
Combination).

Further, Board of directors has re-assessed the life of
goodwill during the year, considering the benefits
to be available to the company going forward, and
accordingly has decided to amortize the carrying
value of ' 685.58 Crores as on 1^st April, 2022 over a
revised life of 15 Years, starting from 1^st April, 22. Had
the useful life of the Goodwill not been revised by
the Board of Directors, retrospectively from 1^st April,

2022, the Depreciation and Amortization expense
for year ended 31^st March, 2023 would have been
higher by ' 42.75 Crores and profit before tax for
the year ended 31^st March, 2023 would have been
lower by equivalent amount.

Had the goodwill not been amortized as
required under Ind AS 103, the Depreciation
and Amortization expense for the year ended
31^st March, 2023, would have been lower by ' 45.71
crores, respectively, and the Profit Before Tax for the
corresponding periods would have been higher
by an equivalent amount. Goodwill amounting to
' 639.87 Crores is outstanding as on 31^st March,

2023. Had the goodwill not been amortized,
assets of the company would have been higher by
' 686.99 Crores.

b) We draw attention to Note 41 to the standalone
financial statements in relation to certain
audit observation issued by the Swissmedic
and European Directorate for the quality of
medicines & Healthcare (EDQM) on account
of joint inspection carried out by them for the
Company's manufacturing plant at Bavla and
certain Certificate of suitability (CEPs) were also
suspended. As a result, Company's operations at
Bavla, production, revenue and profitability has
been adversely impacted since March 2020 till
now.

Our opinion is not modified in respect of the above
matters.

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 financial year ended 31^st March 2023. 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. We have determined the matters described below to be
the key audit matters to be communicated in our report.

We have fulfilled the responsibilities described in the 'Auditor's Responsibilities for the Audit of the Standalone
Financial Statements' section of our report, including in relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to our assessment of the risks of material misstatement of
the standalone financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the accompanying standalone financial
statements.

Compiled by: Dion Global Solutions Limited

How our Audit addressed the Key Audit Matter

Impairment assessment of carrying value of investments in subsidiaries
(Refer Note 4(a)(i) to the standalone financial statements)

Our procedures included the following:

• Obtained understanding of design and implementation
of relevant internal controls w.r.t Investments including its
impairment assessment.

• Performed necessary audit procedures to test the operating
effectiveness of the relevant internal controls with respect to
valuation of Investments including impairment assessment
thereof during the year ended as of 31^st March, 2023.

• Obtained management's evaluation of impairment analysis
including future cash flows used by the management in the
model to compute the recoverable value / value in use.

• Obtained the valuation report on Impairment testing of
investments in standalone books.

• Obtained the subsidiary auditors Impairment testing working
file certifying the fair value of Investment at various subsidiaries.

• Involved our valuation specialists to assists us in evaluating
methodologies, impairment calculations and underlying
assumptions applied by the management in the impairment
testing.

• Evaluated the appropriateness of the disclosure in
the standalone financial statements and assessed the
completeness and mathematical accuracy.

Evaluation of uncertain tax positions

(Refer Note 29 to the standalone financial statements)

Our procedures included the following:

• Gained an understanding of the process of identification of
claims, litigations and contingent liabilities and identified
key controls in the process. For selected controls we have
performed tests of controls.

• Obtained the summary of Company's legal and tax cases and
critically assessed management's position through discussions
with the Legal Counsel, Head of Tax and operational
management, on both the probability of success in significant
cases, and the magnitude of any potential loss.

• Inspected external legal opinions (where considered necessary)
and other evidence to corroborate management's assessment
of the risk profile in respect of legal claims.

Engaged our tax specialists to technically appraise the tax
positions taken by management with respect to local tax issues.

Assessed the relevant disclosures made within the financial
statements to address whether they appropriately reflect
the facts and circumstances of the respective tax and legal
exposures and the requirements of relevant accounting
standards.

INFORMATION OTHER THAN THE
FINANCIAL STATEMENTS AND AUDITOR'S
REPORT THEREON

The Company's Board of Directors is responsible for the
other information. The other information comprises
the information included in the Board's report and
Annexure to Board's Report but does not include the
financial statements and our auditor's report thereon.

Our opinion on the standalone financial statements
does not cover the other information and we do 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 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, 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.

MANAGEMENT'S RESPONSIBILITY FOR THE
STANDALONE FINANCIAL STATEMENT

The Company's Board of Directors is responsible for
the matters stated in section 134(5) of the Act, with
respect to the preparation of these standalone financial
statements that give a true and fair view of the financial
position, financial performance, total 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 read with the Companies (Indian
Accounting Standards) Rules, 2015, as amended. 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,
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 Board of Directors 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 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
scepticism 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 ofinternal 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 in financial statements in place and
the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting
policies used and the reasonableness of accounting
estimates and related disclosures made by
management.

• Conclude on the appropriateness of management's
use of the going concern basis of accounting and,
based on the audit evidence obtained, whether
a material uncertainty exists related to events or

conditions that may cast significant doubt on the
Company's ability to continue as a going concern.
If we conclude that a material uncertainty exists,
we are required to draw attention in our auditor's
report to the related disclosures in the standalone
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
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.

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 sub-section (11) of
section 143 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. 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 Balance Sheet, the Statement of Profit
and Loss including Other Comprehensive
income, the statement of changes in equity
and the Cash Flow Statement 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 Rule 7 of the
Companies (Indian Accounting Standards)
Rules, 2015, as amended.

(e) On the basis of the written representations
received from the directors as on 31^st March,
2023 taken on record by the Board of Directors,
none of the directors is disqualified as on
31^st March, 2023 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 these
standalone financial statements of the
Company and the operating effectiveness of
such controls, refer to our separate Report in
“Annexure B” to this report;

(g) With respect to the other matters to be
included in the Auditor's Report in accordance
with the requirements of section 197(16) of the
Act, as amended:

In our opinion and to the best of our information
and according to the explanations given to us,
the managerial remuneration has been paid
by the company to its directors during the year
is in accordance with provisions of Section 197
of the Act read with Schedule V to the Act;

(h) With respect to the other matters to be
included in the Auditor's Report in accordance
with Rule 11 of the Companies (Audit and
Auditors) Rules, 2014, as amended in our
opinion and to the best of our information and
according to the explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its standalone financial statements -
Refer Note 29 to the standalone financial
statements;

ii. Provision has been made in the financial
statements, 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's education and protection
fund by the company.

There were no amounts which were
required to be transferred to the investor's
education and protection fund by the
company.

iv. (a) The Management has represented

that, to the best of their knowledge
and belief, 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 entities, 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;

(b) The management has represented,
that, to the best of their knowledge
and belief, 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, 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 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 (a) and (b) contain
any material mis-statement.

v. Company has not declared or paid any
dividend during the year.

vi. Proviso to rule 3(1) of the companies (Accounts) Rules 2014 for maintaining books of account using
accounting software which has a feature of recording audit trail (edit log) facility is applicable to the
company with effect from 1^st April, 2023 and accordingly reporting under rule 11(g) of the companies
(Audit and Auditors) Rules, 2014 is not applicable for the financial year ended 31^st march, 2023.

For T R Chadha & Co LLP

Chartered Accountants

Firm's Reg. No.: 006711N/N500028

Brijesh Thakkar

(Partner)

Membership No.: 135556
UDIN: 23135556BGUWW H2598

Date: 23^rd May, 2023
Place: Ahmedabad