We have audited the accompanying standalone financial
statements of Dishman Carbogen Amcis Limited (“the
Company”), which comprise the balance sheet as at 31st
March 2025, 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 material
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 March 31, 2025, 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 of India
(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.
a) We draw attention to Note 28 to the standalone financial
statements 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 (AS 14) in compliance
with scheme of Amalgamation pursuant to Section 391 to
394 of Companies Act, 1956 Approved by 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 amortized
over the period of 15 years from the appointed date i.e.,
January 01, 2015 to March 31, 2022 and revised life of 22
years during April 01, 2022 to March 31,2024.
Further, Board of directors has re-assessed the life of
goodwill during year, considering the benefits to be
available to the company going forward due to reasons
given in aforesaid note, has decided to amortize the
carrying value of ? 594.17 Crores as on April 01, 2024
over a revised life of 99 Years, starting from January 01,
2015. This change in estimate of life has been made
prospectively over the remaining useful life starting from
1st April, 2024. Had the useful life of the Goodwill not been
revised by the Board of Directors, the Depreciation and
Amortization expense for the year ended March 31, 2025
would have been higher by ? 39.10 Crores and profit
before tax for the quarter and Year ended March 31, 2025
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 March 31, 2025, would have been
lower by ? 6.60 Crores and the Profit Before Tax for the
corresponding periods would have been higher by an
equivalent amount. Goodwill amounting to ? 587.56
Crores is outstanding as on March 31, 2025. Had the
goodwill not been amortized, assets of the company
would have been higher by ? 739.30 Crores.
Our opinion is not modified in respect of the above 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 31st March 2025. 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.
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Key Audit Matter
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How our Audit addressed the Key Audit Matter
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Impairment assessment of the carrying value of Goodwill (Refer Note 3 to the standalone financial statements)
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Company carries goodwill amounting to ? 587.56 Crores in
its standalone financial statements as at March 31, 2025 which
was recorded due to the merger of Dishman Pharmaceuticals
and Chemical Limited and Dishman Care Limited into Dishman
Carbogen Amcis Limited.
In terms with Ind AS 36, goodwill is tested for impairment
annually at the CGU level whereby the carrying amount of the
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Our procedures included the following:
• Obtained an understanding from the management with
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respect to process and controls followed by the Company
to perform annual impairment test related to goodwill
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and performed necessary audit procedures to test the
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operating effectiveness of the relevant internal controls
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during the year ended and as of March 31, 2025;
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CGU (including goodwill) is compared with the recoverable
amount of the CGU. However, the goodwill generated on the
merger is amortized over a period of 99 years (i.e., revised life
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• Evaluated management's identification of CGU's, the
carrying value of each CGU and the methodology
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derived as on 1st April' 24).
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followed by management for the impairment assessment
in compliance with the prevailing accounting standards.
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The recoverable amount is determined on the basis of the
value in use which is the present value of future cash flows
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• Involved our valuation specialists to assists us in evaluating
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of the CGU using discounted cash flow model 'Model'),
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methodologies, impairment calculations and underlying
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which involves estimates pertaining to expected business and
earnings forecasts and key assumptions including those related
to discount and long-term growth rates. These estimates
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assumptions applied by the management in the
impairment testing.
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require high degree of management judgment resulting in
inherent subjectivity.
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• Evaluated appropriateness of key assumptions included
in the cash flow forecasts used in computing recoverable
amount of each CGU, such as growth rates, profitability,
discount rates, etc., with reference to our understanding of
their business and historical trends; and comparing past
projections with actual results, including discussions with
management relating to these projections;
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We considered this as a key audit matter due to significant
judgement and assumption involved in estimating future
cashflow using the model.
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• Considered the impairment testing valuation report for
goodwill outstanding in standalone books carried on by
independent valuer;
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• Performed sensitivity analysis on these key assumptions
to assess potential impact of downside in the underlying
cash flow forecasts and assessed the possible mitigating
actions identified by management; and
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• Evaluated the appropriateness of the disclosure in
the standalone financial statements and assessed the
completeness and mathematical accuracy.
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Impairment assessment of carrying value of investments in subsidiaries and Other Group Companies (Refer Note 4(a)(i) to
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the standalone financial statements)
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The Company has equity investments in its unlisted wholly
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Our procedures included the following:
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owned subsidiaries and other group companies amounting to
? 2,824.83 Crores as at March 31, 2025 (“Investments”) which
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• Obtained understanding of design and implementation
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are carried at cost \ fair value (net of impairment provision) as
per Ind AS 27 on 'Separate Financial Statements'.
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of relevant internal controls w.r.t Investments including its
impairment assessment;
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We considered the valuation of such Investments to be
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• Performed necessary audit procedures to test the
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significant to the audit, because of the materiality of the
Investments to the standalone financial statements of the
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operating effectiveness of the relevant internal controls
with respect to valuation of Investments including
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Company.
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impairment assessment thereof during the year ended as
of March 31, 2025.
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The management assesses at least annually the existence of
impairment indicators of each investment. The management
has assessed the impairment of its investments by reviewing
the business forecasts of subsidiaries, using discounted
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• Obtained management's evaluation of impairment
analysis including future cash flows used by the
management in the model to compute the recoverable
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cashflow valuation model. The recoverable amounts of the
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value/value in use.
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investments are determined based on the management's
estimates of future cashflows and their judgement w.r.t the
investee's performance including key assumptions related to
discount and long-term growth rates.
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• Obtained the valuation report on Impairment testing of
investments in standalone books.
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• Obtained the subsidiary auditors Impairment testing
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Accordingly, the impairment assessment of Investments
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working file certifying the fair value of Investment at
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was determined to be a key audit matter in our audit of the
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various subsidiaries.
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standalone financial statements.
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• Involved our valuation specialists to assists us in evaluating
methodologies, impairment calculations and underlying
assumptions applied by the management in the
impairment testing.
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• Evaluated the appropriateness of the disclosure in
the standalone financial statements and assessed the
completeness and mathematical accuracy.
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Evaluation of uncertain tax positions (Refer Note 29 to the standalone financial statements)
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The Company operates in multiple jurisdictions and is subject
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Our procedures included the following:
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to periodic challenges by local tax authorities on a range of tax
matters during the normal course of business including transfer
pricing and indirect tax matters. This involves significant
management judgment to determine the possible outcome of
the uncertain tax positions, consequently having an impact on
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• 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.
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related accounting and disclosures in the standalone financial
statements. Hence, this has been considered as a key audit
matter.
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• 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.
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• Inspected external legal opinions (where considered
necessary) and other evidence to corroborate
management's assessment of the risk profile in respect of
legal claims.
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• Engaged our tax specialists to technically appraise the tax
positions taken by management with respect to local tax
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issues.
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• 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.
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Accounting and valuation of Hedging Instrument (Refer Note 11(d) to the standalone financial statements)
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The Company hedges its foreign currency risk and interest
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Our procedures included the following:
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rate risk through derivative instruments and applies hedge
accounting principles for derivative instruments as prescribed
by Ind AS 109. Payable pertaining to derivative instruments as
at March 31, 2025 is amounting to ? 4.81 Crores and debit
balance of Cash Flow Hedge Reserve of ? 34.68 Crores (net
of deferred tax) as on that date.
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• Obtained understanding of the company's overall hedge
accounting strategy, forward contract valuation and
hedge accounting process from initiation to settlement of
derivative financial instruments including assessment of
the design and implementation of controls, and tested the
operating effectiveness of those controls.
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These contracts are recorded at fair value and cash flow hedge
accounting is applied, such that gains and losses arising from
fair value changes are deferred in equity and recognized in the
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• Assessed company's accounting policy for hedge
accounting in accordance with Ind AS.
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standalone statement of profit and loss when hedges mature
and/or when the hedge item occurs.
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• Tested the existence of hedging contracts by tracking
to the confirmations obtained from respective counter
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The valuation of hedging instruments and consideration of
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parties.
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hedge effectiveness has been identified as a key audit matter as
it involves a significant degree of complexity and management
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• Tested management's hedge documentation and
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judgment and are subject to an inherent risk of error.
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contracts, on sample basis.
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• Involved our valuation specialists to assist in reperforming
the year end fair valuations of derivative financial
instruments on a sample basis and compared these
valuations with those records by the company including
assessing the valuation methodology and key assumptions
used therein.
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• Assessed the relevant disclosures of hedge transactions in
the financial statements.
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INFORMATION OTHER THAN THE STANDALONE
FINANCIAL STATEMENT 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 standalone financial statements and
our auditor's report thereon. The other information is expected
to be made available to us after the date of this 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
identified above when it becomes available and, in doing
so, consider whether the other information is materially
inconsistent with the financial statements or our knowledge
obtained in the audit, or otherwise appears to be materially
misstated.
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 of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)
(i) of the Act, we are also responsible for expressing our
opinion on whether the company has adequate internal
financial controls with reference 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 31st March, 2025 taken
on record by the Board of Directors, none of the
directors is disqualified as on 31st March, 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 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.
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. Based on our examination which included test
checks, the Company has used accounting
software for maintaining its books of account
which has a feature of recording audit trail
(edit log) facility and the same has operated
throughout the year for all relevant transactions
recorded in the software. However, the audit
trail feature is not enabled at the database
level for the accounting software, as described
in Note 41 to the financial statements.
Further, during the course of our audit we did
not come across any instance of audit trail
feature being tampered with in respect of the
accounting software and the audit trail has
been preserved by the company as per the
statutory requirements for record retention.
For T R Chadha & Co. LLP
Chartered Accountants
Firm's Reg. No: 006711N/N500028
Brijesh Thakkar
Partner
Membership No. 135556
UDIN: 25135556BMIINI9204
Place: Ahmedabad
Date: 21st May, 2025
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