DSM Fresh Foods Ltd Auditor Reports

To,

The Board of Directors of

DSM FRESH FOODS LIMITED

115-116, First Floor, Vishal Tower, District Centre,

Janakpuri Delhi, India, 110058

Reference: - Proposed Public Issue of Equity Shares of DSM Fresh Foods Limited

1. We have examined the attached Restated Standalone Financial Statement of DSM Fresh Foods Limited (hereunder referred to "the Company", "Issuer") comprising the Restated Statement of Assets and Liabilities as at March 31, 2024, March 31, 2023 and March 31, 2022, the Restated Statement of Profit & Loss, the Restated Cash Flow Statement for the Period/year ended March 31, 2024, March 31, 2023 and March 31, 2022, the statement of Significant Accounting Policies and other explanatory Information (Collectively the Restated Financial Statement ) as approved by the Board of Directors in their meeting held on 16th August, 2024 for the purpose of inclusion in the Draft Red Herring Prospectus ("DRHP") in connection with its proposed Initial Public Offering (IPO) of equity shares, prepared by the Company in connection with its Initial Public Offer of Equity Shares (IPO) prepared in terms of the requirement of:-

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended (the "Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations 2018 as amended ("ICDR Regulations"); and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2020) issued by the Institute of Chartered Accountants of India as amended from time to time. ("The Guidance Note")

2. The Companys Board of Directors are responsible for the preparation of the Restated Financial Statement for the purpose of inclusion in the DRHP to be filed with Stock Exchange, Securities and Exchange Board of India, and Registrar of Companies, of relevant state in connection with the proposed IPO. The Restated Financial Statements have been prepared by the management of the Company for the period/year ended on March 31, 2024, March 31, 2023 and March 31, 2022, on the basis of notes to restatement in Notes 33 to 36 to the Restated Financial Statement. The Board of Directors responsibility includes designing, implementing, and maintaining adequate internal control relevant to the preparation and presentation of the Restated Financial Statement.

3. We have examined such Restated Financial Statement taking into consideration:

a) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics issued by the ICAI;

b) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence supporting the Restated Financial Statements; and

c) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the IPO.

d) The terms of reference and terms of our engagement letter requesting us to carry out the assignment, in connection with the proposed SME IPO.

4. This Restated Financial Statements have been compiled by the management from the Audited financial statements of the company as at and for the period/year ended on March 31, 2024, March 31, 2023 and March 31, 2022, prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended, and other accounting principles generally accepted in India.

5. For the purpose of our examination, we have relied on Auditors Report issued by the Auditor BRMaheswari & Co LLP (the "Previous Auditors") dated 29th September, 2023 and 21st September, 2022, for the year ended March 31, 2023, and March 31, 2022 respectively. Auditor Report ended March 31, 2024 audited by us vide report dated 09th August, 2024.

6. The modification in restated financials were carried out based on the modified reports, if any, issued by Previous Auditor which is giving rise to modifications on the financial statements as at and for the period/years ended March 31, 2024, March 31, 2023 and March 31, 2022.

a. The Restated Financial Statement have been made after incorporating adjustments for the changes in accounting policies retrospectively in respective financial period/years to reflect the same accounting treatment as per the changed accounting policy for all reporting periods, if any;

b. The Restated Financial Statement have been made after incorporating adjustments for prior period and other material amounts in the respective financial year to which they relate;

c. Extra-ordinary items that need to be disclosed separately in the accounts has been disclosed wherever required;

d. Profits and losses have been arrived at after charging all expenses including depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate and are to be read in accordance with the Significant Accounting Polices as set out in Note 1to this report;

e. Adjustments in Restated Financial Statement have been made in accordance with the correct accounting policies;

f. There was no change in accounting policies, which needs to be adjusted in the Restated Financial Statement;

g. There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statement;

h. The Company has not paid any dividend during FY 2021-22, FY 2022-23 & FY 2023-24.

7. In accordance with the requirements of Part I of Chapter III of Act including rules made there under,

ICDR Regulations, Guidance Note and Engagement Letter, we report that-

a. The "Restated Statement of Assets and Liabilities" of the Company as at March 31, 2024, March 31, 2023 and March 31, 2022, is prepared by the Company and approved by the Board of Directors. These Restated Standalone Statement of Assets and Liabilities, have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies as set out in Note 1 to this Report. b. The "Restated Statement of Profit and Loss" of the Company for Financial period/year ended March 31,2024, March 31, 2023 and March 31, 2022, is prepared by the Company and approved by the Board of Directors. These Restated Standalone Statement of Profit and Loss have been arrived at after making such adjustments and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies as set out in Note 1 to this Report.

c. The "Restated Statement of Cash Flow" of the Company for Financial period/year ended March 31, 2024,March 31, 2023 and March 31, 2022, is prepared by the Company and approved by the Board of Directors. These Statement of Cash Flow, as restated have been arrived at after making such adjustment and regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more fully described in Significant Accounting Policies as set out in Note 1to this Report.

We have also examined the following other financial information relating to the Company prepared by the Management and as approved by the Board of Directors of the Company and annexed to this report relating to the Company for Financial period/year ended March 31, 2024, March 31, 2023 and March 31, 2022, proposed to be included in the DRHP for the proposed IPO.

Restated Statement of Share Capital	Note 2
Restated Statement of Reserves and Surplus	Note 3
Restated Statement of Long Term and Short-Term Borrowings/ Statement of principle Term of Secured loan and Assets charges as security and Statement of term & Condition of unsecured Loans.	Note 4, BA, BB & 7
Restated Standalone Statement of Deferred Tax (Assets) / Liabilities	Note 5
Restated Standalone Statement of Trade Payables	Note 8
Restated Standalone Statement of Other Current Liabilities	Note 9
Restated Standalone Statement of Long-Term and Short-Term Provisions	Note 6 & 10
Restated Standalone Statement of Property, Plant and Equipment and Intangible Assets	Note 11
Restated Standalone Statement of Long-Term and Short-Term Loans and Advances	Note 12 & 16
Restated Standalone Statement of Inventories	Note 13
Restated Standalone Statement of Trade Receivables	Note 14
Restated Standalone Statement of Cash & Cash Equivalents	Note 15
Restated Standalone Statement of Other Current Assets	Note 17
Restated Standalone Statement of Revenue from Operations	Note 18
Restated Standalone Statement of Other Income	Note 19
Restated Standalone Statement of Cost of Material Consumed	Note 20
Restated Standalone Statement of Changes in Inventories	Note 21
Restated Standalone Statement of Employee Benefits Expenses	Note 22
Restated Standalone Statement of Finance Cost	Note 23
Restated Standalone Statement of Depreciation & Amortization	Note 11
Restated Standalone Statement of Other Expenses	Note 24
Restated Standalone Earnings Per Share	Note 25
Material Adjustments to the Restated Financial	Note 33, 34, 36, 37
Restated Standalone Statement of Mandatory Accounting Ratios	Note 31
Restated Standalone Statement of Contingent Liability	Note 38
Restated Standalone Statement of Capitalization	Note 39
Restated Disclosure under AS-15 Employee Benefits	Note 42
Restated Standalone Statement of Related Party Transaction	Note 30
Other Notes	Note 26 to 32, 35, 40, 41

In our opinion and to the best of information and explanation provided to us, the Restated Financial Statement of the Company, read with significant accounting policies as appearing in Note 1 are prepared after providing appropriate adjustments and regroupings as considered appropriate.

We, M/s. K R A & Co, Chartered Accountants have been subjected to the peer review process of the Institute of Chartered Accountants of India (ICAI) and our peer Review Certificate is valid as on the date of signing of this report.

The preparation and presentation of the Financial Statements referred to above are based on the Audited financial statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The Financial Statements and information referred to above is the responsibility of the management of the Company. The report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports issued by any other Firm of Chartered Accountants nor should this report be construed as a new opinion on any of the financial statements referred to therein.

We have no responsibility to update our report for events and circumstances occurring after the date of the report.

In our opinion, the above Financial Statements along with Notes 2 to 42 of this report read with the respective Significant Accounting Polices as set out in Note 1 are prepared after making adjustments and regrouping as considered appropriate and have been prepared in accordance with the Companies Act, ICDR Regulations, Engagement Letter and Guidance Note issued by ICAI.

Our report is intended solely for use of the management and for inclusion in the DRHP in connection with the Proposed SME IPO of Equity Shares of the Company and our report should not be used, referred to or distributed for any other purpose without our prior consent in writing.

For K R A & CO.

Chartered Accountant

FRN: 020266N

Sd/-

(CA. Gunjan Arora)

Partner

M. No.: 529042

Place: Delhi

Date: 12th August, 2024

UDIN: 24529042BKAMYG8071

ANNEXURE- I

M/s DSM Fresh Foods Limited

115-116, First Floor, Vishal Tower, District Centre, Janakpuri, Delhi, India, 110058 CIN: U52203DL2015PLC280514