Notes to Accounts of ADF Foods Ltd.

Mar 31, 2025

2.9 Provisions, Contingent Liabilities and Contingent Assets

2.9.1 Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the
amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of time value of money is material, provisions are discounted using a current pre tax rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

2.9.2 Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed
only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present
obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation
or a reliable estimate of the amount cannot be made.

2.9.3 Contingent Assets

Contingent assets are not recognised in the financial statements. Contingent assets if any, are disclosed in the notes to the financial
statements.

2.10 Revenue from Operation

Revenue from contracts with customers is recognized on transfer of control of promised goods or services to a customer at an amount that reflects
the consideration to which the Company is expected to be entitled to in exchange for those goods or services. Revenue towards satisfaction of a
performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation.
The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered
by the Company as part of the contract. This variable consideration is estimated based on the expected value of outflow. Revenue (net of variable
consideration) is recognized only to the extent that it is highly probable that the amount will not be subject to significant reversal when uncertainty
relating to its recognition is resolved.

Revenue from sale of products is recognized when the control on the goods have been transferred to the customer. The performance obligation
in case of sale of product is satisfied at a point in time i.e., when the material is shipped to the customer or on delivery to the customer, as may be
specified in the contract.

2.11 Export incentives

Revenue from export incentives are accounted for on export of goods if the entitlements can be estimated with reasonable assurance and
conditions precedent to claim are fulfilled.

The Company has received approval under the Production Linked Incentive Scheme of the Government of India for specific product categories.
Incentive under the scheme is subject to meeting certain committed investments and defined incremental sales threshold. Such Incentive are
recognised as other operating revenue when there is a reasonable assurance that the Company will comply with all necessary conditions attached
to the incentive. Income from such incentive is recognised on a systematic basis over the periods to which they relate.

2.12 Other Non-Operating Income

2.12.1 Interest Income

Interest income is recognized using the Effective Interest Rate (EIR) method.

2.12.2 Dividend Income

Dividend income on investments is recognised when the right to receive dividend is established.

2.13 Employee Benefits

Liabilities in respect of employee benefits to employees are provided for as follows:

a) Short-term employee benefits

i) Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the
end of the period in which the employees render the related service are recognised in respect of employees'' services up to the end
of the reporting period and are measured at the amounts expected to be incurred when the liabilities are settled. The liabilities are
presented as current employee benefit obligations in the balance sheet.

b) Long Term Employee Benefit Plan

The Company has a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost of
accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet
date using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that
has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is recognized in the period in which the
absences occur.

c) Post Separation Employee Benefit Plan

i) Defined Benefit Plan

• Gratuity Liability on the basis of actuarial valuation as per Ind AS-19. Liability recognised in the balance sheet in respect of
gratuity is the present value of the defined benefit obligation at the end of each reporting period less the fair value of plan
assets.

The defined benefit obligation is calculated annually by actuaries using the projected unit credit method. The present value of
defined benefit is determined by discounting the estimated future cash outflows by reference to market yield at the end of each
reporting period on government bonds that have terms approximate to the terms of the related obligation. The net interest cost
is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets.
This cost is included in employee benefit expense in the statement of profit and loss.

• Actuarial gain / loss pertaining to above and other components of re-measurement of net defined benefit liability (asset) are
accounted for as OCI. All remaining components of costs are accounted for in statement of profit & loss.

ii) Defined Contribution Plans:

Defined contribution plans are Employee Provident Fund scheme and Employee State Insurance scheme for eligible employees. The
Company''s contribution to defined contribution plans is recognised as an expense in the Statement of Profit and Loss as they fall due.

2.14 Taxes

2.14.1 Current Taxes

Current tax comprises the expected tax payable or recoverable on the taxable profit or loss for the year and any adjustment to the tax
payable or recoverable in respect of previous years.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting
period in the countries where the company and its branch operate and generate taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes
provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Income tax expense is recognized in the statement of profit and loss except to the extent that it relates to items recognized directly
in equity/OCI, in which case it is recognized in other comprehensive income. The company offsets current tax assets and current tax
liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis,
or to realize the asset and settle the liability simultaneously.

2.14.2 Deferred Taxes

Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts in the financial statements. Deferred tax assets are recognised to the extent that it is probable
that taxable profit will be available against which the deductible temporary timing differences and the carry forward of unused tax
credits and unused tax losses can be utilised. Such assets are reviewed at each reporting date and are reduced to the extent that it is
no longer probable that the related tax benefit will be realized.

Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments in
subsidiaries where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available
against which the temporary difference can be utilised.

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and MAT credit entitlements only if it is
probable that future taxable amounts will be available to utilise those temporary differences, losses and credit.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when
the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a
legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive
income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

2.15 Foreign Currencies

The Company''s functional currency is Indian Rupee (INR) and it is also the presentation currency for the Company.

Transactions in foreign currencies are initially recorded by the Company at the functional currency spot rate of exchange prevailing on the date
of the transaction. Monetary assets and monetary liabilities denominated in foreign currencies and remaining unsettled at the end of the year are
converted at the functional currency spot rate of exchange prevailing on the reporting date.

Differences arising on settlement or conversion of monetary items are recognised in statement of profit and loss. Non-monetary items that are
measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction except for the
qualifying cash flow hedge, which are recognised in OCI to the extent that the hedges are effective.

2.16 Borrowing Cost

Borrowing cost includes interest, amortisation of ancillary costs incurred in connection with the arrangement of borrowings. Borrowing costs, if
any, directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready
for its intended use or sale are capitalised, if any. All other borrowing costs are expensed in the period in which they occur.

2.17 Leases

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant
judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.

The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend
the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is
reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or
not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company
to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a
change in the non-cancellable period of a lease

The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar
characteristics

The Company''s lease asset classes primarily consist of leases for Land and Buildings and Plant & Machinery. The Company assesses whether a
contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified
asset, the Company assesses whether:

(i) the contract involves the use of an identified asset

(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and

(iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognises a right-of-use asset ("ROU") and a corresponding lease liability for all lease
arrangements in which it is a lessee, except for leases with a term of twelve months or less (short term leases) and leases of low value assets. For
these short term and leases of low value assets, the Company recognises the lease payments as an operating expense on a straight line basis
over the term of the lease. The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted

for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They

are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the
commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest
rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured by
increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made.

A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to
determine lease payments. The remeasurement normally also adjusts the leased assets.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

2.18 Dividend

The Company recognises a liability for any dividend declared but not distributed at the end of the reporting period, when the distribution is
authorised and the distribution is no longer at the discretion of the Company on or before the end of the reporting period. As per Corporate laws
in India, a distribution is authorized when it is approved by the shareholders. A corresponding amount is recognized directly in equity.

2.19 Earnings Per Share

Basic earnings per equity share are computed by dividing the net profit attributable to the equity holders of the company by the weighted average
number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit for the period attributed to equity shareholders and the weighted average
number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

3. Recent Pronouncements:

Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards)
Rules as issued from time to time. On March 31,2025, MCA has not notified any new Standards or Amendment to the existing standards applicable to
the Company.

* During the year ended 31 March 2024, the Company on 11 September 2023 (Record Date), sub-divided the Equity Shares from 1 (One) Equity Share having face value of
f 10/- (Rupees Ten only) each fully paid-up, into 5 (Five) Equity Shares having face value of f 2/- (Rupees Two only) each fully paid-up. Accordingly, earnings per share of
comparative periods presented has been calculated based on number of shares outstanding in respective periods, as increased by sub-division of shares.

(i) Of the above 37,83,000 equity shares equity shares of f 2/- each (f 37.83 lakhs) (March 31, 2024: 37,83,000 equity shares of f 2/- each)
forfeited in earlier years are not cancelled by the Company.

(b) The Board of Directors of the Company, at its meeting held on June 5, 2018 approved buyback of Equity Shares. The Company adopted the
open market route in accordance with provision contained in SEBI (buyback of security) Regulation, 1998 and any statutory notification or re¬
entitlement for the time being in force.

The buyback of Equity Shares opened on July 23, 2018 and closed on September 19, 2018. As on the date of the closure of Buyback, the Company
bought back an aggregate of 11,78,742 Equity Shares, utilizing a total of f 29,99,12,542/- (excluding Transaction Costs) which represents 99.97%
of the Maximum Buy-back size. The Equity Shares were bought back at an average price of f 254.43 per Equity Share. All the shares bought back
have been extinguished . The Company has adjusted an amount of f 1,17,87,420/- against Retained Earning and f 28,84,25,043/- against Security
premium.

(b) Terms and rights attached to equity shares

The Company has one class of equity shares having a par value of f 2 per share. Each shareholders is eligible for one vote per share held. The
dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of
interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution
of all preferential amounts, in proportion to their shareholding.

Nature of Reserves

(a) Capital reserve

The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company''s own equity instruments to capital
reserve.

(b) Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities
premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve.

(c ) Securities Premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the
Companies Act, 2013.

(d) General reserve

General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is
created by a transfer from one component of equity to another and is not an item of other comprehensive income.

(e) Retained earning

This represents surplus of profit and loss account.

(f) Cash flow hedge reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast sale. For
hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated as cash flow hedges.To the extent these
hedges are effective; the change in fair value of the hedging instrument is recognised in the cash flow hedging reserve. Amounts recognised in the
cash flow hedging reserve is reclassified to profit or loss when the hedged item affects profit or loss.

3) No Loan to related Party repayable on Demand.

4) No loans are due from Directors or other officers of the Company either severally or jointly with any other person or amount due by firms or
private companies in which any director is a partner, a director or a member.

43. Disclosures in respect of Ind AS 116 - Lease

The Company has applied discount rate between 7.00% to 9.00% to a portfolio of leases with reasonably similar characteristics.

The Company has treated the leases with remaining lease term of less than 12 months as if they were "short term leases"

The Company has not applied the requirements of Ind AS 116 for leases of low value assets.

Movement of right-of-use assets and depreciation is given in Note no. 4(a)(ii) and Interest on account of Ind AS 116 is given in Note no. 35

The Company has entered into operating leases for Land, office building and guest house. These leases have terms of between 3 and 99 years.
All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. Future
minimum contractual rentals payable under non-cancellable operating leases are as follows:

The Company''s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception
of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the
hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match
exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the
terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses
the hypothetical derivative method to assess effectiveness.

Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component value of the hedging instrument
exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale
may arise if:

- The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets
changes from what was originally estimated), or

- Differences arise between the credit risk inherent within the hedged item and the hedging instrument.

Refer Note -19 for the details related to movement in cash flow hedge reserve.

46. Employee Benefits

a. Defined contribution plans

Amount of f 117.89 lakhs (PY 2023-24: f 106.71 lakhs) representing contribution to provident fund is recognised as an expense and is
included in "Employee benefits expenses" in the Statement of Profit and Loss.

Amount of f 9.33 lakhs (PY 2023-24: f 9.29 lakhs) representing contribution to Employee State Insurance scheme is recognised as an expense
and is included in "Employee benefits expenses" in the Statement of Profit and Loss.

Amount of f 0.24 lakhs (PY 2023-24: f 0.13 lakhs) representing contribution to Labour Welfare fund is recognised as an expense and is
included in "Employee benefits expenses" in the Statement of Profit and Loss.

b. Defined benefit plan
Compensated absence

Provision for compensated absences is made for outstanding leave balance at the year end at salary cost which can be utilized in future and
are en-cashable. Amount of f 146.20 lakhs (PY 2023-24: f 144.54 lakhs) has been recognised in balance sheet of which f 130.82 lakhs (PY
2023-24: f 128.88.lakhs) shown under long term provision and balance f 15.38 lakhs (PY 2023-24: f 15.66 lakhs) is shown under short term
provision as given in the Actuarial report as on March 31,2025.

Expenses of f 30.14 lakhs (PY 2023-24: f 53.93 lakhs) are recognised in the Statement of Profit and Loss.

Compensated sick leave

Provision for compensated absences is made for outstanding sick leave balance at the year end at salary cost which can be utilized in future
and are non en-cashable. Amount of f 30.30 lakhs (PY 2023-24: f 24.35lakhs) has been recognised in balance sheet of which f 26.09 lakhs
(PY 2023-24: f 20.99lakhs) shown under long term provision and balance f 4.21 lakhs (PY 2023-24: f 3.36 lakhs) is shown under short term
provision as given in the Actuarial report as on March 31, 2025.

Expenses of f 5.95 lakhs (PY 2023-24: f 4.85lakhs) are recognised in the Statement of Profit and Loss.

Gratuity

Funded

The Company has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying
employees as statutorily required under the Payment of Gratuity Act, 1972. The Company has made irrevocable contribution of funds to LIC
of India.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method,
with actuarial valuations being carried out at each Balance Sheet date.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method,
with actuarial valuations being carried out at each Balance Sheet date.

49. The Company held majority shareholding in Power Brands (Foods) Private Limited (''PBFPL''). It presently holds 2,08,85,992 fully paid Equity
Shares of f 10/- each (including 20,75,992 Equity shares acquired at f 330.08 lakhs in Financial Year 2012-13). PBFPL is presently under voluntary
liquidation process.

Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members'' voluntary liquidation. In the course of
liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated March 8, 2013, distributed
PBFPL''s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in
PBFPL while retaining certain other fixed and current assets to meet its contingent and other liabilities.

By virtue of the above distribution, the Company received Ashoka brand in the financial year 2012-13 (valued at f 2,935.99 lakhs by an independent
valuer) in lieu of its investment in PBFPL''s equity shares of f 2,211.08 lakhs. Accordingly, the Company capitalised the said brand in its books at
f 2,935.99 lakhs in the said financial year after adjusting the same against the investment value of f 2,211.08 lakhs and carried the balance of f
724.91 lakhs to the credit of the Statement of Profit and Loss as an exceptional item in that year.

During the Financial Year 2012-13, the voluntary liquidator, with the prior approval of the members vide their special resolution dated 10th
November 2014, distributed PBFPL''s immovable property situated at Sewree, Mumbai and part of cash and bank balance to its Shareholders in
proportion to their respective shareholding in PBFPL while retaining certain other current assets to meet with its contingent and other liabilities.
The excess value of assets so received over the investment value in Equity Shares of PBFPL was accounted for in the Company''s Statement of Profit
& Loss under the head exceptional item.

Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of liquidation process, the Company
has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head "Investment" at nil value.

50. Financial instruments - Fair values and risk management

Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value
hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is
a reasonable approximation of fair value

Fair Value Hierarchy

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used
in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1
measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

• Level 1: Quoted prices for identical instruments in an active market;

• Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and

• Level 3: Inputs which are not based on observable market data.

Calculation of Fair Values

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability
in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are
consistent with prior years.

Financial assets and liabilities measured at fair value as at Balance Sheet date:

1. The fair values of investments in mutual fund units is based on the net asset value (''NAV'') as stated by the issuers of these mutual fund units
in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and
the price at which issuers will redeem such units from the investors.

2. The fair values of the derivative financial instruments have been determined using valuation techniques with market observable inputs. The
models incorporate various inputs including the credit quality of counter-parties and foreign exchange forward rates.

3. Loans - Security Deposits have fair values that approximate to their carrying amounts as it is based on the net present value of the anticipated
future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

51. Financial Risk Management

The Company''s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company''s primary focus is to foresee
the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to
the Company is foreign exchange risk. The Company uses derivative financial instruments - foreign currency forward contracts to mitigate foreign
exchange related risk exposures. The Company''s exposure to credit risk, excluding receivables from related parties, is influenced mainly by the
individual characteristic of each customer

(i) Credit Risk

Credit risk arises from trade receivables, cash and cash equivalents and deposits with banks and financial institutions.

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. Credit risk is managed on a financial asset
basis. For banks and financial institutions, only high rated banks/institutions are accepted.

Company''s maximum exposure to credit risk for each class of financial asset is the carrying amount of the financial assets recognised in the
statement of financial position.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit
risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares
the risk of a default occurring on the asset as at the reporting date with the risk of default at the date of initial recognition. It considers available
reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:

• Historical trend default in case of applicable financial asset

• Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change
to the counter party''s ability to meet its obligations

• Other applicable macroeconomic information such as regulatory changes

A default on a financial asset is when the counter party fails to make contractual payments within agreed credit terms from the date when they fall
due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to ?11,586.93 lakhs (PY March 31,
2024 - ? 9,840.93 lakhs) shown as current as at reporting date. Trade receivables are typically unsecured. Credit risk is managed through credit
approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms
in the normal course of business. The Company expects that estimate of expected credit loss for impairment is immaterial based on historical
trend and the nature of business. No provision is considered necessary as at reporting date other than disclosed in Note 12 and Management
continuously assesses the requirement for provision on ongoing basis. During the year, the Company has made no write-offs of trade receivables.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled
by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have
sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Company''s reputation.

(iii) Currency Risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily
with respect to the USD and GBP. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities
denominated in a currency that is not the Company''s functional currency. The risk is measured through a forecast of highly probable foreign
currency cash flows. The objective of the hedges is to minimize the volatility of the INR cash flows of highly probable forecast transactions.

The company''s risk management policy is to consider 100% of forecasted net exposures for period of 1 to 3 months of export sales and 70%
of forecasted net exposures for 4 to 12 months of export sales for hedge purpose under hedge program.

In accordance with its risk management policies and procedures, the Company uses foreign currency forward contracts to hedge its risks
associated with foreign currency fluctuations relating to highly probable forecasted transactions. When derivative is entered into for the
purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedge exposure and assesses
the effectiveness of the hedged item and hedging relationship based on economic relationship.

52. The Company is primarily engaged in the business of manufacturing and trading of processed foods. There is no separate reportable segment as
per Ind AS 108 - Operating Segments for standalone financial statements for the year ended March 2025.

53. During any point of time of the year, the Company has been sanctioned working capital limits in excess of ? 5 crores rupees, in aggregate from
Banks on the basis of security of current assets.

The Company has availed the facility of packing credit and as on March 31,2025, there is no overdrawn amount.

The borrowings obtained by the Company from Banks have been applied for which such Packing Credit Facility were taken.

The Quarterly returns filed by the Company with Banks are in agreement with Books of Accounts.

54. Subsequent events:

The Board of Directors in its meeting held and declared a Final Dividend of ? 0.60/- per share (i.e. 30%) on equity shares of the Company of face
value of ? 2 /- (Rupees Two Only) each for the Financial Year 2024-25. The record date for the Final Dividend is fixed as August 06, 2025 to ascertain
the number of Shareholders of the Company entitled for the payment of Dividend. On October 28th 2024, the Board had declared an interim
dividend of ?0.60 per equity share (i.e. 30%) which was paid to the eligible shareholders. Accordingly, the total dividend for the Financial Year
2024-25 amounts to ?1.20 per equity share (i.e. 60% on the face value of ?2/- per share).

55. Information''s required as per schedule III (amended by MCA notification dated March 23, 2021) and as per Ind-AS has been disclosed in the
financial statements to the extent applicable.

56. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident
Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020.
However, the date on which the code will come into effect has not been notified. The Company will assess the impact and will record any related
impact in the period once the code becomes effective.

57. The Company has advanced or loaned or invested (either from borrowed funds or share premium or any other source of funds) to other person(s)

58. No transactions to report against the following disclosure requirements as notified by MCA pursuant to
amended Schedule III:

a) Crypto Currency or Virtual Currency

b) Benami Property held under Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder

c) Registration of charges or satisfaction with Registrar of Companies

59. The Company did not have any transactions with companies struck off under Section 248 of the Companies Act, 2013 or Section 560 of Companies
Act, 1956.

60. The company did not have any transactions not recorded in books of accounts that has been surrendered or disclosed as income during the year
in tax assessments under the Income Tax Act, 1961.

61. The company has compiled with the number of layers prescribed under section 2(87) of the companies Act, 2013 with the Companies (Restriction
on Number of Layers) Rules, 2017.

62. The company has not entered into any scheme of arrangement which has an accounting impact in the current or previous financial year.

63. The figures for the corresponding previous year have been regrouped / reclassified, wherever considered necessary, to make them comparable
with current period''s classification. Certain prior year amounts have been reclassified for consistency with the current year presentation. These
reclassification does not affect the networth of the Company. These reclassifications had no effect on the reported net profit for the year ended 31
March 2024 and are inconsequential to the readers of the financials nor it trigger the restatement of financials as per Ind AS 8. Further, it does not
affect the decision-making process of the Group.

An adjustment has been made for year ended 31 March 2024, as follows:

a. Reclassified lease hold land to ROU by INR 1,262.59 Lakhs which was earlier disclosed under property plant and equipment;

b. Reclassified accrual of expenses to trade payables by INR 511.74 Lakhs which was earlier disclosed under provision for expenses;

c. Reclassified gratuity payable to Current Provision for employee benefits by INR 127.16 Lakhs which was earlier disclosed under Other Current
Financial Liabilities;

d. Reclassified contract labour charges to other expenses by INR 2,445.38 Lakhs which was earlier disclosed under cost of goods sold;

64. Gujarat Pollution Control Board (''GPCB'') issued directions for closure of two manufacturing units of the Company situated at Nadiad vide their
communication dated 11th April, 2025 for alleged violation of the provisions of Water (Prevention and Control of Pollution Act), 1974. In this
regard, the Company made a representation to GPCB based on which GPCB revoked the said closure directions w.e.f 28th April, 2025 subject to
fulfillment of certain conditions by the Company. The Company has reviewed the conditions set out in the revocation orders and has initiated the
necessary steps to ensure compliance within a period of 3 months as extended by GPCB. AS per the internal assessment of the management there
is no impact on the operations of the Company.

65. The borrowings obtained by the company from the bank and financial institutions have been applied for the purpose for which such borrowings
taken.

66. Title deeds of all immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in
favour of the lessee) are held in the name of the company.

As per our report of even date For and on behalf of the Board

For M S K A & Associates

Chartered Accountants

Firm Registration Number: 105047W

Amrish Vaidya Bimal R. Thakkar Shardul A. Doshi Shalaka Ovalekar

Partner Chairman, Chief Financial Officer Company Secretary

Membership Number: 101739 Managing Director & C.E.O. Place: Mumbai Membership No: A15274

Place: Mumbai DIN: 00087404 Place: Mumbai

Date: May 14, 2025 Place: Mumbai Date: May 14, 2025

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Mar 31, 2024

2.9 Provisions, Contingent Liabilities and Contingent Assets

2.9.1 Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

If the effect of time value of money is material, provisions are discounted using a current pre tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

2.9.2 Contingent Liabilities

Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

2.9.3 Contingent Assets

Contingent assets are not recognised in the financial statements. Contingent assets if any, are disclosed in the notes to the financial statements.

2.10 Revenue from Operation

Revenue from contracts with customers is recognized on transfer of control of promised goods or services to a customer at an amount that reflects the consideration to which the Company is expected to be entitled to in exchange for those goods or services. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance obligation. The transaction price of goods sold and services rendered is net of variable consideration on account of various discounts and schemes offered by the Company as part of the contract. This variable consideration is estimated based on the expected value of outflow. Revenue (net of variable consideration) is recognized only to the extent that it is highly probable that the amount will not be subject to significant reversal when uncertainty relating to its recognition is resolved.

Revenue from sale of products is recognized when the control on the goods have been transferred to the customer. The performance obligation in case of sale of product is satisfied at a point in time i.e., when the material is shipped to the customer or on delivery to the customer, as may be specified in the contract.

Export Incentives

Revenue from export incentives are accounted for on export of goods if the entitlements can be estimated with reasonable assurance and conditions precedent to claim are fulfilled.

Incentive under Production Linked Incentives scheme (PLI) the scheme is subject to meeting certain committed investments and defined incremental sales threshold. Such Incentive are recognised as other operating revenue when there is a reasonable assurance that the Company will comply with all necessary conditions attached to the incentive. Income from such incentive is recognised on a systematic basis over the periods to which they relate.

2.11 Other Non-Operating Income

2.11.1 Interest Income

Interest income is recognized using the Effective Interest Rate (EIR) method.

2.11.2 Dividend Income

Dividend income on investments is recognised when the right to receive dividend is established.

2.12 Employee Benefits

Liabilities in respect of employee benefits to employees are provided for as follows:

a) Short-term employee benefits

i) Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months

after the end of the period in which the employees render the related service are recognised in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be incurred when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

b) Long Term Employee Benefit Plan

The Company has a policy on compensated absences which are both accumulating and non-accumulating in nature. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent

actuary at each balance sheet date using projected unit credit method on the additional amount expected to be paid / availed as a result of the unused entitlement that has accumulated at the balance sheet date. Expense on non-accumulating compensated absences is recognized in the period in which the absences occur.

c) Post Separation Employee Benefit Plan

i) Defined Benefit Plan

Gratuity Liability on the basis of actuarial valuation as per Ind AS-19. Liability recognised in the balance sheet in respect of gratuity is the present value of the defined benefit obligation at the end of each reporting period less the fair value of plan assets.

The defined benefit obligation is calculated annually by actuaries using the projected unit credit method. The present value of defined benefit is determined by discounting the estimated future cash outflows by reference to market yield at the end of each reporting period on government bonds that have terms approximate to the terms of the related obligation. The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Actuarial gain / loss pertaining to above and other components of re-measurement of net defined benefit liability (asset) are accounted for as OCI. All remaining components of costs are accounted for in statement of profit & loss.

ii) Defined Contribution Plans:

Defined contribution plans are Employee Provident Fund scheme and Employee State Insurance scheme for eligible employees. The Company’s contribution to defined contribution plans is recognised as an expense in the Statement of Profit and Loss as they fall due.

2.13 Taxes

2.13.1 Current Taxes

Current tax comprises the expected tax payable or recoverable on the taxable profit or loss for the year and any adjustment to the tax payable or recoverable in respect of previous years.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company and its branch operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Income tax expense is recognized in the statement of profit and loss except to the extent that it relates to items recognized directly in equity/OCI, in which case it is recognized in other comprehensive income. The company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off the recognized amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.

2.13.2 Deferred Taxes

Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary timing differences and the carry forward of unused tax credits and unused tax losses can be utilised. Such assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the temporary difference can be utilised.

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and MAT credit entitlements only if it is probable that future taxable amounts will be available to utilise those temporary differences, losses and credit.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

2.14 Foreign Currencies

The Company’s functional currency is Indian Rupee (INR) and it is also the presentation currency for the Company.

Transactions in foreign currencies are initially recorded by the Company at the functional currency spot rate of exchange prevailing on the date of the transaction. Monetary assets and monetary liabilities denominated in foreign currencies and remaining unsettled at the end of the year are converted at the functional currency spot rate of exchange prevailing on the reporting date.

Differences arising on settlement or conversion of monetary items are recognised in statement of profit and loss. Non-monetary items that are measured in terms of historical cost in a foreign currency are recorded using the exchange rates at the date of the transaction except for the qualifying cash flow hedge, which are recognised in OCI to the extent that the hedges are effective.

2.15 Leases

The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate.

The Company determines the lease term as the non-cancellable period of a lease, together with both periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option; and periods covered by an option to terminate the lease if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The Company revises the lease term if there is a change in the non-cancellable period of a lease

The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics

The Company’s lease asset classes primarily consist of leases for Land and Buildings and Plant & Machinery. The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether:

(i) the contract involves the use of an identified asset

(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and

(iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognises a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short term leases) and leases of low value assets. For these short term and leases of low value assets, the Company recognises the lease payments as an operating expense on a straight line basis over the term of the lease. The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset.

The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is

subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made.

A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. The remeasurement normally also adjusts the leased assets.

Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows.

2.16 Dividend

The Company recognises a liability for any dividend declared but not distributed at the end of the reporting period, when the distribution is authorised and the distribution is no longer at the discretion of the Company on or before the end of the reporting period. As per Corporate laws in India, a distribution is authorized when it is approved by the shareholders. A corresponding amount is recognized directly in equity.

2.17 Earnings Per Share

Basic earnings per equity share are computed by dividing the net profit attributable to the equity holders of the company by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit for the period attributed to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

3. Recent Pronouncements:

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2024, MCA has not notified any new Standards or Amendment to the existing standards applicable to the Company.

Nature of Reserves

(a) Capital reserve

The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company’s own equity instruments to capital reserve.

(b) Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve.

(c ) Securities Premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013.

(d) Cash flow hedge reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast sale. For hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated as cash flow hedges. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognised in the cash flow hedging reserve. Amounts recognised in the cash flow hedging reserve is reclassified to profit or loss when the hedged item affects profit or loss.

(e) Money received against Preferential Share Warrants

During the Financial Year 2020-21, the Company had done Preferential Allotment of 19,50,000 warrants at an issue price of Rs 362 per warrant to certain promoters and non-promoters on receipt of 25% of the issue price.

On March16, 2022, the first tranche of 9,43,500 warrants was converted into equivalent number of equity shares on receipt of balance 75% of the subscription money and on April 29, 2022 the remaining 10,06,500 warrants were converted into equivalent number of equity shares on receipt of balance 75% of the subscription money.

The face value of each equity shares is Rs 10 and the premium is Rs 352. The aggregate subscription money received for full issue size is Rs 7,059 lakhs out of which Rs.2732 lakhs were received during FY 2022-23.

42. Disclosures in respect of Ind AS 116 - Lease

The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

The Company has treated the leases with remaining lease term of less than 12 months as if they were "short term leases"

The Company has not applied the requirements of Ind AS 116 for leases of low value assets.

Movement of right-of-use assets and depreciation is given in Note no. 4(a) and Interest on account of Ind AS 116 is given in Note no. 34

The Company has entered into operating leases on its Land, office building and guest house. These leases have terms of between 3 and 99 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. Future minimum contractual rentals payable under non-cancellable operating leases as at March 31, 2024 are, as follows

The Company’s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness.

Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale may arise if:

- The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets changes from what was originally estimated), or

- Differences arise between the credit risk inherent within the hedged item and the hedging instrument.

Refer Note -19 for the details related to movement in cash flow hedge reserve.

45. Employee Benefits

a. Defined contribution plans

Amount of Rs. 106.71 lakhs (PY 2022-23: Rs. 93.41 lakhs) representing contribution to provident fund is recognised as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.

Amount of Rs. 9.29 lakhs (PY 2022-23: Rs. 8.27 lakhs) representing contribution to Employee State Insurance scheme is recognised as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.

b. Defined benefit plan

Compensated absence

Provision for compensated absences is made for outstanding leave balance at the year end at salary cost which can be utilized in future and are en-cashable. Amount of Rs. 144.54 lakhs (PY 2022-23: Rs. 115.10 lakhs) has been recognised in balance sheet of which Rs. 128.88 lakhs (PY 2022-23: Rs. 102.87.lakhs) shown under long term provision and balance Rs.15.66 lakhs (PY 2022-23: Rs. 12.23 lakhs) is shown under short term provision as given in the Actuarial report as on March 31, 2024.

Expenses of Rs.53.93 lakhs (PY 2022-23: Rs. 40.63 lakhs) are recognised in the Statement of Profit and Loss.

Compensated sick leave

Provision for compensated absences is made for outstanding sick leave balance at the year end at salary cost which can be utilized in future and are non en-cashable. Amount of Rs. 24.35 lakhs (PY 2022-23: Rs. 19.50 lakhs) has been recognised in balance sheet of which Rs.20.99 lakhs (PY 2022-23: Rs. 16.87 lakhs) shown under long term provision and balance Rs. 3.36 lakhs (PY 2022-23: Rs. 2.63 lakhs) is shown under short term provision as given in the Actuarial report as on March 31, 2024.

Expenses of Rs. 4.85 lakhs (PY 2022-23: Rs. 3.71 lakhs) are recognised in the Statement of Profit and Loss.

Gratuity

Funded

The Company has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying employees as statutorily required under the Payment of Gratuity Act, 1972. The Company has made irrevocable contribution of funds to LIC of India.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

48. The Company held majority shareholding in Power Brands (Foods) Private Limited (‘PBFPL’). It presently holds 2,08,85,992 fully paid Equity Shares of Rs. 10/- each (including 20,75,992 Equity shares acquired at Rs. 330.08 lakhs in Financial Year 2012-13). PBFPL is presently under voluntary liquidation process.

Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members’ voluntary liquidation. In the course of liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated March 8, 2013, distributed PBFPL’s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other liabilities.

By virtue of the above distribution, the Company received Ashoka brand in the financial year 2012-13 (valued at Rs. 2,935.99 lakhs by an independent valuer) in lieu of its investment in PBFPL’s equity shares of Rs. 2,211.08 lakhs. Accordingly, the Company capitalised the said brand in its books at Rs. 2,935.99 lakhs in the said financial year after adjusting the same against the investment value of Rs. 2,211.08 lakhs and carried the balance of Rs. 724.91 lakhs to the credit of the Statement of Profit and Loss as an exceptional item in that year.

During the Financial Year 2012-13, the voluntary liquidator, with the prior approval of the members vide their special resolution dated 10^th November 2014, distributed PBFPL’s immovable property situated at Sewree, Mumbai and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other current assets to meet with its contingent and other liabilities. The excess value of assets so received over the investment value in Equity Shares of PBFPL was accounted for in the Company’s Statement of Profit & Loss under the head exceptional item.

Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of liquidation process, the Company has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head “Investment” at nil value.

49. Financial instruments - Fair values and risk management Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value

Fair Value Hierarchy

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

» Level 1: Quoted prices for identical instruments in an active market;

» Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and » Level 3: Inputs which are not based on observable market data.

Calculation of Fair Values

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with prior years.

Financial assets and liabilities measured at fair value as at Balance Sheet date:

1. The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

2. The fair values of the derivative financial instruments have been determined using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties and foreign exchange forward rates.

3. Loans - Security Deposits have fair values that approximate to their carrying amounts as it is based on the net present value of the anticipated future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

50. Financial Risk Management

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments - foreign currency forward contracts to mitigate foreign exchange related risk exposures. The Company’s exposure to credit risk, excluding receivables from related parties, is influenced mainly by the individual characteristic of each customer

(i) Credit Risk

Credit risk arises from trade receivables, cash and cash equivalents and deposits with banks and financial institutions.

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. Credit risk is managed on a financial asset basis. For banks and financial institutions, only high rated banks/institutions are accepted.

Company’s maximum exposure to credit risk for each class of financial asset is the carrying amount of the financial assets recognised in the statement of financial position.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:

- Historical trend default in case of applicable financial asset

- Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the counter party’s ability to meet its obligations

- Other applicable macroeconomic information such as regulatory changes

A default on a financial asset is when the counter party fails to make contractual payments within agreed credit terms from the date when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs. 9,840.93 lakhs (PY March 31, 2023 - Rs. 8,865.89 lakhs) shown as current as at reporting date. Trade receivables are typically unsecured. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company expects that estimate of expected credit loss for impairment is immaterial based on historical trend and the nature of business. No provision is considered necessary as at reporting date other than disclosed in Note 12 and Management continuously assesses the requirement for provision on ongoing basis. During the year, the Company has made no write-offs of trade receivables.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Management regularly monitors rolling forecasts of the Company’s liquidity position on the basis of expected cash flows to ensure it has sufficient cash to meet ongoing operational fund requirements.

(iii) Currency Risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD and GBP. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company’s functional currency. The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimize the volatility of the INR cash flows of highly probable forecast transactions.

The company’s risk management policy is to consider 100% of forecasted net exposures for period of 1 to 3 months of export sales and 70% of forecasted net exposures for 4 to 12 months of export sales for hedge purpose under hedge program.

In accordance with its risk management policies and procedures, the Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to highly probable forecasted transactions. When derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedge exposure and assesses the effectiveness of the hedged item and hedging relationship based on economic relationship.

51. As per the requirements of Ind AS 108 on “Operating Segments”, segment information has been provided under the Notes to Consolidated Financial Statements.

52. The Company has availed the facility of packing credit and as on March 31, 2024, there is no overdrawn amount.

The borrowings obtained by the Company from Banks have been applied for which such Packing Credit Facility were taken.

The Quarterly returns filed by the Company with Banks are in agreement with Books of Accounts.

53. The Board has recommended final dividend @ 60% i.e Rs. 1.20/- per equity share of face value Rs. 2/- each for the financial year ended March 31, 2024. The record date for the final Dividend is fixed as July 26, 2024 to ascertain the number of Shareholders of the Company entitled for the payment of Dividend.

54. Information''s required as per schedule III (amended by MCA notification dated March 23, 2021) and as per Ind-AS has been disclosed in the financial statements to the extent applicable.

55. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020. However, the date on which the code will come into effect has not been notified. The Company will assess the impact and will record any related impact in the period once the code becomes effective.

56. The Company has advanced or loaned or invested (either from borrowed funds or share premium or any other source of funds) to 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 behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or like on or behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity (ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall either 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.

The above investments are in compliance with the relevant provisions of the Companies Act, 2013 and the transactions are not violative of the Prevention of Money Laundering Act, 2002 (15 of 2003).

For and on behalf of the Board of Directors

Bimal R. Thakkar Shardul A. Doshi Shalaka Ovalekar

Chairman, Managing Director & C.E.O. Chief Financial Officer Company Secretary

DIN: 00087404 Place: Mumbai Membership No: A15274

Place: Mumbai Place : Mumbai

Date : May 09, 2024

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Mar 31, 2023

(i) Of the above 7,56,600 equity shares (H 37.83 lakhs) forfeited in earlier years are not cancelled by the Company.

(ii) During the year the Company has issued 10,06,500 Equity Shares (2021-2022: 9,43,500 Equity Shares) pursuant to conversion of equivalent number of preferential share warrants

(b) Terms and rights attached to equity shares

The Company has one class of equity shares having a par value of H 10 per share. Each shareholders is eligible for one vote per share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(d) Shares reserved for issue under options outstanding as at the end of the year on un-issued share capital:

There are no (March 31, 2022: 1,006,500) Equity Shares reserved for issue on subscription of Preferential Share Warrants (Refer Note 19 (e) for terms of Preferential Share Warrants)

Nature of Reserves

(a) Capital reserve

The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company’s own equity instruments to capital reserve.

(b) Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve.

(c ) Securities Premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013.

(d) Cash flow hedge reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast sale. For hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated as cash flow hedges.To the extent these hedges are effective; the change in fair value of the hedging instrument is recognised in the cash flow hedging reserve. Amounts recognised in the cash flow hedging reserve is reclassified to profit or loss when the hedged item affects profit or loss.

(e) Money received against Preferential Share Warrants

During the Financial Year 2020-21, the Company had done Preferential Allotment of 19,50,000 warrants at an issue price of Rs 362 per warrant to certain promoters and non-promoters on receipt of 25% of the issue price.

On March16, 2022, the first tranche of 9,43,500 warrants was converted into equivalent number of equity shares on receipt of balance 75% of the subscription money and on April 29, 2022 the remaining 10,06,500 warrants were converted into equivalent number of equity shares on receipt of balance 75% of the subscription money.

The face value of each equity shares is Rs 10 and the premium is Rs 352. The aggregate subscription money received for full issue size is Rs 7,059 lakhs out of which Rs.2732 lakhs were received during FY 2022-23.

The Chief Operating Decision Maker (CODM) evaluates the performance of the Company based on revenue and operating income in one segment i.e. “Processed food”. Accordingly, as per Ind AS-108 (Operating Segment), the Company has only one business segment and hence disaggregation information has not been separately disclosed.

* Products Link Incentive (PLI) was announced in May 2021, starting with the base year as FY 2021-22 and valid upto FY 2025-26. Subsequently, MOFPI (Ministry of Foods Processing Industries) has revised the period starting with base year as FY22-23 & valid upto FY 2026-27. PLI Income of Rs.754.95 Lakh for F.Y. 2021-2022 has been derecognized during Current Year and recognised income of Rs 808 Lakh for FY 2022-2023, Net Impact of Income in Statement of profit and loss is of Rs 53.05 Lakh

38. Contingent Liabilities and Commitments a. Contingent Liabilities		H Lakhs
Sr. Particulars No	As at March 31, 2023	As at March 31, 2022
1. Claims against the company not acknowledged as debts:
a. Income Tax Matters	409.83	289.04
b. Service Tax Matters	463.53	463.54
c. Legal Cases	13.19	18.24
2. Guarantees:
a. Guarantees given on behalf of subsidiaries (net of margin money)	80.83	124.31
Notes: a. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of above pending resolution of the respective proceedings as it is determinable only on receipt of judgments / decisions pending with various forums/ authorities.
b. The Company does not expect any reimbursements in respect of the above contingent liabilities. b. Capital Commitments		Rs. Lakhs
Particulars	As at March 31, 2023	As at March 31, 2022
Capital commitments (net of advances) - for purchase of property, plant and equipment	2.85	1,108.89

39. Dues to Micro and Small Enterprises

Micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have been identified by the Company on the basis of the information available with the Company and the auditors have relied on the same. Sundry creditors include total outstanding dues to micro enterprises and small enterprises amounting to Rs.157.99 lakhs (2021-22: H 283.84 lakhs). The disclosures pursuant to MSMED Act based on the books of account are as under:

40. Disclosures made in terms of Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

a. Advances to Subsidiaries

For disclosure of loans, investments and Guarantee- ‘Refer Note 41’.

b. Deposits paid to related parties

Interest free security deposit of H 8.00 lakhs (2021-22: H 8.50 lakhs), paid for guest house taken on lease from a Related party.

41. Disclosures u/s 186(4) of the Companies Act, 2013

Details of investments made are disclosed under Note 5 & 11 and Guarantees are disclosed under note no. 38(a). There are no loans given by the company except below.

1. The loans to subsidiaries have been made for general corporate purposes. These loans are given at rates comparable to the average commercial rate of interest and in compliance with the provisions of Companies Act, 2013

4. No loans are due from Directors or other officers of the Company either severally or jointly with any other person or amount due by firms or private companies in which any director is a partner, a director or a member.

42. Disclosures in respect of Ind AS 116 - Lease

The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

The Company has treated the leases with remaining lease term of less than 12 months as if they were “short term leases”

The Company has not applied the requirements of Ind AS 116 for leases of low value assets.

Movement of right-of-use assets and depreciation is given in Note no. 4(a) and Interest on account of Ind AS 116 is given in Note no. 34

The Company has entered into operating leases on its Land, office building and guest house. These leases have terms of between 3 and 99 years. All leases include a clause to enable upward revision of the rental charge on an annual basis according to prevailing market conditions. Future minimum contractual rentals payable under non-cancellable operating leases as at March 31, 2023 are, as follows

Total cash outflow is H 501.75 Lakhs, which includes short term lease payment recognised in the Statement of Profit and Loss of H 501.25 lakhs and H 0.50 Lakhs related to lease premises on which IND AS 116 is applied.

The Company has discounted lease payments using the applicable incremental borrowing rate as at April 1, 2019, which is 8.85% for measuring the lease liability.

The Company’s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness.

Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale may arise if:

- The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets changes from what was originally estimated), or

- Differences arise between the credit risk inherent within the hedged item and the hedging instrument.

Refer Note -19 for the details related to movement in cash flow hedge reserve.

45. Employee Benefits

a. Defined contribution plans

Amount of H 93.41 lakhs (2021-22: H 82.68 lakhs) representing contribution to provident fund is recognised as an expense and is included in "Employee benefits expenses" in the Statement of Profit and Loss.

Amount of H 8.27 lakhs (2021-22: H 7.69 lakhs) representing contribution to Employee State Insurance scheme is recognised as an expense and is included in "Employee benefits expenses" in the Statement of Profit and Loss.

b. Defined benefit plan

Compensated absence

Provision for compensated absences is made for outstanding leave balance at the year end at basic salary cost which can be utilized in future and are en-cashable. Amount of H 115.10 lakhs (2021-22: H 89.24 lakhs) has been recognised in balance sheet of which H 102.87.lakhs (2021-22: H 78.48 lakhs) shown under long term provision and balance Rs.12.23 lakhs (2021-22: H 10.76 lakhs) is shown under short term provision as given in the Actuarial report as on March 31, 2023.

Expenses of Rs.40.63 lakhs (2021-22: H 29.04 lakhs) are recognised in the Statement of Profit and Loss.

Compensated sick leave

Provision for compensated absences is made for outstanding sick leave balance at the year end at gross salary which can be utilized in future and are non en-cashable. Amount of H 19.50 lakhs (2021-22: H 15.80 lakhs) has been recognised in balance sheet of which Rs.16.87 lakhs (2021-22: H 13.72 lakhs) shown under long term provision and balance Rs.2.63 lakhs (2021-22: H 2.07 lakhs) is shown under short term provision as given in the Actuarial report as on March 31, 2023.

Expenses of Rs.3.71 lakhs (2021-22: H 1.73 lakhs) are recognised in the Statement of Profit and Loss.

Gratuity

Funded

The Company has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying employees as statutorily required under the Payment of Gratuity Act, 1972. The Company has made irrevocable contribution of funds to LIC of India.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

47. As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, COVID-19 relief and rural development projects. A CSR committee has been formed by the company as per the Act. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013

48. The Company held majority shareholding in Power Brands (Foods) Private Limited (''PBFPL''). It presently holds 2,08,85,992 fully paid Equity Shares of H 10/- each (including 20,75,992 Equity shares acquired at H 330.08 lakhs in Financial Year 2012-13). PBFPL is presently under voluntary liquidation process.

Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members’ voluntary liquidation. In the course of liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated March 8, 2013, distributed PBFPL’s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other liabilities.

By virtue of the above distribution, the Company received Ashoka brand in the financial year 2012-13 (valued at H 2,935.99 lakhs by an independent valuer) in lieu of its investment in PBFPL’s equity shares of H 2,211.08 lakhs. Accordingly, the Company capitalised the said brand in its books at H 2,935.99 lakhs in the said financial year after adjusting the same against the investment value of H 2,211.08 lakhs and carried the balance of H 724.91 lakhs to the credit of the Statement of Profit and Loss as an exceptional item in that year.

During the Financial Year 2012-13, the voluntary liquidator, with the prior approval of the members vide their special resolution dated 10th November 2014, distributed PBFPL’s immovable property situated at Sewree, Mumbai and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other current assets to meet with its contingent and other liabilities. The excess value of assets so received over the investment value in Equity Shares of PBFPL was accounted for in the Company''s Statement of Profit & Loss under the head exceptional item.

Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of liquidation process, the Company has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head “Investment” at nil value.

49. Financial instruments - Fair values and risk management

Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value

Fair Value Hierarchy

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

• Level 1: Quoted prices for identical instruments in an active market;

• Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and

• Level 3: Inputs which are not based on observable market data.

Calculation of Fair Values

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with prior years.

Financial assets and liabilities measured at fair value as at Balance Sheet date:

1. The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

2. The fair values of the derivative financial instruments have been determined using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties and foreign exchange forward rates.

3. Loans - Security Deposits have fair values that approximate to their carrying amounts as it is based on the net present value of the anticipated future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

50. Financial Risk Management

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments - foreign currency forward contracts to mitigate foreign exchange related risk exposures. The Company’s exposure to credit risk, excluding receivables from related parties, is influenced mainly by the individual characteristic of each customer

(i) Credit Risk

Credit risk arises from trade receivables, cash and cash equivalents and deposits with banks and financial institutions.

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. Credit risk is managed on a financial asset basis. For banks and financial institutions, only high rated banks/institutions are accepted.

Company’s maximum exposure to credit risk for each class of financial asset is the carrying amount of the financial assets recognised in the statement of financial position.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:

- Historical trend default in case of applicable financial asset

- Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the counter party’s ability to meet its obligations

- Other applicable macroeconomic information such as regulatory changes

A default on a financial asset is when the counter party fails to make contractual payments within agreed credit terms from the date when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to H 8,865.89 lakhs (March 31, 2022 - H 6,092.16 lakhs) shown as current as at reporting date. Trade receivables are typically unsecured. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company expects that estimate of expected credit loss for impairment is immaterial based on historical trend and the nature of business. No provision is considered necessary as at reporting date other than disclosed in Note 12 and Management continuously assesses the requirement for provision on ongoing basis. During the year, the Company has made no write-offs of trade receivables.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Management regularly monitors rolling forecasts of the Company''s liquidity position on the basis of expected cash flows to ensure it has sufficient cash to meet ongoing operational fund requirements.

(iii) Currency Risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD and GBP. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company’s functional currency. The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimize the volatility of the INR cash flows of highly probable forecast transactions.

The Company’s risk management policy is to consider 100% of forecasted net exposures for period 1 to 3 months of export sales and 70% of forecasted net exposures for 4 to 12 months of export sales for hedge purpose under hedge program.

In accordance with its risk management policies and procedures, the Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to highly probable forecasted transactions. When derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedge exposure and assesses the effectiveness of the hedged item and hedging relationship based on economic relationship.

51. As per the requirements of Ind AS 108 on “Operating Segments”, segment information has been provided under the Notes to Consolidated Financial Statements.

52. The Company has availed the facility of packing credit and as on march 31, 2023, there is no overdrawn amount.

The borrowings obtained by the Company from Banks have been applied for which such Packing Credit Facility were taken.

The Quarterly returns filed by the Company with Banks are in agreement with Books of Accounts.

53. The Board has recommended final dividend @ 50% i.e H 5/- per equity share of face value H 10/- each for the financial year ended March 31, 2023. The record date for the final Dividend is fixed as August 03, 2023 to ascertain the number of Shareholders of the Company entitled for the payment of Dividend.

54. In the Board meeting held on 06th May, 2023, the approval was granted for sub-division of 1 (One) fully paid-up Ordinary (equity) Share of the Company having face value of ?10/- (Rupees Ten) each, into 5 (Five) fully paid-up Ordinary (equity) Shares having face value of ?2/- (Rupee Two) each. The same will be subject to the approval of the shareholders in the forthcoming Annual General Meeting of the Company.

55. Information’s required as per schedule III (amended by MCA notification dated March 23, 2021) and as per Ind-AS has been disclosed in the financial statements to the extent applicable.

56. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020. However, the date on which the code will come into effect has not been notified. The Company will assess the impact and will record any related impact in the period once the code becomes effective.

57. The Company has not advanced or loaned or invested (either from borrowed funds or share premium or any other source of funds) to 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 behalf of the company (Ultimate Beneficiaries) or provide any guarantee, security or like on or behalf of the Ultimate Beneficiaries.

The Company has not received any fund from any person(s) or entity (ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the company shall either 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.

58. Previous year’s figures have been regrouped / restated wherever necessary to conform to current year’s classification. All figures have been rounded off to the nearest lakhs.

---

Mar 31, 2022

(i) Of the above 7,56,600 equity shares (Rs. 37.83 lakhs) forfeited in earlier years are not cancelled by the Company.

(ii) During the year the Company has issued 9,43,500 Equity Shares (2020-2021: Nil Equity Shares) pursuant to conversion of equivalent number of preferential share warrants

(b) Terms / rights attached to equity shares

The Company has one class of equity shares having a par value of Rs. 10 per share. Each shareholders is eligible for one vote per share held. The dividend proposed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Nature of Reserves

(a) Capital reserve

The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company’s own equity instruments to capital reserve.

(b) Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve.

(c ) Securities Premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 2013.

(d) Cash flow hedge reserve

The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast sale. For hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated as cash flow hedges. To the extent these hedges are effective; the change in fair value of the hedging instrument is recognised in the cash flow hedging reserve. Amounts recognised in the cash flow hedging reserve is reclassified to profit or loss when the hedged item affects profit or loss.

(e) Money received against Preferential Share Warrants

The Company has obtained approval of shareholders by way of a special resolution dated 05th October, 2020 for issuance of 19,50,000 warrants at a price of INR.362/- each on preferential basis to certain promoters and non-promoters . Further, the Company has obtained in-principle approval from National Stock Exchange and Bombay Stock Exchange on 09th October, 2020 and 23rd October, 2020 respectively for the allotment of the said warrants. As all the allottees have paid the advance Subscription Price of Rs. 90.50/- per warrant which is equivalent to 25% of subscription Price aggregating to Rs. 1,765 Lakhs, the said warrants have been allotted vide Board resolution dated 01st November, 2020.

On 16th March, 2022, the first tranche of 943,500 warrants was converted into equivalent number of equity shares (FV of Rs.10 each and Premium of Rs.352 each) on receipt of the balance 75% subscription money amounting to Rs.2,561.60 Lakhs.The remaining 10,06,500 warrants have been convertible on 29th April, 2022. (Refer note: 18 (a)(ii))"

40. Disclosures made in terms of Schedule V of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015

a. Advances to Subsidiaries

There are no loans and advances in the nature of loans given to subsidiaries, associates, firms/companies in which directors are interested.

b. Deposits paid to related parties

Interest free security deposit of Rs. 8.50 lakhs (2020-21: Rs. 9.00 lakhs), paid for guest house taken on lease from a Related party.

41. Disclosures u/s 186(4) of the Companies Act, 2013

Details of investments made are disclosed under Note 5 & 11 and Guarantees are disclosed under note no. 37(a). There are no loans given by the company.

42. Disclosures in respect of lease

The Company has applied a single discount rate to a portfolio of leases with reasonably similar characteristics.

The Company has treated the leases with remaining lease term of less than 12 months as if they were “short term leases”

The Company has not applied the requirements of Ind AS 116 for leases of low value assets.

Movement of right-of-use assets and depreciation is given in Note no. 4(a) and Interest on account of Ind AS 116 is given in Note no. 34

Total cash outflow is Rs. 458.41 Lakhs, which includes short term lease payment recognised in the Statement of Profit and Loss of Rs. 384.92 lakhs and Rs. 73.49 Lakhs related to lease premises on which IND AS 116 is applied.

The Company has applied the practical expedient to rent concession for office premises. Rs. 10.17 lakhs recognized in profit and loss for the year ended March 31, 2022 to reflect changes in lease payments that arises from rent concessions to which the Company has applied the practical expedient.

The Company has discounted lease payments using the applicable incremental borrowing rate as at April 1, 2019, which is 8.95% for measuring the lease liability.

The Company’s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness.

Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated component value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale may arise if:

- The critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets changes from what was originally estimated), or

- Differences arise between the credit risk inherent within the hedged item and the hedging instrument.

Refer Note -19 for the details related to movement in cash flow hedge reserve.

45. Employee Benefits

a. Defined contribution plans

Amount of Rs. 82.68 lakhs (2020-21: Rs. 66.14 lakhs) representing contribution to provident fund is recognised as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.

Amount of Rs. 7.69 lakhs (2020-21: Rs. 7.67 lakhs) representing contribution to Employee State Insurance scheme is recognised as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.

b. Defined benefit plan

Compensated absence

Provision for compensated absences is made for outstanding leave balance at the year end at basic salary cost which can be utilized in future and are en-cashable. Amount of Rs. 89.24 lakhs (2020-21: Rs. 77.74 lakhs) has been recognised in balance sheet of which Rs. 78.48.lakhs (2020-21: Rs. 67.00 lakhs) shown under long term provision and balance Rs.10.76 lakhs (2020-21: Rs. 10.74 lakhs) is shown under short term provision as given in the Actuarial report as on March 31, 2022.

Expenses of Rs.29.04 lakhs (2020-21: Rs. 17.83 lakhs) are recognised in the Statement of Profit and Loss.

Compensated sick leave

Provision for compensated absences is made for outstanding sick leave balance at the year end at gross salary which can be utilized in future and are non en-cashable. Amount of Rs. 15.80 lakhs (2020-21: Rs. 14.07 lakhs) has been recognised in balance sheet of which Rs.13.72 lakhs (2020-21: Rs. 12.15 lakhs) shown under long term provision and balance Rs.2.07 lakhs (2020-21: Rs. 1.92 lakhs) is shown under short term provision as given in the Actuarial report as on March 31, 2022.

Expenses of Rs.1.73 lakhs (2020-21: Rs. 0.06 lakhs) are recognised in the Statement of Profit and Loss.

Gratuity

Funded

The Company has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying employees as statutorily required under the Payment of Gratuity Act, 1972. The Company has made irrevocable contribution of funds to LIC of India.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

47. As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The areas for CSR activities are eradication of hunger and malnutrition, promoting education, art and culture, healthcare, destitute care and rehabilitation, environment sustainability, disaster relief, COVID-19 relief and rural development projects. A CSR committee has been formed by the company as per the Act. The funds were primarily allocated to a corpus and utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013

48. The Company held majority shareholding in Power Brands (Foods) Private Limited (‘PBFPL’). It presently holds 2,08,85,992 fully paid Equity Shares of Rs. 10/- each (including 20,75,992 Equity shares acquired at Rs. 330.08 lakhs in Financial Year 2012-13). PBFPL is presently under voluntary liquidation process.

Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members’ voluntary liquidation. In the course of liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated March 8, 2013, distributed PBFPL’s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other liabilities.

By virtue of the above distribution, the Company received Ashoka brand in the financial year 2012-13 (valued at Rs. 2,935.99 lakhs by an independent valuer) in lieu of its investment in PBFPL’s equity shares of Rs. 2,211.08 lakhs. Accordingly, the Company capitalised the said brand in its books at Rs. 2,935.99 lakhs in the said financial year after adjusting the same against the investment value of Rs. 2,211.08 lakhs and carried the balance of Rs. 724.91 lakhs to the credit of the Statement of Profit and Loss as an exceptional item in that year.

During the Financial Year 2012-13, the voluntary liquidator, with the prior approval of the members vide their special resolution dated 10th November 2014, distributed PBFPL’s immovable property situated at Sewree, Mumbai and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other current assets to meet with its contingent and other liabilities. The excess value of assets so received over the investment value in Equity Shares of PBFPL was accounted for in the Company’s Statement of Profit & Loss under the head exceptional item.

Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of liquidation process, the Company has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head “Investment” at nil value.

49. Financial instruments - Fair values and risk management

Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value

Fair Value Hierarchy

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

• Level 1: Quoted prices for identical instruments in an active market;

• Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and

• Level 3: Inputs which are not based on observable market data.

Calculation of Fair Values

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with prior years.

Financial assets and liabilities measured at fair value as at Balance Sheet date:

1. The fair values of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

2. The fair values of the derivative financial instruments have been determined using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties and foreign exchange forward rates.

3. Loans - Security Deposits have fair values that approximate to their carrying amounts as it is based on the net present value of the anticipated future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

50. Financial Risk Management

The Company’s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company’s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments - foreign currency forward contracts to mitigate foreign exchange related risk exposures. The Company’s exposure to credit risk, excluding receivables from related parties, is influenced mainly by the individual characteristic of each customer

(i) Credit Risk

Credit risk arises from trade receivables, cash and cash equivalents and deposits with banks and financial institutions.

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. Credit risk is managed on a financial asset basis. For banks and financial institutions, only high rated banks/institutions are accepted.

Company’s maximum exposure to credit risk for each class of financial asset is the carrying amount of the financial assets recognised in the statement of financial position.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:

- Historical trend default in case of applicable financial asset

- Actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the counter party’s ability to meet its obligations

- Other applicable macroeconomic information such as regulatory changes

A default on a financial asset is when the counter party fails to make contractual payments within agreed credit terms from the date when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs. 6,092.16 lakhs (March 31, 2021 - Rs. 5,425.02 lakhs) shown as current as at reporting date. Trade receivables are typically unsecured. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company expects that estimate of expected credit loss for impairment is immaterial based on historical trend and the nature of business. No provision is considered necessary as at reporting date other than disclosed in Note 12 and Management continuously assesses the requirement for provision on ongoing basis. During the year, the Company has made no write-offs of trade receivables.

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD and GBP. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company’s functional currency. The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimize the volatility of the INR cash flows of highly probable forecast transactions.

The company’s risk management policy is to hedge 100% of forecasted net exposures for period of 1 to 3 months of export sales and 70% of forecasted net exposures for 4 to 12 months of export sales.

In accordance with its risk management policies and procedures, the Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to highly probable forecasted transactions. When derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedge exposure and assesses the effectiveness of the hedged item and hedging relationship based on economic relationship.

53. The Company has availed the facility of Packing Credit and as on March 31, 2022, there is no overdrawn amount.

The borrowings obtained by the Company from Banks have been applied for which such Packing Credit Facility were taken.

The Quarterly returns filed by the Company with Banks are in agreement with Books of Accounts.

54. The Board has recommended final dividend @ 40% i.e Rs. 4/- per equity share of face value Rs. 10/- each for the financial year ended March 31, 2022. The record date for the final Dividend is fixed as August 05, 2022 to ascertain the number of Shareholders of the Company entitled for the payment of Dividend.

55. Information’s required as per schedule III (amended by MCA notification dated March 23, 2021) and as per Ind-AS has been disclosed in the financial statements to the extent applicable.

56. The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Company towards Provident Fund and Gratuity. The Ministry of Labour and Employment has released draft rules for the Code on Social Security, 2020 on November 13, 2020. However, the date on which the code will come into effect has not been notified. The Company will assess the impact and will record any related impact in the period once the code becomes effective.

57. Previous year’s figures have been regrouped / restated wherever necessary to conform to current year’s classification. All figures have been rounded off to the nearest lakhs.

---

Mar 31, 2018

I Company Overview

Description of Business

ADF Foods Limited (“the Company”) is a public company incorporated under the provisions of the Companies Act, I956 and domiciled in India having registered office at 83/86 G.I.D.C Industrial Estate, Nadiad, Gujarat. Its shares are listed on Bombay Stock Exchange and National Stock Exchange in India. The Company is engaged in the manufacture and selling of food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices etc. The Company caters mainly to international markets and domestic market. The Financial Statements of the company are approved by the Board of Directors on May 29, 2018.

Basis of Preparation of Financial Statements

The financial statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by Ministry of Corporate Affairs pursuant to Section I33 of the Companies Act, 20I3 to be read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 20I5 and Companies ( Indian Accounting Standards) Amendment Rules, 20I6. The Company''s Financial Statements for the year ended March 3I, 2018 comprises of the Balance Sheet, Statement of Profit and Loss, Cash Flow Statement, Statement of Changes in Equity and the Notes to Financial Statements.

For all periods up to and including the year ended March 3I, 20I7, the Company prepared its financial statements in accordance with Indian Generally Accepted Accounting Practices (IGAAP), including Accounting Standards (ASs) specified under section I33 of the Companies Act, 20I3 read with rule 7 of Companies (Accounts) Rules, 20I4, as amended, to the extent applicable.

These financial statements are the Company''s first Ind AS financial statements and are covered by Ind AS I0I, First-time adoption of Indian Accounting Standards. An explanation of how the transition to Ind AS has affected the Company''s equity, financial position, financial performance and its cash flows is provided in Note. 50

Current versus non-current classification all assets and liabilities have been classified as current or non-current as per the Company''s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 20I3. Based on the nature of products and the time taken between acquisition of assets for processing and their realization in cash and cash equivalent, the Company has ascertained its operating cycle as twelve months for the purpose of the classification of assets and liabilities into current and noncurrent.

Basis of Measurement

The Ind AS Financial Statements have been prepared on a going concern basis using historical cost convention and on an accrual method of accounting, except for certain financial assets and liabilities, including derivative financial instruments which have been measured at fair value as described below and defined benefit plans which have been measured at actuarial valuation as required by relevant Ind ASs.

Key Accounting Estimates and Judgements:

The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively. Information about critical judgments in applying accounting policies, as well as estimates and assumptions that have the most significant effect to the carrying amounts of assets and liabilities within the next financial year, are included in the following notes:

(a) Measurement of defined benefit obligations - Note 46

(b) Measurement and likelihood of occurrence of provisions and contingencies - Note 39

(c) Recognition of deferred tax assets - Note 23

(d) Impairment of Intangible asset. - Note 37 Measurement of fair values

The Company''s accounting policies and disclosures require financial instruments to be measured at fair values. The Company has an established control framework with respect to the measurement of fair values. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs. The management regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker quotes or pricing services, is used to measure fair values, then the management assesses the evidence obtained from the third parties to support the conclusion that such valuations meet the requirements of Ind AS, including the level in the fair value hierarchy in which such valuations should be classified. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows.

Level I: quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: inputs other than quoted prices included in Level I that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The Company recognizes transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

The board of Directors of the Company in its meeting held on July 27, 20I6 approved buyback of equity shares. The Company adopted the open market route in accordance with the provisions contained in SEBI (Buyback of Securities) Regulations, I998 (including any statutory modification(s), or re-enactments for the time being in force).

The buyback commenced on August I0, 20I6 and closed on November I5, 20I6. The company has bought back and extinguished 7,98,539 equity shares till the closure of buyback. The amount of total buyback of Rs. 9,63,07,029 represents 53.50% of the maximum buyback size. In respect of the shares so extinguished, the Company has adjusted an amount of Rs. 79,85,390/- against paid up Equity shares capital and Rs. 8,83,2I,639/- agains Securities Premium.

(b) Terms / rights attached to equity shares

The company has one class of equity shares having a par value of Rs. I0 per share. Each shareholders is eligible for one vote per share held. The dividend propsed by the board of directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, excpet in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the company after distribution of all preferential amounts, in proportion to their shareholding.

Nature of Reserves

(a) Capital reserve

The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company''s own equity instruments to capital reserve.

(b) Capital redemption reserve

As per Companies Act, 20I3, capital redemption reserve is created when company purchases its own shares out of free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to capital redemption reserve.

(c ) Securities Premium

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provision of the Companies Act, 20I3.

(d) Cash flow Hedge reserve

The company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast sale. For hedging foreign currency risk, the company uses foreign currency forward contracts which are designated as cash flow hedges.

To the extent these hedges are effective; the change in fair value of the hedging instrument is recognised in the cash flow hedging reserve. Amounts recognised in the cash flow hedging reserve is reclassified to profit or loss when the hedged item affects profit or loss.

21.1 Secured by hypothecation of asset purchased, repayable in 35 instalments. The loan carries interest @ I0.25% p.a.

21.2 Secured by hypothecation of asset purchased, repayable in 35 instalments. The loan carries interest @ 9.37% p.a. Current maturity of car loan includes Rs. 8.64 lacs which is disclosed in Note 26 '' Other Current Financial Liabilities''.

21.3 Secured by hypothecation of asset purchased, repayable in 59 instalments. The loan carries interest @ 9.49% p.a.

Secured loan availed from the above mentioned banks is secured by hypothecation of the Current Assets of the Company, the whole of the immovable properties pertaining to DTA divisions situated at Plot No: 83/86, and 40, 40/I, 40/2, & 40/3 in GIDC industrial area, Nadiad including movable Plant & machinery, stores, spares tools and accessories and other movable both present and future of the Company which have been provided as collateral security, ranking pari pasu in favour of the Company''s bankers. The said Working Capital limits are repayable on demand and the interest payable on Rupee borrowings range from 7.65 % to II.25 % p.a. and on foreign currency borrowings is LIBOR plus margin ( 200 basis points).

Notes:

a. It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of above pending resolution of the respective proceedings as it is determinable only on receipt of judgments/decisions pending with various forums/authorities.

b. The Company does not expect any reimbursements in respect of the above contingent liabilities.

2. Disclosures u/s 186(4) of the Companies Act, 2013

Details of investments made are disclosed under Note -5. There are no loans or guarantees given by the company.

3. Disclosures in respect of lease

The Company''s significant leasing arrangements are in respect of operating leases for Commercial / Official premises. Lease expenditure for operating leases are recognised on straight line basis over the period of lease. These leasing arrangements are non-cancellable, and are renewable on periodic basis by mutual consent on mutually accepted terms. The particulars of the premises taken on operating leases are as under:

The Company''s hedging policy only allows for effective hedge relationships to be established. Hedge effectiveness is determined at the inception of the hedge relationship and through periodic prospective effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company enters into hedge relationships where the critical terms of the hedging instrument match exactly with the terms of the hedged item, and so a qualitative assessment of effectiveness is performed. If changes in circumstances affect the terms of the hedged item such that the critical terms no longer match exactly with the critical terms of the hedging instrument, the Company uses the hypothetical derivative method to assess effectiveness.

Ineffectiveness is recognised on a cash flow hedge where the cumulative change in the designated Component value of the hedging instrument exceeds on an absolute basis the change in value of the hedged item attributable to the hedged risk. In hedges of foreign currency forecast sale may arise if:

- the critical terms of the hedging instrument and the hedged item differ (i.e. nominal amounts, timing of the forecast transaction, interest resets changes from what was originally estimated), or

- differences arise between the credit risk inherent within the hedged item and the hedging instrument.

Refer Note - 20 for the details related to movement in cash flow hedging reserve.

4. Employee Benefits

a) Defined contribution plans

Amount of Rs. 75.I6 lacs (20I6-I7: Rs. 78.35 lacs and 20I5-I6: Rs. 75.98 lacs) representing contribution to provident fund is recognised as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.

Amount of Rs. II.92 lacs (20I6-I7: Rs. 7.46 lacs and 20I5-I6: Rs. 6.55 lacs) representing contribution to Employee State Insurance scheme is recognised as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.

b) Defined benefit plan Compensated absence

Provision for compensated absences is made for outstanding leave balance at the year end at basic salary cost which can be utilized in future and are en-cashable. Amount of Rs 58.94 lacs (20I6-I7: Rs. 50.58 lacs and 20I5-I6: Rs. 33.93 lacs) has been recognised in balance sheet of which Rs 54.04 lacs (20I6-I7: Rs. 43.33 lacs and 20I5-I6: Rs. 25.45 lacs) shown under long term provision and balance Rs 4.90 lacs (20I6-I7: Rs. 7.25 lacs and 20I5-I6: Rs. 8.48 lacs) is shown under short term provision as given in the Actuarial report as on March 3I, 2018.

Expenses of Rs 23.99 lacs (20I6-I7: Rs. 33.34 lacs and 20I5-I6: Rs. I3.77 lacs) are recognised in the Statement of Profit and Loss.

Compensated sick leave

Provision for compensated absences is made for outstanding sick leave balance at the year end at gross salary which can be utilized in future and are non en-cashable. Amount of Rs 7.55 lacs (20I6-I7: Rs. 4.7I lacs and 20I5-I6: Rs. 6.II lacs) has been recognised in balance sheet of which Rs. 6.50 lacs (20I6-I7: Rs. 4.I6 lacs and 20I5-I6: Nil ) shown under long term provision and balance Rs I.05 lacs (20I6-I7: Rs. 0.55 lacs and 20I5-I6: Rs. 6.II lacs) is shown under short term provision as given in the Actuarial report as on March 3I, 2018.

Expenses of Rs. 2.84 lacs (20I6-I7: Rs. (I.40) lacs and 20I5-I6: Rs. I3.77 lacs) are recognised in the Statement of Profit and Loss.

Gratuity

Funded

The Company has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying employees as statutorily required under the Payment of Gratuity Act, I972. The Company has made irrevocable contribution of funds to LIC of India.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

Unfunded

Amount of Rs I7I.II lacs (20I6-I7: Rs. I44.57 lacs and 20I5-I6: Rs. I22.64 lacs ) has been recognised in balance sheet of which Rs I56.52 lacs (20I6-I7: Rs. I36.22 lacs and 20I5-I6: Rs. II0.38 lacs) shown under long term provision and balance Rs I4.59 lacs (20I6-I7: Rs. 8.35 lacs and 20I5-I6: Rs. I2.26 lacs) is shown under short term provision as given in the Actuarial report as on March 3I, 2018

5. The company has spent Rs. 4I.93 lacs during the financial year (Previous year Rs.54.97 lacs) as per the provisions of section I35 of the companies Act, 20I3 towards corporate social Responsibility (CSR) activities - grouped under ‘other expenses''.

a. Gross amount required to be spent by the company during the year Rs.40.I7 lacs (Previous year - Rs.39.49 lacs)

b. Amount spend during the year on:

6. The Company held majority shareholding in Power Brands (Foods) Private Limited (‘PBFPL''). It presently holds 2,08,85,992 fully paid Equity Shares of Rs. I0/- each (including 20, 75,992 Equity shares acquired at Rs. 330.08 lacs in Financial Year 20I2-I3). PBFPL is presently under voluntary liquidation process.

Pursuant to a special resolution passed on November 5, 20I2 by its members, PBFPL went into the members'' voluntary liquidation. In the course of liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated March 8, 20I3, distributed PBFPL''s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other liabilities.

By virtue of the above distribution, the Company received Ashoka brand in the financial year 20I2-I3 (valued at Rs. 2,935.99 lacs by an independent valuer) in lieu of its investment in PBFPL''s equity shares of Rs. 2,2II.08 lacs. Accordingly, the Company capitalised the said brand in its books at Rs. 2,935.99 lacs in the said financial year after adjusting the same against the investment value of Rs. 2,2II.08 lacs and carried the balance of Rs. 724.9I lacs to the credit of the Statement of Profit and Loss as an exceptional item in that year.

During the Financial Year 20I2-I3, the voluntary liquidator, with the prior approval of the members vide their special resolution dated I0^th November 20I4, distributed PBFPL''s immovable property situated at Sewree, Mumbai and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other current assets to meet with its contingent and other liabilities. The excess value of assets so received over the investment value in Equity Shares of PBFPL was accounted for in the Company''s Statement of Profit & Loss under the head exceptional item.

Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of liquidation process, the Company has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head “Investment” at nil value.

7. First-time adoption of Ind AS

These are the Company''s first financial statements prepared in accordance with Ind AS.

The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended March 31,2018, the comparative information presented in these financial statements for the year ended March 31,2017and in the preparation of an opening Ind AS balance sheet as at April I, 20I6 (the Company''s date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the Company''s financial position, financial performance and cash flows is set out in the following tables and notes.

Exemption and Exception Availed

Set out below are the applicable Ind AS I0I optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

a) Ind AS optional exemptions

1. Deemed cost

Ind AS I0I permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments to all assets and liabilities whose recognition is required by Ind AS. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets.

Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value adjusted for certain adjustments whose recognition is required by Ind AS.

2. Investments in subsidiaries

Ind AS I0I permits a first-time adopter to elect to continue with the carrying value for all of its investment in subsidiaries as recognised in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments to all assets and liabilities whose recognition is required by Ind AS.

Accordingly, the Company has elected to measure all its investments in subsidiaries at their previous GAAP carrying value adjusted for adjustments whose recognition is required by Ind AS.

b) Ind AS mandatory exceptions

1. Hedge accounting

Hedge accounting can only be applied prospectively from the transition date to transactions that satisfy the hedge accounting criteria in Ind AS I09, at that date. Hedging relationships cannot be designated retrospectively, and the supporting documentation cannot be created retrospectively. As a result, only hedging relationships that satisfied the hedge accounting criteria as of April I, 20I6 are reflected as hedges in the Company''s balance sheet under Ind AS.

The Company had designated various hedging relationships as cash flow hedges under the previous GAAP. On date of transition to Ind AS, the Company had assessed that all the designated hedging relationship qualifies for hedge accounting as per Ind AS I09. Consequently, the Company continue to apply hedge accounting on and after the date of transition to Ind AS.

2. Estimates

An entity''s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at April I, 20I6 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Impairment of financial assets based on expected credit loss model.

- Financial assets as well as financial liability recognised at FVPL

3. Classification and measurement of financial assets

The company has classified and measured the financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

4. Derocgnition of financial assets and financial liabilities

The company has opted to apply the exemption available under Ind AS I0I to apply the derecognition criteria of Ind AS I09 prospectively for the transacion occuring on or after the date of transition to Ind AS

Reconciliation between previous GAAP and Ind AS

The following reconciliations provide a quantification of the effect of significant differences arising from the transition from Previous GAAP to Ind AS in accordance with Ind AS I0I:

Ind AS I0I requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the reconciliations from previous GAAP to Ind AS.

Notes: a. Reversal of amortisation of Trademark under IGAAP:

Under Indian GAAP Trademark was amortized on a straight line basis considering a finite useful life. However, under Ind AS, an intangible asset shall be regarded by the entity as having an indefinite useful life when, based on an analysis of all of the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the entity. Hence, certain intangible assets are assessed as having indefinite useful life and are not amortised but are tested for impairment at least annually.

b. Fair value gains on financial instruments

Under Indian GAAP, the Company accounted for current investments at lower of cost or fair value. Under Ind AS, the Company has classified the mutual funds as subsequently measured at FVTPL. Such instruments are fair valued at each reporting date and the changes in fair value are recorded through profit and loss account. At the date of transition to Ind AS, difference between the instruments'' fair value and Indian GAAP carrying amount has been recognised in retained earnings.

c. Deferred tax on Ind AS adjustments

Indian GAAP requires deferred tax accounting using the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind AS I2 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. The application of the balance sheet approach has resulted in recognition of deferred tax on new temporary differences which was not required under Indian GAAP.

d. i) Derivative Instruments - Foreign Exchange Forward Contracts

Under Previous GAAP unrealised net loss on foreign exchange forward contracts, if any, as at each Balance Sheet date was provided for. Under Ind AS, foreign exchange forward contracts are mark-to-market as at Balance Sheet date and unrealised net gain or loss is recognised in profit and loss statement. Derivative assets and derivative liabilities are presented on gross basis.

ii) Security Deposit

Under the previous GAAP, interest free lease security deposits (that are refundable in cash on completion of the lease term) are recorded at their transaction value. Under Ind AS, all financial assets are required to be recognised at fair value. Accordingly, the Company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as deferred rent. Deferred rent is recognised as an expense on a straight line basis over the period of lease with corresponding recognition of interest income on the outstanding amount.

e. Excise Duty

Under Previous GAAP, excise duty was netted off against sale of goods. However, under Ind AS, excise duty is included in sale of goods and is separately presented as expense on the face of Statement of Profit and Loss. Thus, sale of goods under Ind AS has increased with a corresponding increase in expenses.

f. Other comprehensive income

Both under Indian GAAP and Ind AS the Company recognised costs related to post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, actuarial gains and losses are charged to profit or loss, however in Ind AS the actuarial gains and losses are recognised through other comprehensive income.

8. Financial instruments - Fair values and risk management Accounting classification and fair values

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value

Fair Value Hierarchy

The fair value of financial instruments as referred to in note above have been classified into three categories depending on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level I measurements) and lowest priority to unobservable inputs (Level 3 measurements).

The categories used are as follows:

- Level 1: Quoted prices for identical instruments in an active market;

- Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs; and

- Level 3: Inputs which are not based on observable market data.

Calculation of Fair Values

The fair values of the financial assets and liabilities are defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to estimate the fair values are consistent with those used for the year ended March 3I, 20I6.

Financial assets and liabilities measured at fair value as at Balance Sheet date:

1. The fair values of investments in mutual fund units is based on the net asset value (‘NAV'') as stated by the issuers of these mutual fund units in the published statements as at Balance Sheet date. NAV represents the price at which the issuer will issue further units of mutual fund and the price at which issuers will redeem such units from the investors.

2. The fair values of the derivative financial instruments has been determined using valuation techniques with market observable inputs. The models incorporate various inputs including the credit quality of counter-parties and foreign exchange forward rates.

3. Loans - Security Deposits have fair values that approximate to their carrying amounts as it is based on the net present value of the anticipated future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities.

9. Financial Risk Management

The Company''s activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The primary market risk to the Company is foreign exchange risk. The Company uses derivative financial instruments - foreign currency forward contracts to mitigate foreign exchange related risk exposures. The Company''s exposure to credit risk, excluding receivables from related parties, is influenced mainly by the individual characteristic of each customer

(i) Credit Risk

Credit risk arises from trade receivables, cash and cash equivalents and deposits with banks and financial institutions.

Credit risk refers to the risk of default on its obligation by the counter party resulting in a financial loss. Credit risk is managed on a financial asset basis. For banks and financial institutions, only high rated banks/institutions are accepted.

Company''s maximum exposure to credit risk for each class of financial asset is the carrying amount of the financial assets recognised in the statement of financial position.

The Company considers the probability of default upon initial recognition of asset and whether there has been a significant increase in credit risk on an ongoing basis throughout each reporting period. To assess whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default at the date of initial recognition. It considers available reasonable and supportive forwarding-looking information. Especially the following indicators are incorporated:

- Historical trend default in case of applicable financial asset

- actual or expected significant adverse changes in business, financial or economic conditions that are expected to cause a significant change to the counter party''s ability to meet its obligations

- Other applicable macroeconomic information such as regulatory changes

A default on a financial asset is when the counter party fails to make contractual payments within agreed credit terms from the date when they fall due. This definition of default is determined by considering the business environment in which entity operates and other macro-economic factors.

The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to Rs. 3,980.30 lacs (March 31,2017-Rs. 3,I37.I2 lacs and March 3I, 20I6 - Rs.3092.I7 lacs as at reporting date. Trade receivables are typically unsecured. Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The Company expects that estimate of expected credit loss for impairment is immaterial based on historical trend and the nature of business. No provision is considered necessary as at reporting date other than disclosed in Note I3 and Management continuously assesses the requirement for provision on ongoing basis. During the period, the Company made no write-offs of trade receivables except for those disclosed in Note 38.

(ii) Liquidity Risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

The Management regularly monitors rolling forecasts of the Company''s liquidity position on the basis of expected cash flows to ensure it has sufficient cash to meet ongoing operational fund requirements.

(iii) Currency Risk

The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, GBP and EUR. Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the Company''s functional currency. The risk is measured through a forecast of highly probable foreign currency cash flows. The objective of the hedges is to minimise the volatility of the INR cash flows of highly probable forecast transactions.

The company''s risk management policy is to hedge upto 50% of forecasted foreign currency sales for the subsequent 12 months. As per the risk management policy, foreign exchange forward contracts are taken to hedge upto 50% of the forecasted sales.

In accordance with its risk management policies and procedures, the Company uses foreign currency forward contracts to hedge its risks associated with foreign currency fluctuations relating to highly probable forecasted transactions. When derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedge exposure and assesses the effectiveness of the hedged item and hedging relationship based on economic relationship.

10. Previous year''s figures have been regrouped / restated wherever necessary to conform to current year''s classification.

11. Figures have been rounded off to the nearest lacs.

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Mar 31, 2017

b. Terms/rights attached to Equity shares

The Company has only one class of shares referred to as Equity shares having a par value of Rs. 10/-. Each holder of Equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors, in their board meeting held on 12 th May 2017, has declared dividend @ 25% (Rs. 2.50 per Equity Shares). Which, if approved by the Shareholders, shall amount to Rs. 709.87 lacs. As required by Accounting Standard (AS) 4 - ‘Contingencies and Events Occuring After the Balance Sheet Date'', the dividend proposed by the Board but not yet declared by the Company has not been deducted from Reserves & Surplus as at the year end March, 2017.

In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to their shareholding.

Note 1

Secured by hypothecation of asset purchased, repayable in 35 installments. The loan carries interest @ 10.25% p.a.

Note 2

Secured by hypothecation of asset purchased, repayable in 35 installments. The loan carries interest of @ 9.37% p.a. Current maturity of car loan includes Rs. 8.64 lacs which is disclosed in Note 9 ‘ Other Current Liabilities''.

Note 3

Secured by hypothecation of asset purchased, repayable in 59 installments. The loan carries interest @ 9.49% p.a.

Note 4

Secured loan availed from the above mentioned banks is secured by hypothecation of the Current Assets of the Company, the whole of the immovable properties pertaining to DTA divisions situated at Plot No: 83/86, and 40, 40/1, 40/2, & 40/3 in GIDC industrial area, Nadiad including movable Plant & machinery, stores, spares tools and accessories and other movable both present and future of the Company which have been provided as collateral security, ranking pari pasu in favour of the Company''s bankers. The said Working Capital limits are repayable on demand and the interest payable on Rupee borrowings range from 7.65 % to 11.25 % p.a. and on foreign currency borrowings is LIBOR plus margin ( 200 basis points).

Notes:

It is not practicable for the Company to estimate the timing of cash outflows, if any, in respect of above (a), (c) and (d) pending resolution of the respective proceedings.

The Company does not expect any reimbursements in respect of the above contingent liabilities.

5. The Company has reviewed the valuation of its intangible assets and investments, based on management estimates. Such valuation does not reflect any impairment of value requiring provision of additional amortization amount.

6. Micro, Small and Medium enterprises

Micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have been identified by the Company on the basis of the information available with the Company and the auditors have relied on the same. Sundry creditors include total outstanding dues to micro enterprises and small enterprises amounting to Rs. 29.89 lacs (Previous Year Rs. 16.64 lacs). The disclosures pursuant to MSMED Act based on the books of account are as under:

Im

31. Loans and advances include

a. Advances to subsidiaries

i) ADF Holdings (USA) Limited, Nil, (Previous year Rs. 1.04 lacs).

ii) ADF Foods (UK) Limited, Nil, (Previous year Rs. 275.21 lacs).

b. Deposits paid to related parties

Interest free security deposit of Rs.11.00 lacs (Previous year Rs. 11.50 lacs), paid for guest house taken on lease from a Related party.

7. Disclosure in respect of lease

The Company''s significant leasing arrangements are in respect of operating leases for Commercial / Official premises. Lease expenditure for operating leases are recognized on straight line basis over the period of lease. These leasing arrangements are non-cancellable, and are renewable on periodic basis by mutual consent on mutually accepted terms. The particulars of the premises taken on operating leases are as under:

8. Related party disclosures (As per AS - 18, “Related Party Disclosures”)

Related parties with whom transactions have taken place during the year Sr. No Related party relationship Name of the Related Parties

Power Brands (Foods) Private Limited (Under members'' voluntary liquidation-refer note no: 44)

1. Direct subsidiaries ADF Foods UK Limited

ADF Foods (India) Limited ADF Holdings (USA) Limited

2. Indirect subsidiaries

ADF Foods (USA) Limited

Mr. Ashok H. Thakkar - Chairman

3. Key managerial personnel Mr. Bimal R. Thakkar - Managing Director and Chief Executive Officer

Mr. Bhavesh R. Thakkar - Executive Director and Chief Financial Officer Mr. Mishal A. Thakkar - Vice-President

4. Relative of key managerial personnel

___Mrs. Mahalaxmi R. Thakkar (Relative of Directors)_

9. Financial and derivative instruments

i) Outstanding derivative instruments

The objective of hedging is to hedge currency exchange fluctuations in respect of future highly probable sales in a foreign currency.

All contracts entered by the Company are for hedging of exposures against receivables.

Outstanding derivative instruments

Contracts entered into by the Company for hedging in US $ and outstanding as on 31st March 2017 amount to US $ 85.00 lacs (Previous year US $ 85.00 lacs), equivalent to Rs. 5,970.96 lacs (Previous year in Rs. 5,924.60 lacs).

Contracts entered into by the Company for hedging in UK £ and outstanding as on 31st March 2017 amount to UK £ 29.00 lacs (Previous year UK £ 23.00 lacs), equivalent to Rs. 2,710.28 lacs (Previous year in Rs. 2,416.56 lacs).

All outstanding forward contracts are recognized in the financial statements at fair value as on the balance sheet date in accordance with the requirements of Guidance Note on Accounting for Derivative contracts.

The Company has not entered into any derivative instruments for trading or speculative purpose.

In order to hedge exchange rate risk, the Company has a policy to hedge cash flows upto tenure of 1 yr by using forward exchange contracts.

Accordingly, the resultant gain or loss on fair valuation / settlement of the outstanding forward contracts are recognized in the Statement of Profit and Loss or Balance Sheet as the case may be after applying the test of hedge effectiveness. Where the hedge is effective, the gains or losses are recognized in the “Hedging Reserve” which forms part of “Reserves and Surplus” in the Balance Sheet and where the hedge is ineffective, the same is recognized in the Statement of Profit and Loss. The amount recognized in the “Hedging Reserve” is transferred to Statement of Profit and Loss in the period in which the underlying Hedge item affects the Statement of Profit and Loss.

10. Disclosures required under Accounting Standard 15 (Revised) “Employee Benefits” notified in the Companies (Accounting Standards) Rules 2006, are given below

a) Defined contribution plans

Amount of Rs. 78.35 lacs (Previous year Rs 75.98 lacs) representing contribution to provident fund is recognized as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.

Amount of Rs. 7.46 lacs (Previous year Rs 6.55 lacs) representing contribution to Employee State Insurance scheme is recognized as an expense and is included in “Employee benefits expenses” in the Statement of Profit and Loss.

b) Defined benefit plan Compensated absence

Provision for compensated absences is made for outstanding leave balance at the year end at basic salary cost which can be utilized in future and are en-cashable. Amount of Rs 50.58 lacs (Previous year Rs 33.93 lacs) has been recognized in balance sheet of which Rs 43.33 lacs (Previous year Rs 25.45 lacs) shown under long term provision and balance Rs 7.25 lacs (Previous year 8.48 Lacs) is shown under short term provision as given in the Actuarial report as on 31st March 2017.

Expenses of Rs 33.34 lacs (Previous year Rs 13.77 lacs) are recognized in the Statement of Profit and Loss.

Compensated sick leave

Provision for compensated absences is made for outstanding sick leave balance at the year end at gross salary which can be utilized in future and are non en-cashable. Amount of Rs 4.71 lacs (Previous year Rs 6.11 lacs) has been recognized in balance sheet of which Rs. 4.16 lacs (Previous year Rs. Nil) shown under long term provision and balance Rs 0.55 lacs (Previous year Rs. 6.11 lacs) is shown under short term provision as given in the Actuarial report as on 31st March 2017.

Funded

The Company has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying employees as statutorily required under the Payment of Gratuity Act, 1972. The Company has made irrevocable contribution of funds to LIC of India.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

Unfunded

Amount of Rs 144.57 lacs (Previous year Rs. 122.64 lacs) has been recognized in balance sheet of which Rs 136.22 lacs (Previous year Rs. 110.38 lacs) shown under long term provision and balance Rs 8.35 lacs (Previous year Rs. 12.26 lacs) is shown under short term provision as given in the Actuarial report as on 31st March 2017.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

11. The Company is engaged mainly in the business of manufacturing and exporting food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices, etc. local and overseas, which is the only business segment of the Company. The local turnover being less than 10% of the total turnover of the Company, separate geographical segment information has not been given in the financial statements. Hence there are no separate reportable segments, as required by the Accounting Standard 17 on “Segment Reporting” notified under the Companies (Accounting Standards) Rules, 2006 which continue to apply under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 issued by the Ministry of Corporate Affairs.

12. Expenses related to CSR as per Section 135 of the Companies Act, 2013 read with Schedule VII thereof, against the mandatory spend of Rs. 39.49 lacs (Previous year Rs. 33.03 lacs).

Out of the above Rs. 17.24 lacs was spend towards previous year''s CSR expenses and balance for current year.

13. The Company held majority shareholding in Power Brands (Foods) Private Limited (‘PBFPL''). It presently holds 2,08,85,992 fully paid Equity Shares of Rs. 10/- each (including 20,75,992 Equity shares acquired at Rs. 330.08 lacs in Financial Year 2012-13 ). PBFPL is presently under voluntary liquidation process.

Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members'' voluntary liquidation. In the course of liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated March 8, 2013, distributed PBFPL''s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other liabilities.

By virtue of the above distribution, the Company received Ashoka brand in the financial year 2012-13 (valued at Rs. 2,935.99 lacs by an independent valuer) in lieu of its investment in PBFPL''s equity shares of Rs. 2,211.08 lacs. Accordingly, the Company capitalized the said brand in its books at Rs. 2,935.99 lacs in the said financial year after adjusting the same against the investment value of Rs. 2,211.08 lacs and carried the balance of Rs. 724.91 lacs to the credit of the Statement of Profit and Loss as an exceptional item in that year.

During the Financial Year 2012-13, the voluntary liquidator, with the prior approval of the members vide their special resolution dated 10^th November 2014, distributed PBFPL''s immovable property situated at Sewree, Mumbai and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other current assets to meet with its contingent and other liabilities. The excess value of assets so received over the investment value in Equity Shares of PBFPL was accounted for in the Company''s Statement of Profit & Loss under the head exceptional item.

Consequently, the investment in Equity Shares of PBFPL stand fully realized. However, pending completion of liquidation process, the Company has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head “Investment” at nil value.

14. Previous year''s figures have been regrouped / restated wherever necessary to conform to current year''s classification.

15. Figures have been rounded off to the nearest lacs.

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Mar 31, 2016

b. Terms/rights attached to Equity shares

The Company has only one class of shares referred to as Equity shares having a par value of Rs. I0/-. Each holder of Equity shares is entitled to one vote per share.

The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors, in their board meeting held on 27 th May 20I6, No dividend has been declared.

During the year ended 3Ist March 20I6, amount of dividend per share distributed to Equity shareholders was Rs. I.50 for the year ended 3Ist March 20I5. The total dividend appropriation for the year ended 3Ist March 20I5 amounted to Rs. 397.I8 lacs including corporate dividend tax of Rs. 67.I8 lacs.

In the event of liquidation of the Company, the holders of Equity shares will be entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts. The distribution will be in proportion to their shareholding.

1. Financial and derivative instruments

i) Outstanding derivative instruments

Contracts entered into by the Company for hedging in US $ and outstanding as on 3I^st March 20I6 amount to US $ 85.00 lacs (Previous year US $ 85.00 lacs), equivalent to Rs. 5,924.60 lacs (Previous year in Rs. 5,568.63 lacs).

Contracts entered into by the Company for hedging in UK £ and outstanding as on 3I^st March 20I6 amount to UK £ 23.00 lacs (Previous year UK £ 20.00 lacs), equivalent to Rs. 2,4I6.56 lacs (Previous year in Rs. 2,II0.82 lacs).

All contracts entered by the Company are for hedging of exposures against receivables.

The Company has not entered into any derivative instruments for trading or speculative purpose.

All outstanding forward contracts are recognized in the financial statements at fair value as on the balance sheet date in accordance with the requirements of AS 30.

Accordingly, the resultant gain or loss on fair valuation / settlement of the outstanding forward contracts are recognized in the Statement of Profit and Loss or Balance Sheet as the case may be after applying the test of hedge effectiveness. Where the hedge is effective, the gains or losses are recognized in the "Hedging Reserve” which forms part of "Reserves and Surplus” in the Balance Sheet and where the hedge is ineffective, the same is recognized in the Statement of Profit and Loss. The amount recognized in the "Hedging Reserve” is transferred to Statement of Profit and Loss in the period in which the underlying Hedge item affects the Statement of Profit and Loss.

ii) Unhedged foreign currency exposures

Foreign currency exposures on account of trade receivables / trade payables and packing credit foreign currency (PCFC) loan not hedged by derivative instruments are as follows:

2. The Company is engaged mainly in the business of manufacturing and exporting food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices, etc. local and overseas, which is the only business segment of the Company. The local turnover being less than I0% of the total turnover of the Company, separate geographical segment information has not been given in the financial statements. Hence there are no separate reportable segments, as required by the Accounting Standard I7 on "Segment Reporting” notified under the Companies (Accounting Standards) Rules, 2006 which continue to apply under Section I33 of the Companies Act, 20I3, read with Rule 7 of the Companies (Accounts) Rules, 20I4 issued by the Ministry of Corporate Affairs.

3. Expenditure related to CSR as per Section I35 of the Companies Act, 20I3 read with Schedule VII thereof, against the mandatory spend of Rs. 33.03 lacs (Previous year Rs. 3I.83 lacs).

4. The Company held majority shareholding in Power Brands (Foods) Private Limited (‘PBFPL''). It presently holds 2,08,85,992 fully paid Equity Shares of Rs. I0/- each (including 20,75,992 Equity shares acquired at Rs. 330.08 lacs in Financial Year 20I2-I3 ). PBFPL is presently under voluntary liquidation process.

Pursuant to a special resolution passed on November 5, 20I2 by its members, PBFPL went into the members'' voluntary liquidation. In the course of liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated March 8, 20I3, distributed PBFPL''s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other liabilities.

By virtue of the above distribution, the Company received Ashoka brand in the financial year 20I2-I3 (valued at Rs. 2,935.99 lacs by an independent valuer) in lieu of its investment in PBFPL''s equity shares of Rs. 2,2II.08 lacs. Accordingly, the Company capitalized the said brand in its books at Rs. 2,935.99 lacs in the said financial year after adjusting the same against the investment value of Rs. 2,2II.08 lacs and carried the balance of Rs. 724.9I lacs to the credit of the Statement of Profit and Loss as an exceptional item in that year.

During the previous Financial Year, the voluntary liquidator, with the prior approval of the members vide their special resolution dated I0th November 20I4, distributed PBFPL''s immovable property situated at Sewree, Mumbai and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other current assets to meet with its contingent and other liabilities. The excess value of assets so received over the investment value in Equity Shares of PBFPL has been accounted for in the Company''s Statement of Profit & Loss under the head exceptional item.

Consequently, the investment in Equity Shares of PBFPL stand fully realized. However, pending completion of liquidation process, the Company has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head "Investment” at nil value.

5. Previous year''s figures have been regrouped / restated wherever necessary to conform to current year''s classification.

6. Figures have been rounded off to the nearest lacs.

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Mar 31, 2015

1. Corporate information

ADF Foods Limited ("the Company") is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange and National Stock Exchange in India. The Company is engaged in the manufacture and selling of food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices etc. The Company caters mainly to International markets and domestic market.

2. The Company has reviewed the valuation of its intangible assets and investments, based on management estimates. Such valuation does not reflect any impairment of value requiring provision of additional amortization amount.

3. Micro, Small and Medium enterprises

Micro and small enterprises, as defined under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) have been identified by the Company on the basis of the information available with the Company and the auditors have relied on the same. Sundry creditors include total outstanding dues to Micro Small Enterprises amounting to Rs. 26.37 lacs (Previous Year: Rs. 36.83 lacs) and Other Current Liabilities include total outstanding dues to Micro Small Enterprises amounting to Rs. 6.89 lacs (Previous Year: Rs. Nil). The disclosures pursuant to MSMED Act based on the books of account are as under:

4. Loans and advances include

a. Advances to subsidiaries

i) ADF Holdings (USA) Limited, Rs. 0.99 lacs, (Previous Year Rs. 0.95 lacs), maximum balance during the year Rs. 0.99 lacs, (Previous Year Rs. 0.95 lacs)

ii) ADF Foods (USA) Limited, Rs. 38.18 lacs, (Previous Year Rs. 26.28 lacs), maximum balance during the year Rs. 38.18 lacs, (Previous Year Rs. 26.28 lacs)

iii) ADF Foods (UK) Limited, Rs. 2,355.29 lacs, (Previous Year Rs. 880.37 lacs), maximum balance during the year Rs. 2,355.29 lacs, (Previous Year Rs. 898.97 lacs)

b. Deposits paid to related parties

Interest free security deposit of Rs. 12.00 lacs (Previous Year Rs.12.50 lacs), maximum balance during the year Rs. 12.50 lacs (Previous Year Rs.13.00 lacs) paid for guest house taken on lease from a Related party.

10. Financial and derivative instruments

i) Outstanding derivative instruments

Contracts entered into by the Company for hedging in US $ and outstanding as on 31st March 2015 amount to US $ 85.00 lacs (Previous Year US $ 82.50 lacs), equivalent to Rs. 5,568.63 lacs (Previous Year: Rs. 5,307.04 lacs).

Contracts entered into by the Company for hedging in UK £ and outstanding as on 31st March 2015 amount to UK £ 20.00 lacs (Previous Year UK £ 19.00 lacs), equivalent to Rs. 2,110.82 lacs (Previous Year: Rs. 1,973.81 lacs).

All contracts entered by the Company are for hedging of exposures against receivables.

The Company has not entered into any derivative instruments for trading or speculative purpose.

All outstanding forward contracts are recognized in the financial statements at fair value as on the balance sheet date in accordance with the requirements of AS 30.

Accordingly, the resultant gain or loss on fair valuation / settlement of the outstanding forward contracts are recognized in the Statement of Profit and Loss or Balance Sheet as the case may be after applying the test of hedge effectiveness. Where the hedge is effective, the gains or losses are recognized in the "Hedging Reserve" which forms part of "Reserves and Surplus" in the Balance Sheet" and where the hedge is ineffective, the same is recognized in the Statement of Profit and Loss. The amount recognized in the "Hedging Reserve" is transferred to Statement of Profit and Loss in the period in which the underlying Hedge item affects the Statement of Profit and Loss.

ii) Unhedged foreign currency exposures

Foreign currency exposures on account of trade receivables / trade payables and packing credit foreign currency (PCFC) loan not hedged by derivative instruments are as follows:

5. Disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Accounting Standards) Rules 2006, are given below

a) Defined contribution plans

Amount of Rs. 73.68 lacs (Previous Year Rs. 62.97 lacs) representing contribution to provident fund is recognized as an expense and is included in "Employee benefits expenses" in the Statement of Profit and Loss.

Amount of Rs. 7.05 lacs (Previous Year Rs. 7.60 lacs) representing contribution to Employee State Insurance scheme is recognized as an expense and is included in "Employee benefits expenses" in the Statement of Profit and Loss.

b) Defined benefit plan

Compensated absence

Provision for compensated absences is made for outstanding leave balance at the year end at basic salary cost which can be utilized in future and are en-cashable. Amount of Rs. 38.84 lacs (Previous Year: Rs. 35.48 lacs) has been recognized in balance sheet of which Rs. 29.13 lacs (Previous Year: Rs. 26.61 lacs) shown under long term provision and balance Rs. 9.71 lacs (Previous Year: Rs. 8.87 Lacs) is shown under short term provision as given in the Actuarial report as on 31st March 2015.

Expenses of Rs. 34.19 lacs (Previous Year: Rs. 28.65 lacs) are recognized in the Statement of Profit and Loss.

Compensated sick leave

Provision for compensated absences is made for outstanding sick leave balance at the year end at gross salary which can be utilized in future and are en-cashable. Amount of Rs. 4.87 lacs (Previous Year: Rs. 3.48 lacs) has been recognized in balance sheet of which Rs. Nil (Previous Year: Rs. Nil) shown under long term provision and balance Rs. 4.87 lacs (Previous Year: Rs. 3.48 lacs) is shown under short term provision as given in the Actuarial report as on 31st March 2015.

Gratuity

Funded

The Company has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying employees as statutorily required under the Payment of Gratuity Act, 1972. The Company has made irrevocable contribution of funds to LIC of India.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

The Present value of the obligation on 31st March 2015 of Rs. Nil (Previous Year: Rs. 9.52 lacs) pertaining to funded gratuity [(net of fund value of Rs. 130.21 lacs (Previous Year: Rs. 100.21 lacs)] payable to employees is shown under short-term provision.

Unfunded

There being no short term liability in respect of unfunded gratuity provision, the entire amount of Rs. 92.26 lacs (Previous Year Rs. 78.15 lacs) is shown under long-term provision.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

6. The Company is engaged mainly in the business of manufacturing and exporting food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices, etc. local and overseas, which is the only business segment of the Company. The local turnover being less than 10% of the total turnover of the Company, separate geographical segment information has not been given in the financial statements. Hence there are no separate reportable segments, as required by the Accounting Standard 17 on "Segment Reporting" notified under the Companies (Accounting Standards) Rules, 2006 which continue to apply under Section 133 of The Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 issued by the Ministry of Corporate Affairs.

7. The Company held majority share holding in Power Brands (Foods) Private Limited ('PBFPL'). It presently holds 2,08,85,992 fully paid Equity Shares of Rs. 10/- each (including 20,75,992 Equity Shares acquired at Rs. 330.08 lacs in Financial Year 2012-13). PBFPL is presently under voluntary liquidation process.

Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members' voluntary liquidation. In the course of liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated March 8, 2013, distributed PBFPL's intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other liabilities.

By virtue of the above distribution, the Company received Ashoka brand in the financial year 2012-13 (valued at Rs. 2,935.99 lacs by an independent valuer) in lieu of its investment in PBFPL's equity shares of Rs. 2,211.08 lacs. Accordingly, the Company capitalised the said brand in its books at Rs. 2,935.99 lacs in the said financial year after adjusting the same against the investment value of Rs. 2,211.08 lacs and carried the balance of Rs. 724.91 lacs to the credit of the Statement of Profit and Loss as an exceptional item in that year.

During the current Financial Year, the voluntary liquidator, with the prior approval of the members vide their special resolution dated 10th November 2014, distributed PBFPL's immovable property situated at Sewree, Mumbai and part of cash and bank balance to its Shareholders in proportion to their respective share holding in PBFPL while retaining certain other current assets to meet with its contingent and other liabilities. The excess value of assets so received over the investment value in Equity Shares of PBFPL has been accounted for in the Company's Statement of Profit & Loss under the head exceptional item.

Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of liquidation process, the Company has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head "Investment" at nil value.

8. The Corresponding figures and details pertaining to the Previous Year have been traced from the Financial statements for the year ended March 31, 2014 audited solely by one of the current joint auditors vide their report dated May 28, 2014.

9. Previous Year's figures have been regrouped / restated wherever necessary to conform to current year's classification.

10. Figures have been rounded off to the nearest lacs.

---

Mar 31, 2014

1. Terms/rights attached to equity shares

Company has only one class of shares referred to as Equity Shares having a par value of Rs. 10/-. Each holder of equity shares is entitled to one vote per share.

The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors, in their board meeting held on 28 th May 2014, proposed a dividend of Rs. 1.50 per equity share. The total dividend appropriation for the year ended 31st March 2014 amounted to Rs. 386.08 lacs including corporate dividend tax of Rs. 56.08 lacs. The proposal is subject to approval of the shareholders at the Annual General Meeting.

During the year ended 31st March 2013, amount of dividend per share distributed to equity share holders was Rs. 1.50. The total dividend appropriation for the year ended 31st March 2013 amounted to Rs. 386.10 lacs including corporate dividend tax of Rs. 56.10 lacs.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to their shareholding.

In the financial year 2012-13, the warrants holders exercised their rights in respect of the balance 18,00,000 share warrants and on receipt of the balance amount of Rs. 48.75 per share warrant, aggregating to Rs. 877.50 lacs, the Company converted 18,00,000 share warrants into equivalent number of equity shares on 23rd January 2013. Of the total consideration of Rs. 1,170 lacs received against 18,00,000 share warrants @ Rs. 65 per equity share warrant, Rs. I80 lacs have been transferred to Share capital account and Rs. 990 lacs have been transferred to Securities premium reserve.

A) Secured by equitable mortgage of the Company''s Factory, Land & Building situated at Nadiad and Nashik, Plant & Machinery and other Fixed Assets, present and future situated at Nadiad and Nashik and Current Assets, present and future situated at Nadiad, Nashik and Mumbai ranking pari pasu in favour of the Company''s bankers. The said Working Capital limits are repayable on demand and the interest payable on Rupee borrowings range from 8.25 % to 9 % p.a. and on foreign currency borrowings is LIBOR plus margin (300 to 410 basis points).

B) Secured by lien on all stocks, shares, securities, property and book debts present and future held / to be held by the Company. The said Working Capital limit is repayable on demand and the interest payable thereon is LIBOR plus margin (250 to 300 basis points).

C) Previous year''s balance was secured by pledge of fixed deposits of Rs. 700 lacs held with Tamilnadu Mercantile Bank Limited which is now fully repaid.

The bank fixed deposits aggregating to Rs. Nil (Previous year Rs. 450 lacs) were pledged with Tamilnadu Mercantile Bank Limited, Mumbai against Working Capital limit of Rs. Nil (Previous Year Rs. 350 lacs).

The bank deposits of Rs. 6.24 lacs (Previous year Rs. Nil) have been kept with State Bank of Hyderabad as margin money deposits against bank guarantees.

2. Note:

1) The bank fixed deposits aggregating to Rs. Nil (Previous year Rs. 250 lacs) have been pledged in Tamilnadu Mercantile Bank Limited, Mumbai against Working Capital limit of Rs. Nil (Previous year Rs. 200 lacs).

2) Margin money deposits are kept with banks against issue of letters of credit, bank guarantees and for forward contracts.

3. Corporate information

ADF Foods Limited ("the Company") is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange and National Stock Exchange in India. The Company is engaged in the manufacture and selling of food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices etc. The Company caters mainly to International markets and domestic market.

4. Contingent Liabilities

Rs. in lacs 2013-14 2012-13

Guarantees issued by the banks (net of margin 34.18 32.28 money)

Claims against the Company not acknowledged as 15.25 15.25 debts (net of deposits)

Disputed Service tax demands of earlier years 440.00 440.00

5. The Company has reviewed the valuation of its intangible assets and investments, based on management estimates. Such valuation does not reflect any impairment of value requiring provision of additional amortization amount.

6. There are no Micro Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March 2014. This information as required to be disclosed under the Micro Small and Medium Enterprises Development Act, 2006 (MSMED) has been determined as below to the extent such parties have been identified on the basis of information available with the Company.

7. Loans and advances include

a. Advances to subsidiaries

i) ADF Foods India Limited, Rs. Nil, (Previous year Rs. 95.52 lacs), Maximum balance during the year Rs. 108.11 lacs (Previous year Rs. 95.52 lacs)

ii) ADF Holdings (USA) Limited, Rs. 0.95 lacs, (Previous year Rs. Nil), maximum balance during the year Rs. 0.95 lacs (previous year Rs. Nil)

iii) ADF Foods (USA) Limited, Rs. 26.28 lacs, (Previous year Rs. 12.56 lacs), maximum balance during the year Rs. 26.28 lacs (previous year Rs. 12.56 lacs)

iv) ADF Foods (UK) Limited, Rs. 880.37 lacs (Previous year Rs. 424.80 lacs), maximum balance during the year Rs. 898.97 lacs (previous year Rs. 451.55 lacs)

b. Deposits paid to related parties

Interest free security deposit of Rs.12.50 lacs (Previous year Rs. 13.00 lacs), maximum balance during the year Rs. 13.00 lacs (Previous year Rs. 13.50 lacs) paid for guest house taken on lease from a Related party (Previous year to a Director).

8. Financial and derivative instruments

i) Outstanding derivative instruments

Contracts entered into by the Company for hedging in US $ and outstanding as on 31st March 20I4 amount to US $ 82.50 lacs (Previous year US $ 90.00 lacs), equivalent to Rs 5,307.04 lacs (Previous year in Rs. 5,164.23 lacs).

Contracts entered into by the Company for hedging in UK £ and outstanding as on 31st March 2014 amount to UK £ 19.00 lacs (Previous year UK £ 13.25 lacs), equivalent to Rs 1,973.81 lacs (Previous year in Rs. 1,206.24 lacs).

All contracts entered by the Company are for hedging of exposures against receivables.

The Company has not entered into any derivative instruments for trading or speculative purpose.

All outstanding forward contracts are recognized in the financial statements at fair value as on the balance sheet date in accordance with the requirements of AS 30.

Accordingly, the resultant gain or loss on fair valuation / settlement of the outstanding forward contracts are recognized in the statement of Profit and Loss or Balance Sheet as the case may be after applying the test of hedge effectiveness. Where the hedge is effective, the gains or losses are recognized in the "Hedging Reserve" which forms part of "Reserves and Surplus" in the Balance Sheet" and where the hedge is ineffective, the same is recognized in the statement of Profit and Loss. The amount recognized in the "Hedging Reserve" is transferred to statement of profit and loss in the period in which the underlying Hedge item affects the statement of Profit and Loss.

9. The Company had given unsecured interest bearing Inter Corporate Deposits to five Companies. Of these, two Companies have repaid the deposits but interest of Rs. 7.42 lacs is yet to be received from them.

10. Disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Accounting Standards) Rules 2006, are given below

a) Defined contribution plans

Amount of Rs 62.97 lacs (Previous year Rs 50.19 lacs) representing contribution to provident fund is recognized as an expense and is included in "Employee benefits expenses" in the statement of profit and loss.

Amount of Rs 7.60 lacs (Previous year Rs 6.66 lacs) representing contribution to Employee State Insurance scheme is recognized as an expense and is included in "Employee benefits expenses" in the statement of profit and loss.

b) Defined benefit plan Compensated absence

Provision for compensated absences is made for outstanding leave balance at the year end at basic salary cost which can be utilized in future and are en-cashable. Amount of Rs 35.48 lacs (Previous year: Rs 23.91 lacs) has been recognized in balance sheet of which Rs 26.61 lacs (Previous year: Rs 17.93) shown under long term provision and balance Rs 8.87 lacs (Previous year 5.98 Lacs) is shown under short term provision as given in the Actuarial report as on 31 March 2014.

Expenses of Rs 28.65 lacs (Previous year: Rs 17.65 lacs) are recognized in the statement of profit and loss.

Compensated sick leave

Provision for compensated absences is made for outstanding sick leave balance at the year end at gross salary which can be utilized in future and are en-cashable. Amount of Rs 3.48 lacs (Previous year: Rs Nil) has been recognized in balance sheet of which Rs Nil (Previous years: Nil) shown under long term provision and balance Rs 3.48 lacs (Previous year: Rs. Nil) is shown under short term provision as given in the Actuarial report as on 31 March 2014.

Gratuity

Funded

The Company has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying employees as statutorily required under the Payment of Gratuity Act, 1972. The Company has made irrevocable contribution of funds to LIC of India.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

The Present value of the obligation on 31st March 2014 of Rs. 9.52 lacs (Previous year Rs. 5.94 lacs) pertaining to funded gratuity [(net of fund value of Rs 100.21 lacs (Previous year: Rs 100.79 lacs)] payable employees is shown under short-term provision.

11. The Company is engaged mainly in the business of manufacturing and exporting food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices, etc. local and overseas, which is the only business segment of the Company. The local turnover being less than I0% of the total turnover of the Company, separate geographical segment information has not been given in the financial statements. Hence there are no separate reportable segments, as required by the Accounting Standard I7 on "Segment Reporting" as prescribed by the Companies (Accounting Standards) Rules, 2006 issued by the Central Government, in consultation with the National Advisory Committee on Accounting Standards.

12. The Company held majority shareholding in Power Brands (Foods) Private Limited (''PBFPL''). It presently holds 2,08,85,992 fully paid Equity Shares of Rs. 10/- each (including 20,75,992 Equity Shares acquired at Rs. 330.08 lacs in Financial Year 2012-13). PBFPL is presently under voluntary liquidation process.

Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL went into the members'' voluntary liquidation. In the course of liquidation process, the voluntary liquidator, with the prior approval of the members vide their special resolution dated March 8, 2013, distributed PBFPL''s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other liabilities.

By virtue of the above distribution, the Company received Ashoka brand in the financial year 2012-13 (valued at Rs. 2,935.99 lacs by an independent valuer) in lieu of its investment in PBFPL''s equity shares of Rs. 2,211.08 lacs. Accordingly, the Company capitalised the said brand in its books at Rs. 2,935.99 lacs in the said financial year after adjusting the same against the investment value of Rs. 2,211.08 lacs and carried the balance of Rs. 724.91 lacs to the credit of the statement of profit and loss as an exceptional item in that year.

Consequently, the investment in Equity Shares of PBFPL stand fully realised. However, pending completion of liquidation process, the Company has not surrendered the said shares to the Voluntary liquidator and they have been shown under the head "Investment" at nil value.

13. Previous year''s figures have been regrouped / recast wherever necessary.

14. Figures have been rounded off to the nearest lacs.

---

Mar 31, 2013

1. corporate information

ADF Foods Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, 1956. Its shares are listed on Bombay Stock Exchange and National Stock Exchange in India. The company is engaged in the manufacturing and selling of food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices etc. The company caters mainly to International markets and domestic market.

2. share warrants / share capital

a. During the financial year 2007-08, the company had issued convertible warrants to the Promoters, their friends and relatives and independent Directors of the Company. As the options for conversion of warrants into equity shares was not exercised by the specified date, the company forfeited the initial subscription amount aggregating to Rs. 105 lacs and the same was transferred to Capital Reserve Account. At the same time, the Company had also issued preferential equity shares on a Private Placement basis aggregating to Rs. 1,855 lacs.

b. During the financial year 2009-10, the company made a second series of preferential issue of convertible warrants to the Promoters, their friends and relatives and independent Directors of the Company. Upon their conversion, the company received Rs. 232.61 lacs towards share capital and Rs. 511.74 lacs towards security premium Reserve, in all aggregating to Rs. 744.35 lacs.

c. Pursuant to the members'' approval in the Annual General Meeting held on 15th July, 2011, the Company issued to the promoters 20,00,000 convertible warrants of Rs. 65/- each at a part payment of Rs. 16.25 per warrant on allotment, aggregating to Rs. 325 lacs. These Warrants were convertible, in one or more trenches at any time within a period of eighteen months from the date of issue, into equivalent number of fully paid equity shares of Rs. 10/- each at a premium of Rs. 55/- per share upon the Warrant holders paying the balance consideration.

On the warrants holders exercising their right partially, the Company has, on 28th March 2012, converted 2,00,000 share warrants into equivalent number of equity shares on receiving the balance amount of Rs. 48.75 per share warrant, aggregating to Rs. 97.50 lacs. Of the total consideration of Rs. 130 lacs received against 2,00,000 share warrants, Rs. 20 lacs have been transferred to Share Capital and Rs. 110 lacs have been transferred to Securities Premium Reserve.

Subsequently, in the financial year 2012-13, the warrants holders exercised their rights in respect of the balance 18,00,000 share warrants and on receipt of the balance amount of Rs. 48.75 per share warrant, aggregating to Rs. 877.50 lacs, the Company converted 18,00,000 share warrants into equivalent number of equity shares on 23rd January 2013. Of the total consideration of Rs. 1,170 lacs received against 18,00,000 share warrants @ Rs. 65 per equity share warrant, Rs. 180 lacs have been transferred to Share capital account and Rs. 990 lacs have been transferred to Securities premium reserve.

3a. contingent liabilities

Rs. in lacs

2012-13 2011-12

Letter of credit issued by the banks ( net of margin money) 6.37

Guarantees issued by the banks (net of margin money) 32.28 28.43

Claims against the Company not acknowledged as debts (net of deposits) 15.25 15.25

Disputed Service tax demands of earlier years 440.00 440.00

Disputed Income tax demands of earlier years 68.56

4. The Company has reviewed the valuation of its intangible assets and investments, based on management estimates. Such valuation does not reflect any impairment of value requiring provision of additional asset amortization amounts.

5. There are no Micro Small and Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March 2013. This information as required to be disclosed under the Micro Small and Medium Enterprises Development Act, 2006 (MSMED) has been determined as below to the extent such parties have been identified on the basis of information available with the Company.

6. loans and advances include

a. advances to subsidiaries

i) ADF Foods India Limited, Rs. 95.52 lacs, (Previous year Rs. Nil), Maximum balance during the year Rs. 95.52 lacs (Previous year Rs. 10.02 lacs) ii) ADF Foods Mauritius Limited, Rs. Nil, (Previous year Rs. 7.22 lacs), Maximum balance during the year Rs. 9.12 lacs (Previous year Rs. 7.22 lacs)] iii) ADF Foods (USA) Limited, Rs. 12.56 (Previous year Rs. Nil), maximum balance during the year Rs. 12.56 lacs (previous year Rs. Nil) iv) ADF Foods (UK) Limited, Rs. 424.80 (Previous year Rs. Nil), maximum balance during the year Rs. 451.55 lacs (previous year Rs. 184.43 lacs)

b. Deposits paid to related parties

i) Interest free lease deposit of Rs. Nil (Previous year Rs.125.00 lacs), maximum balance during the year Rs. 125.00 lacs (Previous year Rs. 125 lacs) paid for office premises taken on lease from a Subsidiary Company in which some of the Directors are interested as Directors.

ii) Interest free deposit of Rs. Nil (previous year Rs. 175.00 lacs) , maximum balance during the year Rs. 175 lacs (Previous year Rs. 175 lacs) paid for Brand utilization to a subsidiary company in which some of the directors are interested as Directors.

iii) Interest free security deposit of Rs.13.00 lacs (Previous year Rs. 13.50 lacs), maximum balance during the year Rs. 13.50 lacs (Previous year Rs. 14.00 lacs) paid for guest house taken on lease from the Chairman of the Company.

7. Financial and derivative instruments

i) Outstanding derivative instruments

Contracts entered into by the Company for hedging in US $ and outstanding as on 31st March 2013 amounts to US $ 90 lacs (Previous year US $ 112.50 lacs), equivalent to Rs 5,164.23 lacs (Previous year in Rs. 5,658.91 lacs).

Contracts entered into by the Company for hedging in UK £ and outstanding as on 31st March 2013 amounts to UK £ 13.25 lacs (Previous year UK £ 12.00 lacs), equivalent to Rs 1,206.24 lacs (Previous year in Rs. 948.35 lacs).

All contracts entered by the Company are for hedging of exposures against receivables.

The company has not entered into any derivative instruments for trading or speculative purpose.

All outstanding forward contracts are recognized in the financial statements at fair value as on the balance sheet date in accordance with the requirements of AS 30.

Accordingly, the resultant gain or loss or fair valuation / settlement of the outstanding forward contracts are recognized in the statement of Profit and Loss or Balance Sheet as the case may be after applying the test of hedge effectiveness. Where the hedge is effective, the gains or losses are recognized in the Rs.Hedging Reserve” which forms part of Rs.Reserves and Surplus” in the Balance Sheet” and where the hedge is ineffective, the same is recognized in the statement of Profit and Loss. The amount recognized in the Rs.Hedging Reserve” is transferred to statement of profit and loss in the period in which the underlying Hedge item affects the statement of Profit and Loss.

8. Disclosures required under accounting standard 15 (revised) Rs.employee Benefits” notified in the companies (accounting standards) rules 2006, are given below

a) Defined contribution plans

Amount of Rs 50.19 lacs (Previous year Rs 40.67 lacs) representing contribution to provident fund is recognized as an expense and is included in Rs.Employee benefits expenses” in the statement of profit and loss.

Amount of Rs 6.66 lacs (Previous year Rs 4.02 lacs) representing contribution to Employee State Insurance scheme is recognized as an expense and is included in Rs.Employee benefits expenses” in the statement of profit and loss.

b) Defined benefit plan compensated absence

Provision for compensated absence is made for outstanding leave balance at the year end at basic salary cost which can be utilized in future and are en-cashable. Amount of Rs 23.91 lacs (Previous year: Rs 16.11 lacs) has been recognized in balance sheet of which Rs 17.93 lacs (Previous year: Rs 12.08) shown under long term provision and balance Rs 5.98 lacs (Previous year 4.03 Lacs) is shown under short term provision as given in the Actuarial report as on 31 March 2013. Expenses of Rs 17.65 lacs (Previous year: Rs 12.85 lacs) are recognized in the statement of profit and loss.

Gratuity Funded

The Company has offered its employees defined benefit plan in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying employees as statutorily required under the Payment of Gratuity Act, 1972. The Company has made irrevocable contribution of funds to LIC of India.

The present value of the defined benefit obligation and the related current service cost is measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.

The Present value of the obligation on 31st March 13 of Rs. 5.94 lacs (Previous year Rs. Nil) pertaining to funded gratuity [(net of fund value of Rs 100.79 lacs (Previous year: Rs 87.05 lacs)] payable employees is shown under short-term provision.

Unfunded

There being no short term liability in respect of unfunded gratuity provision, the entire amount of Rs. 81.25 lacs (Previous year Rs. 89.59 lacs) is shown under long-term provision.

9. remittance in foreign currency on account of dividend

During the year, the Company has not made any remittance in foreign Currency on account of dividend payable to its Non Resident Shareholders. However the details of dividend paid to the Non Resident Shareholders during the financial year is given below.

10. The Company is engaged mainly in the business of manufacturing and exporting food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices, etc. local and overseas, which is the only business segment of the Company. The local turnover being less than 10% of the total turnover of the Company, separate geographical segment information has not been given in the financial statements. Hence there are no separate reportable segments, as required by the Accounting Standard 17 on Rs.Segment Reporting” as prescribed by the Companies (Accounting Standards) Rules, 2006 issued by the Central Government, in consultation with the National Advisory Committee on Accounting Standards.

11. The Company held majority shareholding in Power Brands (Foods) Private Limited (''PBFPL''). It presently holds 2,08,85,992 fully paid Equity Shares of Rs. 10/- each (including 20,75,992 Equity Shares for Rs. 330.08 lacs acquired in Financial Year 2012-13).

Pursuant to a special resolution passed on November 5, 2012 by its members, PBFPL has gone into the members'' voluntary liquidation and has appointed a voluntary liquidator to initiate the process. In the course of liquidation process, the liquidator, with the prior approval of the members vide their special resolution dated March 8, 2013, distributed PBFPL''s intangible asset - Ashoka brand and part of cash and bank balance to its Shareholders in proportion to their respective shareholding in PBFPL while retaining certain other fixed and current assets to meet its contingent and other liabilities.

By virtue of the above distribution, the Company received Ashoka brand, which was valued at Rs. 2,935.99 lacs by an independent valuer in lieu of its investment in PBFPL''s equity shares of Rs. 2,211.08 lacs. Accordingly, the Company has capitalised the said brand in its books at Rs. 2,935.99 lacs, after adjusting the same against the investment value of Rs. 2,211.08 lacs and carrying the balance of Rs. 724.91 lacs to the credit of the statement of profit and loss as an exceptional item.

12. ADF Foods (Mauritius) Ltd., the wholly owned subsidiary of the Company went into members'' voluntary liquidation vide special resolution dated 29th May, 2012. The regulatory authority of Mauritius has vide their letter dated 2nd August, 2012 issued no objection to remove the name of the said subsidiary from the Registrar Of Companies, Mauritius.

By virtue of the above, Company has written off its investment of Rs. 5.16 lacs and debited to the statement of profit and loss as an exceptional item.

13. Previous year''s figures have been regrouped / recast wherever necessary.

14. Figures have been rounded off to the nearest lacs.

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Mar 31, 2012

A. Of the above

50,00,490 (Previous year 50,00,490) equity shares were allotted to the shareholders of the erstwhile Lustre Investments Private Limited, for consideration other than cash pursuant to a Scheme of Amalgamation.

26,50,000 (Previous year 26,50,000) equity shares were issued on preferential basis to investors.

25,26,II0 (Previous year 23,26,II0) equity shares were issued on conversion of preferential warrants. Out of these, 2,00,000 equity shares carry restriction on transfer for a period of three years from the date of their issue i.e. up to 27th March 20I5.

b. Terms/rights attached to equity shares

Company has only one class of shares referred to as Equity Shares having a par value of Rs. I0/-. Each holder of equity shares is entitled to one vote per share.

The company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in the ensuing Annual General Meeting.

The Board of Directors, in their board meeting held on 29th May 20I2, proposed a dividend of Rs. I.50 per equity share. The total dividend appropriation for the year ended 3Ist March 20I2 amounted to Rs. 352.I6 lacs including corporate dividend tax of Rs. 49.I6 lacs. The proposal is subject to approval of the shareholders at the Annual General Meeting to be held on 8th August 20I2.

During the year ended 3Ist March 20II, amount of dividend per share distributed to equity share holders was Rs. I.50. The total dividend appropriation for the year ended 3Ist March 20II amounted to Rs. 349.83 lacs including corporate dividend tax of Rs. 49.83 lacs.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive any of the remaining assets of the company, after distribution of all preferential amounts. However, no such preferential amount exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.

Note:

i) The Board of Directors of the Company at their meeting held on 16th June 2011 and as approved at its Annual General Meeting held on 15th July, 2011, had resolved to create, offer, issue and allot up to 20,00,000 warrants of Rs. 65/- each, convertible into 20,00,000 equity shares of Rs. 10/- each on a preferential allotment basis, pursuant to Section 8I(IA) of the Companies Act, 1956, at a conversion price of Rs. 65/- per equity share of the Company, arrived at in accordance with the SEBI Guidelines in this regard. Subsequently, these warrants were allotted on 29th July 20II to the promoters and 25% application money amounting to Rs. 325 lacs was received from them. The said warrants are convertible into equivalent number of shares upon payment of the balance 75% amount at any time on or before 28th January 20I3. If the warrants are not fully subscribed within the said period, the Company shall forfeit the amounts received towards warrants.

ii) Warrants holders have partly exercised their rights during the year. Accordingly,on 28th March 20I2, the Company has converted 2,00,000 share warrants into equivalent number of equity shares on receipt of the balance amount of Rs. 48.75 per share warrant, aggregating to Rs. 97.50 lacs. Of the total consideration of Rs. I30 lacs received against 2,00,000 share warrants, Rs. 20 lacs have been transferred to Share capital account and Rs. II0 lacs have been transferred to Securities premium reserve.

Note:

1) The bank fixed deposits aggregating to Rs. I,I98 lacs have been pledged in favour of HDFC Bank Limited, Mumbai against term loan of US $ 5 million granted by HDFC Bank Limited, Bahrain Branch to the Company's indirect subsidiary - ADF Holdings (USA) Limited. On the maturity of the said deposits, the Company has agreed to provide fresh security to HDFC Bank Limited, Mumbai as and when required.

2) Margin money deposits are kept with banks for issue of letters of credit, bank guarantees and for forward contracts.

Note 1

1. Corporate information:

ADF Foods Limited is a public company domiciled in India and incorporated under the provisions of the Companies Act, l956. Its shares are listed on Bombay Stock Exchange and National Stock Exchange in India. The company is engaged in the manufacturing and selling of food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices etc. The company caters mainly to International markets and in domestic market.

2. Share warrants / share capital:

a. During the financial year 2007-08, the company had issued convertible warrants to the Promoters, their friends and relatives and independent Directors of the Company. As the options for conversion of warrants into equity shares was not exercised by the specified date, the company forfeited the initial subscription amount aggregating to Rs. l05 lacs and the same was transferred to Capital Reserve Account. At the same time, the Company had also issued preferential equity shares on a Private Placement basis aggregating to Rs. l,855 lacs.

b. During the financial year 2009-l0, the company made a second series of preferential issue of convertible warrants to the Promoters, their friends and relatives and independent Directors of the Company. Upon their conversion, the company received Rs. 232.6l lacs towards share capital and Rs. 5ll.74 lacs towards Securities Premium Reserve, in all aggregating to Rs. 744.35 lacs.

c. Pursuant to the members' approval in the Annual General Meeting held on l5th July, 20ll, the Company issued to the promoters 20,00,000 convertible warrants of Rs. 65/- each at a part payment of Rs. l6.25 per warrant on allotment, aggregating to Rs. 325 lacs. These Warrants were convertible, in one or more tranches at any time within a period of eighteen months from the date of issue, into equivalent number of fully paid equity shares of Rs. l0/- each at a premium of Rs. 55/- per share, upon the Warrant holders paying the balance consideration.

On the warrants holders exercising their right partially, the Company has, on 28th March 20l2, converted 2,00,000 share warrants into equivalent number of equity shares on receiving the balance amount of Rs. 48.75 per share warrant, aggregating to Rs. 97.50 lacs. Of the total consideration of Rs. l30 lacs received against 2,00,000 share warrants, Rs. 20 lacs have been transferred to Share Capital and Rs. ll0 lacs have been transferred to Securities Premium Reserve.

Out of the total amount of Rs. 3,l26.85 lacs thus received from the preferential allotment of the Shares and Warrants issued from time to time, the company has utilized these funds in the manner summarized below:

3 a. Contingent Liabilities: Rs. in lacs

2011-12 2010-11

Letter of credit issued by the banks ( net of margin money) 6.37 l5.04

Guarantees issued by the banks (net of margin money) 28.43 31.58

Claims against the Company not acknowledged as debts (net of deposits) 15.25 30.16

Disputed Service tax demands of earlier years 440.00 -

Disputed Income tax demands of earlier years 68.56 83.87

3 b. Capital commitments (net of advances): Rs. in lacs

Capital commitments (net of advances) 2.93 8.54

4. The Company has reviewed the valuation of its intangible assets and investments, based on management estimates. Such valuation does not reflect any impairment of value requiring provision of additional asset amortization amounts.

Brands owned by one of the subsidiary companies in which the parent company has made direct investment, are depreciated by that subsidiary in accordance with the policy adopted by it, resulting in negative net worth in the Balance Sheet of that subsidiary company. However, management estimates of valuation of brands of that subsidiary company do not reflect any permanent diminution in the value of Company's investments in that subsidiary. As a result, no further provision is considered necessary in relation to the diminished net worth of that subsidiary. The brand depreciation provided by the subsidiary company is recognized to the statement of Profit and Loss in the consolidated accounts.

5. Loans and advances includes:

a. Short term loans and advances recoverable include advances to subsidiaries:

a) ADF Foods India Limited, Rs. Nil, (Previous year Rs. 0.0I lacs), Maximum balance during the year Rs. I0.02 lacs (Previous year Rs. 22.57 lacs)

b) ADF Foods Mauritius Limited, Rs. 7.22 lacs, (Previous year Rs. 3.56 lacs), Maximum balance during the year Rs. 7.22 lacs (Previous year Rs. 354.54 lacs)]

c) ADF Foods (UK) Limited, Rs. Nil (Previous year Rs. 35.5I lacs), maximum balance during the year Rs. I84.43 lacs (previous year Rs. 669.36 lacs)

d) ADF Holdings (USA) Limited, Rs. Nil (Previous year Rs. 30.85 lacs), maximum balance during the year Rs. 3I.55 lacs (previous year Rs. 3I.55 lacs)

b. Deposits paid to related parties:

a) Interest free lease deposit of Rs. I25.00 lacs, (Previous year Rs.I25.00 lacs), maximum balance during the year Rs. I25.00 lacs (Previous year Rs. I25 lacs) paid for office premises taken on lease from a Subsidiary Company in which some of the Directors are interested as Directors.

b) Interest free deposit of Rs.I75.00 lacs (previous year Rs. I75.00 lacs) , maximum balance during the year Rs. I75 lacs (Previous year Rs. I75 lacs) paid for Brand utilization to a Subsidiary Company in which some of the Directors are interested as Directors.

c) Interest free security deposit of Rs.I3.50 lacs (Previous year Rs. 14 lacs) , maximum balance during the year Rs. I4.00 lacs (Previous year Rs. 15.00 lacs) paid for guest house taken on lease from the Chairman of the Company.

6. Financial and derivative instruments:

i) Contracts entered into by the Company for hedging in US $ and outstanding as on 3Ist March 20I2 amounts to US $ II2.50 lacs (Previous year US $ 95 lacs), equivalent to Rs 5,658.9I lacs (Previous year in Rs. 4,3I7.88 lacs).

Contracts entered into by the Company for hedging in UK £ and outstanding as on 3Ist March 20I2 amounts to UK £ I2.00 lacs (Previous year UK £ 9.00 lacs), equivalent to Rs 948.35 lacs (Previous year in Rs. 648.75 lacs).

ii) All contracts entered by the Company are for hedging of exposures against receivables.

The company has not entered into any derivative instruments for trading or speculative purpose.

All outstanding forward contracts are recognized in the financial statements at fair value as on the balance sheet date, in pursuance of the adoption of AS 30.

Accordingly, the resultant gain or losses or fair valuation / settlement of the outstanding forward contracts are recognized in the statement of Profit and Loss or Balance Sheet as the case may be after applying the test of hedge effectiveness. Where the hedge is effective, the gains or losses are recognized in the "Hedging Reserve" which forms part of "Reserves and Surplus" in the Balance Sheet" while the same is recognized in the statement of Profit and Loss where the hedge is ineffective. The amount recognized in the "Hedging Reserve" is transferred to statement of profit and loss account in the period in which the underlined Hedge item affects the statement of Profit and Loss.

7. Disclosures required under Accounting Standard 15 (Revised) "Employee Benefits" notified in the Companies (Accounting Standards) Rules 2006, are given below:

Effective from the financial year 2009-I0, the Company has offered its employees defined benefit plans in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying employees as statutorily required under the Payment of Gratuity Act, I972. The Company has made irrevocable contribution of funds to LIC of India.

There being no short term liability in respect of unfunded gratuity provision, the entire amount of Rs. 89.59 lacs (Previous year Rs. 65.05 lacs) pertaining to unfunded gratuity payable to restricted employees is shown under long-term provision.

The present value of the defined benefit obligation and the related current service cost were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance sheet date.

8. The Company is engaged mainly in the business of manufacturing and exporting food products like pickles, chutneys, ready to eat items, paste and sauces, frozen foods, spices, etc. local and overseas, which is the only business segment of the Company. The local turnover being less than I0% of the total turnover of the Company, separate geographical segment information has not been given in the financial statements. Hence there are no separate reportable segments, as required by the Accounting Standard I7 on "Segment Reporting" as prescribed by the Companies (Accounting Standards) Rules, 2006 issued by the Central Government, in consultation with the National Advisory Committee on Accounting Standards.

9. The financial statements for the year ended 3I March 20II had been prepared as per the then applicable, pre-revised Schedule VI to the Act. Consequent to the notification of Revised Schedule VI under the Act, the financial statements for the year ended 3I March 20I2 are prepared as per Revised Schedule VI. Accordingly, the previous year's figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed in preparation of financial statements.

10. Figures have been rounded off to the nearest lacs.

---

Mar 31, 2011

1. Share Warrants / Share Capital:

a. Pursuant to the members approval in the Extra Ordinary General Meeting of the Company held on 14th November 2007, the Company had issued 15,00,000 Convertible Warrants of Rs.70/- each to the Promoters, their friends & relatives and independent Directors of the Company. The Company had received a part payment of Rs.7/- per warrant from the warrant holders. The Warrant holders had an option to convert the warrants into fully paid equity shares of Rs 10 each at a premium of Rs.60 per Share, not later than 23rd June 2009. As the option for conversion of warrants into equity shares was not exercised by the specified date, the Company has forfeited the initial subscription of Rs.7/- per warrant, aggregating to Rs.105 lakhs, received from the warrant holders and transferred the same to Capital Reserve Account.

b. Pursuant to the members approval in the Extra Ordinary General Meeting of the Company held on 14th November 2007, the Company had issued 26,50,000 fully paid up equity shares at Rs. 70 per share on private placement basis. The aggregate consideration of Rs. 1855 lacs was received.

c. Further, pursuant to the members approval in the Annual General Meeting held on 17th June, 2009, the Company issued on 29th July 2009 a second series of preferential issue of 23,26,110 Convertible Warrants of Rs.32/- each, at a part payment of Rs.8/- per Warrant, to the Promoters, their friends & relatives and independent Directors of the Company. These Warrants were convertible, in one or more trenches at any time within a period of eighteen months from the date of issue, into equivalent number of fully paid equity shares of Rs. 10/- each at a premium of Rs. 22/- per share upon the Warrant holders paying the balance consideration.

Accordingly, 8,20,222 equity shares were issued on 11th September 2009 and 15,05,888 equity shares were issued on 27th October 2009 upon receipt of balance consideration in respect of these convertible warrants. Consequent upon the conversion of 23,26,110 Convertible Warrants, the Share Capital and Security Premium Reserve have increased by Rs.232.61 lakhs and Rs.511.74 lakhs respectively.

Out of the total amount of Rs. 2,704.35 lacs received from the preferential allotment of the Shares and Warrants as mentioned above have been utilized in the manner summarized below:

Rs. in lacs

For expansion / acquisition of fixed assets 1,948.74

Unutilised balance held as Fixed deposits with banks 755.61

Total 2,704.35

2a. Contingent Liabilities:

2010-11 2009-10

Letters of Credit issued by the banks (net of margin money) 15.04 4.79

Guarantees issued by the banks (net of margin money) 31.58 30.29

Claims against the Company not acknowledged as debts (net of deposits 30.16 30.90

Disputed Income tax demands of earlier years (net of deposits) 83.87 10.27

Foreign bills purchase 844.60 1282.05

2b. Unexpired Capital Commitments (net of advances) 8.54 19.98

3. In the opinion of the Board, all Current Assets, Loans and Advances are approximately of the values stated, if realised in the ordinary course of business. The provisions for all known liabilities are adequate and are not in excess of the amounts considered reasonably necessary.

4. The Company has reviewed the valuation of its intangible assets and investments, based on management estimates. Such valuation does not reflect any impairment of value requiring provision of additional asset amortisation amounts.

Brands owned by one of the subsidiary companies in which the parent company has made direct investment, are depreciated by that Subsidiary in accordance with the policy adopted by it, resulting in negative net worth in the Balance Sheet of that subsidiary Company. However, management estimates of valuation of brands of that subsidiary Company do not reflect any permanent diminution in

the value of Companys investments in that Subsidiary. As a result, no further provision is considered necessary in relation to the diminished net worth of that Subsidiary. The brand depreciation provided by the subsidiary company is charged to Profit & Loss Account in the consolidated accounts.

5. There are no Micro Small & Medium Enterprises, to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March 2011. This information as required to be disclosed under the Micro Small & Medium Enterprises Development Act, 2006 as been determined to the extent such parties have been identified on the basis of information available with the Company.

6. Loans and advances:

A. Advances recoverable include advances to direct/indirect subsidiaries:

a) Power Brands (Foods) Pvt. Ltd, Rs. Nil, (Previous year Rs. 0.65 lacs) [Maximum balance outstanding during the year Rs. 0.65 lacs (Previous year Rs. 0.65 lacs)].

b) ADF Foods India Ltd, Rs. 0.01 lacs, (Previous year Rs. 11.48 lacs) [Maximum balance outstanding during the year Rs. 22.57 lacs (Previous year Rs. 11.62)]

c) ADF Foods Mauritius Ltd, Rs. 3.56 lacs, (Previous year Rs. 0.78 lacs) [Maximum balance outstanding during the year Rs. 354.54 lacs (Previous year Rs. 0.78 lacs)]

d) ADF Foods (UK) Ltd, Rs. 35.51 lacs (Previous year Rs. Nil) [Maximum balance outstanding during the year Rs. 669.36 lacs (previous year Rs. Nil)]

e) ADF Holdings (USA) Ltd, Rs. 30.85 lacs (Previous year Rs. Nil) [Maximum balance outstanding during the year Rs. 31.55 lacs (previous year Rs. Nil)]

B. Deposits include:

a) Interest free lease deposit of Rs. 125.00 lacs, (Previous year Rs.125.00 lacs) [Maximum balance outstanding during the year Rs. 125.00 lacs, (Previous year Rs. 125.00 lacs)] paid for office premises taken on lease from a Subsidiary Company in which some of the Directors of the Company are interested as Directors.

b) Interest free deposit of Rs.175.00 lacs (Previous year Rs. 175 lacs) [Maximum balance outstanding during the year Rs. 175.00 lacs, (Previous year Rs. 175 lacs)] paid for Brand utilisation to a Subsidiary Company in which some of the Directors of the Company are interested as Directors..

c) Interest free security deposit of Rs.14.00 lacs (Previous year Rs. 15 lacs) [Maximum balance outstanding during the year Rs. 15.00 lacs, (Previous year Rs. 15 lacs)] paid for guest house taken on lease from the Chairman of the Company.

7. On 22nd September, 2010, ADF Holdings (USA) Ltd. – a Wholly Owned Subsidiary of ADF Foods (UK) ltd. (an existing Wholly Owned Subsidiary of ADF foods Ltd.), was incorporated under the Laws of the State of Delaware in USA.

During the year under review, ADF Holdings (USA) Ltd. acquired 89% holding in ADF Foods (USA) Ltd. – a Company duly incorporated in Delaware on 22nd September 2010. Pursuant to an Asset Purchase Agreement dated 3rd November 2010, ADF Foods (USA) Ltd. purchased the inventory, plant, equipment and certain rights from M/S Elenas Foods Specialties, Inc., a California Corporation. Its head office is located in South San Francisco, California and is engaged in the production, marketing and sales of premium natural and organic food products and caters to the needs of its customers in the United States of America.

For the purpose of the acquisition of this new manufacturing unit in USA, the Company has pledged its fixed deposits worth Rs. 998 lacs and Mutual Funds Units of the face value of Rs. 875 lacs with HDFC Bank, Mumbai Branch. Pursuant to a Stand By Letter of Credit issued by HDFC Bank, Mumbai Branch in its favour, HDFC Bank, Bahrain Branch has sanction a term loan of US $ 4 million to ADF Foods Holdings (USA) Ltd.

11. Financial and derivative instruments:

Contracts entered into by the Company for hedging in US $ and outstanding as on 31st March 2011 amounts to US $ 95.00 lacs (previous year US $ 72.70 lacs), equivalent to Rs 4,317.88 lacs (Previous year in Rs. 3,548.76 lacs)

Contracts entered into by the Company for hedging in UK £ and outstanding as on 31st March 2011 amounts to UK £ 9.00 lacs (previous year UK £ 6.00 lacs), equivalent to Rs 648.75 Lacs (Previous year Rs. 68.99 lacs).

All contracts entered by the Company are for hedging of exposures against receivables. The Company does not enter into any derivative instruments for trading or speculative purposes.

In respect of outstanding hedging contracts as given above, any net unrealized Profit/(Loss) on account of Mark to Market and/or Premium has been recognised in the Books of Accounts on their restatement at the year end exchange rate.

12. Disclosures required under Accounting Standard 15 (Revised) "Employee Benefits” notified in the Companies (Accounting Standards) Rules 2006, are given below:

Effective from the financial year 2009-10, the Company has offered its employees defined benefit plans in the form of Group Gratuity Scheme. Gratuity Scheme covers all qualifying employees as statutorily required under the Payment of Gratuity Act, 1972. The Company has made irrevocable contribution of funds to LIC of India.

The present value of the defined benefit obligation and the related current service cost were measured using the Projected Unit Credit method, with actuarial valuations being carried out at each Balance sheet date.

24. Segment wise information for the year ended 31st March 2011:

Segments have been identified in line with the "Accounting standard on Segment reporting "(AS-17), taking into account, the nature of products and services, the organization and internal reporting structure as well as differential risk of these segments.

(A) Information about Primary Business Segments is given in Annexure 1: Notes:

(i) The Company is organized into two main segments. Namely:

– Processed & Preserved Foods.

– Trading Goods. (ii) Segment revenue includes sales and Export incentives (Duty Draw back, Sales of Licence).

(B) Information about Secondary Business Segments is given in Annexure 2: Notes:

(i) The Company is organized into two main segments. Namely:

- India.

- Out of India.

(ii) Segment revenue in geographical segments considered for disclosure is as follows:

– Revenue with in India includes sales to customers located with in India and earning in India.

– Revenue outside India includes located outside India and earning outside India.

(C) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

25. Previous years figures have been regrouped and recast wherever considered necessary.

26. Figures have been rounded off to the nearest lacs.

---

Mar 31, 2010

I. Share Warrants / Share Capital:

a." Pursuant to the members approval in the Extra Ordinary General Meeting of the Company held ort 14th November 2007, the Company had issued 15,00,000 Convertible Warrants of Rs.70/- each to the Promoters, their friends & relatives and independent Directors of the Company. The Company had received a part payment of Rs.7/- per warrantfrom the warrant holders. The Warrant holders had an option to convert the warrants into fully paid equity shares of Rs 10 each at a premium of Rs.60,per Share, not later than 23rd June 2009. As the option for conversion of warrants into equity shares was not exercised by the specified date, the Company has forfeited the initial subscription of Rs.7/- per warrant, aggregating to Rs. 105 lakhs, received from the warrant holders and transferred the same to Capital Reserve Account.

b. Pursuant to the members approval in the Extra Ordinary General Meeting of the Company held on 14th November 2007, the Company had issued 26,50,000 fully paid up equity shares at Rs. 70 per share on private placement basis. The aggregate consideration of Rs. 1855 lacs was received.

c. Further, pursuant to the members approval in the Annual General Meeting held on 17th June, 2009, the Company issued on 29th July 2009 a second series of preferential issue of 23,26,110 Convertible Warrants of Rs.32/- each, at a part payment of Rs.8/- per Warrant, to the Promoters, their friends & relatives and independent Directors of the Company. These Warrants were convertible, in one or more trenches at any time within a period of eighteen months from the date of issue, into equivalent number of fully paid equity shares of Rs. 10/- each at a premium of Rs. 22/- per share upon the Warrant holders paying the balance consideration.

Accordingly, 8,20,222 equity shares were issued on I Ith September 2009 and 15,05,888 equity shares were issued on 27th October 2009 upon receipt of balance consideration in respect of these convertible warrants. Consequent upon the conversion of 23,26,110 Convertible Warrants, the Share Capital and Security Premium Reserve have increased by Rs.232.61 lakhs and Rs.511.74 lakhs respectively.

Out of the total amount of Rs. 2,704.35 lacs received from the preferential allotment of the Shares and Warrants as mentioned above have been utilized in the manner summarized below:

Rs. in lacs

For expansion / acquisition of fixed assets Unutilized balance held as Fixed deposits with banks

1,442.54 1,22,61.81

Total 2,704.35 2 a. Contingent Liabilities:

2009-10 2008-09

Letter of credit issued by the banks (net of margin money) 4.79 12.81

Guarantees issued by the banks (net of margin money) 30.29 11.48

Claims against the Company not acknowledged as debts (net of deposits)30.90 126.04 Disputed Income tax demands of earlier year 10.27 12.42

Foreign bills purchase 1282.05 1378.75 b. Unexpired capital commitments (net of advances) 19.98 22.79

3. In the opinion of the Board, all Current Assets, Loans and Advances are approximately of the values stated, if realized in the ordinary course of business. The provisions for all known liabilities are adequate and are not in excess of the amounts considered reasonably necessary. Sundry Debtors, Creditors and Loans and Advances are subject to confirmation.

4. The Company has reviewed the valuation of its intangible assets and investments, based on management estimates. Such valuation does not reflect any impairment of value requiring provision of additional asset amortization amounts. Brands owned by a subsidiary company are depreciated by that Company, in accordance with the policy adopted by the Company, resulting in negative net worth in the Balance Sheet of the subsidiary company. However, management estimates of valuation of brands of that subsidiary company do not reflect any permanent diminution in the value of Companys investments in that company as a result of which no further provision is considered necessary in relation to the diminished net worth of that company. The brand depreciation provided by the subsidiary company is recognized as a cost in the consolidated accounts.

5. The Company has not received any intimation from suppliers regarding their status under the Micro Small & Medium Enterprises Development Act, 2006. Hence disclosure, if any, relating to amount unpaid as at the year end and together with the interest paid/ payable as required under the said Act, have not been given.

6. Loans and advances:

A. Advances recoverable include advances to subsidiaries:

a) Power Brands (Foods) Pvt. Ltd, Rs. 0.65 lacs, (Previous year Rs. 0.65 lacs), Maximum balance during the year Rs. 0.65 Lacs (Previous year Rs. 0.65 lacs)].

b) ADF Foods India Ltd, Rs. 11.48 lacs, (Previous year Rs. Nil), Maximum balance during the year Rs. 11.62 Lacs (Previous year Rs. Nil)]

c) ADF Foods Mauritius Ltd, Rs. 0.78 lacs, (Previous year Rs. Nil), Maximum balance during the year Rs. 0.78 lacs (Previous year Rs. Nil)]

B. Deposits include:

a) Interest free lease deposit of Rs. 125.00 lacs, (Previous year Rs. 125.00 lacs), Maximum balance outstanding during the year Rs. 125.00 Lacs, (Previous year Rs. 125.00 Lacs) paid for office premises taken on lease from a Subsidiary Company in which some of the Directors are interested as Directors.

b) Interest free deposit of Rs. 175.00 lacs (Previous year Rs. 175 lacs), Maximum balance outstanding during the year Rs. 175.00 Lacs, (Previous year Rs. 175 lacs) paid for Brand utilization to a Subsidiary Company in which some of the Directors are interested as Directors.

c) Interest free security deposit of Rs. 15.00 lacs (Previous year Rs. 15 lacs), Maximum balance outstanding during the year Rs. 15.00 Lacs, (Previous year Rs. 15 lacs) paid for guest house taken on lease from the Chairman of the Company.

7. Remittance in foreign Currency on account of dividend:

During the year, the Company has not made any remittance in foreign Currency on account of dividend payable to its Non Resident Shareholders. However the details of dividend paid to the Non Resident Shareholders during the financial year is given below.

8. Segment wise information for the year ended 31st March 2010:

Segments have been identified in line with the "Accounting standard on Segment reporting "(AS-17), taking into account, the nature of products and services, the organization and internal reporting structure as well as differential risk of these segments.

(A) Information about Primary Business Segments is given in Annexure I:

Notes:

(i) The Company is organized into two main segments. Namely: Processed & Preserved Foods.

Trading Goods.

(ii) Segment revenue includes sales and Export incentives (Duty Draw back, Sales of Licence).

(B) Information about Secondary Business Segments is given in Annexure 2: Notes:

(i) The Company is organized into two main segments. Namely: India.

Out of India.

(ii) Segment revenue in geographical segments considered for disclosure is as follows:

Revenue with in India includes sales to customers located with in India and earning in India.

Revenue outside India includes located outside India and earning outside India.

(C) Segment Revenue, Results, Assets and Liabilities include the respective amounts identifiable to each of the segments and amounts allocated on a reasonable basis.

9. Previous years figures have been regrouped and recast wherever considered necessary.

10. Figures have been rounded off to the nearest lacs.