Notes to Accounts of Vadilal Enterprises Ltd.

Mar 31, 2025

l) Provisions, Contingent Liabilities and Contingent Assets and Commitments

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it
is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount
of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at
the end of the financial year, taking into account the risks and uncertainties surrounding the obligations. When a provision
is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present obligations
of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party,
a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the
receivable can be measured reliably.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but
probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of
which the likelihood of outflow of resources is remote, no disclosure is made.

m) Revenue Recognition
Sale of goods

Revenue is recognised upon transfer of control of goods to customers in an amount that reflects the consideration which
the Company expects to receive in exchange for those goods. Revenue from the sale of goods is recognised at the point
in time when control is transferred to the customer which is usually on dispatch / delivery. Revenue is measured based
on the transaction price, which is the consideration, adjusted for volume discounts, rebates, scheme allowances, price
concessions, incentives, and returns, if any, as specified in the contracts with the customers. Revenue excludes taxes
collected from customers on behalf of the government. Accruals for discounts/incentives and returns are estimated (using
the most likely method) based on accumulated experience and underlying schemes and agreements with customers. Due
to the short nature of credit period given to customers, there is no financing component in the contract.

Interest Income

Interest income from a financial asset is recognized when it is probable that the economic benefit will flow to the Company
and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal
outstanding and the interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through
the expected life of the financial asset to that asset''s net carrying amount on initial recognition.

n) Employee Benefits

Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences.
Defined Contribution Plan:

The Company''s contribution to Provident Fund is considered as defined contribution plans and are charged as an expense
based on the amount of contribution required to be made and when services are rendered by the employees.

Defined benefit plans:

For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using the Projected
Unit Credit method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising
actuarial gains and losses, the effect of the changes to the return on plan assets (excluding net interest), is reflected
immediately in the balance sheet with a charge or credit recognized in other comprehensive income in the period in which
they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and
is not reclassified to in the statement of profit and loss. Net interest is calculated by applying the discount rate to the net
defined benefit liability or asset.

The Company recognizes the following changes in the net defined benefit obligation as an expense in the statement of
profit and loss:

1) Service costs comprising current service costs, gains and losses on curtailments and settlements; and

2) Net interest expense or income

The retirement benefit obligation recognized in the Balance Sheet represents the present value of the defined benefit
obligation as adjusted for unrecognized past service cost, as reduced by the fair value of scheme assets. Any asset resulting
from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future
contributions to the schemes.

Short-term and Long term employee benefits:

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in
the period the related services rendered at the undiscounted amount of the benefits expected to be paid in exchange for
that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits
expected to be paid in exchange of the related service.

Liabilities recognised in respect of Long-term employee benefits are measured at the present value of the estimated future
cash outflows expected to be made by the company in respect of services provided by employees up to the reporting date.

o) Borrowing costs

Borrowing costs include interest costs in relation to financial liabilities, amortization of ancillary costs incurred in connection
with the arrangement of borrowings, interest on lease liabilities which represents unwinding of the discount rate applied
to lease liabilities and other borrowing cost.

p) Taxation

Tax expense represents the sum of the current tax and deferred tax.

Current Tax

The tax currently payable is based on taxable profit for the year. Current tax is measured at the amount expected to be
paid to the tax authorities, based on estimated tax liability computed after taking credit for allowances and exemption
in accordance with the local tax laws. The Company''s current tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the financial year.

Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally
recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary
differences to the extent that it is probable that taxable profits will be available against which those deductible temporary
differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises
from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting
profit.

The carrying amount of deferred tax assets is reviewed at the end of each financial year and reduced to the extent that it is
no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability
is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the
end of the financial year.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner
in which the Company expects, at the end of the financial year, to recover or settle the carrying amount of its assets and
liabilities.

In accordance with Ind-AS 12, deferred tax assets and deferred tax liabilities are offset only when the entity has a legally
enforceable right to set off current tax assets against current tax liabilities, and intends either to settle on a net basis or to
realize the asset and settle the liability simultaneously.

Current and deferred tax for the year

Current and deferred tax are recognized in the statement of profit and loss, except when they relate to items that are
recognized in other comprehensive income, in which case, the current and deferred tax are also recognized in other
comprehensive income.

q) Earnings per share

A basic earnings per share is computed by dividing the profit/(loss) for the year attributable to equity shareholders by
the weighted average number of equity shares outstanding during the year. The company did not have any potential to
dilutive securities.

r) Recent Accounting announcements

The 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. For the year ended on March 31,2025, MCA has notified
Ind AS 117 - Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions and
are effective from April 1,2024. The Company has assessed these amendments and determined that they do not have any
significant impact on its financial statements.

On May 7, 2025, the Ministry of Corporate Affairs (MCA) issued the Companies (Indian Accounting Standards) Amendment
Rules, 2025, which introduced amendment to Ind AS 21 "The Effects of Changes in Foreign Exchange Rates", as summarized
below:

The amendment to Ind AS 21 provides specific guidance for evaluating whether a currency is exchangeable and guidance
for determining the spot exchange rate when exchangeability is not available. The amendment is with respect to the
circumstances where a currency cannot be freely exchanged in the open market. The amendment also introduces new
disclosure requirements relating to the financial implications, estimation methods, and associated risks.

These changes will be applicable for financial periods beginning on or after April 1,2025.

Notes :

i. The credit period ranges from 30 days to 180 days.

ii. Before accepting any new customer, the Company assesses the potential customer''s credit quality and defines credit limits for
customer. Limits attributed to customers are reviewed annually. There are no customers who represent more than 5% of the total
balance of trade receivable.

iii. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the
expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical
credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing
of the receivables that are due and rates used in the provision matrix.

iv. No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other
person. Further, no trade or other receivables are due from firms or private companies respectively in which any director is a
partner, a director or a member except the dues referred in note 41.

v. There are no unbilled receivables, hence the same is not disclosed in the aging schedule.

b) Nature and Purpose of reserve

Capital reserve : The company has created capital reserve on account of forfeiture of Equity shares.

Securities premium reserve : The amount received in excess of face value of the equity shares is recognised in Securities Premium
Reserve. This reserve is available for utilization in accordance with the provisions of the Companies Act, 2013.

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.

Retained earnings : Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve,
dividends or other distributions paid to shareholders.

(ii) Term Loan of ? 10.97 crore as on March 31,2025 (as at March 31,2024 ? Nil ) availed from Indusind Bank Ltd. is secured by way of
following security :

1. 2nd pari passu charge on entire Current Assets of the Company.

2. Exclusive charge on movable Fixed Assets funded by Indusind Bank Ltd.(Excluding value of Building)

3. Fixed Deposit of ? 1.50 crore

The Term Loan from Indusind Bank Limited is also secured by personal guarantee of Mr Rajesh R. Gandhi & Mr Devanshu L. Gandhi,
directors of the company.

(iii) Term Loan of ? Nil as on March 31,2025 (as at March 31,2024 ? 11.60 crore) availed from Tata Capital Ltd. was secured by way of
following security :

1. First and Exclusive Hypothecation charge of Machineries / equipment funded by Tata Capital Ltd.

2. Corporate Guarantee of Vadilal Industries Limited.

(iv) Vehicle loans from HDFC Bank Limited are secured against hypothecation of specific vehicles of the Company.

(v) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.

(vi) Term Loans were applied for the purpose for which the loans were obtained.

(vii) Refer Note 39 for information about liquidity risk.

(viii) Amount stated in current maturity is disclosed under the head of "Current Borrowings" (Note-21)

(i) Working Capital facilities from CSB Bank Ltd amounting to ? 2.00 crore is secured by way of following security :

1. 1st Pari passu charge on entire Current Assets of the Company

2. 2nd charge on Hypothecation of Fixed Assets funded by CSB Bank Ltd.(Excluding value of Building)

3. Fixed Deposit of ? 1.50 crore

4. The working Capital facility from CSB Bank Ltd. is also secured by Corporate Guarantee of Vadilal Industries Limited along with
personal guarantee of Mr Rajesh R. Gandhi & Mr Devanshu L. Gandhi, directors of the company.

(ii) Working Capital facilities from Indusind Bank Ltd amounting to ? 0.50 crore is secured by way of following security :

1. 1st Pari passu charge on entire Current Assets of the Company

2. 2nd charge on Hypothecation of Fixed Assets funded by Indusind Bank Ltd. (Excluding value of Building)

3. Fixed Deposit of ? 1.50 crore

NOTE :37

In FY 2017-18, a petition was filed against the Company and some of its promoters, before the National Company Law Tribunal, Ahmedabad
(NCLT), under Sections 241 and 242 of the Companies Act, 2013, pertaining to the prevention of oppression and mismanagement of the
Company. The order has been pronounced by Honourable NCLT on July 10, 2024, allowing petition partly.

The Company has received an intimation regarding appellate proceedings preferred before the National Company Law Appellate
Tribunal (NCLAT).

During hearing on May 13, 2025, the petitioner has withdrawn the petition unconditionally and accordingly the Hon''ble NCLAT has
disposed the said petition.

NOTE :38 SEGMENT INFORMATION :

The company is primarily engaged in the business segment of "Food Products" which is Ice cream/ Frozen Dessert/ Process Food/
Flavoured Milk and Dairy Products. Information reported to and evaluated regularly by the Chief Operating Decision Maker (CODM) for
the purposes of resource allocation and assessing performance focuses on the business as a whole and accordingly, in the context of
Operating Segment as defined under the Indian Accounting Standard 108, there is single reportable segment.

NOTE : 39 FINANCIAL INSTRUMENTS

1. Capital Management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders.
The Capital structure of the company is based on management''s judgment of its strategic and day-to-day needs with a focus on
total equity to maintain investor,creditors and market confidence and to sustain future development and growth of its business.

The management and the Board of Directors monitors the return on capital as well as the level of dividends to shareholders.The
company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The capital structure of the Company consists of net debt (borrowings as detailed in notes 18 and 21 off set by cash and bank
balances) and total equity of the Company.

3 Financial risk management

The Company''s financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company''s
financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and
other financial assets. The Company''s business activities are exposed to a variety of financial risks, namely liquidity risk, market risks
and credit risks. The company''s senior management has the overall responsibility for establishing and governing the company''s risk
management framework.

A) Management of Market Risk

The company''s size and operations result in it being exposed to the following market risks that arise from its use of financial
instruments:

Interest rate risk

The above risks may affect the company''s income and expenses, or the value of its financial instruments. The company''s
exposure to and management of these risks are explained below:

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes
in market interest rates.In order to optimize the Company''s position with regards to interest income and interest expenses and
to manage the interest rate risk,treasury performs a comprehensive corporate interest rate risk management by balancing the
proportion of fixed rate and floating rate financial instruments in its total portfolio.

The line items in the balance sheet that include the above hedging instruments are other financial liabilities. Debit Balance
in cash flow hedge reserve of ? 0.48 Crore as at March 31,2025 (balance of ? Nil as at March 31,2024) on interest rate swap
derivative contracts has been recognised in other comprehensive income.

A change of 100 basis points in interest rate with all other variables held constant would result in increase / (decrease) in
equity by ? 0.08 Crore (P.Y. : ? Nil) (net of tax)

B) Management of Credit Risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage
this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current
economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set
accordingly.

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 through out each financial year. To assess whether there is a significant increase in
credit risk, the company compares the risk of default occurring on asset as at the reporting date with the risk of default as at
the date of initial recognition. It considers reasonable and supportive forward-looking information such as:

1. Actual or expected significant adverse changes in business.

2. Actual or expected significant changes in the operating results of the counterparty.

3. Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its
obligations.

4. Significant increase in credit risk on other financial instruments of the same counterparty.

5. Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees
or credit enhancements.

The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and the
business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.

The Company has made a detailed assessment of the recoverability of the Company''s Receivables, as at the Balance Sheet
date and has determined an additional overlay on expected credit loss (ECL) amounting to ? NIL (P.Y. Nil) during the year
ended March 31,2025.

The Ageing analysis of Account receivables has been considered from the date the invoice falls due.

I) Management of Liquidity Risk

Liquidity risk is the risk that the company will face in meeting its obligation associated with its financial liabilities. The
Company''s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when they are
due without incurring unacceptable losses. In doing this management considers both normal and stressed conditions.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate
liquidity risk management framework for the management of the Group''s short-term, medium-term and long term funding
and liquidity management requirments. The Group manages liquidity risk by maintaining adequate reserves, banking facilities
and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity
profiles of financial assets and liabilities.

Defined Benefit Plan:

The Company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insurance
Corporation of India, who invests the funds as per IRDA guidelines. The details of these defined benefit plans recognised in the
financial statements are as under:

Gratuity is a defined benefit plan and company is exposed to the Following Risks:

Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring
higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of
asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As
such, an increase in the salary of the members more than assumed level will increase the plan''s liability..

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by
reference to market yields at the end of the financial year on government bonds. If the return on plan asset is below this rate, it will
create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and
other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule
101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have
any longevity risk..

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will
wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

Notes

1 Increase in Debt-Equity ratio is due to inrease in capex borrowings for new assets acquired during the current financial year.

2 Decrease in Debt Service Coverage ratio is due to increase in borrowings in the current financial year.

3 Decrease in Return on Equity ratio is due to decrease in net profit and increase in total equity during the current financial year.

4 Increase in Inventory turnover raio is due to increae in COGS and decrease in closing inventory as compared to previous year.

5 Decrease in Net capital turnover ratio is due to increase in net worth due to profit and increase in debt due to capex borrowings for
new assets during the current financial year

6 Decrease in Net Profit raio is due to decrease in profit in the current financial year as compared to previous year

7 Decrease in Return on capital employed is due to increase in net worth due to profit and increase in debt due to capex borrowings for
new assets during the current financial year

8 Decrease in return on Investment is due to variations in market price

NOTE :46 OTHER STATUTORY INFORMATION:

A The Company has not entered into transactions with companies struck- off under section 248 of the Companies Act, 2013 or section
560 of Companies Act, 1956., during the year ended March 31,2025.

The Company has entered into transactions with companies struck- off under section 248 of the Companies Act, 2013 or section
560 of Companies Act, 1956., during the year ended March 31,2024, which is disclosed below :

C The Company have 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 Group shall:

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

D The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

E The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as

income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant
provisions of the Income Tax Act, 1961).

F The Company has not been declared wilful defaulter by any bank or financial institution or government or any government
authority.

G The Company does not have any subsidiary, hence requirment of compliying with the number of layers prescribed under clause
(87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 is not applicable.

H The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for
holding any Benami property.

I The company has not entered into any scheme of arrangement which has an accounting impact on current year or previous
year.

NOTE :47

Based on the reports received from the Independent Law Firm and the Chartered Accountant Firm, the Board of Directors at its meeting
held on May 13, 2025, upon the recommendation of the Committee of Independent Directors (which also met on the same date) has
resolved to conclude and close the matters relating to the following allegations:

A) Cross allegations between the Promoter Directors concerning the appropriateness of certain expenses incurred during the
periods 2013-14 to 2017-18 and 2013-14 to 2018-19 amounting to ?0.46 crore and ?0.53 crore respectively.

B) Operational and management matters related to marketing expenses aggregating ?38.00 crore incurred towards advertisements
during the period 2015-16 to 2018-19 which were alleged to have been undertaken without adherence to the internal approval
processes of the Company.

The Board has reviewed and noted the findings of the independent review and confirms that these matters do not have any
impact on the financial statements of the Company for the year ended March 31,2025.

NOTE:48

Board of Directors of the Company in its board meeting held on December 9, 2022 has approved resolution for sale of certain non-core
assets of the Company to entities of the Promoter and Promoter group of the Company. However, as complete plan to sell has not been
initiated by the management and it is likely that changes of the plan may be made, the sell is considered not to be highly probable. Hence,
these assets having written down value of ? 0.64 crore (P.Y. ? 0.66 crore) and Non current investments of ? 0.35 crore (P.Y ? 0.35 crore) as at
March 31,2025 are continued to be presented under Property, Plant and Equipment and Non current Investments respectively.

NOTE :49

The Code on Social Security, 2020 (''Code'') has been notified in the Official Gazette of India on September 29, 2020, which could impact
the contributions of the Company towards certain employment benefits. The effective date from which changes are applicable is yet to
be notified and the rules are yet to be framed. Impact, if any, of the change will be assessed and accounted in the period of notification
of the relevant provisions.

NOTE :50

Previous years'' figures have been regrouped and rearranged wherever necessary to make them comply with IND AS.

For and on behalf of the Board of Directors

For Arpit Patel & Associates Rajesh R. Gandhi Devanshu L. Gandhi

Chartered Accountants Executive Director Executive Director

Firm registration number: 144032W (DIN - 00009879) (DIN - 00010146)

Pruthvi Patel Rajesh I. Bhagat Nikita Udhani

Partner Chief Financial Officer Company Secretary

Membership No.: 167297

Place : Ahmedabad Place : Ahmedabad

Date : May 26, 2025 Date : May 26, 2025

---

Mar 31, 2024

i. The credit period ranges from 30 days to 180 days.

ii. Before accepting any new customer, the Company assesses the potential customer''s credit quality and defines credit limits for customer. Limits attributed to customers are reviewed annually. There are no customers who represent more than 5% of the total balance of trade receivable.

iii. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.

Iv. No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. Further, no trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member except the dues referred in note 42.

v. There are no unbilled receivables, hence the same is not disclosed in the aging schedule.

b) Rights, Preferences and Restrictions attached to equity shares:

The Company has issued only one class of equity shares having par value of ?10 per share. Each holder of equity share is entitled to one vote per share and are entitled to dividend as and when declared.

All Shares rank equally with regard to the company''s residual asset after distribution of all preferential amounts.

c) Shares held by holding/ultimate holding company and/or their subsidiaries / associates

The Company does not have any holding/ultimate holding company and/or their subsidiaries / associates.

b) Nature and Purpose of reserve

Capital reserve The company has created capital reserve on account of forfeiture of Equity shares.

Securities premium reserve The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. This reserve is available for utilization in accordance with the provisions of the Companies Act, 2013..

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.

Retained earnings Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

(i) Term Loan of ? 10.93 crore as on March 31,2024 (as at March 31,2023 ? Nil ) availed from CSB Bank Ltd. and GECL Loan of ? 2.62 crore as on March 31,2024 (as at March 31,2023 ? 3.93 crore) availed from CSB Bank Ltd. is secured by way of following security :

1. Exclusive charge on entire Current Assets of the Company (2nd Charge to GECL Loan)

2. Exclusive charge Hypothecation / EQM of Residual value of Fixed Assets (Excluding value of Building) (2nd Charge to GECL Loan)

3. Fixed Deposit of ? 1.50 crore (2nd Charge to GECL Loan)

The Term Loan from CSB Bank Limited is also secured by Corporate Guarantee of Vadilal Industries Limited along with personal guarantee of Mr Rajesh R. Gandhi & Mr Devanshu L. Gandhi, directors of the company.

(ii) Term Loan of Rs 11.60 crore as on March 31,2024 (as at March 31,2023 ? Nil) availed from Tata Capital Ltd. is secured by way of following security :

1. First and Exclusive Hypothecation charge of Machineries / equipment funded by Tata Capital Ltd.

2. Corporate Guarantee of Vadilal Industries Limited.

(iii) Vehicle loans from HDFC Bank Limited are secured against hypothecation of specific vehicles of the Company.

(iv) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.

(v) Term Loans were applied for the purpose for which the loans were obtained.

(vi) Refer Note 40 for information about liquidity risk.

(vii) Amount stated in current maturity is disclosed under the head of "Current Borrowings" (Note-22)

(i) Working Capital facilities from CSB Bank Ltd amounting to ? 2.00 crore is secured by way of following security :

1. Exclusive charge on entire Current Assets of the Company

2. Exclusive charge Hypothecation /EQM of residual value of Fixed Assets (Excluding value of Building)

3. Fixed Deposit of ? 1.50 crore

(ii) The working capital loan from CSB Bank Limited is also secured by Corporate Guarantee of Vadilal Industries Limited along with personal guarantee of Mr Rajesh R. Gandhi & Mr Devanshu L. Gandhi, directors of the company.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.

(iv) Funds raised on Short term basis have not been utilised for long term purposes and are spent for the purpose it were obtained.

(v) The company has obtained Working Capital Loans from a bank on basis of security of inventories and Trade Receivables wherein the quarterly returns as filed with bank is in agreement with the books.

NOTE :38 In FY 2017-18, a petition was filed against the Company and some of its promoters, before the National Company Law Tribunal, Ahmedabad (NCLT), under Sections 241 and 242 of the Companies Act, 2013, pertaining to the prevention of oppression and mismanagement of the Company. The hearing has been completed on April 18, 2024 and the matter has been reserved for Order by Honourable NCLT.

NOTE :39 SEGMENT INFORMATION :

The company is primarily engaged in the business segment of "Food Products" which is Ice cream/ Frozen Dessert/ Process Food/ Flavoured Milk and Dairy Products. Information reported to and evaluated regularly by the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessing performance focuses on the business as a whole and accordingly, in the context of Operating Segment as defined under the Indian Accounting Standard 108, there is single reportable segment.

NOTE : 40 FINANCIAL INSTRUMENTS

1. Capital Management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The Capital structure of the company is based on management''s judgment of its strategic and day-to-day needs with a focus on total equity to maintain investor,creditors and market confidence and to sustain future development and growth of its business.

The management and the Board of Directors monitors the return on capital as well as the level of dividends to shareholders.The company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The capital structure of the Company consists of net debt (borrowings as detailed in notes 18 and 22 off set by cash and bank balances) and total equity of the Company.

3 Financial risk management

The Company''s financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company''s financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other financial assets. The Company''s business activities are exposed to a variety of financial risks, namely liquidity risk, market risks and credit risks. The company''s senior management has the overall responsibility for establishing and governing the company''s risk management framework.

A) Management of Market Risk

The company''s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:

Interest rate risk

The above risks may affect the company''s income and expenses, or the value of its financial instruments. The company''s exposure to and management of these risks are explained below:

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates.In order to optimize the Company''s position with regards to interest income and interest expenses and to manage the interest rate risk,treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

According to the Company interest rate risk exposure is only for floating rate borrowings. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability outstanding at the end of the financial year was outstanding for the whole year.A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

B) Management of Credit Risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

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 through out each financial year. To assess whether there is a significant increase in credit risk, the company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forward-looking information such as:

1. Actual or expected significant adverse changes in business.

2. Actual or expected significant changes in the operating results of the counterparty.

3. Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations.

4. Significant increase in credit risk on other financial instruments of the same counterparty.

5. Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.

The Company has made a detailed assessment of the recoverability of the Company''s Receivables, as at the Balance Sheet date and has determined an additional overlay on expected credit loss (ECL) amounting to ? NIL (P.Y. Nil) during the year ended March 31,2024.

The Ageing analysis of Account receivables has been considered from the date the invoice falls due.

C) Management of Liquidity Risk

Liquidity risk is the risk that the company will face in meeting its obligation associated with its financial liabilities. The Company''s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when they are due without incurring unacceptable losses. In doing this management considers both normal and stressed conditions.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Group''s short-term, medium-term and long term funding and liquidity management requirments. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following table shows the maturity analysis of the company''s financial liabilities based on the contractually agreed undiscounted cash flows along with its carrying value as at the Balance sheet date.

As at March 31,2023, the Company''s current liabilities exceeded its current assets by ? 77.16 crore (PY ? 66.55 crore). Of the total current liabilities aggregating to ? 194.29 crore (PY ? 174.16 crore), ? 66.51 crore (PY ? 59.71 crore) pertains to security deposits received from cancellable contracts with customers. Whilst, contractually the Company is liable to repay the amounts on cancellation of such contracts and consequently, these are presented as current liabilities, the Company does not expect a material amount of these deposits to be refunded owing to the continuity of the business and the past trends. Accordingly, the Company does not anticipate any material liquidity mismatch over the next one year.

Note:1) Transaction of Sales and Purchase (where input tax credit is not available to the company) and outstanding of Trade Payables / Receivable are inclusive of Taxes.

Note:2) The trademark "Vadilal" and its associated trademarks are owned by Vadilal International Pvt. Ltd. The Company is a licensee of the said Trademarks.

Note:3) Pursuant to the agreement signed with Vadilal Industries Limited (VIL) , and approved by shareholders, the pricing of the products to be purchased shall be determined by VIL. As per the pricing policy during current and previous financial year, the Company has received debit note from VIL for rate differences for ? 1.51 crore in March 2024 (PY ? 2.70 crore in March 2023) owing to the additional discounted prices at which the original transactions took place.

Note:4) Previous year figures are shown in bracket

NOTE :43 EMPLOYEE BENEFITS:

1. Post Employment Benefit Plans as per Indian Accounting Standard 19:

Defined Contribution Plan:

The company makes provident fund (PF) contributions to defined contribution benefit plans for eligible employees. Under the scheme the company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions specified under the law are paid to the government authorities (PF commissioner).

Amount towards Defined Contribution Plan have been recognized under "Contribution to Provident and Other funds" in Note 33 ? 1.55 crore (Previous Year: ? 1.44 crore).

Defined Benefit Plan:

The Company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insurance Corporation of India, who invests the funds as per IRDA guidelines. The details of these defined benefit plans recognised in the financial statements are as under:

Gratuity is a defined benefit plan and company is exposed to the Following Risks:

Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability..

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the financial year on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk..

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the financial year and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity analysis, the present value of projected defined benefit obligation has been calculated using Projected Unit Credit Method at the end of the financial year. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

H The principal assumptions used for the purpose of actuarial valuation were as follows :

With the objective of presenting the plan assets and plan liabilities of the defined benefits plans at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.

1 Increase in Debt-Equity ratio is due to increase in capex borrowings for new assets acquired during the current financial year.

2 Decrease in Return on Equity ratio is due to increase in net profit and total equity during the current financial year as compared to previous year.

3 Decrease in Net capital turnover ratio is due to increase in net worth due to profit and increase in debt due to capex borrowings for new assets during the current financial year

4 Decrease in Return on capital employed is due to increase in net worth due to profit and increase in debt due to capex borrowings for new assets during the current financial year

NOTE :47 OTHER STATUTORY INFORMATION:

A The Company has entered into transactions with companies struck- off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956., which is disclosed below :

B The Company have not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:

(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

C The C ompany have 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 Group shall:

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

D The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

E The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as

income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

F The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

G The Company does not have any subsidiary, hence requirment of complying with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 is not applicable.

H The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.

I The company has not entered into any scheme of arrangement which has an accounting impact on current year or previous year. NOTE :48

Based on the report received from the Independent Law Firm and Chartered Accountant Firm, the board of directors in its meeting held on June 28, 2021 on the recommendation of committee of independent directors have decided to close all matters involving allegations & cross allegations levelled by two promoter directors upon each other except the following for which report / findings are yet to be received:

A) Cross allegations between the Promoter Directors, during the period 2013-14 to 2017-18 and 2013-14 to 2018-19 respectively, for the appropriateness of expenses amounting to ? 0.46 crore and ? 0.53 crore respectively.

B) A matter involving operations and management issue wherein marketing expenses of advertisement amounting to ? 38.00 crore paid by the Company during the period 2015-16 to 2018-19, without following the process of the Company.

The Board of Directors believe that above shall not have any material financial impact on the financial statements of the Company for the year ended March 31,2024.

NOTE:49

Board of Directors of the Company in its board meeting held on December 9, 2022 has approved resolution for sale of certain non-core assets of the Company to entities of the Promoter and Promoter group of the Company. However, as complete plan to sell has not been initiated by the management and it is likely that changes of the plan may be made, the sell is considered not to be highly probable. Hence, these assets having written down value of ? 0.66 crore (P.Y. ? 0.74 crore) and Non current investments of ? 0.35 crore (P.Y ? 0.26 crore) as at March 31,2024 are continued to be presented under Property, Plant and Equipment and Non current Investments respectively.

NOTE :50

The Code on Social Security, 2020 (''Code'') has been notified in the Official Gazette of India on September 29, 2020, which could impact the contributions of the Company towards certain employment benefits. The effective date from which changes are applicable is yet to be notified and the rules are yet to be framed. Impact, if any, of the change will be assessed and accounted in the period of notification of the relevant provisions.

NOTE :51

Previous years'' figures have been regrouped and rearranged wherever necessary to make them comply with IND AS.

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Mar 31, 2023

l) Provisions, Contingent Liabilities and Contingent Assets and Commitments

Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the financial year, taking into account the risks and uncertainties surrounding the obligations. When a provision is measured using the cash flow estimated to settle the present obligation, its carrying amount is the present obligations of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no disclosure is made.

m) Revenue Recognition Sale of goods

Revenue is recognised upon transfer of control of goods to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those goods. Revenue from the sale of goods is recognised at the point in time when control is transferred to the customer which is usually on dispatch / delivery. Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, rebates, scheme allowances, price concessions, incentives, and returns, if any, as specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf of the government. Accruals for discounts/incentives and returns are estimated (using the most likely method) based on accumulated experience and underlying schemes and agreements with customers. Due to the short nature of credit period given to customers, there is no financing component in the contract.

Interest Income

Interest income from a financial asset is recognized when it is probable that the economic benefit will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset''s net carrying amount on initial recognition.

n) Employee Benefits

Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences. Defined Contribution Plan:

The Company''s contribution to Provident Fund is considered as defined contribution plans and are charged as an expense based on the amount of contribution required to be made and when services are rendered by the employees.

Defined benefit plans:

For defined benefit plans in the form of gratuity fund, the cost of providing benefits is determined using the Projected Unit Credit method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprising actuarial gains and losses, the effect of the changes to the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge or credit recognized in other comprehensive income in the period in which they occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings and is not reclassified to in the statement of profit and loss. Net interest is calculated by applying the discount rate to the net defined benefit liability or asset.

The Company recognizes the following changes in the net defined benefit obligation as an expense in the statement of profit and loss:

1) Service costs comprising current service costs, gains and losses on curtailments and settlements; and

2) Net interest expense or income

The retirement benefit obligation recognized in the Balance Sheet represents the present value of the defined benefit obligation as adjusted for unrecognized past service cost, as reduced by the fair value of scheme assets. Any asset resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the schemes.

Short-term and Long term employee benefits:

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related services rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange of the related service.

Liabilities recognised in respect of Long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the company in respect of services provided by employees up to the reporting date.

o) Borrowing costs

Borrowing cost includes interest, amortization of ancillary costs incurred in connection with the arrangement of borrowings and exchange differences arising from foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily takes a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

Interest income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization.

All other borrowing costs are recognized in the statement of profit and loss in the period in which they are incurred.

p) Foreign Currencies

In preparing the financial statements of the Company, the transactions in currencies other than the entity''s functional currency (INR) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each financial year, monetary items denominated in foreign currencies are retranslated at the rate prevailing at that date and differences are recognised in statement of Profit and Loss account. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on monetary items are recognized in the statement of profit and loss in the period in which they arise.

q) Taxation

Tax expense represents the sum of the current tax and deferred tax.

Current Tax

The tax currently payable is based on taxable profit for the year. Current tax is measured at the amount expected to be paid to the tax authorities, based on estimated tax liability computed after taking credit for allowances and exemption in accordance with the local tax laws. The Company''s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the financial year.

Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each financial year and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the financial year.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the financial year, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax for the year

Current and deferred tax are recognized in the statement of profit and loss, except when they relate to items that are recognized in other comprehensive income, in which case, the current and deferred tax are also recognized in other comprehensive income.

r) Earnings per share

A basic earnings per share is computed by dividing the profit/(loss) for the year attributable to equity shareholders by the weighted average number of equity shares outstanding during the year. The company did not have any potential to dilutive securities.

s) Recent Accounting announcements

Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31,2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1,2023, as below:

i. Ind AS 1 - Presentation of Financial Statements

The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements.

ii. Ind AS 12 - Income Taxes

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company does not expect this amendment to have any significant impact in its financial statements.

iii. Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.

Notes :

i. The credit period ranges from 30 days to 180 days.

ii. Before accepting any new customer, the Company assesses the potential customer''s credit quality and defines credit limits for customer. Limits attributed to customers are reviewed annually. There are no customers who represent more than 5% of the total balance of trade receivable.

iii. I n determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.

Iv. No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any other person. Further, no trade or other receivables are due from firms or private companies respectively in which any director is a partner, a director or a member except the dues referred in note 42.

v. There are no unbilled receivables, hence the same is not disclosed in the aging schedule.

b) Nature and Purpose of reserve

Capital reserve The company has created capital reserve on account of forfeiture of Equity shares.

Securities premium reserve The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. This reserve is available for utilization in accordance with the provisions of the Companies Act, 2013.

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.

Retained earnings Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

(i) Guranteed Emergency Credit line (GECL) Loan from CSB Bank Ltd. of Rs 393.69 Lacs as on March 31,2023 (Earlier Term loan from Bank of India Rs 263.00 Lacs as on March 31,2022) is secured by way of second charge on Current Assets and Fixed Assets (Excluding Value of Building) of the Company. It is also secured by second charge on Fixed deposit of Rs 150.00 Lacs lying with bank.

(ii) Vehicle loans from HDFC Bank Limited are secured against hypothecation of specific vehicles of the Company.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.

(iv) Term Loans were applied for the purpose for which the loans were obtained.

(v) Refer Note 40 for information about liquidity risk.

(vi) Amount stated in current maturity is disclosed under the head of "Current Borrowings" (Note-22)

(i) Working Capital facilities from CSB Bank Ltd amounting to '' 200.00 Lacs is secured by way of exclusive charge on entire current assets of the company, both present and future and against hypothecation / Equitable mortgage (EQM) of residual value of Fixed Assets (Excluding value of Building) . It is also secured by Fixed Deposit of Rs 150.00 Lacs lying with the Bank.

(ii) The working capital loan from CSB Bank Limited is also secured by Corporate Guarantee of Vadilal Industries Limited along with personal guarantee of Mr Rajesh R Gandhi & Mr Devanshu L Gandhi, directors of the company.

(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.

(iv) Funds raised on Short term basis have not been utilised for long term purposes and are spent for the purpose it were obtained.

(v) The company has obtained Working Capital Loans from a bank on basis of security of inventories and Trade Receivables wherein the quarterly returns as filed with bank is in agreement with the books.

NOTE :38 In FY 2017-18, a petition was filed against the Company and some of its promoters, before the National Company Law Tribunal, Ahmedabad ("NCLT"), under Sections 241 and 242 of the Companies Act, 2013, pertaining to the prevention of oppression and mismanagement of the Company. In the current period, no orders have been passed by the NCLT. The NCLT has adjourned the matter for hearing to June 08, 2023.

NOTE :39 SEGMENT INFORMATION :

The company is primarily engaged in the business segment of "Food Products" which is Ice cream/ Frozen Dessert/ Process Food/ Flavoured Milk and Dairy Products. Information reported to and evaluated regularly by the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessing performance focuses on the business as a whole and accordingly, in the context of Operating Segment as defined under the Indian Accounting Standard 108, there is single reportable segment.

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The Capital structure of the company is based on management''s judgment of its strategic and day-to-day needs with a focus on total equity to maintain investor,creditors and market confidence and to sustain future development and growth of its business. The management and the Board of Directors monitors the return on capital as well as the level of dividends to shareholders.The company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The capital structure of the Company consists of net debt (borrowings as detailed in notes 18 and 22 off set by cash and bank balances and total equity of the Company.

The Company''s financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company''s financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other financial assets. The Company''s business activities are exposed to a variety of financial risks, namely liquidity risk, market risks and credit risks. The company''s senior management has the overall responsibility for establishing and governing the company''s risk management framework.

A) Management of Market Risk

The company''s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:

Interest rate risk

The above risks may affect the company''s income and expenses, or the value of its financial instruments. The company''s exposure to and management of these risks are explained below:

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates.In order to optimize the Company''s position with regards to interest income and interest expenses and to manage the interest rate risk,treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

According to the Company interest rate risk exposure is only for floating rate borrowings. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability outstanding at the end of the financial year was outstanding for the whole year.A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

B) Management of Credit Risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

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 through out each financial year. To assess whether there is a significant increase in credit risk, the company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forward-looking information such as:

1. Actual or expected significant adverse changes in business.

2. Actual or expected significant changes in the operating results of the counterparty.

3. Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations.

4. Significant increase in credit risk on other financial instruments of the same counterparty.

5. Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.

The Company has made a detailed assessment of the recoverability of the Company''s Receivables, as at the Balance Sheet date and has determined an additional overlay on expected credit loss (ECL) amounting to ? NIL (P.Y. ? Nil) during the year ended March 31,2023.

The Ageing analysis of Account receivables has been considered from the date the invoice falls due.

C) Management of Liquidity Risk

Liquidity risk is the risk that the company will face in meeting its obligation associated with its financial liabilities. The Company''s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when they are due without incurring unacceptable losses. In doing this management considers both normal and stressed conditions.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Group''s short-term, medium-term and long term funding and liquidity management requirments. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

NOTE :43 EMPLOYEE BENEFITS:

1. Post Employment Benefit Plans as per Indian Accounting Standard 19:

Defined Contribution Plan:

The company makes provident fund (PF) contributions to defined contribution benefit plans for eligible employees. Under the scheme the company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contributions specified under the law are paid to the government authorities (PF commissioner).

Amount towards Defined Contribution Plan have been recognized under "Contribution to Provident and Other funds" in Note 31 ?144.33 Lacs (Previous Year: ? 136.81 Lacs).

Defined Benefit Plan:

The Company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insurance Corporation of India, who invests the funds as per IRDA guidelines. The details of these defined benefit plans recognised in the financial statements are as under:

Gratuity is a defined benefit plan and company is exposed to the Following Risks:

Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the financial year on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

Notes

1 During the previous year of 2021-22, the business has been partly impacted on account of second wave of COVID-19 and the Company has witnessed lower revenues in domestic ice-cream business in April and May 2021 being the peak period of the ice-cream business. Due to this unforeseen circumstances, operations of the company was impacted, so financial ratios are not comparable for current and previous financial year.

2 Improvement in Debt-Equity ratio is due to increase in total equity due to higher profitability mainly attributable to growth in sales during the current financial year.

3 Increase in Debt Service coverage ratio is due to increase in EBITDA due to increase in profitbility mainly attributable to growth in sales during the current financial year.

4 Increase in Return on Equity ratio is due to increase in Profit and total equity due to increase in profitbility mainly attributable to growth in sales during the current financial year.

5 Increase in Trade receivables turnover ratio is due to growth in turnover during the current financial year.

6 Increase in Trade payables turnover ratio is due to increase in Cost of goods sold attributable to growth in sales during the current financial year.

7 Increase in Net profit ratio is due to increase in Profit due to increase in profitbility mainly attributable to growth in sales during the current financial year.

8 Increase in Return on capital employed is due to increase in Profitability mainly attributable to growth in sales during the current financial year.

ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

C The Company have 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 Group shall:

(i) 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

(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

D The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.

E The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as

income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

F The Company has not been declared wilful defaulter by any bank or financial institution or government or any government authority.

G The Company does not have any subsidiary, hence requirment of compliying with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 is not applicable.

H The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group for

holding any Benami property.

I The company has not entered into any scheme of arrangement which has an accounting impact on current year or previous year

NOTE :47

Based on the report received from the Independent Law Firm and Chartered Accountant Firm, the board of directors in its meeting held on June 28, 2021 on the recommendation of committee of independent directors have decided to close all matters involving allegations & cross allegations levelled by two promoter directors upon each other except the following for which report / findings are yet to be received:

A) Cross allegations between the Promoter Directors, during the period 2013-14 to 2017-18 and 2013-14 to 2018-19 respectively, for the appropriateness of expenses amounting to ? 45.90 lacs and ? 53.39 lacs respectively.

B) A matter involving operations and management issue wherein marketing expenses of advertisement amounting to ? 3800.00 lacs paid by the Company during the period 2015-16 to 2018-19, without following the process of the Company.

The Board of Directors believe that above shall not have any material financial impact on the financial statements of the Company for the year ended March 31,2023.

NOTE :48

Board of Directors of the Company in its board meeting held on December 9, 2022 has approved resolution for sale of certain non-core assets of the Company to entities of the Promoter and Promoter group of the Company. However, as complete plan to sell has not been initiated by the management and it is likely that changes of the plan may be made, the sell is considered not to be highly probable. Hence, these assets having written down value of ? 73.64 lacs and Non current investments of ? 26.14 lacs as at March 31, 2023 are continued to be presented under Property, Plant and Equipment and Non current Investments respectively.

NOTE :49

The Code on Social Security, 2020 (''Code'') has been notified in the Official Gazette of India on September 29, 2020, which could impact the contributions of the Company towards certain employment benefits. The effective date from which changes are applicable is yet to be notified and the rules are yet to be framed. Impact, if any, of the change will be assessed and accounted in the period of notification of the relevant provisions.

NOTE :50

Previous years'' figures have been regrouped and rearranged wherever necessary to make them comply with IND AS.

For Arpi t Patel & Associates For and on behalf of the Board of Directors

Chartered Accountants

_r. . Raiesh R. Gandhi Devanshu L. Gandhi

Firm registration number: 144032W

Chairman Director

(DIN - 00009879) (DIN - 00010146)

A_rpit p_a tel Ranaveersinh Raol Kamal N Varma

P_art_ner Chief Executive Officer Chief Executive Officer

Membership No.: 034032

Rajesh I. Bhagat Ashish Thaker

Chief Financial Officer Company Secretary

Place : Ahmedabad Place : Ahmedabad

Date : May 29, 2023 Date : May 29, 2023

78 | VADILAL ENTERPRISES LIMITED

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Mar 31, 2018

1. COMPANY OVERVIEW:-

Vadilal Enterprises 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 in India. The Company is engaged in the marketing and distribution of the ice cream, dairy products,frozen desserts and process food products of the brand “Vadilal” all over India except ice cream, dairy product and frozen desserts in Maharashtra, Goa, Karnataka, Kerala & Andhra Pradesh.The financial statements for the year ended March 31, 2018 were approved and authorised for issue by the Board of Directors on May 28, 2018.

2) Plant & Machinery includes Deep Freeze Machine & Freezers on Wheels given on cancellable operating lease. Gross Block Rs. 3,694.65 Lacs (as at March 31 ,2017. Rs. 3,562.93 lacs,as at April 1 ,2016 , 14,171.52 lacs ) Accumulated Depreciation Rs. 1,635.82 Lacs (as at March 31 ,2017 Rs. 1,100.08 lacs ,as at April 1 ,2016 Rs. 878.64 lacs) Net Carrying Amount Rs. 2,462.85 (as at March 31 ,2017 Rs. 3,292.88 lacs, as at April 1 ,2016 Rs. 3,292.88 lacs)

Notes :

1. The credit period ranges from 30 days to 180 days.

2. Before accepting any new customer, the Company assesses the potential customer''s credit quality and defines credit limits by customer. Limits attributed to customers are reviewed annually. There are no customers who represent more than 5% of the total balance of trade receivable.

3. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.

4. Borrowings are secured by first paripassu charge on stock ,book debts and other chargeable current assets. (Note 22)

5. Refer Note 37 for information about credit risk and market risk of Trade receivables.

b) Rights, Preferences and Restrictions attached to equity shares:

The company has issued only one class of equity shares having par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share and are entitled to dividend as and when declared. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General meeting.

All Shares rank equally with regard to the company''s residual asset after distribution of all preferential amounts.

c) Shares held by holding/ultimate holding company and/or their subsidiaries / associates

The Company does not have any holding/ultimate holding company and/or their subsidiaries / associates.

Notes

a) On October 01, 2016, a dividend of Rs. 0.80 per share (total dividend Rs. 8.31 lacs) was paid to holders of fully paid equity shares. On October 06, 2017, the dividend of Rs. 0.80 per share (total dividend of Rs. 8.31 lacs) was paid to the holders of fully paid equity shares. The total dividend includes dividend distribution tax at applicable rates.

b) The Board of Directors, in its meeting held on May 28th, 2018, have proposed a final dividend of Rs. 0.80 per equity share for the financial year ended March 31, 2018. The proposal is subject to the approval of shareholders at the Annual General Meeting to be held on September, 2018 and if approved would result in a cash outflow of approximately Rs. 8.31 lacs, including dividend distribution tax.

c) Nature and Purpose of reserve

Capital reserve The company has created capital reserve on account of forfeiture of Equity shares.

Securities premium reserve The amount received in excess of face value of the equity shares is recognised in Securities Premium Reserve. This reserve is available for utilization in accordance with the provisions of the Companies Act, 2013. 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.

Retained earnings Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

* Each EMI includes interest portion also.

(i) Term Loan from Bank of India is secured by way of first hypothecation charge over movable Plant and Machinery Equipments of the company to be purchased out of term loan availed by company. The Term Loan is also secured on first charge by Equitable Mortgage of Immovable properties of the company situated at 1st Floor of Vadilal House,Shrimali Soceity, Navrangpura, Ahmedabad)

(ii) Term Loan from TATA Capital Services Limited is secured by way of hypothecation charge over movable Plant and Machinery Equipment of the company to be purchased out of term loan availed by company.

(iii) The Term Loans from BOI and TATA Capital service Limited are secured by Corporate Guarantee Vadilal Industries Ltd.

(iv) Vehicle loans from HDFC Bank Limited are secured against hypothecation of specific vehicles of the Company.

(v) Equipment Lease and financing transaction for SAP project for Rs. 200 Lacs availed by company from IBM India Pvt, Ltd. is guranteed by some of the Directors and group company.

(vi) Refer Note 39 for information about liquidity risk.

(vii) Amount stated in current maturity is disclosed under the head of “Other Current Financial Liabilities” (Note-24)

(i) Working Capital facilitites from Bank of India is secured by way of first hypothecation charge over stock, book debts and other chargeable current assets. It is also secured on first charge by way of Equitable mortgage of the immovable properties of the company situated at 1st Floor, “Vadilal house”, Shrimali Society, Navrangpura, Ahmedabad

(ii) Working Capital facilitites from Bank of India is secured by Corporate Guarantee Vadilal Industries Ltd.

Note on MSMED:

Information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company. This has been relied upon by the Auditor.

*The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The company has given refundable interest free security deposits under certain agreements.

The company''s weighted average tax rates for the year ended March 31, 2018 and March 31, 2017 were 30.9 % and 30.9% respectively.

Future Cash Outflow in respect of (b) above are determined only on receipt of judgements/decisions pending at various forums/ authorities.

Note : 3

During the year, a Company Petition (being Company Petition No. 42 of 2017) has been filed against the Company, before the National Company Law Tribunal, Ahmedabad (“NCLT”), under Sections 241 and 242 of the Companies Act, 2013. In connection to the said Company Petition No. 42 of 2017, the Petitioners and some of the parties to the petition are seeking to arrive at an amicable resolution of matter.

Note : 4 Segment Information :

The company is primarily engaged in the business segment of “Food Products” which is Ice cream/ Frozen Dessert/ Process Food/ Flavoured Milk and Dairy Products. Information reported to and evaluated regularly by the Chief Operating Decision Maker (CODM) for the purposes of resource allocation and assessing performance focuses on the business as a whole and accordingly, in the context of Operating Segment as defined under the Indian Accounting Standard 108, there is single reportable segment.

Note : 5 Financial Instruments

1. Capital Management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders. The Capital structure of the company is based on management''s judgment of its strategic and day-to-day needs with a focus on total equity to maintain investor, creditors and market confidence and to sustain future development and growth of its business.

The management and the Board of Directors monitors the return on capital as well as the level of dividends to shareholders. The company may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.

The capital structure of the Company consists of net debt (borrowings as detailed in notes 19 and 22 off set by cash and bank balances) and total equity of the Company.

The company''s risk management committee reviews the risk capital structure of the company on semi annual basis. As part of this review the company considers the cost of capital and the risk associated with each class of capital.

i) Debt is defined as long-term borrowings, short-term borrowings and current maturities of long term borrowings (excluding financial guarantee contracts and contingent considerations) as described in notes 19 and 22.

2 Financial risk management

The Company''s financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company''s financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other financial assets. The Company''s business activities are exposed to a variety of financial risks, namely liquidity risk, market risks and credit risks. The company''s senior management has the overall responsibility for establishing and governing the company''s risk management framework. The company has constituted a Risk management committee, which is responsible for developing and monitoring the company''s risk management policies. The company''s risk management policies are established to identify and analyse the risks faced by the company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the company.

A) Management of Market Risk

The company''s size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:

- Interest rate risk

The above risks may affect the company''s income and expenses, or the value of its financial instruments. The company''s exposure to and management of these risks are explained below:

Interest rate risk

Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changes in market interest rates. In order to optimize the Company''s position with regards to interest income and interest expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management by balancing the proportion of fixed rate and floating rate financial instruments in its total portfolio.

According to the Company interest rate risk exposure is only for floating rate borrowings. For floating rate liabilities, the analysis is prepared assuming that the amount of the liability outstanding at the end of the reporting period was outstanding for the whole year. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management''s assessment of the reasonably possible change in interest rates.

Exposure to interest rate risk

Interest rate sensitivity

A change of 100 bps in interest rates would have following Impact on profit before tax.

B) Management of Credit Risk

Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To manage this, the Company periodically assesses financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are set accordingly.

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 through out each reporting period. To assess whether there is a significant increase in credit risk, the company compares the risk of default occurring on asset as at the reporting date with the risk of default as at the date of initial recognition. It considers reasonable and supportive forwarding-looking information such as:

1. Actual or expected significant adverse changes in business.

2. Actual or expected significant changes in the operating results of the counterparty.

3. Financial or economic conditions that are expected to cause a significant change to the counterparty''s ability to meet its obligations.

4. Significant increase in credit risk on other financial instruments of the same counterparty.

5. Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guarantees or credit enhancements.

The Company measures the expected credit loss of trade receivables and loan from individual customers based on historical trend, industry practices and the business environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends. Based on the historical data, loss on collection of receivable is not material hence no additional provision considered.

The Ageing analysis of Account receivables has been considered from the date the invoice falls due.

No Significant changes in estimation techniques or assumptions were made during the year

C) Management of Liquidity Risk

Liquidity risk is the risk that the company will face in meeting its obligation associated with its financial liabilities. The Company''s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when they are due without incurring unacceptable losses. In doing this management considers both normal and stressed conditions.

Ultimate responsibility for liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Group''s short-term, medium-term and long term funding and liquidity managment requirments. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuosly monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.

The following table shows the maturity analysis of the company''s financial liabilities based on the contractually agreed undiscounted cash flows along with its carrying value as at the Balance sheet date.

Note : 1) Transaction of Purchase / Sales and outstanding of Trade Payables / Receivable are inclusive of Taxes.

Note : 2) The trademark “Vadilal” and its associated trademarks are owned by Vadilal International Pvt. Ltd. The Company is a licensee of the said Trademarks.

* Key Managerial Personnel and Relatives of Promoters who are under the employment of the Company are entitled to pos employment benefits and other long term employee benefits recognised as per Ind AS 19 - ''Employee Benefits'' in the financia statements. Post-employment gratuity benefits of Key Managerial Personnel has not been included in (e) above.

Note : 6 EMPLOYEE BENEFITS:

1. Post Employment Benefit Plans as per Indian Accounting Standard 19:

Defined Contribution Plan:

The company makes provident fund (PF) contributions to defined contribution benefit plans for eligible employees. Under thi scheme the company is required to contribute a specified percentage of the payroll costs to fund the benefits. The contribution; specified under the law are paid to the government authorities (PF commissioner).

Amount towards Defined Contribution Plan have been recognized under “Contribution to Provident and Other funds” in Note 32 Rs. 74.97 Lacs (Previous Year: Rs. 60.93 Lacs).

Defined Benefit Plan:

The Company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life Insurance Corporation of India, who invests the funds as per IRDA guidelines. The details of these defined benefit plans recognised in the financial statements are as under:

Gratuity is a defined benefit plan and company is exposed to the Following Risks:

Interest rate risk: A fall in the discount rate which is linked to the G.Sec. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan''s liability.

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default will wipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.

E Investment details of plan assets:

To fund the obligations under the gratuity plan, Contributions are made to Life Insurance Corporation of India, who invests the funds as per IRDA guidelines.

G Sensitivity analysis:

Significant actuarial assumptions for the determination of the defined benefit obligation are discount rate, expected salary increase and mortality. The sensitivity analysis below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

The sensitivity analysis above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity analysis, the present value of projected defined benefit obligation has been calculated using Projected Unit Credit Method at the end of the reporting period. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous period.

H The principal assumptions used for the purpose of actuarial valuation were as follows :

With the objective of presenting the plan assets and plan liabilities of the defined benefits plans at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.

The significant actuarial assumptions were as follows:

1. Other long term employee benefits :

Compensated absences

The liability towards compensated absences (leave encashment) for the year ended March 31, 2018 based on actuarial valuation carried out by using Projected Unit Credit Method is Rs. 109.21 Lacs. (As at march 31, 2017 : Rs. 73.62 Lacs)

Note : 7 First-time Ind-AS adoption reconciliation Transition to Ind As - Reconciliation

The following reconciliations provide a quantification of the effect of significant differences arising from the transition from previous GAAP to Ind AS as required under Ind AS 101:

1. Reconciliation of Balance Sheet as at April 1, 2016 (Transition Date) and March 31, 2017

2. Reconciliation of Profit for the year ended March 31, 2017

3. Reconciliation of Equity as at April 1, 2016 and as at March 31, 2017

4. Reconciliation of Total Comprehensive Income for the year ended March 31, 2017

5. Adjustments to Statement of Cash flow

6. Notes on reconciliation

8 Adjustments to Statement of Cash Flows for the year ended 31st March, 2017

The Ind AS adjustments are either non cash adjustments or are regrouping among the cash flows from operating, investing and financing activities. Consequently, Ind AS adoption has no impact on the net cash flow for the year ended March 31, 2016 as compared with the previous GAAP.

9. Notes on Reconciliation

(a) Under previous GAAP, investments in equity instruments were classified as Long term Investments. Long term investments were carried at cost less diminution in value for other than temporary decline in value of such investments. Under Ind AS 109, Investment in equity instruments of companies other than subsidiaries, joint ventures & associates are classified as FVTPL. On transition to Ind AS, these financial assets have been measured at fair value which is higher/lower than cost as per previous GAAP.

(b) Under Ind AS, security deposit given against operating lease are presented at fair value by discounting it taking lease contract Period and the differential amount has been treated as advance rentals/advance royalty to be amortised as rent/ royalty over the lease period.

(c) Under previous GAAP, dividend recommended by board of directors on equity shares for the reporting period while approving financial statement, subject to its approval by members in general meeting, was being recognised in the financial statements as a liability. Under Ind AS, such dividends are recognised as liability when declared by the members in a general meeting.

(d) Under previous GAAP, actuarial gains and losses were recognised in the statement of profit and loss. Under Ind AS, the actuarial gains and losses form part of re-measurement of net defined benefit liability / asset which is recognised in other comprehensive income in the respective periods. However, the same does not result in difference in equity or total comprehensive income.

(e) Under previous GAAP, upfront fees paid to the lenders is charged to statement of profit and loss as and when incurred. However, Ind AS - 109 “Financial instruments” requires long term debt to be recognised at amortised cost and upfront fees are charged on the basis of effective interest rate method.

(f) Consequent to adoption of Ind AS from April 1, 2016, deferred tax at applicable rates has been recognised on effect of Ind AS adoption and transition on retained earnings as at April 1, 2016 and on impact on profit for the year ended March 31,2017 for the adjustment carried out in the statement of profit and loss.

Note : 10 Standards issued but not yet effective

Appendix B to Ind AS 21, Foreign currency transactions and advance consideration

On March 28, 2018, Ministry of Corporate Affairs (“”MCA””) has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Appendix B to Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

The amendment will come into force from 1 April 2018. The Company is evaluating the requirement of the amendment and the impact on the financial statements. The effect on adoption of Ind AS 21 is expected to be insignificant.”

Ind AS 115 - Revenue from contracts with customers

The Ministry of Corporate Affairs (MCA), on March 28, 2018, notified Ind AS 115, Revenue from Contracts with Customers as part of the Companies (Indian Accounting Standards) Amendment Rules, 2018. The new standard is effective for accounting periods beginning on or after April 1, 2018. The Company is evaluating the disclosure requirements of the amendments and its effect on the financial statements.

Note : 11. Previous years'' figures have been regrouped and rearranged wherever necessary to make them comply with IND AS.

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Mar 31, 2016

1. Term Loan from Bank of India is secured on 1st charge by hypothecation on (i) movable assets of the Company such as Deep Freeze Machines, Refrigerated vehicles, FOW, Push Carts, Tricycles, etc., (ii) stocks of the Company, such as Ice-cream, Mango Pulp, Mango Juice, Frozen Fruits and Vegetables, (iii) Book Debts and Receivables of the Company. The Term Loan is also secured on 2nd charge by hypothecation on specific equipments and machineries financed by Tata Capital Financial Services Limited. The Term Loan is also secured on 1st charge by equitable mortgage by simple deposit of Title Deeds in respect of immovable properties of the Company i.e. 1 st Floor of Vadilal House situated at Shrimali Society, Navrangpura, Ahmedabad.

2. Term Loan from Tata Capital Financial Services Limited is secured on 2nd charge by hypothecation on (i) movable assets of the Company such as Deep Freeze Machines, Refrigerated vehicles, FOW, Push Carts, Tricycles, etc., (ii) stocks of the Company, such as Ice-cream, Mango Pulp, Mango Juice, Frozen Fruits and Vegetables, (iii) Book Debts and Receivables of the Company. The Term Loan is also secured on 1 st charge by hypothecation on specific equipments and machineries financed by Tata Capital Financial Services Limited. The Term Loan is also secured on 2nd charge by equitable mortgage by simple deposit of Title Deeds in respect of immovable properties of the Company i.e. 1st Floor of Vadilal House situated at Shrimali Society, Navrangpura, Ahmedabad.

3. Car Loans from HDFC Bank Limited are secured against Hypothecation of specific vehicles of the Company.

4. Equipment lease and financing transactions for SAP project forRs.2 crores availed by the Company from IBM India Pvt. Ltd., Bangalore is guaranteed by some of the Directors and Group Company.

5. Vehicles amounting to Rs.35.39 lacs (P.Y. Rs.35.39 lacs) are held in the Name of Directors of the company.

6. Gross Block ofRs.8631.04 lacs (P.Y.Rs.7294.90 lacs) and Depreciation up to 31 -03-16 ofRs.4162.02 lacs (P.Y. Rs.3871.52 lacs) include amount ofRs.1282.75 lacs (P.Y.Rs.1258.01 lacs) which represents Fixed Assets fully depreciated and Net Block value of respective fixed assets is Rs.NIL (P.Y.Rs.NIL).Deduction in Gross Block and in Depreciation include written off Deep Freeze Machine & Freezers on Wheels amounting to Rs.440.80 lacs and Rs.391.23 lacs respectively.

7. Plant & Machinery includes Deep Freeze Machine & Freezers on Wheels given on cancellable operating lease. Gross .....Rs.4171.52 lacs (P.Y. Rs.3025.46 lacs) Accumulated Depreciation Rs.878.64 lacs (P.Y.Rs.838.74 lacs) Net Carrying AmountRs.3292.88 lacs (P.Y. Rs.2186.72 lacs)

8. Pursuant to the enactment of Companies Act 2013, the company has applied the estimated useful lives as specified in Schedule II ,except in respect of certain assets as disclosed in Accounting Policy on Depreciation, Amortization. Accordingly the unamortized carrying value is being depreciated/amortized over the revised/remaining useful lives. The written down value of Fixed Assets whose live have expired as at 1 st April 2014 have been adjusted net of deferred tax, in the opening balance of General Reserve amounting to Rs.NIL (P.Y. Rs.52.40 lacs)

9. Deep Freeze Machine & Freezers on Wheels purchased & returned back to the Vendor during the year ofRs.2.90 Lacs is shown Net off in addition of Plant & Machineries during the year ofRs.1837.30 Lacs.

10. Certain balances of receivables, payables, loans and advances and deposits from dealers/distributors are subject to confirmation. Any adjustments, if required, would be made at the time of reconciliation/settlement of the Accounts.

11. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2016. Hence, the information required under the Micro, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

12. REMUNERATION TO CHAIRMAN & MANAGING DIRECTOR

Salaries, wages, allowances, Bonus etc includesRs.NIL towards managerial remuneration.

13. The company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident Fund contributions made to “Government Administrated Provident Fund” are treated as defined contribution plan since the company has no further obligations beyond its monthly contributions. Gratuity is treated as defined benefit plan, and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India. Leave encashment is considered as defined benefit plans is administrated by making contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sick leave is considered as defined benefit plan and it remains unfunded.

14. Related Party Transactions as per Accounting Standard 18:

15. Name of related party and description of relationship with whom transactions taken place.

16. Group of Individuals having significant influence over the company & relatives of such individuals.

17. Rajesh R. Gandhi

18. Devanshu L. Gandhi

19. Nija K. Gandhi

20. Director’s Sitting fees is shown separately in accounts.

21. Figures in bracket relates to previous year.

22. Transaction of Purchase / Sales are shown net of VAT/CST and Outstanding of Trade Payables / Receivable are inclusive of VAT / CST

23. Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable as the company’s primary segment is food products which is Ice Cream/Frozen Dessert, Process Food, Flavored Milk & Dairy Products which mainly have similar risk & return. Similarly, as the company sells its products in India there are no reportable geographical Segments.

24. Operating Leases as per Accounting Standard 19:

25. The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The company has given refundable interest free security deposits under certain agreements.

26. Lease payments are recognized as expense in the Statement of Profit & Loss under “Other Expenses” in Note 25.

27. Earning per share as per Accounting Standard 20:

28. The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the Statement of profit & loss.

29. The weighted average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y.8,62,668).

30. Previous year’s figures have been regrouped wherever necessary to make them comparable with figures of the current year.

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Mar 31, 2015

Note No.1.

Company Information

Vadilal Enterprise 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 in India. The Company is engaged in the marketing and distribution of the Ice cream and frozen deaserts and Process food products of the brand "Vadilal" all over India except Ice cream and frozen desserts in Maharashtra, Goa, Karnataka, Kerala & Andhra Pradesh.

Note No.2

Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The company declares & pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General meeting. During the year ended 31 March 2015,the amount of per share dividend recognized as distributions to equity shareholders was Rs. 0.80 (P.Y.Rs.0.80)

In the event of liquidation of the company,the holders of equity shares will be entitled to receive remaining assets of the company,after distribution of all preferential amounts. The distribution will be distributed in the number of equity shares held by the shareholders.

The company does not have any holding company.

The company has not issued any bonus shares,or shares for consideration other than cash or bought back equity shares during the year or for the period of five years immediately preceding the date of balance sheet.

Note No.3

(i) (Secured on 1st charge by hypothecation on (i) movable assets of the company such as Deep Freeze Machines, Refrigerated Vehicles,FOW, Push Carts,Tricycles etc.(ii) stocks of the company, such as Ice-Cream, Mango Pulp, Mango Juice, Frozen Fruits & Vegetables (iii) Book Debts and Receivables of the company. Also secured on 2nd charge by hypothecation on specific equipments and machineries financed by Tata Capital Financial Services Ltd.)

(Also Secured on 1st charge by Equitable Mortgage by simple deposit of Title Deeds in respect of immovable properties of the company I.e.First Floor of Vadilal House situated at Shrimali Soc.,Navrangpura, Ahmedabad) (Guaranteed by some of the Directors & group Company)

(ii) Car loans are secured against hypothication of specific vehicles of the Company.

(iii) (Guaranteed by some of the Directors and a group company)

(iv) (Secured on 2nd charge by hypothecation on (i) movable assets of the company such as Deep Freeze Machines, Refrigerated vehicles,FOW, Pushcarts,Tricycles etc. (ii) stocks of the company, such as Ice-Cream, Mango Pulp, Mango Juice,Frozen Fruits & Vegetables,(iii) Book Debts and Receivables of the Company. Also secured on 1st charge by hypothecation on specific equipments and machineries financed by Tata Capital Financial Services Ltd.

Note No.4

CONTINGENT LIABILITIES NOT PROVIDED FOR :

As on As on 31-03-2015 31-03-2014 (Rs. In Lacs) (Rs. In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For. (net of advances) 1524.46 758.20

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax 124.82 63.38

(ii) Others 35.20 35.21

(iii) Income Tax 57.46 08.89

(c) Guarantees given by the company against Term Loans given to company 800.00 800.00

in which Directors are interested Outstanding against this as at 31.03.2015 85.75 200.03

Note : Future Cash outflows in respect of 27.1 (b) above depends on ultimate settlement / conclusions with the relevant authorities.

Note No. 5

Certain balances of receivables, payables, loans and advances and deposits from dealers/distributors are subject to confirmation. Any adjustments,if required, would be made at the time of reconciliation/settlement of the Accounts.

Note No. 6

Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2015. Hence, the informations required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

Note No. 7

REMUNERATION TO CHAIRMAN & MANAGING DIRECTOR:

Salaries,Wages, Allowances, Bonus etc. includes Rs. Nil towards managerial remuneration.

Note No. 8

MAT CREDIT ENTITLEMENT:

On the basis of projection for future profit, the company project, to pay normal income tax within specified period. Based on this assumption the company has taken MAT Credit of Rs. 9.35 Lacs (P.Y. NIL) and deducted from tax provision made during the year and shown as MAT credit entitlement of total amounting to Rs. 9.35 Lacs as on 31.03.2015 (P.Y. Rs. NIL)

Note No. 9

Disclosure under Accounting Standards

Note No. 10

Disclosure as per Accounting Standard 15 (Revised) Employee Benefits:

(i) Defined Contribution Plans:

Amount of Rs. 64.91/- Lacs (P.Y. Rs. 60.43/-Lacs) is recognised as expenses and included in Employee Benefit Expenses" (Note 24) in the statement of Profit and Loss.

(ii) Defined Benefit Plans:

i) The company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident Fund contributions made to "Government Administrated Provident Fund" are treated as defined contribution plan since the company has no further obligations beyond its monthly contributions. Gratuity is treated as defined benefit plan, and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India. Leave encashment is considered as defined benefit plans is administrated by making contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sick leave is considered as defined benefit plan and it remains unfunded.

Note No. 11

Related Party Transactions as per Accounting Standard 18:

A) Name of related party and description of relationship with whom transactions taken place.

1) Group of Individuals having significant influence over the company & relatives of such individuals.

a) Devanshu L. Gandhi

b) Rajesh R. Gandhi

c) Virendra R. Gandhi

d) Nija K.Gandhi

e) Ashtha R. Gandhi

2) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Forex Consultancy Services Ltd.

e) Vadilal Marketing Private Ltd.

f) Valiant Construction Pvt. Ltd.

Note No. 12

Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment of other trading operations in food products does not exceed 10% of total revenue. Similarly as company sells its products in India there are no reportable geographical Segments.

Note No. 13

Operating Leases as per Accounting Standard 19:

(a) The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreable terms. The company has given refundable interest free security deposits under certain agreements.

(b) Lease payments are recognised as expense in the Statement of Profit & Loss under "Other Expenses" in Note 25"

Note No. 14

Earning per share as per Accounting Standard 20:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the Statement of profit & loss.

b) The weigthed average number of equity shares used as the denominator in calculating both basic & diluted Rs. 8,62,668 (P.Y. Rs. 8,62,668).

Note No. 15

Previous year's figures have been regrouped wherever necessary to make them comparable with figures of the current year.

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Mar 31, 2014

Terms/rights attached to equity shares

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The company declares & pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General meeting.

During the year ended 31 March 2014, the amount of per share dividend recognized as distributions to equity shareholders was Rs.0.80 (P.Y.Rs. 1.2)

In the event of liquidation of the company,the holders of equity shares will be entitled to receive remaining assets of the company,after distribution of all preferential amounts. The distribution will be distributed in the number of equity shares held by the shareholders.

The company does not have any holding company.

The company has not issued any bonus shares,or shares for consideration other than cash or bought back equity shares during the year or for the period of five years immediately preceding the date of balance sheet.

Details of shareholders holding more than 5 % shares in the company.

As per records of the company,including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

* Each EMI includes interest portion also.

(i) (Secured on 1st charge by hypothecation on movable assets of the company such as Deep Freeze Machines, Refrigerator Vehicles,FOW, Push Carts,Tricycles etc. and also secured on 2nd charge by hypothecation on current assets of the company namely;stock such as Ice-Cream,Mango Pulp,Mango Juice,Frozen ,Fruits & Vegetables etc.) (Also Secured by Equitable Mortgage by simple deposit of Title Deeds in respect of immovable property of the company I.e. First Floor of Vadilal House situated at Shrimali Soc.,Navrangpura, Ahmedabad)

(Guaranteed by some of the Directors and a group company )

(ii) Car loans are secured against hypothication of specific vehicles of the Company.

(iii) (Guaranteed by some of the Directors and a group company )

(iv) (1st and exclusive charge of equipments purchased/to be purchased out of TCFSL Fund.)

(Guaranteed by some of the Directors and a group company )

As on As on 31-03-2014 31-03-2013 (Rs In Lacs) (Rs In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For. (net of advances) 758.20 184.25

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax 63.38 63.38

(ii) Others 35.21 20.29

(iii) Income Tax 8.89 12.87

(c) Guarantees given by the company against Term Loans given to company in which Directors are interested 800.00 800.00

Outstanding against this as at 31.03.2014 200.03 314.31

Note : Future Cash outflows in respect of 27.1 (b) above depends on ultimate settlement/conclusions with the relevant authorities.

1.2. Certain balances of receivables, payables, loans and advances and deposits from dealers/distributors are subject to confirmation.Any adjustments,if required, would be made at the time of reconciliation/settlement of the Accounts.

1.3. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2014. Hence, the informations required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

1.4 Short Term Loans & Advances includes Loan of Rs.1272.79 Lacs given to party and Other Current Assets includes interest receivable Rs.133.46 lacs on account of interest income accounted during the year on said loan, where confirmation of the party is pending. Subsequent to the year end, pursuant to the agreement, the company has assigned the abovementioned both outstanding amount by way of assignment to a third Party, with all rights, and the same amounts have been paid by the assignee.

1.5.REMUNERATION TO CHAIRMAN & MANAGING DIRECTOR:

Salaries,Wages, Allowances, Bonus etc.includes Rs.Nil towards managerial remuneration as under :-

As the future liability for Gratuity and leave encashment is provided on acturial basis for the company as a whole,the amount pertaning to directors is not ascertainable and not included above.

2.1 Disclosure as per Accounting Standard 15 (Revised) Employee Benefits:

(i) Defined Contribution Plans:

Amount of Rs.60.43/- Lacs (P.Y. Rs.55.51/- Lacs) is recognised as expenses and included in Employee Benefit Expenses" (Note 24) in the statement of Profit and Loss.

(ii) Defined Benefit Plans:

(a) Changes in present value of defined benefit obligation :

i) The company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident Fund contributions made to "Government Administrated Provident Fund" are treated as defined contribution plan since the company has no further obligations beyond its monthly contributions. Gratuity is treated as defined benefit plan and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India. Leave encashment is considered as defined benefit plans is administrated by making contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sick leave is considered as defined benefit plan and it remains unfunded.

2.2 Related Party Transactions as per Accounting Standard 18:

A) Name of related party and description of relationship with whom transactions taken place.

1) Group of Individuals having significant influence over the company & relatives of such individuals.

a) Devanshu L. Gandhi

b) Rajesh R. Gandhi

c) Virendra R. Gandhi

d) Nija K.Gandhi

e) Aastha R. Gandhi

2) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Forex and Consultancy Services Ltd.

a) Payment to key management personnel in form of Managing Director''s remuneration is shown in Note No. 27.5 )

b) Director''s Sitting fees is shown seperately in accounts.

c) Figures in bracket relates to previous year.

d) Transaction of Purchase / Sales are shown net of VAT/CST and Outstanding of Trade Payables / Receivable are inclusive of VAT / CST

2.3 Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment of other trading operations in food products does not exceed 10% of total revenue. Similarly as company sells its products in India there are no reportable geographical Segments.

2.4 Operating Leases as per Accounting Standard 19:

(a) The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreable terms. The company has given refundable interest free security deposits under certain agreements.

(b) Lease payments are recognised as expense in the Statement of Profit & Loss under "Other Expenses" in Note 25 "

2.5 Earning per share as per Accounting Standard 20:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the Statement of profit & loss.

b) The weigthed average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y.8,62,668).

3. Previous year''s figures have been regrouped wherever necessary to make them comparable with figures of the current year.

---

Mar 31, 2013

Company Information

Vadilal Enterprise 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 & Ahmedabad stock Exchange in India. The Company is engaged in the marketing and distribution of the Ice cream and frozen deaserts and Process food products of the brand "Vadilal" all over India except Ice cream and frozen desserts in Maharashtra, Goa, Karnataka, Kerala & Andhra Pradesh.

1.1.CONTINGENT LIABILITIES NOT PROVIDED FOR :

As on As on 31-03-2013 31-03-2012 ( In Lacs) ( In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For. (net of advances) 184.25 21.27

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax 63.38 56.53

(ii) Others 20.29 20.77

(iii) Income Tax 12.87 20.21

(c) Guarantees given by the company against Term Loans given to company 800.00 800.00 in which Directors are interested

Outstanding against this as at 31.03.2013 314.31 428.59



Note : Future Cash outflows in respect of 1 (b) above depends on ultimate settlement / conclusions with the relevant authorities.

1.2. Certain balances of receivables, payables, loans and advances and deposits from dealers/distributors are subject to confirmation.Any adjustments,if required, would be made at the time of reconciliation/settlement of the Accounts.

1.3. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2013. Hence, the informations required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

2.1 Related Party Transactions as per Accounting Standard 18:

a) Name of related party and description of relationship with whom transactions taken place.

1) Key Management Personnel :

A) Ramchandra R. Gandhi (up to 03-11-2012)

2) Relatives of key Management Personnel :

a) Rajesh R. Gandhi

b) Virendra R. Gandhi

c) Nija K.Gandhi

d) Aastha R. Gandhi

3) Group of Individuals having significant influence over the company & relatives of such individuals. a) Devanshu L. Gandhi

4) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Forex Consultancy Services Ltd.

2.2 Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment of other trading operations in food products does not exceed 10% of total revenue.

Similarly as company sells its products in India there are no reportable geographical Segments.

2.3 Operating Leases as per Accounting Standard 19:

(a) The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreable terms. The company has given refundable interest free security deposits under certain agreements.

(b) Lease payments are recognised as expense in the Statement of Profit & Loss on a Straight Line basis over the lease term under "Other Expenses" in Note 24 "

2.4 Earning per share as per Accounting Standard 20:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the Statement of profit & loss.

b) The weigthed average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y.8,62,668).

3. Previous year''s figures have been regrouped wherever necessary to make them comparable with figures of the current year.

---

Mar 31, 2012

Terms/rights attached to equity shares :

The company has only one class of equity shares having a par value of Rs.10 per share. Each holder of equity share is entitled to one vote per share. The company declares & pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General meeting.

During the year ended 31 March 2012,the amount of per share dividend recognized as distributions to equity shareholders was Rs.1.2 (P.Y.Rs. 1.2)

In the event of liquidation of the company,the holders of equity shares will be entitled to receive remaining assets of the company,after distribution of all preferential amounts. The distribution will be distributed in the number of equity shares held by the shareholders.

The company does not have any holding company.

The company has not issued any bonus shares,or shares for consideration other than cash or bought back equity shares during the year or for the period of five years immediately preceding the date of balance sheet.

* Each EMI includes interest portion also.

(i) ( Secured on 1st charge by hypothecation on movable assets of the company such as Deep Freeze Machines, Refrigerator Vehicles,FOW, Push Carts,Tricycles etc. and also secured on 2nd charge by hypothecation on current assets of the company namely;stock such as Ice-Cream, Mango Pulp, Mango Juice, Frozen Fruits & Vegetables etc.) (Also Secured by Equitable Mortgage by simple deposit of Title Deeds in respect of immovable property of the company i.e.First Floor of Vadilal House situated at Shrimali Soc.,Navrangpura, Ahmedabad)

(Guaranteed by some of the Directors and a Group Company )

(ii) Car loans are secured against hypothecation of specific vehicles of the Company.

[1] Vehicle includes vehicles taken on hire purchase:

Gross Block Rs.41.29/- lacs (P.Y.Rs.41.29/- lacs)

Accumulated Depreciation Rs. 15.48/- lacs (P.Y. Rs. 11.55/- lacs)

Net Carrying Amount Rs.25.81 /- lacs (P.Y. Rs. 29.74/- lacs)

[2] Vehicles includes Vehicles amounting to Rs. 35.39/- Lacs (P.Y. Rs.35.39 /-lacs) which are held in the Name of Directors of the company.

[3] Gross Block of Rs. 4507.43/- lacs (P.Y. Rs. 3966.23/- lacs) and Depreciation up to 31-03-12 of Rs.2670.66/- lacs (P.Y. Rs. 2532.06/-lacs) include amount of Rs.920.48/- lacs (P.Y. Rs. 798.05/- lacs) which represents Fixed Assets fully depreciated and Net Block value of respective fixed assets is Rs. NIL (P.Y. Rs. NIL).

[4] Plant & Machinery includes Deep Freeze Machine & Freezers on Wheels given on operating lease.

Gross Block Rs. 268.71/- lacs (P.Y. Rs. NIL)

Accumulated Depreciation Rs. 17.85/- lacs (P.Y. Rs. NIL)

Net Carrying Amount Rs. 250.86/- lacs (P.Y. Rs. NIL )

Company Information

Vadilal Enterprise 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 & Ahmedabad stock Exchange in India. The Company is engaged in the marketing and distribution of the Ice cream and frozen desserts and Process food products of the brand "Vadilal" all over India except Maharashtra, Goa, Karnataka, Kerala & Andhra Pradesh.

CHANGE IN THE ACCOUNTING POLICY

Presentation and disclosure of financial statements:

During the year ended 31 March 2012, the revised Schedule VI notified under the Companies Act 1956, has become applicable to the company, for preparation and presentation of its financial statements. The adoption of revised Schedule VI dose not impact recognition and measurement principles followed for preparation of financial statements. However, it has significant impact of presentation and disclosures made in the financial statements. The company has also reclassified the previous year figures in accordance with the requirements applicable in the current year. Additional information to the Financial Statements

1.1. CONTINGENT LIABILITIES NOT PROVIDED FOR:

As on As on 31-03-2012 31-03-2011 (Rs.In Lacs) (Rs.In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For. 21.27 39.27

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax 56.53 31.14

(ii) Others 20.77 20.77

(iii) Income Tax 20.21 20.21

(c) Guarantees given by the company against Term Loans given 800.00 800.00 to company in which Directors are interested Outstanding against this as at 31.03.2012 428.59 542.87

Note: Future Cash outflows in respect of 1 (b) above depend on ultimate settlement / conclusions with the relevant authorities.

1.2. Certain balances of receivables, payables, loans and advances and deposits from dealers/distributors are subject to confirmation. Any adjustments, if required, would be made at the time of reconciliation/settlement of the Accounts.

1.3. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2012. Hence, the information required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

1.4. In pursuance of agreement entered between the Vadilal Enterprise Ltd. and Vadilal forex cons. Services Ltd, dated 31-03-2012, the company has transferred assets and liabilities of forex division of the company to Vadilal forex Consultancy services ltd at an agreed consideration of Rs.120 lacs on March 31, 2012. Surplus of Rs. 24.23 lacs arising on this transfer is shown as exceptional item in statement of Profit and loss of the company.

Note:-Amount not available for Experience adjustment on plan liabilities and on plan Assets as per actuarial certificate for Gratuity Plan up to Previous Years.

(h) The company expects to fund Rs.11.80/- Lacs (P.Y. Rs.10.76 Lacs) towards gratuity plan and Rs. 35.00/- Lacs (P.Y. Rs. 31.69/

- Lacs) towards Provident Fund plan during the year 2012-13.

Notes:

i) The company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident Fund contributions made to "Government Administrated Provident Fund" are treated as defined contribution plan since the company has no further obligations beyond its monthly contributions. Gratuity is treated as defined benefit plan, and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India. Leave encashment is considered as defined benefit plans is administrated by making contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sick leave is considered as defined benefit plan and it remains unfunded.

2.1 Related Party Transactions as per Accounting Standard 18:

a) Name of related party and description of relationship with whom transactions taken place.

1) Key Management Personnel:

A) Ramchandra R. Gandhi

2) Relatives of key Management Personnel:

a) Rajesh R. Gandhi

b) Virendra R. Gandhi

c) Nija K.Gandhi

3) Group of Individuals having significant influence over the company & relatives of such individuals. a) Devanshu L. Gandhi

4) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Forex and Consultancy Services Ltd. (Formaly known as Vadilal Hapinezz Parlour Ltd.)

Note :

a) Payment to key management personnel in form of Managing Director's remuneration is shown in Note No. 27.5).

b) Director's Sitting fees is shown seperately in accounts.

c) Figures in bracket relates to previous year.

d) Transaction of Purchase are shown net of VAT/CST and Outstanding of Trade Payables are inclusive of VAT/CST

e) Vadilal Forex and Consultancy Services Ltd. Is earlier as Vadilal Happinezz Parlour Ltd.

2.2 Segment information as per Accounting Standard 17:

Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of Segment of other trading operations in food products does not exceed 10% of total revenue. Similarly as company sells its products in India there are no reportable geographical Segments.

2.3 Operating Leases as per Accounting Standard 19:

(a) The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The company has given refundable interest free security deposits under certain agreements.

(b) Lease payments are recognised as expense in the Statement of Profit & Loss on a Straight Line basis over the lease term under "Other Expenses" in Note 24 "

2.4 Earning per share as per Accounting Standard 20:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the Statement of profit & loss.

b) The weighted average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y.8,62,668).

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Mar 31, 2011

1. CONTINGENT LIABILITIES NOT PROVIDED FOR :

As on As on

31-03-2011 31-03-2010

(Rs In Lacs) (Rs In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For (net of advances). 214.45 260.85

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax* 31.14 9.52

(ii) Others 20.77 20.77

(iii) Income Tax* 20.21 15.51

(c) Outstanding amount of bills accepted by the company 1106.93 1639.88

(d) Guarantees given by the company against Term Loans 800.00 800.00 given to company in which Directors are interested

Outstanding against this as at 31.03.2011 542.87 685.72

*(Disputed Statutory dues pending at Office of Deputy Commissioner (Appeal)

Note : Future Cash outflows in respect of 1 (b) above depends on ultimate settlement / conclusions with the relevant authorities.

2. Certain balances of debtors, creditors, loans and advances and deposits from dealers/distributors are subject to confirmation. Any adjustments,if required, would be made at the time of reconciliation/settlement of the Accounts.

3. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at 31st March 2011. Hence, the informations required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

The Computation of net profit U/s 349 of The Companies Act 1956 is not given as no commission is paid to the Managing Director in view of inadequate profit as per such computation.

4. (a) The Company has taken various residential, office and godown premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months to 36 months under leave and license or longer for other leases and are renewable by mutual consent on mutually agreeable terms. The company has given refundable interest free security deposits under certain agreements.

(b) Lease payments are recognised as expense in the Profit & Loss Statement on a Straight Line basis over the lease term under "Rent" in Schedule 18 "Selling, Distribution & Other Expenses".

5. Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment other than trading operations in food products does not exceed 10% of total revenue.Similarly as company sells its products in India there are no reportable geographical segments.

6. EARNINGS PER SHARE:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the profit & loss account.

b) The weigthed average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y.8,62,668).

7. RELATED PARTY DISCLOSURES:

a) Name of related party and description of relationship with whom transactions taken place.

1) Key Management Personnel

a) Shri Ramchandra R. Gandhi

2) Relative of Key Management Personnel

a) Shri Rajesh R. Gandhi

b) Shri Virendra R. Gandhi

c) Nija K.Gandhi

3) Group of Individuals having significant influence over the company & relatives of such individuals. a) Shri Devanshu L. Gandhi

4) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Hapinezz Parlour Ltd.

Note : a) Payment to key management personnel in form of Managing Director's remuneration is shown in Note No. 4.

b) Sitting fees to the other Directors is disclosed elsewhere in accounts.

c) Figures in bracket relates to previous year.

8. (i) Defined Contribution Plans :

Amount of Rs. 37.41/-Lacs (P.Y. Rs. 26.01/-Lacs) is recognised as expenses and included in "Employee's Expenses" (schedule 17.1) in the Profit and Loss Account.

Note:-Amount not available for Experience adjustment on plan liabilities and on plan Assets as per acturial certificate for Gratuity Plan and Leave Encashment.

(h) The company expects to fund Rs. 5.00/- Lacs (P.Y.Rs. 15.45/- Lacs) towards gratuity plan and Rs.15.00/- Lacs (P.Y.Rs. 9.05/- Lacs) towards Provident Fund plan during the year 2011-12.

Notes: i) The company provides retirement benefits in the form of Provident Fund, Gratuity and Leave Encashment. Provident Fund contributions made to "Government Administrated Provident Fund" are treated as defined contribution plan since the company has no further obligations beyond its monthly contributions. Gratuity is treated as defined benefit plan, and is administrated by making contributions to Group Gratuity Scheme of Life Insurance Corporation of India. Leave encashment is considered as defined benefit plan is administrated by making contributions to the Group Leave Encashment Scheme of Life Insurance Corporation of India and sick leave is considered as defined benefit plan and it remains unfunded.

9. Previous year figures have been regrouped/rearranged wherever necessary to make them comparable with current year figures

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Mar 31, 2010

1. CONTINGENT LIABILITIES NOT PROVIDED FOR :

As on As on

31-03-2010 31-03-2009

(Rs In Lacs) (Rs In Lacs)

(a) Estimated amount of Contracts remaining to be executed on Capital account and not provided For (net of advances). 260.85 39.84

(b) Claims against the Company not acknowledged as debt / against which appeal has been filed.

(i) Sales Tax* 9.52 9.52

(ii) Others 20.77 18.80

(iii) Income Tax* 15.51 28.50

(c) Outstanding amount of bills accepted by the company 1639.88 850.43

(d) Guarantees given by the company against Term Loans 800.00 800.00 given to company in which Directors are interested

Outstanding against this as at 31.03.2010 685.72 800.00

*(Disputed Statutory dues pending at Office of Deputy Commissioner of Tax)

Note : Future Cash outflows in respect of 1 (b) above depends on ultimate settlement / conclusions with the relevant authorities.

2. Certain balances of debtors, creditors, loans and advances and deposits from dealers/distributors are subject to confirmation.Any adjustments,if required, would be made at the time of reconciliation/settlement of the Accounts.

3. Based on the information available with the company, there are no suppliers who are registered under the Micro, Small & Medium Enterprises Development Act, 2006 as at31st March 2010. Hence, the informations required under the Mirco, Small & Medium Enterprises Development Act, 2006 is not disclosed. This is relied upon by Auditors.

4. Segment Reporting as defined in Accounting Standard 17 is not applicable since revenue of segment other than trading operations in food products does not exceed 10% of total revenue.Similarly as company sells its products in India there are no reportable geographical segments.

5. EARNINGS PER SHARE:

a) The amount used as the numerator in calculating basic and diluted earnings per share is the net profit for the year disclosed in the profit & loss account.

b) The weigthed average number of equity shares used as the denominator in calculating both basic & diluted earnings per share is 8,62,668 (P.Y. 8,70,148).

6. RELATED PARTY DISCLOSURES:

a) Name of related party and description of relationship with whom transactions taken place.

1) Key Management Personnel

a) Shri Ramchandra R. Gandhi

2) Relative of Key Management Personnel

a) Shri Rajesh R. Gandhi

b) Shri Virendra R. Gandhi

3) Group of Individuals having significant influence over the company &relatives of such individuals. a) Shri Devanshu L. Gandhi

4) Enterprises owned or significantly influenced by group of individuals or their relatives who have significant influence over the company.

a) Vadilal Industries Ltd.

b) Vadilal Soda Fountain.

c) Vadilal International Pvt Ltd.

d) Vadilal Hapinezz Parlour Ltd.

7. On technical evalution considering the usage, life and place of display of Glow sign board, the company has from current year decided to treat such Glow sign Boards as advertisement expenses, which hitherto was capitalised.Current year amount charged off as expense under Advertisement, Sales Promotion & Publicity Expenses on account of Glow sign boards purchased during the year amounts to Rs. 128.69 lacs.