We have audited the accompanying financial statements
of Apex Frozen Foods Limited ("the Company"), which
comprise the balance sheet as at 31^st March 2025,
and the statement of profit and loss (including other
comprehensive income), the statement of changes in
equity and the statement of cash flows for the year then
ended, and notes to the financial statements, including
a summary of material accounting policy 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 Indian
Accounting Standards (Ind AS) prescribed under Section
133 of the Companies Act, 2013 read with Companies
(Indian Accounting Standards) Rules, 2015, as amended,

and other accounting principles generally accepted in
India, of the state of affairs of the Company as at March
31^st 2025, the profit and 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 financial statements in
accordance with the Standards on Auditing (SAs) specified
under section 143(10) of the Act. Our responsibilities
under those Standards are further described in the
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 ethical 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 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 Matters

Key audit matters are those matters that, in our professional judgment, were of most significance 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.

Other Information

The Company's Board of Directors is responsible for the
other information. The other information comprises the
information included in the Director's Report including
Annexures to Director's Report, Management Discussion
and Analysis, Business Responsibility Report and Report
on Corporate Governance but does not include the
financial statements and our auditor's report thereon,

which are expected to be made available to us after the
date of this Auditor's Report.

Our opinion on the financial statements does not cover
the other information and we do not and will 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

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.

When we read the report and other information as
stated above, if we conclude that there is a material
misstatement therein, we are required to communicate
the matter to those charged with governance.

Responsibilities of the Management and Those
Charged with Governance for the financial
statements

The Company's Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect
to the preparation of these 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
specified 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 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. 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.

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.

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"
statement on the matters specified in paragraphs 3
and 4 of the Order, to the extent applicable.

2. (A) As required by section 143(3) of the Act, we

report that:

a) We have sought and obtained all the
information and explanations which to the
best of our knowledge and belief were
necessary for the purposes of our audit.

b) In our opinion, proper books of account
as required by law have been kept by
the Company so far as it appears from
our examination of those books except
for the matters stated in paragraph 2(C)
(vi) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors)
Rules, 2014.

c) The Balance Sheet, the Statement of Profit
and Loss (including other comprehensive
income), the Statement of Changes in
Equity and the Statement of cash flow
dealt with by this Report are in agreement
with the books of account.

d) In our opinion, the aforesaid financial
statements comply with the Indian
Accounting Standards specified under
section 133 of the Act.

e) On the basis of the written representations
received from the directors as on 31^st
March 2025 taken on record by the Board
of Directors, none of the directors is
disqualified as on 31^st March 2025 from

being appointed as a director in terms of
Section 164(2) of the Act.

f) The modifications relating to the
maintenance of accounts and other
matters connected therewith are as stated
in the paragraph 2(A)(b) above on reporting
under Section 143(3)(b) of the Act and
paragraph 2(C)(vi) below on reporting
under Rule 11(g) of the Companies (Audit
and Auditors) Rules, 2014.

g) With respect to the adequacy of internal
financial controls over financial reporting
of the Company and the operating
effectiveness of such controls, refer to our
separate Report in "Annexure B".

(B) 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, the managerial remuneration for
the year ended March 31, 2025 has been paid/
provided by the Company to its directors in
accordance with the provisions of section 197
read with Schedule V to the Act;

(C ) 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 as on March 31,
2025 on its financial position in its
financial statements- Refer Note.47 to the
financial statements.

ii. The Company did not have any long-term
contracts including derivative contracts
for which there were any material
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 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, 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 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 (i)
and (ii) of Rule 11(e) as provided under
(a) and (b) contain any material mis¬
statement.

v. The final dividend paid by the Company
during the year in respect of the same
declared for the previous year is in
accordance with section 123 of the Act to
the extent it applies to payment of dividend.

As stated in Note 48 to the financial
statements, the Board of Directors of the
Company have proposed final dividend for
the year 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. The reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules,
2014 is applicable from 1 April 2023.

Based on our examination which included
test checks, the Company 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 and except for records of
Property plant and equipment, Payroll and
Inventories which were not maintained in
any software.

Further, during the course of our audit we
did not come across any instance of audit
trail feature being tampered with.

Additionally, the audit trail (edit log) facility,
has been preserved by the Company as
per the statutory requirements for record
retention with effect from 12^th December
2023, the date on which the audit trail
was enabled.

For Padmanabhan Ramani & Ramanujam

Chartered Accountants
FRN:002510S

Sd/-

P. Ranga Ramanujam

Partner

Membership No: 022201
UDIN: 25022201BMHYAG5383

Place: Kakinada
Date: May 29 2025