We have audited the accompanying standalone
financial statements of Shilpa Medicare Limited ("the
company”), which comprise the standalone Balance
Sheet as at March 31,2025, 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
for the year ended on that date, and a summary of the
significant 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
accompanying 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 accounting
principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2025, and
its profits 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
standards are further described in the Auditors
responsibility for the Audit of 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 (ICAI) 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 made thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our
audit opinion on the standalone financial statements.
KEY AUDIT MATTERS
Key Audit matters are those matters that, in our
professional judgment, were of 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. We have determined the matters
described below to be the key audit matters to be
communicated in our report.
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The key audit matter
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How the matter was addressed in our audit
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Revenue from sale of products and services
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Principal audit procedures
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Refer to Note 1.1 (L) of the summary of significant
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Our audit procedures included the following:
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accounting policies to the standalone Ind AS financial
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• We evaluated the Company's accounting policies
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statements.
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related to revenue recognition and assessed its
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Revenue is recognised when the entity has transferred
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compliance in terms of Ind-AS 115 'Revenue from
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the control for the promised goods or Services or on
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contracts with customers';
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completion of performance obligation. The Company
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• We performed a walkthrough, evaluated the
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has a large number of customers operating in various
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design and tested the operating effectiveness
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geographies and sale contracts with customers have
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of controls related to the revenue recognition
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different terms relating to the recognition of revenue.
Terms of sales arrangement, including the timing of
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process;
• For revenue from sale of products, we selected
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transfer of control, Inco terms and identification of
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samples (including year-end testing of cut-
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Performance obligations in case of service contracts
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off transactions) and tested the underlying
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require significant judgement in determining revenue.
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documents, including customer contracts,
invoices and shipping documents to assess and
analyze the timing of recognition of revenue and
contractual terms; Performed trend analysis over
revenue as compared to previous periods.
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The key audit matter
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How the matter was addressed in our audit
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We identified the recognition of revenue from sale of
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•
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Assessing journal entries posted to revenue to
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products and services as a key audit matter as revenue
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identify unusual items not already covered by our
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is a key performance indicator and there could be a
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audit testing.
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risk that revenue is recognised in the incorrect period.
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•
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For revenue from sale of services, we selected
samples and tested underlying documents
and read, analysed the distinct performance
obligations in these contracts.
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•
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We assessed the disclosures in accordance
with Ind AS 115”Revenue from contracts with
customers”
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Assessment of carrying value of Investment
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Principal audit procedures
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and Loans to Subsidiaries, Associates and Joint
Ventures
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Our audit procedures include the following substantive
procedures:
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The Company has investments of ' 1,27,948.00 Lakhs in
equity and preference shares in subsidiaries, associates
and joint ventures as at March 31, 2025. Further the
Company has granted loans having a carrying value of
' 38,870.23 lakhs as at March 31,2025.
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•
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Obtained an understanding of management's
process and evaluated design and tested
operating effectiveness of controls around
identification of indicators of impairment under
Ind AS, and around valuation of the business
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The carrying value of investments in and loans to
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to determine recoverable value of the said
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subsidiaries, associates and joint ventures will be
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investment.
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recovered through future cash flows and there is
inherent risk that these assets will be impaired if these
cash flows do not meet the Company's expectations.
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•
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Assessed the appropriateness of methodology
and valuation model used by the management
to estimate the recoverable value of investments.
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Refer to note 1.1 (d) in the Standalone Financial
Statements for details of accounting policies on
impairment of assets and related disclosures.
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•
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Assessed cash flow forecasts to ensure consistency
with current operations of the Company and
performed sensitivity analysis on key assumptions
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Valuation of investment in and loans to subsidiaries,
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used in management's calculated recoverable
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associates and joint ventures is a key audit matter due
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value
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to:
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•
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Assessed the reasonableness of assumptions
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• The inherent complexity in auditing the forward-
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relating to revenue growth rate, gross margins,
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looking assumptions applied to recoverable value
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discount rates etc. based on historical results,
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given the significant judgements involved. The
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current developments and future plans of the
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key assumptions in the cash flow models include
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business estimated by management using
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the forecast revenue, margins, terminal growth
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expertise of our valuation specialist on required
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and discount rates.
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parameters.
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•
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Performed sensitivity analysis of the key
assumptions, including future revenue growth
rates, future gross margins, and the discount rate
applied in the recoverable value and considering
the resulting impact on the impairment testing
and whether selection of these key assumptions
is appropriate.
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•
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Based on our procedures, we also considered the
adequacy of disclosures in respect of investment
in and loans to the said subsidiaries, associates
and joint venture in the notes to the standalone
financial statements.
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The key audit matter
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How the matter was addressed in our audit
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Minimum Alternate Tax (MAT) Credit Entitlement -
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Principal audit procedures
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Deferred tax assets
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In respect of such deferred tax assets, we assessed
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The Company pays minimum alternate tax (MAT)
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recoverability from a tax perspective by performing
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under section 115JB of the Income Tax Act, 1961. The
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the following procedures:
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MAT paid would be available as an offset over a period
of 15 years. The MAT credit is recognized as a deferred
tax asset to be available for offset when the Company
pays taxes under the provision of Income Tax Act,
1961. The balance of MAT credit receivable as at March
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• Evaluating the design, implementation and
operating effectiveness of the relevant internal
controls over recognition and measurement of
MAT credit assets.
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31, 2025 is ' 4,775.60 Lakhs (refer note 1.1(q) to the
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• Understanding why the MAT credit entitlement
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standalone financial statements).
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arose and whether the MAT credit entitlement
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The recognition and recoverability of deferred tax
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can be utilized.
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asset on account of MAT credit requires significant
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• Assessed the sensitivity analysis applied by the
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judgement regarding the Company's future
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Company and evaluated if any change in the
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profitability and taxable income which will result in
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assumptions will lead to any material change in
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utilization of the MAT credit within the time limits
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carrying amount.
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available under the applicable Income tax laws.
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• assessing any restriction in use of the MAT credit
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entitlement and
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Further, we assessed the applicability of Ind AS 12
Income Taxes by assessing management's assessment
of recoverability of MAT credit entitlement against
forecast income streams, including reliability of future
income projections.
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We validated the appropriateness of the related
disclosures in the standalone financial statements.
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INFORMATION OTHER THAN THE 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 information included
in the Management Board's Report, Management
Discussion and Analysis, Business Responsibility and
Sustainability Report, Corporate Governance and
Shareholder's Information, but does not include the
standalone financial statements and our auditor's
report thereon, 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
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 during the course of our 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.
When we read the other sections of the Annual
Report (other than those mentioned above), 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.
RESPONSIBILITIES OF MANAGEMENT AND
THOSE CHARGED WITH GOVERNANCE FOR
THE STANDALONE FINANCIAL STATEMENTS
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 including
other comprehensive income, cash flows and changes
in equity of the Company in accordance with the
Indian Accounting Standards (Ind AS) prescribed
under Section 133 of the Act read with relevant rules
issued there under 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 the 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 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 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.
The Board of Directors are responsible for overseeing
the Company's financial reporting process of each
Company.
AUDITOR'S RESPONSIBILITY 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 of internal financial
controls 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 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 and Board of Directors.
• Conclude on the appropriateness of the
Management and 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.
We communicate with those charged with governance
of the company 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 the
paragraph 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 except for the
matters stated in paragraph 2(vi) below on
reporting under Rule 11(g).
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 financial
statements comply with the Indian
Accounting Standards (Ind AS) prescribed
under Section 133 of the Act.
e) On the basis of written representations
received from the directors as on March
31, 2025 taken on record by the Board of
Directors, none of the directors is disqualified
as on March 31,2025 from being appointed
as a director in terms of Section 164(2) of
the Act.
f) With respect to the adequacy of 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”.
g) With respect to the other matters to
be included in the Auditor's Report in
accordance with the requirement of Section
197(16) of the Act, as amended, in our
opinion and according to the information
and explanations given to us, remuneration
paid by the Company to its directors during
the current year is in accordance with the
provisions of Section 197 of 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, 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.
ii. The Company has made provision,
as required under the applicable law
or accounting standards, for material
foreseeable losses, if any, on long-term
contracts including derivative contracts;
iii. There has been no delay in transferring
amounts, required to be transferred, to
the Investor Education and Protection
Fund by the Company.
iv. (a) The Management has represented
that, to the best of its knowledge
and belief, no funds (which are
material either individually or in the
aggregate) 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 or entity, including foreign
entity ("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 its knowledge
and belief, no funds (which are
material either individually or in
the aggregate) have been received
by the Company from any person
or entity, including foreign entity
("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;
(c) Based on the audit procedures
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) above,
contain any material misstatement.
v. During the year neither any interim
dividend nor any dividend pertaining to
previous year has been declared or paid
by the company.
The Board of Directors of the Company
has proposed final dividend for the
financial year 2024-2025 which is
subject to the approval of the members
at the ensuing Annual General Meeting.
The amount of dividend proposed is in
accordance with Section 123 of the Act
as applicable.
vi. Based on our examination, which
included test checks, and relying on
the representations / explanations from
the Company, the Company has used
accounting software for maintaining
its books of account for the financial
year ended March 31,2025 which has
a feature of recording audit trail (edit
log) facility and the same has operated
throughout the year for all the relevant
transactions recorded in the software.
Further, during the course of our audit
we did not come across any instance of
the audit trail feature being tampered
with in respect of accounting software.
Additionally, the audit trail, where
enabled, has been preserved and
retained by the company as per the
statutory requirements for record
retention.
for B N P S And Associates LLP.
Chartered Accountants
Firm's Regn No. 0008127S/S200013
CA. Yogesh R Bung
Partner
Place: Mumbai Membership No. 143932
Date : 26.05.2025 UDIN:: 25143932BMIPLY7476
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