Zenith Drugs Ltd Auditor Reports

Independent Auditors Report To, The Members, ZENITH DRUGS LTD.

Opinion

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, ended on that date.

Basis for opinion

We conducted our audit of the financial statements in accordance with the standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the auditors 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 ICAIs 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

(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 Companys 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.

Managements Responsibility for the Financial Statements

The Companys 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 flowsof 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 Companys 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

Companys financial reporting process.

Auditors 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 auditors 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 Companys 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 managements 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

Companys ability to continue as a going concern. If we conclude, that a material uncertainty exists, we are required to draw attention in our auditors 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 auditors 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 auditors 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 financialresult includes the results for the half year ended 31st March25 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 September2024 of the current financial year.

(Submitted in SEBI Audit report.)

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors 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 financialstatements 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 disqualifiedas 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 Companys internal financial controls with reference to financial statements.

(G) With respect to the other matters to be included in the Auditors 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 writingorotherwise,thattheIntermediary 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 identifiedin any manner whatsoever by or on behalf of the Funding Party("Ultimate

Beneficiaries") 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 sub clause (i) and (ii) contain any material misstatement. v. The company has not declared or paid the dividend during the year hence provisions of Sec.123 of companies Act is not applicable. Although the company has paid dividend declared for the FY- 2023-24 in accordance with the provision of Sec.123 of the Act during the year.

vi) Company has used accounting software PERP ERP of Progen ERP System (P) Ltd. for maintaining its books of account which has feature of recording audit trail (edit log) facility and the same has been operated throughout the year for all transactions recorded in the software and the audit trail feature has not been tampered with and the audit trail has been preserved by the company as per the statutory requirements for record retention.

H. With respect to the matter to be included in the

Auditors Report under Section 197(16) of the Act, in our opinion and according to the information and explanations given to us, the remuneration paid by the company to its directors during the current year is in accordance with the provisions of Section 197 read with Schedule V to the Act.

FOR V D S & CO.

CHARTERED ACCOUNTANTS FRN 004029C orprovideany guarantee, (D.S. DHING)

PARTNER

M.No.-075588

UDIN: 25075588BMKZQG2685

Place : Indore Date : 29/05/2025

ANNEXURE ‘A TO THE INDEPENDENT AUDITORS REPORT

(Referred to in paragraph (1) of our report of even date) under ‘Report on Other Legal and Regulatory Requirements section of our report to the Members of Zenith Drugs Limited of even date.

The Annexure referred to in Independent Auditors Report to the members of the Company on the financial statements of the Company as on March 31, 2025 we report that, To the best of our information and according to the explanations provided to us by the Company and the books of account and records examined by us in the normal course of audit, we state that:

Para 3 (i) a) (A) Though the company has maintained reasonable records showing full particulars, quantitative details and situation of Property Plant Equipment. As reported company is in process of updating such records for the current year as required.

(B)Though the company has maintained reasonable records showing full particulars of intangibles, it has not been properly updated for pending entries. As reported company is in process of updating such records as required. b) The Company has a program of verification to cover all the items of PPE in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain PPE were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification. c) According to the information and explanations given to us, the records examined by us and based on the examination of the conveyance deeds / registered sale deed provided to us, we report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date. In respect of immovable properties of land and building that have been taken on lease and disclosed as fixed assets in the financial statements, the lease agreements are in the name of the Company.

Based on our examination, the land on which building is constructed, registered sale deed and leasehold land disclosed in the financial statements included under PPE is lodged with SBICAP TRUSTEE

COMPANY Ltd., 4th, Floor, Mistry Bhavan, 122 Dinshaw Vachha Road, Church- gate, Mumbai, M.H.,

400020 on behalf of state Bank Of India and sharing Pari passu charges with HDFC Bank Ltd., for obtaining secured loans from both the banks as at the Balance Sheet date. d) According to the information and explanation given to us and on the basis of our examination of the record of the Company, the company has not revalued its PPE or intangible assets during the year. Accordingly, the report para 3(i)(d) of the act is not applicable to the company. e) According to information and explanations given to us and result of our audit procedures, in our opinion, no proceedings have been initiated or are pending against the company for holding any Benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

Para 3 (ii) In respect of its inventories: -

The inventory has been physically verifiedby the Management during the year. In our opinion the frequency of verification, coverage and procedure of such verification by the management is appropriate. No material discrepancies were noticed on such physical verification except in WIP which was material and rectification has been done confirmed by them as at March 31, 2025 and no material discrepancies were noticed in such confirmations.

• The Company has been sanctioned working capital limits in excess of 5crore, in aggregate, from banks on the basis of security of current assets. The Company has filed quarterly returns or statements with such banks, which are in agreement with the books of account except difference reported as under:

Details Submitted to HDFC Bank-:

Quarter Ended	Particulars	Amount as per books of accounts	Amount as per reported in the quarterly statement	Difference	Reasons
					Company has submitted short in WC to
	Inventories and
					HDFC Bank, (inventories and debtor less
1st	Debtors less	52,07,12,453.00	51,64,71,112.00	(42,41,341.00)
					creditors.) As per unaudited books of
	Creditors
					accounts.
					Company has submitted short in WC to
	Inventories and
					HDFC Bank, (inventories and debtor less
2nd	Debtors less	626973127.00	60,84,73,644.00	(1,82,29,483.00)
					creditors.) As per unaudited books of
	Creditors
					accounts.
					Company has submitted short in WC to
	Inventories and
					HDFC Bank, (inventories and debtor less
3rd	Debtors less	60,23,50,019.00	54,49,06,206.00	(5,74,43,813.00)
					creditors.) As per unaudited books of
	Creditors
					accounts.
	Inventories and				Company has submitted short in WC to
4th	Debtors less	65,87,76,203.00	65,27,22,572.00	(60,53,631.00)	HDFC Bank, (inventories and debtor less
	Creditors				creditors.) As per unaudited.

Details Submitted to Punjab National Bank -:

Quarter Ended	Particulars	Amount as per books of accounts	Amount as per reported in the quarterly statement	Difference	Reasons
					Company has submitted short
	Inventories and				in WC to Punjab National Bank,
1st	Debtors less	52,07,12,453.00	51,64,71,112.00	(42,41,341.00)	(inventories and debtor less
	Creditors				creditors.) As per unaudited
					books of accounts.
					Company has submitted short
	Inventories and				in WC to Punjab National Bank,
2nd	Debtors less	626973127.00	60,84,73,644.00	(1,82,29,483.00)	(inventories and debtor less
	Creditors				creditors.) As per unaudited
					books of accounts.

Details Submitted to State Bank of India -:

Quarter Ended	Particulars	Amount as per books of accounts	Amount as per reported in the quarterly statement	Difference	Reasons
					Company has submitted short
	Inventories and				in WC to State Bank of India,
3rd	Debtors less	60,23,50,019.00	54,40,81,531.00	(5,82,68,488.00)	(inventories and debtor less
	Creditors				creditors.) As per unaudited
					books of accounts.
					Company has submitted short
	Inventories and				in WC to State Bank of India,
4th	Debtors less	65,87,76,203.00	65,27,22,571.00	(60,53,632.00)	(inventories and debtor less
	Creditors				creditors.) As per unaudited
					books of accounts.

In Quarter-3rd details submitted to HDFC Bank and State Bank of India has difference of Rs. 8,24,675.00/-.

Para 3 (iii)

• According to the information and explanations given to us and on the basis of our examination of books of account, during the year the Company has not made investments in, granted loans or advances, provided any guarantee or security to companies, firms, Limited Liability Partnerships or any other parties. Accordingly, reporting under clause3(iii) of the order is not applicable.

Para 3 (iv)

• In our opinion and according to information and explanation given to us, the Company has complied with the provisions under Sections 185 and 186 of the Companies Act, 2013 in respect of investments made. The company has not granted any loan or provided any security or granted any guarantee in terms of section 185 and 186 of the Act.

Para 3 (v)

• According to information and explanations given to us and based on our audit procedures, the Company has not accepted any deposit from the public or amounts which are deemed to be deposits within the meaning of section 73 to 76 of the act or any other relevant provisions of Company Act, 2013.

Para 3 (vi)

• We have broadly reviewed the books of accounts & records maintained by the company relating to manufacturing of formulations, person to the order made by central government for the maintenance of cost records under section 148(1) of the Companies Act, 2013 and are of the opinion that prima facie, the prescribed records have been maintained and the prescribed accounts are in the process of being made up. We have however, not made a detailed examination of the records with a view to determining whether they are accurate or complete.

Para 3 (vii)

In respect of statutory dues:

• In our opinion, the company has generally been regular in depositing undisputed statutory dues, including Goods and Services tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax,

Service Tax, duty of Custom, duty of Excise, Value

Added Tax, Cess and other material statutory dues applicable to it with the appropriate authorities.

• There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees State Insurance, Income Tax, Sales Tax,

Service Tax, duty of Custom, duty of Excise, Value

Added Tax, Cess and other material statutory dues in arrears as at March 31, 2025 for a period of more than six months from the date they became payable. Except: Income Tax for which details as follows-:

Name of Statute	Nature of Dues	Period for which the amount relates	Amount (Rs. In Lakhs)	Forum where dispute is pending
	Demand
Income		AY		Assessing
	U/s		1.06
Tax		2012		Authorities
	143(1)
	Demand
Income		AY		Assessing
	U/s		71.25
Tax		2023		Authorities
	143(1)
	Demand
Income		AY		Appellate
	U/s		115.38
Tax		2024		Authorities
	143(1)

Para 3 (viii)

• There were no transactions relating to previously unrecorded income that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961(43 of

1961). Hence reporting under clause (VI) of the Order is not applicable to the Company.

Para 3 (ix)

• According to the information and explanation and as verified from books of accounts, the Company has not defaulted in repayment of loans or interest thereon to any lender.

• According to the information and explanation and as verified from books of accounts, the company has not been declared willful defaulter by any bank or financial institution or government or any government authority.

• According to the information and explanation and as verified from books of accounts, the Company has utilized the money obtained by way of term loans during the year for the purpose for which they were obtained.

On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company.

• According to the information and explanations given to us and on an overall examination of the financial statements of the Company, we report that the Company has not taken any funds from any entity or person on account of or to meet the obligations of its subsidiaries, associates or joint ventures as defined under the act.

• The Company has not raised any loans during the year on pledge of securities held in its subsidiaries, joint ventures or associate companies and hence reporting on clause 3 (ix)(f) of the Order is not applicable.

Para 3 (x)

• The Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable.

• During the year, the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable.

Para 3 (xi)

(a)During the course of our examination of the books and records of the company, carried out in accordance with the generally accepted auditing practices in India and according to the information and explanations given to us, we have neither come across any instance of fraud on or by the company, noticed or reported during the year, nor we have been informed of such case by the management. (b)To the best of our knowledge and information with us there is no instances of fraud reportable under sub section (12) of section 143 of the Companies

Act has been filled by the auditors in Form ADT-4 as prescribed under rule 13 of companies (Audit and Auditors) Rules, 2014 with the central government.

(c)As per information and explanation given by management and/or audit committee, there were no whistle blower complaints received by the company during the year.

Para 3 (xii) in our opinion and according to the information and explanations given to us the company is not a Nidhi Company. Accordingly, paragraph 3(xii) of the order is not applicable.

Para 3 (xiii)

According to the information and explanations, all transactions with the related parties are in compliance with section 177 and 188 of Companies Act, 2013 where ever applicable and the details have been disclosed in the Financial Statements etc. as required by the applicable accounting standards.

Para 3 (xiv)

(a)In our opinion and based on our examination, the company has an internal audit system commensurate with the size and nature of its business.

(b)We have considered the internal audit reports of company issued till date, for the period under audit. We have only obtained internal Audit Report for the month of February and March, 2025.

Para 3 (xv)

According to the information and explanations given to us, in our opinion during the year the company has not entered into any non-cash transactions with its directors or personas connected with its directors and hence provisions of section 192 of the Companies Act, 2013 are not applicable to the company.

Para 3 (xvi)

(a)The company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 therefore, the provision Para 3 (xvi) (a) of the Order is not applicable to the company for the year under audit.

(b)The Company has not conducted any Non-Banking Financial or Housing Finance activities during the year therefore, the provision Para 3 (xvi) (b) of the Order is not applicable to the company for the year under audit.

(c) The Company is not a Core Investment Company

(CIC) as defined in the regulations made by the

Reserve Bank of India. Therefore, the provision Para 3 (xvi) (c) of the Order is not applicable to the company for the year under audit.

(d)The Group has no CIC. Therefore, the provision Para 3 (xvi) (c) of the Order is not applicable to the company for the year under audit.

Para 3 (xvii)

• The company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year.

Para 3 (xviii)

• There has been no resignation of the statutory auditors during the year and accordingly reporting under Para 3(xviii) of the Order is not applicable.

Para 3 (xix)

• According to the information and explanations given to us and on the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements, our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the company as and when they fall due.

Para 3 (xx)

• According to the information and explanation given to us, and the records of the company examined by us provisions of the section 135 of the companies Act, 2013 is applicable to the company.

Relevant Financial Year	Amount Identified for spending on CSR activities	Unspent Amount out of (b)	Amount transferred to fund specifies in schedule VII to the Act	Due date of transfer to the specified fund	Actual date of transfer to the specified fund	Number of Days of Delays if any
(a)	(b)	(c)	(d)	(e)	(f)	(g)
2024-25	16,22,667.00	-	6,25,000.00	31/03/2025	20/03/2025	-
	Amount unspent on Corporate	Amount transferred to fund specifies	Amount transferred after the
Financial Year	Social Responsibility activities	in schedule VII within 6 months from	due date (specify the date of
	"other than Ongoing Project"	the End of the Financial Year	deposit)
(a)	(b)		(c)		(d)
2024-25	-		-		-

• According to the information and explanations given to us and based on our examination of the records of the Company, there is no unspent amount which is required to be transferred to any Fund Specified in Schedule VII to the Companies Act or to a Special account in compliance with the provisions of Subsection (6) of Section 135 of the said Act. (Rama Phosphate Limited)

Para 3 (xxi)

• The reporting under para 3(xxi) of the order is not applicable as company is not having any subsidiary company.

FOR V D S & CO.

CHARTERED ACCOUNTANTS FRN 004029C

(D.S. DHING)

PARTNER

M.No.-075588

UDIN: 25075588BMKZQG2685

Place : Indore Date : 29/05/2025

ANNEXURE - "B" TO THE INDEPENDENT AUDITORS REPORT

Report on the Internal Financial Controls over financial reporting under Clause (i) of Sub – section 3 of Section 143 of the Companies Act, 2013 ("the Act") We have audited the internal financial controls over financial reporting of Zenith Drugs Limited, (PAN: AAACZ1475F)

(CIN: U24231MP2000PLC014465) as of March 31, 2025, in conjunction with our audit of the financial statements of the Company for the period.

Managements Responsibility for Internal Financial Controls

The Companys managements responsibility for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors Responsibility

Our responsibility is to express an opinion on the

Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing issued by the Institute of Chartered Accountants of India and the deemed to be prescribed under section 143 (10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Charted Accountants of

India. Those standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting were established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgement, including the assessment of the risks of material misstatement in the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial control system over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal financial control over financial reporting includes those policies and procedures that --- (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorisations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management of override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and accounting to the explanations given to us, the Company has, in all material respects, an adequate internal financial control system over financial reporting and