1. We have audited the accompanying standalone financial
statements of Heritage Foods Limited (‘the Company’), which
comprise the Standalone Balance Sheet as at 31 March 2025,
the Standalone Statement of Profit and Loss (including Other
Comprehensive Income), the Standalone Statement of Cash
Flow and the Standalone Statement of Changes in Equity for
the year then ended, and notes to the standalone financial
statements, including material accounting policy information
and other explanatory information.

2. 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
(‘Ind AS’) specified under Section 133 of the Act read with the
Companies (Indian Accounting Standards) Rules, 2015 and
other accounting principles generally accepted in India, of the
state of affairs of the Company as at 31 March 2025, and its
profit (including other comprehensive income), its cash flows
and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards
on Auditing specified under Section 143(10) of the Act. 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 ethical 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 Code of Ethics. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis
for our opinion.

Key Audit Matter

4. 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.

5. We have determined the matters described below to be the key
audit matters to be communicated in our report.

Information other than the Standalone Financial Statements
and Auditor’s Report thereon

6. The Company’s Board of Directors are responsible for the
other information. The other information comprises the
information included in the Annual Report, but does not include
the standalone financial statements and our auditor’s report
thereon.

Our opinion on the standalone financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is
materially inconsistent with the standalone financial statements
or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we have

performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact. We
have nothing to report in this regard.

Responsibilities of Management and Those Charged with

Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been
approved by the Company’s Board of Directors. The Company’s
Board of Directors are responsible for the matters stated in
Section 134(5) of the Act with respect to the preparation and
presentation of these standalone financial statements that give a
true and fair view of the financial position, financial performance
including other comprehensive income, changes in equity and
cash flows of the Company in accordance with the Ind AS
specified under Section 133 of the Act 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
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
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

8. 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.

9. The Board of Directors is also responsible for overseeing the
Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone

Financial Statements

10. 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 Standards on Auditing 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.

11. As part of an audit in accordance with Standards on Auditing,
specified under Section 143(10) of the Act we exercise
professional judgment and maintain professional skepticism
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 to 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 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; and

• 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.

12. 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.

13. 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.

14. 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

15. As required by Section 197(16) of the Act, based on our audit,
we report that the Company has paid remuneration to its
directors during the year in accordance with the provisions of
and limits laid down under Section 197 read with Schedule V
to the Act.

16. 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, to the extent applicable.

17. Further to our comments in Annexure A, as required by Section
143(3) of the Act based on our audit, we report, to the extent
applicable, 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 purpose of our audit of the
accompanying standalone financial statements;

b) Except for the matters stated in paragraph 17(h)(vi) below
on reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended), 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 standalone financial statements dealt with by this
report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under Section
133 of the Act;

e) On the basis of the written representations received
from the directors and taken on record by the Board
of Directors, none of the directors is disqualified as on
31 March 2025 from being appointed as a director in
terms of Section 164(2) of the Act;

f) The qualification relating to the maintenance of
accounts and other matters connected therewith are
as stated in paragraph 17(b) above on reporting under
section 143(3)(b) of the Act and paragraph 17(h)(vi)
below on reporting under Rule 11(g) of the Companies
(Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company as on 31 March 2025 and the operating
effectiveness of such controls, refer to our separate
report in Annexure B wherein we have expressed an
unmodified opinion; and

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, as detailed in note 42(b) to the
standalone financial statements, has disclosed the
impact of pending litigations on its financial position
as at 31 March 2025;

ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses as at 31 March
2025;

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company during the
year ended 31 March 2025;

iv.

a. The management has represented that, to the
best of its knowledge and belief, as disclosed
in note 34(i) to the standalone financial
statements, no funds have been advanced
or loaned or invested (either from borrowed
funds or securities premium or any other
sources or kind of funds) by the Company
to or in any person(s) or entity(ies), including
foreign entities (‘the 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
(‘the Ultimate Beneficiaries’) or provide any
guarantee, security or the like on behalf the
Ultimate Beneficiaries;

b. The management has represented that,
to the best of its knowledge and belief, as
disclosed in note 34(ii) to the standalone
financial statements, no funds have been
received by the Company from any person(s)
or entity(ies), including foreign entities (‘the
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
as considered reasonable and appropriate
in the circumstances, nothing has come to
our notice that has caused us to believe that
the management representations under sub¬
clauses (a) and (b) above contain any material
misstatement.

v. As stated in note 33 to the accompanying standalone
financial statements, the final dividend paid by the
Company during the year ended 31 March 2025 in
respect of such dividend declared for the previous
year is in accordance with Section 123 of the Act
to the extent it applies to payment of dividend. The
Board of Directors of the Company have proposed
final dividend for the year ended 31 March 2025
which is subject to the approval of the members at
the ensuing Annual General Meeting. The dividend
declared is in accordance with Section 123 of the
Act to the extent it applies to declaration of dividend.

vi. Based on our examination which included test
checks, the Company, in respect of financial
year commencing on 1 April 2024, has used an
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 except that audit trail
feature was not enabled at the database level for the
accounting software to log any direct data changes,
as described in note 49 to the standalone 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 where such feature is enabled.
Furthermore, the audit trail has been preserved by
the Company as per the statutory requirements for
record retention.

For Walker Chandiok & Co LLP

Chartered Accountants
Firm’s Registration No.: 001076N/N500013

Sumesh E S

Partner

Place: Hyderabad Membership No.: 206931

Date: 16 May 2025 UDIN: 25206931BMNRAF8480