We have audited the accompanying standalone financial statements of MEGASTAR FOODS
LIMITED ("the Company"), which comprise the Balance Sheet as at 31st March, 2025, the
Statement of Profit and Loss (including other comprehensive income), statement of changes
in equity and statement of cash flows for the year ended on 31st March, 2025, and notes to
the financial statements, including a summary of significant accounting policies and other
explanatory information (hereinafter referred to as the "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, as amended (“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 profit including other comprehensive profit, its cash
flows and the changes in equity for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the
Standards on Auditing (SAs) 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 independent requirement
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 opinion on
standalone financial statements.
Key Audit Matters
Key audit matter are those matters that, in our professional judgement, 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 in
these matters.
Information other than the Standalone Financial Statements and Auditor's Report
thereon
The Company’s Board of Directors are responsible for the preparation of the other
information. The other information comprises the information included in the management
discussion and analysis, Boards report including annexure to Boards Report, Corporate
Governance and Shareholders information, 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 other information 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.
Responsibility of Management for the Standalone 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 standalone financial statements that give a
true and fair view of the financial position, financial performance, changes in equity and cash
flows of the Company in accordance with the IND AS 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 the assets
of the Company and for preventing and detecting frauds and other irregularities; selection
and application of appropriate implementation and maintenance of accounting policies;
making judgements 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 these 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 Responsibility for the Audit of Standalone Financial Statement
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 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 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.
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 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 purpose of our audit.
(b) In our opinion, proper books of accounts as required by law have been kept by the
Company so far as it appears from our examination of those books.
(c) The company has no branch office and hence the company is not required to
conduct audit under section 143(8) of the Act;
(d) 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.
(e) In our opinion, the aforesaid standalone financial statements comply with the Ind
AS specified under section 133 of the Act.
(f) During our audit we did not come across any financial transaction or matters which
might have an adverse effect on the functioning of the company.
(g) On the basis of the written representations received from 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.
(h) We do not have any qualification, reservation or adverse remark relating to the
maintenance of accounts and other matters connected therewith.
(i) 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 A'.
(j) With respect to the 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 explanation given to us, the
remuneration paid by the company to its directors during the year is in accordance
with the provision of Section 197 of the Act read with Schedule V of the Act.
(k) 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 explanations
given to us:
i. The Company does not have any pending litigations which would impact its
financial position;
ii. The Company did not have any long-term contracts including derivatives
contracts for which there were any material foreseeable losses;
iii. There were no amounts which required to be transferred by the Company to the
Investor Education and Protection Fund.
iv. (a) The Management has represented that, to the best of it’s knowledge and
belief, as disclosed in the note 29.17 to the financial statements, 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, 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 it’s knowledge and belief,
as disclosed in the note 29.17 to the standalone financial statements, no funds have
been received by the Company from any persons or entities, including foreign
entities (“Funding Parties”), with the understanding, whether recorded in writing
or otherwise, that the Company shall, 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 attention that causes us
to believe that the management representations under sub-clauses (a) and (b) above
contain any material misstatement;
v. The company has not proposed any dividend under Section 123 of Companies
Act, 2013.
vi. Based on our examination carried out in accordance with the Implementation
Guidance on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit
& Auditors) Rules, 2014 (Revised 2024 edition) issued by the Institure of Chartered
Accountants of India, which included Test checks, we report that 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. 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 has been preserved by the
company as per the statutory requirements for record retention. Further, our
examination of the audit trail was in the context of an audit of financial statements
carried out only to the extent required by Rule 11(g). We have not carried out any
audit or examination of the audit trail beyond the matters required by the aforesaid
Rule 11(g) nor we have carried out any standalone audit of the audit trail.
2 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 Companies Act, 2013 we give in 'Annexure B' a statement on the matters
specified in paragraphs 3 and 4 of the Order, to the extent applicable.
For Nitin Mahajan & Associates
Chartered Accountants
FRN - 019837N
CA VISHAL SHARMA
M No. 503245
Partner
UDIN: 25503245BMGYBO9489
Place: Chandigarh
Dated: 23.05.2025
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