We have audited the accompanying financial statements
of M/S ZENITH DRUGS LIMITED (“the Company”),
(PAN: AAACZ1475F) (CIN: U24231MP2000PLC014465)
which comprise the Balance Sheet as at March 31, 2025,
and the Statement of Profit and Loss, statement of
changes in Equity and statement of cash flows for the
period ended on that date and a summary of significant
accounting policies and other explanatory information
(hereinafter referred to as “the Financial Statements”).

In our opinion and to the best of our information and
according to the explanations given to us, the aforesaid
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 Standards prescribed under section
133 of the Act read with the Companies (Accounting
Standards) Rules, 2021, as amended, (“AS”) and other
accounting principles generally accepted in India, of the
state of affairs of the Company as at March 31, 2025, its
Profit, changes in equity and its cash flows for the year
ended on that date.

Basis for opinion

We conducted our audit of the financial statements
in accord ance with the standard s on Auditing
specified under section 143(10) of the Act (SAs). Our
responsibilities under those Standards are further
described in the auditor's responsibilities for the audit
of the 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
independence requirements that are relevant to our
audit of the 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 Financial Statements.

Key audit matters

Key audit matters are those matters that, in our
professional judgment, were of most significant in our
audit of the Financial Statements of the current period.
These matters were addressed in the context of our
audit of the 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.

Trade Payables:

Company has identified and classified Trade payable
into Micro Enterprises, Small Enterprises Medium
Enterprises and other trade payables as required by
MSME Act, 2006 on the basis of available information
only. However, interest as per MSME Act for the
payments outstanding for more than 45 days has not
been provided for. Further, Trade payables' balances
are subject to confirmation.

Though the Company has maintained sufficient
information in respect of the non-payments in respect
of suppliers whose input tax credit on GST has been
availed. But in view of our test checks, we are not in
position to fully verify the amount in tax credit reversible
in respect of creditors who are not paid for more than
180 days.

Trade Receivables:

Trade receivables' balances are subject to confirmation.
Others

One of the firm Biogenesis Corp a partnership firm
(In which promoters and their relatives are having
67% interest) to which sale and purchase is made
and total debit balance stands Rs. 6,64,90,314.00/-.
Balance in respect of withheld Amounts are subject to
confirmations.

Reconciliation of GST with portal is in process.

Other Information - Board of Directors’ Report:

The Company's Board of Directors is responsible for
the preparation of other information and presentation
of its report (herein after called as “Board Report”)
which comprises various information Required under
section 134(3) of the Companies Act, 2013 However, our
opinion on the 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 financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the 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.

Management’s Responsibility for the Financial
Statements

The Company's Board of Directors are responsible for
the matters stated in section 134 (5) of the Companies
Act, 2013 ("the Act”) with respect to the preparation
of these financial statements that give a true and fair
view of the financial position, financial performance
and cash flows of the Company in accordance with
the accounting principles generally accepted in India,
including the accounting the Indian Accounting
Standards prescribed under section 133 of the Act.
This responsibility also includes maintenance of
adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds
and other irregularities; selection and application of
appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively
for ensuring the accuracy and completeness of the
accounting records, relevant to the preparation and
presentation of the financial statement that give a true
and fair view and are free from material misstatement,
whether due to fraud or error.

In preparing the 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. The Board
of Directors are also responsible for overseeing the
Company's financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial
Statements

• Our responsibility is to express an opinion on these
financial statements based on our audit. In conducting
our audit, we have taken into account the provisions
of the Act; the accounting and auditing standards
and matters which are required to be included in
the audit report under the provisions of the act and
Rules made there under.

• Our objectives are to obtain reasonable assurance
about whether the 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 financial statements.

• As part of an audit in accordance with SAs, we
exercise professional judgment and maintain
professional skepticism throughout the audit. We
also:

• Identify and assess the risks of material misstatement
of the 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 but not for the
purpose of expressing an opinion on the effectiveness
of the Company's internal control systems.

• Under section 143(3) (i) of the Companies Act, 2013,
we are also responsible for expressing our opinion
on whether the company has adequate internal
financial controls system 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 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 financial statements, including the
disclosures, and whether the financial statements
represent the underlying transactions and events in
a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the
financial statements that, individually or in aggregate,
makes it probable that the economic decisions of
a reasonably knowledgeable user of the financial
statements may be influenced. We consider quantitative
materiality and qualitative factors in (i) planning the
scope of our audit work and in evaluating the results of
our work; and (ii) to evaluate the effect of any identified
misstatements in the financial statements.

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 financial
statements of the current period and are therefore
the key audit matters. We describe these matters in
our auditor's report unless law or regulation precludes
public disclosure about the matter or when, in extremely
rare circumstances, we determine that a matter should
not be communicated in our report because the
adverse consequences of doing so would reasonably
be expected to outweigh the public interest benefits of
such communication.

Other Matter

• The annual financial result includes the results for the
half year ended 31st March'25 being the balancing
figure between the audited figures in respect of
the full financial year and the published un-audited
year to date figures for the half year ended 30th
September'2024 of the current financial year.
(Submitted in SEBI Audit report.)

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report)
Order, 2020 ("the Order”) issued by the Central
Government of India in terms of section 143(11) of the
Act, we give in the "Annexure A”, a statement on the
matters specified in paragraphs 3 and 4 of the Order.

2. As required by Section 143 (3) of the Act, based on
our audit, 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 and Cash Flow Statement dealt with by
this Report are in agreement with the books of
account;

(D) In our opinion, the aforesaid financial statements
comply with the Accounting Standards specified
under Section 133 of the Act, read with Rule 7 of
the Companies (Accounts) Rules, 2014;

(E) On the basis of the 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 the internal
financial controls over financial reporting of
the Company & the operating effectiveness
of such controls, refer to our separate Report
in "Annexure-B”. Our report expresses an
unmodified opinion on the adequacy and
operating effectiveness of the Company's
internal financial controls with reference to
financial statements.

(G) 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 have pending litigations
with various authorities relating to drug
department and u/s 138 of Negotiable
Instrument Act but we have been informed
that these will not impact its financial
position;

ii. The Company have long-term contracts for
supply of goods to government department
but the proper record of these contracts was
not available for verification. As informed to
us by these contracts including derivative
contracts for which if there were any
materials foreseeable losses.

iii. There were no amounts which were 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,
other than as disclosed in the notes to the
accounts, no funds have been advanced
or loaned or 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(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;

(b) The Management has represented, that,
to the best of its knowledge and belief,
other than as disclosed in the notes to the
accounts, no funds (which are material
either individually or in the aggregate)
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 audit procedures which we
considered reasonable and appropriate
in the circumstances, nothing has come
to their notice that has caused them to
believe that their presentations under