We have audited the accompanying Ind AS financial statements of OCEANIC FOODS LIMITED (“the <, Company”), which comprise the Balance Sheet as at March 31, 2024, the Statement of Profit and Loss, s including the statement of other comprehensive income, the Cash Flow Statement and the Statement of > Changes in Equity for the year then ended, and notes to the financial statements, including a summary ? of significant accounting policies and other explanatory information (hereinafter referred to as‘ financial < statements’). s

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 as amended <

(‘the Act”) in the manner so required and give a true and fair view in conformity with the accounting s

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principles generally accepted in India of the state of affairs of the Company as at March 31, 2024, its > profit including other comprehensive income, its cash flows and the changes in equity for the year ended ? on that date. <

Basis for Opinion >

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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 s described in the Auditor’s Responsibility 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 made there under, and we s have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code > of Ethics. We believe that the audit evidence obtained by us 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 significance in our ? audit of the financial statements for the financial year ended March 31, 2024. These matters were < addressed in the context of our audit of the financial statements as a whole, and in forming our opinion s thereon, and we do not provide a separate opinion on these matters. For each matter below, our > description of how our audit addressed the matter is provided in that context. ?

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 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 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 Ind AS financial statements.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises the information included in Chairman’s Letter, Management Discussion and Analysis, and Directors’ Report including Annexure to Directors’ Report, but does not include the financial statements and our auditor’s report thereon.

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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 Ind AS 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.

Responsibilities of management and those charged with governance for the Ind AS Financial ? Statements (

The company’s board of directors is responsible for the matters stated in section 134(5) of the Companies ? Act, 2013 (“the Act”) with respect to preparation and presentation of these financial statement that give a < true and fair view of the financial position, financial performance including other comprehensive income, s cash flows and changes in equity 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 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 s for safeguarding 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 control, that were operating effectively for ensuring the accuracy and completeness of s 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. ?

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In preparing the Ind AS 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. >

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Those charged with governance are also responsible for overseeing the Company’s financial reporting < process. s

Auditors’ Responsibilities for the audit of Ind AS 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 s 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. s

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 financial controls 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 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 s 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 s 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 s 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 s 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. s

Report on Other Legal and Regulatory Requirements ?

1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central s 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: s

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; ?

b. In our opinion proper books of account as required by law have been kept by the Company so far as <

appears from our examination of those books except for the matters stated in the paragraph 2 (i) (vi) s below on reporting under Rule 11(g); >

c. The Balance Sheet, Statement of Profit and Loss including the Statement of Other Comprehensive ? Income, Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in <

agreement with the books of account. s

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d. In our opinion, the aforesaid financial statements comply with the Accounting Standards specified >

under Section 133 of the Act, read with Companies (Indian Accounting Standards) Rules, 2015, as ? amended; <

e. On the basis of written representations received from the directors as on March 31, 2024 taken on s

record by the Board of Directors, none of the directors is disqualified as on March 31, 2024, 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 and the operating effectiveness of such controls, refer to our separate report in “Annexure s B” to this report; >

g. In our opinion and according to the information and explanations given to us, the Managerial ?

remuneration paid/payable by the Company to its directors during the current year is in < accordance with the provisions of Section 197 of the Act read with Schedule V to the Act with s respect to requisite approval of the member. >

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, in our opinion and to the best of our < information and according to the explanation given to us; s

i. According to records of the company, the company has disclosed the impact, if any, of pending ?

litigations on its financial positions in its financial statements - Refer Notes 32 to the Ind AS <

Financial Statements. s

ii. The company does not have any long-term contracts including derivative contracts; hence the >

question of any material foreseeable losses does not arise; ?

iii. According to records of the company, information and explanation given by management of the

company, there is no dividend outstanding to be paid, hence no amounts 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, 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 persons 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 its knowledge and belief, no funds have been received by the Company from any person or entity, 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 misstatement.

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v. The Company has neither declared nor paid interim or final 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, as described in note 40(j) 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.

However, unauthorised changes to the database by any user specifically does not carry the feature of a concurrent real time audit trail.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 1, 2023, reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the year ended March 31, 2024.

For, Kamlesh Rathod & Associates

Chartered Accountants

Firm Registration No. 117930W

Sagar Shah Partner

Membership No.: 131261

Signed at Jamnagar on 25th May, 2024

UDIN: 24131261BKBPJM8567

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