Notes to Accounts of Vadilal Industries Ltd.

Mar 31, 2025

n) 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.

Contingent Assets are not recognised but disclosed in the Financial Statements when economic inflow is probable.

o) Revenue Recognition
Sale of Goods

The Company earns revenue primarily from sale of manufactured ice-creams. It has applied the principles laid down in
Ind AS 115 and determined that there is no change required in the existing revenue recognition methodology. In case of
sale to domestic customers, most of the sale is made on ex-factory basis and revenue is recognised when the goods are
dispatched from the factory gates. In case of export sales, revenue is recognised on shipment date or goods are made
available to customer.

Revenue is measured at the fair value of the consideration received or receivable net of returns and allowances, trade
discounts and volume rebates, taking into account contractually defined terms of payment excluding taxes or duties
collected on behalf of the government.

Assets and liabilities arising from rights to return
Right to return assets

A return right gives an entity a contractual right to recover the goods from a customer (return asset), if the customer
exercises its option to return the goods and obtain a refund. The asset is measured at the former carrying amount of the
inventory, less any expected costs to recover the goods, including any potential decreases in the value of the returned
goods.

Refund liabilities

A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer. The
Company has therefore recognized refund liabilities in respect of customer''s right to return. The liability is measured at the
amount the Company ultimately expects it will have to return to the customer. The Company updates its estimate of refund
liabilities (and the corresponding change in the transaction price) at the end of each reporting period.

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.

p) Government Grant

Government grants are not recognized until there is reasonable assurance that the Company will comply with the
conditions attaching to them and that the grants will be received.

Government grants are recognized in profit and loss on a systematic basis over the periods in which the Company
recognises as expenses the related costs for which the grants are intended to compensate.

Export incentives under various schemes notified by government are accounted for in the year of exports based on
eligibility and when there is no uncertainty in receiving the same.

q) 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 financial year
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.

r) 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.

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 year in which they are incurred.

s) 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 year in which they
arise.

t) 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.

u) Earnings Per Share

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 dilutive
securities in any period presented.

v) Recent accounting pronouncements

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.

b) Nature and Purpose of Reserve

Capital Reserve : The company has created capital reserve out of investment utilization reserve written back and forfeited 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. In case of equity-
settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted
as securities premium reserve.

Revaluation Reserve The company has created revaluation reserve out of revaluation of land carried out as at April 1,2016.

General Reserve The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.
As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive
income, items included in the general reserve will not be reclassified subsequently to profit and loss.

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.

A Working Capital facility from banks namely ICICI Bank, IndusInd Bank & IDBI Bank aggregating to ? 100.00 crore under multiple
banking arrangement are secured / will be secured by way of Mortgage on immovable properties and hypothecation on movable
properties of the Company situated at the following places by way of 2nd charge on pari-passu basis.

(i) Land and Building together with all plant and machineries situated at Village Dharampur, forming part of New Survey Nos.
3645 i.e. Old Survey Nos. 970/1 (Survey No. 970 (Paiki) and New Survey Nos. 3642, 3643, 3644 and 3646 i.e. Old Survey Nos.
962/1,966, 969 and 970/2 and New Survey No. 3647 i.e. Old Survey No. 970 (Paiki) Mouje Dharampur of Dharampur Taluka,
Dist. Valsad.

(ii) Land and Building together with all plant and machineries situated at New Survey No.1663 i.e. Amalgamated Survey
No.637/13/1 (Old Survey No. 637/14, 637/16, 637/13/2, 637/15, 643/2, 643/1,637/13/1) situated Village: Pundhra, Tal.: Kalol,
Dist.: Gandhinagar (Ice-cream Plant)

(iii) Land and Building together with all plant and machineries being Unit - I, situated at Plot No. D-24 & F-12 and Unit - II, being
Plot No. D-23 and D-22, F-11/14/15 situated at Parsakhera Industrial Estate, Bareilly, U.P. (Leased Property) (Ice-cream Plant)

B The above Working Capital facilities are also secured by way of Hypothecation on entire current assets of the Company on 1st pari-
passu charge basis.

C The above Working Capital facilities are also secured by Personal Guarantee of Mr. Rajesh R. Gandhi, Executive Director and Mr.
Devanshu L. Gandhi, Executive Director of the Company.

D Cash Credit facility from The Kalupur Commercial Co-operative Bank Ltd. of ? 35.00 Crore is secured by pledge of Raw Material
stocks and Personal Guarantee of Mr. Rajesh R. Gandhi, Executive Director and Mr. Devanshu L. Gandhi, Executive Director of the
Company.

E Secured Borrowing i.e. Working Capital facility & Term Loan Facility availed from Banks / FIs carries interest @ 9.50 % to 11.20 %.

F Secured Borrowing i.e. GECL facility availed from Banks carries interest @ 9.25 %

G Fixed deposits are repayable for 12 months to 36 months and carry interest @ 8.00 % to 9.00 %.

H The company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.

I Company has used the borrowings from banks and financial institutions for the purpose for which it was taken.

NOTE - 42

In FY 2017-18, a petition was filed against the Company and some of its promoters before the National Company Law Tribunal (NCLT),
Ahmedabad under Sections 241 and 242 of the Companies Act, 2013 pertaining to the prevention of oppression and mismanagement
of the Company.

The Honourable NCLT, Ahmedabad has passed an order on July 10, 2024 and dismissed the petition filed by the petitioner. An interlocutory
application (IA) has been filled with the Honourable NCLT, Ahmedabad. The said appeal has been disposed off by the NCLT, Ahmedabad
in favour of the company.

Appeals had been preferred by one promoter group before the NCLAT, Delhi on October 16, 2024, and the said appeal is listed on
October 17, 2024.

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 - 43 Segment Information :

The Company is primarily engaged in one business segment namely Food segment as determined by the Chief Operating Decision
Maker in accordance with IND AS 108 - "Operating Segment".

NOTE - 45 FINANCIAL INSTRUMENTS
I Capital Management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to stakeholder.
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 25 off set by cash and bank
balances) and total equity of the Company.

(ii) Price Risk (Equity Price Risk)

The Company''s exposure to equity securities price risk arises from investments held by the Company and classified in the
balance sheet at fair value through profit and loss. To manage its price risk arising from investments in equity securities,
the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the
Company.

Sensitivity Analysis

The table below summarizes the impact of increases / decreases of the BSE index on the Company''s equity and Gain /
Loss for the period. The analysis is based on the assumption that the index has increased by 5 % or decreased by 5 % with
all other variables held constant, and that all the Company''s equity instruments moved in line with the index.

(iii) 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 or management 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.

Interest rate swap contracts

Under interest rate swap contracts, the Company agrees to exchange the difference between fixed and floating rate
interest amounts calculated on agreed principal amounts. Such contracts enable the Company to mitigate the risk of
changing interest rates on the cash flow exposures on the variable rate loan. The following tables detail the principal
amounts and remaining terms of interest rate swap contracts outstanding at the end of the reporting period. Interest
rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow
hedges in order to reduce the Company''s cash flow exposure resulting from variable interest rates on borrowings. The
interest rate swaps and the interest payments on the loan occur simultaneously and the amount accumulated in equity
is reclassified to profit or loss over the period that the floating rate interest payments on debt affect profit or loss.

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 ? 0.75 Crore as at March 31,2025 (balance of ? 1.37 Crore 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 ? 0.23 Crore (P.Y. : ? 0.28 Crore) (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 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:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

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

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) 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.

Concentrations of Credit risk form part of Credit risk

Considering that the Company sells majority of its goods to Vadilal Enterprises Ltd. and Vadilal Industries (USA) Inc., the
Company is significantly dependent on such customers. Out of total income, the Company earns 92.59 % revenue (previous
year 92.64 %) from such customers, and with one of these customers, the Company has long term contracts. As at March
31,2025, receivables from such customers constitute 90.49 % (previous year 84.06 %) of total trade receivables. Both Vadilal
Enterprises Ltd. and Vadilal Industries (USA) Inc. have consistently demonstrated reliability in their payment practices, with
all transactions being settled within the stipulated due dates. Consequently, there is no credit risk associated with these
customers. Their regular and timely payments ensure a stable and predictable cash flow, reinforcing the Company''s financial
security. However, if any of these customers were lost, it could adversely affect the operating result or cash flow of the
Company.

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 company''s short-term, medium-term and long term funding
and liquidity management requirements. The company 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.

NOTE - 48 EMPLOYEE BENEFITS

I 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 37 ?
2.46 Crore (Previous Year: ? 2.19 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 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.

Note :

1) Increase in Current Ratio is due to increase in inventories and trade receivables.

2) Decrease in Debt Equity Ratio is due to decrease in total debt on account of payment of borrowings.

3) Increase in Debt Service coverage ratio is due to decrease in borrowings.

4) Decrease in Trade Receivable Turnover Ratio is due to increase in trade receivable.

5) Decrease in Net Capital Turnover ratio is mainly due to increase in working capital.

6) Increase in Return on Investment is due to variations in Market Price.

NOTE - 53 OTHER STATUTORY INFORMATION :

a) The Company does not have any transactions with companies struck- off under section 248 of the Companies Act, 2013 or section
560 of Companies Act, 1956.

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 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 company 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 have 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 has complied 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.

h) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company 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.

j) Borrowing based on security of inventory and book debts :

The company has obtained secured short term loan from banks on basis of security of inventories and book debts (Refer Note 25)
wherein the quarterly returns as filed with bank is in agreement with the books.

NOTE - 54

Shareholders of the Company have through e-voting ended on January 14, 2023 approved resolution for sale of certain non-core assets
of the Company to entities of the members of 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 Property, Plant and Equipments having written down value as at March 31,2025 ? 56.27 crore (As at March 31,2024 ? 54.66
crore), Investment Property as at March 31,2025 ? 0.17 crore (As at March 31,2024 ? 0.18 crore) and Non current investments of as at
March 31, 2025 ? 1.68 crore (As at March 31, 2024 ? 1.69 crore) are continued to be presented under Property, Plant and Equipment,
Investment Property and Non current Investments respectively.

NOTE - 55

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 and upon the recommendation of the Committee of Independent Directors (also held on the same date) has
resolved to conclude and close the matters relating to allegations concerning potential personal expenses claimed as official business
expenditure by two Promoter Directors amounting to ? 0.25 crore for the financial years 2017-18 and 2018-19, and ? 0.25 crore for the
financial years 2014-15 to 2018-19 respectively. The Board has noted the findings of the independent review and confirms that there is
no financial impact on the financial statements of the Company for the year ended March 31,2025.

NOTE - 56

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 - 57

The Board of Directors of the Company in its meeting held on March 29, 2025 has approved the proposed scheme of amalgamation of
the following promoter group companies with the Company :

• Vadilal Finance Company Private Limited ("VFCPL"),

• Veronica Constructions Private Limited ("VCPL"), and

• Vadilal International Private Limited ("VIPL")."

NOTE - 58 Previous years'' figures have been regrouped and rearranged wherever necessary to comply with requirement of Ind AS.

For Arpit Patel & Associates For and on behalf of the Board of Directors

Chartered Accountants

ICAI Firm registration number: 144032W Rajesh R Gandhi Devanshu L Gandhi

Executive Director Executive Director

(DIN: 00009879) (DIN: 00010146)

Pruthvi Patel Anil Kabra Rashmi Bhatt

Partner Chief Financial Officer Company Secretary

Membership No.: 167297

Place : Ahmedabad Place : Ahmedabad

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

---

Mar 31, 2024

n) 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.

Contingent Assets are not recognised but disclosed in the Financial Statements when economic inflow is probable.

o) Revenue Recognition Sale of Goods

The Company earns revenue primarily from sale of manufactured ice-creams. It has applied the principles laid down in Ind AS 115 and determined that there is no change required in the existing revenue recognition methodology. In case of sale to domestic customers, most of the sale is made on ex-factory basis and revenue is recognised when the goods are dispatched from the factory gates. In case of export sales, revenue is recognised on shipment date or goods are made available to customer.

Revenue is measured at the fair value of the consideration received or receivable net of returns and allowances, trade discounts and volume rebates, taking into account contractually defined terms of payment excluding taxes or duties collected on behalf of the government.

Assets and liabilities arising from rights to return Right to return assets

A return right gives an entity a contractual right to recover the goods from a customer (return asset), if the customer exercises its option to return the goods and obtain a refund. The asset is measured at the former carrying amount of the inventory, less any expected costs to recover the goods, including any potential decreases in the value of the returned goods.

Refund liabilities

A refund liability is the obligation to refund some or all of the consideration received (or receivable) from the customer. The Company has therefore recognized refund liabilities in respect of customer''s right to return. The liability is measured at the amount the Company ultimately expects it will have to return to the customer. The Company updates its estimate of refund liabilities (and the corresponding change in the transaction price) at the end of each reporting period.

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.

p) Government Grant

Government grants are not recognized until there is reasonable assurance that the Company will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognized in profit and loss on a systematic basis over the periods in which the Company recognises as expenses the related costs for which the grants are intended to compensate.

Export incentives under various schemes notified by government are accounted for in the year of exports based on eligibility and when there is no uncertainty in receiving the same.

q) 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 financial year 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.

r) 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.

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 year in which they are incurred.

s) 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 year in which they arise.

t) 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.

u) Earnings Per Share

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 dilutive securities in any period presented.

v) Recent accounting pronouncements

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. For the year ended March 31,2024, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

b) Nature and Purpose of Reserve

Capital Reserve : The company has created capital reserve out of investment utilization reserve written back and forfeited 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. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium reserve.

Revaluation Reserve : The company has created revaluation reserve out of revaluation of land carried out as at April 1,2016.

General Reserve : The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit and loss.

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.

A Term Loans from Indusind Bank ? 4.51 Crore (As at March 31,2023 ? 11.67 Crore), Indusind Bank Long Term Loan ? 37.95 Crore (As at March 31,2023 ? 22.39 Crore), Guaranteed Emergency Credit Line of Indusind Bank ? 4.38 Crore (As at March 31,2023 ? 6.77 Crore), Guaranteed Emergency Credit Line of State Bank of India for ? Nil (As at March 31,2023 ? 5.74 Crore), Guaranteed Emergency Credit Line Extension of State Bank of India for ? Nil (As at March 31,2023 ? 5.59 Crore), Guaranteed Emergency Credit Line of Bank of Baroda for ? Nil (As at March 31,2023 ? 3.04 Crore) and Guaranteed Emergency Credit Line of IDBI Bank for ? Nil (As at March 31,2023 ? 0.16 Crore) are secured by way of Mortgage on immovable properties and hypothecation on movable properties of the Company situated at the following places by way of 1st and 2nd charge on pari-passu basis :-

(i) Land and Building together with all plant and machineries situated on land bearing Final Plot No. 292-3-A of T. P. Scheme No. 14 of Mouje Dariapur- Kazipur of city taluka of Ahmedabad. (Ice-cream Plant) (1st charge to term lenders and 2nd charge to GECL lenders)

(ii) Land and Building together with all plant and machineries situated at Village Dharampur, forming part of New Survey Nos. 3645 i.e. Old Survey Nos. 970/1 (Survey No. 970 (Paiki)) Mouje Dharampur of Dharampur Taluka, Dist. Valsad (Canning Unit) (1st charge to term lenders and 2nd charge to GECL lenders)

(iii) Land and Building together with all plant and machineries situated at New Survey No.1663 i.e. Amalgamated Survey No.637/13/1 (Old Survey No. 637/14, 637/16, 637/13/2, 637/15, 643/2, 643/1,637/13/1) situated Village: Pundhra, Tal.: Kalol, Dist.: Gandhinagar (Ice-cream Plant) (1st charge to term lenders and 2nd charge to GECL lenders)

(iv) Basement and 3rd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (1st charge to term lenders and 2nd charge to GECL lenders)

(v) Land and Building together with all plant and machineries being Unit - I, situated at Plot No. D-24 & F-12 Parsakhera Industrial Estate, Bareilly, U.P. (Leased property) (Ice-cream Plant) (1st charge to term lenders and 2nd charge to GECL lenders)

(vi) Land and Building together with all plant and machineries situated at Unit - II, being Plot No. D-23 and D-22, F-11/14/15 at Parsakhera Industrial Estate, Bareilly, U.P. (Leased property) (Ice-cream Plant) (1st charge to term lenders and 2nd charge to GECL lenders)

(vii) Land and Building together with all plant and machineries situated at New Survey Nos. 3642, 3643, 3644 and 3646 i.e. Old Survey Nos. 962/1,966, 969 and 970/2 at Mouje Dharampur, Dist.: Valsad (New land). (1st charge to term lenders and 2nd charge to GECL lenders)

(viii) Land and Building together with all plant and machineries situated at New Survey No. 3647 i.e. Old Survey No. 970 (Paiki) Mouje Dharampur, Dist.: Valsad (IQF unit) (2nd charge on term lenders and GECL lenders)

(ix) Ground and 2nd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (2nd charge on term lenders and GECL lenders)

(x) 4 Flats No. 801 to 804, situated at Maruti Centre, Gurukul, Drive-in-Road, Ahmedabad (Residential Flats) (2nd charge on term lenders and GECL lenders)

(xi) Ground Floor, Office No. 2B, "Mahalaya" Opp. President Hotel, Swastik Char Rasta, Ahmedabad. (Owned Property) (2nd charge on term lenders and GECL lenders)

B The above Term Loans and GECL loans are also secured by way of Hypothecation on entire current assets of the Company on 2nd pari-passu charge basis.

C The Term Loan of IndusInd Bank Ltd. are secured by Corporate Guarantee of Ambica Ice & Cold Storage Co.(formely known as Vadilal Cold Storage) by way of non-extension of mortgage and it is also secured by corporate guarantee of Vadilal Enterprises Limited for ? 2.5 Crore.

D Fixed Deposit lien with Indusind Bank ? 5.01 Crore-(As a part of Debt Service Reserve Account (DSRA))

E Vehicle loans are secured by hypothecation of vehicles with HDFC Bank Limited.

F The company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.

G Company has used the borrowings from banks and financial institutions for the purpose for which it was taken.

H Collateral / Additional Securities :-

Term loan and GECL loan from Indusind Bank is also secured by way of Non Extension of Mortgage on immovable properties of Ambica Ice & Cold Storage Co.(formely known as Vadilal Cold Storage) by way of 2nd charge on pari-passu basis Gomtipur, Ahmedabad (Leased Property)

A During the Current Financial Year 2023-24, company has dissolved the consortium banking arrangement and adopted

multiple banking arrangement for smooth financial operation of the company with ICICI Bank, IndusInd Bank & IDBI

Bank aggregating to ? 70.00 crore. Out of it IndusInd Bank and IDBI Bank having sanctioned facility of ? 10.00 crore

each are secured by way of Mortgage on immovable properties and hypothecation on movable properties of the

Company situated at the following places by way of 1st and 2nd charge on pari-passu basis.

(i) Land and Building together with all plant and machineries situated on land bearing Final Plot No. 292-3-A of T. P. Scheme No. 14 of Mouje Dariapur- Kazipur of city taluka of Ahmedabad. (Ice-cream Plant) (2nd charge to Working Capital lenders)

(ii) Land and Building together with all plant and machineries situated at Village Dharampur, forming part of New Survey Nos. 3645 i.e. Old Survey Nos. 970/1 (Survey No. 970 (Paiki)) Mouje Dharampur of Dharampur Taluka, Dist. Valsad (Canning Unit) (2nd charge to Working Capital lenders)

(iii) Land and Building together with all plant and machineries situated at New Survey No.1663 i.e. Amalgamated Survey No.637/13/1 (Old Survey No. 637/14, 637/16, 637/13/2, 637/15, 643/2, 643/1, 637/13/1) situated Village: Pundhra, Tal.: Kalol, Dist.: Gandhinagar (Ice-cream Plant) (2nd charge to Working Capital lenders)

(iv) Basement and 3rd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (2nd charge to Working Capital lenders)

(v) Land and Building together with all plant and machineries being Unit - I, situated at Plot No. D-24 & F-12 Parsakhera Industrial Estate, Bareilly, U.P. (Leased Property) (Ice-cream Plant) (2nd charge to Working Capital lenders)

(vi) Land and Building together with all plant and machineries situated at Unit - II, being Plot No. D-23 and D-22, F-11/14/15 at Parsakhera Industrial Estate, Bareilly, U.P. (Leased Property) (Ice-cream Plant) (2nd charge to Working Capital lenders)

(vii) Land and Building together with all plant and machineries situated at New Survey Nos. 3642, 3643, 3644 and 3646 i.e. Old Survey Nos. 962/1, 966, 969 and 970/2 at Mouje Dharampur, Dist.: Valsad (New land). (2nd charge to Working Capital lenders)

(viii) Land and Building together with all plant and machineries situated at New Survey No. 3647 i.e. Old Survey No. 970 (Paiki) Mouje Dharampur, Dist.: Valsad (IQF unit) (1st charge to working capital lenders)

(ix) Ground and 2nd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (1st charge to working capital lenders)

(x) 4 Flats No. 801 to 804, situated at Maruti Centre, Gurukul, Drive-in-Road, Ahmedabad (Residential Flats) (1st charge to working capital lenders)

(xi) Ground Floor, Office No. 2B, "Mahalaya" Opp. President Hotel, Swastik Char Rasta, Ahmedabad. (Owned Property) (1st charge to working capital lenders)

B During the current financial year ICICI Bank has sanctioned Working Capital Facility of ? 50 Crore, for which company has executed standalone documents with bank and it will be secured by way of Mortgage on immovable properties and hypothecation on movable properties of the Company situated at the following places by way of 2nd pari-passu basis.

(i) Land and building together with all plant and machineries situated at Village Dharampur, forming part of New Survey Nos. 3645 i.e. Old Survey Nos 970/1 (Survey No. 970 (Paiki)) Mouje Dharampur of Dharampur Taluka, Dist. Valsad (Canning Unit), standing in the name of company. New Survey Nos. 3642, 3643, 3644 and 3646 i.e. Old Survey Nos. 962/1, 966, 969 and 970/2 at Mouje Dharampur, Dist. Valsad, standing in the name of company.

(ii) Land and building together with all plant and machineries situated at New Survey 1663 i.e. Amalgamated survey No-637/13/1 (Old Survey No. 637/14, 637/16, 113/2, 637/15, 643/2, 643/1,637/13/1 situated Village: Pundhra, Tal Kalol Dist.: Gandhinagar (Ice-cream Plant), standing in the name of company.

(iii) Land and building together with all plant and machineries at Unit — I, situated at Plot No. D-24 Parsakhera Industrial Estate, Bareilly, U.P. standing in the name of company. (Ice-cream Plant); Unit — II, being Plot No. D-23 and D-22, F-11/14/15 at Parsakhera Industrial Estate, Bareilly, U.P., standing in the name of company. (Ice-cream Plant) Plot No. F-12, Parsakhera Industrial Estate, Bareilly, U.P., standing in the name of company.

C The above Working Capital facilities are also secured by way of Hypothecation on entire current assets of the Company on 1st pari-passu charge basis.

D The above Working Capital facilities are also secured by Personal Guarantee of Mr. Rajesh R. Gandhi, Managing Director and Mr. Devanshu L. Gandhi, Managing Director of the Company.

E Cash Credit facility from Kalupur Commercial Co-operative Bank of ? 35.00 Crore is secured by pledge of Raw Material

stocks and Personal Guarantee of Mr. Rajesh R. Gandhi, Managing Director and Mr. Devanshu L. Gandhi, Managing Director of the Company.

F Secured Borrowing i.e. Working Capital facility & Term Loan Facility availed from Banks / FIs carries interest @ 9.50 % to 12.15 %.

G Secured Borrowing i.e. GECL facility availed from Banks carries interest @ 9.25 %

H Fixed deposits are repayable for 12 months to 36 months and carry interest @ 8.00 % to 9.00 %.

I The company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory

period.

J Company has used the borrowings from banks and financial institutions for the purpose for which it was taken.

K Collateral / Additional Securities :-

Working Capital facility from IDBI Bank and IndusInd Bank are also secured by way of Non extension of Mortgage on immovable property of Ambica Ice & Cold Storage Co.(formely known as Vadilal Cold Storage) by way of 1st charge on pari-passu basis Gomtipur, Ahmedabad (Leased Property)

NOTE - 45 FINANCIAL INSTRUMENTS

I Capital Management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to stakeholder. 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 25 off set by cash and bank balances) and total equity of the Company.

III Financial risk management objective

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:

• Foreign Currency risk

• Equity price risk

• 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:

(i) Currency risk management

The Company''s activities expose it primarily to the financial risk of changes in foreign currency exchange rates. The Company enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk.

The carrying amounts of the Company''s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

Foreign currency sensitivity analysis

The following table details, Company''s sensitivity to a 1% increase and decrease in the rupee against the relevant foreign currencies. 1% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the exposure outstanding not hedged on receivables and payables in the Company at the end of the reporting period. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 1% change in foreign currency rate.

(ii) Price Risk (Equity Price Risk)

The Company''s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet at fair value through profit and loss. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

Sensitivity Analysis

The table below summarizes the impact of increases / decreases of the BSE index on the Company''s equity and Gain / Loss for the period. The analysis is based on the assumption that the index has increased by 5 % or decreased by 5 % with all other variables held constant, and that all the Company''s equity instruments moved in line with the index.

(iii) 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 or management 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.

Interest rate swap contracts

Under interest rate swap contracts, the Company agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed principal amounts. Such contracts enable the Company to mitigate the risk of changing interest rates on the cash flow exposures on the variable rate loan. The following tables detail the principal amounts and remaining terms of interest rate swap contracts outstanding at the end of the reporting period. Interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges in order to reduce the Company''s cash flow exposure resulting from variable interest rates on borrowings. The interest rate swaps and the interest payments on the loan occur simultaneously and the amount accumulated in equity is reclassified to profit or loss over the period that the floating rate interest payments on debt affect profit or loss.

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:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

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

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) 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.

Concentrations of Credit risk form part of Credit risk

Considering that the Company sells majority of its goods to Vadilal Enterprises Ltd. and Vadilal Industries (USA) Inc., the Company is significantly dependent on such customers. Out of total income, the Company earns 92.64 % revenue (previous year 93.04 %) from such customers, and with one of these customers, the Company has long term contracts. As at March 31, 2024, receivables from such customers constitute 84.06 % (previous year 89.42 %) of total trade receivables. A loss of these customers could adversely affect the operating result or cash flow of the Company.

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 company''s short-term, medium-term and long term funding and liquidity management requirements. The company 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.

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.

Note :

1) Increase in Current Ratio is due to decrease in current liabilities on account of payment of current borrowings.

2) Decrease in Debt Equity Ratio is due to decrease in total debt on account of payment of borrowings.

3) Increase in Debt Service coverage ratio is due to increase in earning available for debt service on account of increase in profitability mainly attributable to growth in sales during the current financial year as well as decrease in borrowings.

4) Decrease in Net Capital Turnover ratio is mainly due to decrease in working capital.

5) Increase in Net profit ratio is due to increase in Profit due to reduction in other expenses during current financial year.

6) Decrease in Return on investment is due to variations in Market Price.

NOTE - 53 OTHER STATUTORY INFORMATION :

a) The Company does not have any transactions with companies struck- off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

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 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 company 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 have 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 has complied 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.

h) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company 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.

j) Borrowing based on security of inventory and book debts :

The company has obtained secured short term loan from banks on basis of security of inventories and book debts (Refer Note 25) wherein the quarterly returns as filed with bank is in agreement with the books.

NOTE - 54

Shareholders of the Company have through e-voting ended on January 14, 2023 approved resolution for sale of certain non-core assets of the Company to entities of the members of 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 Property, Plant and Equipments having written down value as at March 31,2024 ? 54.66 crore (As at March 31,2023 ? 57.09 crore), Investment Property as at March 31,2024 ? 0.18 crore (As at March 31,2023 ? 0.18 crore) and Non current investments of as at March 31, 2024 ? 1.69 crore (As at March 31, 2023 ? 1.61 crore) are continued to be presented under Property, Plant and Equipment, Investment Property and Non current Investments respectively.

NOTE - 55

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 allegations relating to potential personal expenses claimed as official business expenditure amounting to ? 0.25 crore (for financial year 2017-18 and financial year 2018-19), and ? 0.25 crore (for financial year 2014-15 to financial year 2018-19) by two Promoter Directors respectively for which report / findings are yet to be received. The Board of Directors believe that it shall not have any material financial impact on the financial statements of the Company for year ended March 31,2024.

NOTE - 56

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 - 57

Previous years'' figures have been regrouped and rearranged wherever necessary to comply with requirement of Ind AS.

For Arpit Patel & Associates For and on behalf of the Board of Directors

Chartered Accountants

ICAI Firm registration number: 144032W Rajesh R Gandhi Devanshu L Gandhi

Managing Director Managing Director

(DIN: 00009879) (DIN: 00010146)

Pruthvi Patel Kalpit R Gandhi Rashmi Bhatt

Partner Director & Chief Financial Officer Company Secretary

Membership No.: 167297 (DIN: 02843308)

Place : Ahmedabad Place : Ahmedabad

Date: May 25, 2024 Date: May 25, 2024

---

Mar 31, 2023

Capital Work in Progres whose costs has exceeded compared to its original budget : None (As at March 31,2022 : None)

Project in progress for more than one year includes overdue projects amounting to '' 62.22 lacs pending for installation at different production facilities due to delay in technical support from Original Equipment Manufacturer. The same are expected to be installed in F.Y.2023-24.

1. The credit period ranges from 0 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 except, as at March 31,2023 : '' 3,355.15 lacs (as at March 31,2022 : '' 2,866.74 lacs ).

3. 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.

Nature and Purpose of Reserve

Capital Reserve : The company has created capital reserve out of investment utilization reserve written back and forfeited 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. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium reserve.

Revaluation Reserve : The company has created revaluation reserve out of revaluation of land carried out as at April 1,2016.

General Reserve : The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit and loss.

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.

A Term Loans from Indusind Bank '' 1,166.89 Lacs (As at March 31, 2022''2,573.84 Lacs), Indusind Bank Long Term Loan '' 2,238.75 Lacs (As at March 31,2022 '' NIL), Guaranteed Emergency Credit Line of Indusind Bank '' 677.17 Lacs (As at March 31,2022''916.16 Lacs), Guaranteed Emergency Credit Line of State Bank of India for '' 573.97 Lacs (As at March 31,2022''782.77 Lacs) , Guaranteed Emergency Credit Line Extension of State Bank of India for '' 559.00 Lacs (As at March 31,2022''559.00 Lacs), Guaranteed Emergency Credit Line of Bank of Baroda for '' 303.75 Lacs (As at March 31,2022''405.00 Lacs) and Guaranteed Emergency Credit Line of IDBI Bank for '' 16.29 lacs (As at March 31,2022''22.04 Lacs) are secured by way of Mortgage on immovable properties and hypothecation on movable properties of the Company situated at the following places by way of 1st and 2nd charge on pari-passu basis :-

(i) Land and Building together with all plant and machineries situated on land bearing Final Plot No. 292-3-A of T. P. Scheme No. 14 of Mouje Dariapur- Kazipur of city taluka of Ahmedabad. (Ice-cream Plant) (1st charge to term lenders and 2nd charge to GECL lenders)

(ii) Land and Building together with all plant and machineries situated at Village Dharampur, forming part of New Survey Nos. 3645 i.e. Old Survey Nos. 970/1 (Survey No. 970 (Paiki)) Mouje Dharampur of Dharampur Taluka, Dist. Valsad (Canning Unit) (1st charge to term lenders and 2nd charge to GECL lenders)

(iii) Land and Building together with all plant and machineries situated at New Survey No.1663 i.e. Amalgamated Survey No.637/13/1 (Old Survey No. 637/14, 637/16, 637/13/2, 637/15, 643/2, 643/1,637/13/1) situated Village: Pundhra, Tal.: Kalol, Dist.: Gandhinagar (Ice-cream Plant) (1st charge to term lenders and 2nd charge to GECL lenders)

(iv) Basement and 3rd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (1st charge to term lenders and 2nd charge to GECL lenders)

(v) Land and Building together with all plant and machineries being Unit - I, situated at Plot No. D-24 & F-12 Parsakhera Industrial Estate, Bareilly, U.P. (Leased property) (Ice-cream Plant) (1st charge to term lenders and 2nd charge to GECL lenders)

(vi) Land and Building together with all plant and machineries situated at Unit - II, being Plot No. D-23 and D-22, F-11/14/15 at Parsakhera Industrial Estate, Bareilly, U.P. (Leased property) (Ice-cream Plant) (1st charge to term lenders and 2nd charge to GECL lenders)

(vii) Land and Building together with all plant and machineries situated at New Survey Nos. 3642, 3643, 3644 and 3646 i.e. Old Survey Nos. 962/1,966, 969 and 970/2 at Mouje Dharampur, Dist.: Valsad (New land). (1st charge to term lenders and 2nd charge to GECL lenders)

(viii) Land and Building together with all plant and machineries situated at New Survey No. 3647 i.e. Old Survey No. 970 (Paiki) Mouje Dharampur, Dist.: Valsad (IQF unit) (2nd charge on term lenders and GECL lenders)

(ix) Ground and 2nd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (2nd charge on term lenders and GECL lenders)

(x) 4 Flats No. 801 to 804, situated at Maruti Centre, Gurukul, Drive-in-Road, Ahmedabad (Residential Flats) (2nd charge on term lenders and GECL lenders)

B The above Term Loans and GECL loans are also secured by way of Hypothecation on entire current assets of the Company on 2nd pari-

passu charge basis.

C Vehicle loans are secured by hypothecation of vehicles with HDFC Bank Limited.

D The Term Loans are secured by Corporate Guarantee by Vadilal Cold Storage, Padm Complex Ltd. and Volute Constructions Ltd. The

Credit Facilities of IndusInd Bank are additionally secured by Corporate Guarantee of Vadilal Enterprises Ltd.

E Fixed Deposit lien with Indusind Bank '' 500.80 lacs

F The company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.

G Company has used the borrowings from banks and financial institutions for the purpose for which it was taken.

H Collateral / Additional Securities

Term loan and GECL loan from Consortium Banks, namely, BOB, SBI, IDBI and IndusInd bank are also secured by way of Mortgage on

immovable properties of :-

(i) Padm Complex Ltd. & Volute Constructions Ltd. by way of 2nd charge on pari-passu basis (Ground Floor, Office No. 2B, "Mahalaya" Opp. President Hotel, Swastik Char Rasta, Ahmedabad. (Owned Property))

(ii) Vadilal Cold Storage by way of 2nd charge on pari-passu basis Gomtipur, Ahmedabad (Leased Property)

A Working Capital facility from Consortium Banks, namely, BOB, SBI, IDBI and IndusInd Bank aggregating to '' 64.25 crores are secured by way of Mortgage on immovable properties and hypothecation on movable properties of the Company situated at the following places by way of 1st and 2nd charge on pari-passu basis:-

(i) Land and Building together with all plant and machineries situated on land bearing Final Plot No. 292-3-A of T. P. Scheme No. 14 of Mouje Dariapur- Kazipur of city taluka of Ahmedabad. (Ice-cream Plant) (2nd charge to Working Capital lenders)

(ii) Land and Building together with all plant and machineries situated at Village Dharampur, forming part of New Survey Nos. 3645 i.e. Old Survey Nos. 970/1 (Survey No. 970 (Paiki)) Mouje Dharampur of Dharampur Taluka, Dist. Valsad (Canning Unit) (2nd charge to Working Capital lenders)

(iii) Land and Building together with all plant and machineries situated at New Survey No.1663 i.e. Amalgamated Survey No.637/13/1 (Old Survey No. 637/14, 637/16, 637/13/2, 637/15, 643/2, 643/1, 637/13/1) situated Village: Pundhra, Tal.: Kalol, Dist.: Gandhinagar (Ice-cream Plant) (2nd charge to Working Capital lenders)

(iv) Basement and 3rd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (2nd charge to Working Capital lenders)

(v) Land and Building together with all plant and machineries being Unit - I, situated at Plot No. D-24 & F-12 Parsakhera Industrial Estate, Bareilly, U.P. (Leased Property) (Ice-cream Plant) (2nd charge to Working Capital lenders)

(vi) Land and Building together with all plant and machineries situated at Unit - II, being Plot No. D-23 and D-22, F-11/14/15 at Parsakhera Industrial Estate, Bareilly, U.P. (Leased Property) (Ice-cream Plant) (2nd charge to Working Capital lenders)

(vii) Land and Building together with all plant and machineries situated at New Survey Nos. 3642, 3643, 3644 and 3646 i.e. Old Survey Nos. 962/1, 966, 969 and 970/2 at Mouje Dharampur, Dist.: Valsad (New land). (2nd charge to Working Capital lenders)

(viii) Land and Building together with all plant and machineries situated at New Survey No. 3647 i.e. Old Survey No. 970 (Paiki) Mouje Dharampur, Dist.: Valsad (IQF unit) (1st charge to working capital lenders)

(ix) Ground and 2nd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (1st charge to working capital lenders)

(x) 4 Flats No. 801 to 804, situated at Maruti Centre, Gurukul, Drive-in-Road, Ahmedabad (Residential Flats) (1st charge to working capital lenders)

B The above Working Capital facilities are also secured by way of Hypothecation on entire current assets of the Company

on 1st pari-passu charge basis.

C The above Working Capital facilities are also secured by Personal Guarantee of Mr. Rajesh R. Gandhi, Managing Director

and Mr. Devanshu L. Gandhi, Managing Director of the Company. The Working Capital facilities of the Consortium Bank are also secured by Corporate Guarantee by Vadilal Cold Storage, Padm Complex Ltd. and Volute Constructions Ltd.

D Cash Credit facility from Kalupur Commercial Co-operative Bank of '' 3,500.00 Lacs is secured by pledge stocks and Personal Guarantee of Mr. Rajesh R. Gandhi, Managing Director and Mr. Devanshu L. Gandhi, Managing Director of the Company.

E Secured Borrowing i.e. Working Capital facility & Term Loan Facility availed from Banks / FIs carries interest @ 9.35 % to 11.20 %.

F Secured Borrowing i.e. GECL facility availed from Banks carries interest @ 8.40 % to 9.25 %

G Inter corporate deposits are repayable between 90 days to 365 days and carry Interest @ 10.50 % to 14.50 %

H Fixed deposits are repayable for 12 months to 36 months and carry interest @ 8.00 % to 9.00 %.

I The company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory

period.

J Company has used the borrowings from banks and financial institutions for the purpose for which it was taken.

K Collateral / Additional Securities :-

Working Capital facility from Consortium Banks, namely, BOB, SBI, IDBI and IndusInd bank are also secured by way of Mortgage on immovable properties of: -

(i) Padm Complex Ltd. & Volute Constructions Ltd. by way of 1st charge on pari-passu basis (Ground Floor, Office No. 2B, "Mahalaya" Opp. President Hotel, Swastik Char Rasta, Ahmedabad. (Owned Property))

(ii) Vadilal Cold Storage by way of 1st charge on pari-passu basis Gomtipur, Ahmedabad (Leased Property)

NOTE - 40 CONTINGENT LIABILITIES NOT PROVIDED FOR AND COMMITMENTS :			('' in Lacs)
Sr. No.	Particulars	As at March 31, 2023	As at March 31, 2022
	Contingent Liabilities
(a)	Guarantees given by the company against Borrowing given to companies in which Directors are interested is '' 2,150 Lacs (March 31,2022''3,001 Lacs)
	Outstanding against this as at March 31	121.93	567.37
(b)	For Excise-related matter decided in favour of the company, against which Excise Dept. has preferred an appeal	43.00	43.00
(c)	In respect of erstwhile Vadilal Financial Services Limited (VFSL) Income Tax Demand (including interest) for which the company has preferred an appeal.	1.93	1.93
(d)	For Indirect Tax-Disputed by the company and against which company has preferred appeals	197.28	271.72
(e)	For Other Matters-cases against company by the Vendor and Authorities	243.82	243.82
(f)	Differential amount of custom / excise duty in respect of machinery purchased under EPCG Scheme	25.83	-
(g)	Differential amount of custom duty in respect of Advance Licence	175.49	140.94
(h)	Outstanding letter of credits and bank guarantees issued by banks	444.57	548.59
	Total Contingent Liabilities	1,253.85	1,817.37
	Commitments*
	Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) :	702.77	224.36

‘Shareholders of the Company have through e-voting ended on January 14, 2023 approved resolution for purchase of "VADILAL" brand for consideration not exceeding '' 67,600 lacs plus taxes from Vadilal International Private Ltd., a promoter of the Company. However, thereafter no substantial progress has happened in the same and Company has yet to obtain valuation reports, finalise the purchase consideration and enter in to purchase agreement. Hence, same is not included in Capital Commitments as on March 31,2023.

NOTE - 41

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 NCLT has fixed next hearing in the matter on June 08, 2023.

NOTE - 42 Segment Information :

The Company is primarily engaged in one business segment namely Food segment as determined by the Chief Operating Decision Maker in accordance with IND AS 108 - "Operating Segment"

NOTE - 44 FINANCIAL INSTRUMENTS

I Capital Management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to stakeholder. 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 24 off set by cash and bank balances) and total equity of the Company.

III Financial risk management objective

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:

• Foreign Currency risk

• Equity price risk

• 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:

(i) Currency risk management

The Company''s activities expose it primarily to the financial risk of changes in foreign currency exchange rates. The Company enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk :

The carrying amounts of the Company''s foreign currency denominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

Foreign currency sensitivity analysis

The following table details, Company''s sensitivity to a 1% increase and decrease in the rupee against the relevant foreign currencies. 1% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the exposure outstanding not hedged on receivables and payables in the Company at the end of the reporting period. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 1% change in foreign currency rate.

(ii) Price Risk (Equity Price Risk)

The Company''s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet at fair value through profit and loss. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company.

Sensitivity Analysis

The table below summarizes the impact of increases / decreases of the BSE index on the Company''s equity and Gain / Loss for the period. The analysis is based on the assumption that the index has increased by 5 % or decreased by 5 % with all other variables held constant, and that all the Company''s equity instruments moved in line with the index.

The above referred sensitivity pertains to quoted equity investments. Profit for the year would increase/decrease as a result of gains / losses on equity securities as at Fair Value through Profit and Loss (FVTPL).

(iii) Interest rate risk

I nterest 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 or management 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.

Interest rate swap contracts

Under interest rate swap contracts, the Company agrees to exchange the difference between fixed and floating rate interest amounts calculated on agreed principal amounts. Such contracts enable the Company to mitigate the risk of changing interest rates on the cash flow exposures on the variable rate loan. The following tables detail the principal amounts and remaining terms of interest rate swap contracts outstanding at the end of the reporting period. Interest rate swap contracts exchanging floating rate interest amounts for fixed rate interest amounts are designated as cash flow hedges in order to reduce the Company''s cash flow exposure resulting from variable interest rates on borrowings. The interest rate swaps and the interest payments on the loan occur simultaneously and the amount accumulated in equity is reclassified to profit or loss over the period that the floating rate interest payments on debt affect profit or loss.

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 '' 145.52 Lacs as at March 31,2023 (balance of '' NIL as at March 31,2022) 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 '' 39.23 Lacs (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 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:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

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

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) 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.

Concentrations of Credit risk form part of Credit risk

Considering that the Company sells majority of its goods to Vadilal Enterprises Ltd. and Vadilal Industries (USA) Inc., the Company is significantly dependent on such customers. Out of total income, the Company earns 93.04 % revenue (previous year 90.00 %) from such customers, and with one of these customers, the Company has long term contracts. As at March 31, 2023, receivables from such customers constitute 89.42 % (previous year 84.01 %) of total trade receivables. A loss of these customers could adversely affect the operating result or cash flow of the Company.

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 Company''s short-term, medium-term and long term funding and liquidity management requirements. The company 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.

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

2) Previous Year figures are shown in bracket.

3) The Company has entered into a "Trade Mark License Agreement with Vadilal International Private Limited ("VIPL") (which is the Proprietor and the beneficial owner of the Trade Mark "Vadilal") for the usage of the Trade Mark "Vadilal" The Company has also entered into an agreement with Vadilal Enterprises Limited, a related party, for sale of its products on a principal to principal basis. The Company has obtained a legal opinion, as per which, the sales / supplies of goods by the Company to VEL, do not fall with the scope of "Trade Mark License Agreement" between the Company and VIPL and accordingly, the Company is not contractually obliged to pay any royalty on sales made by it to VEL. Accordingly, the Company has made provision for royalty only on sales made to parties other than VEL which is consistent with the practice followed in the earlier years.

4) Pursuant to the agreement signed with Vadilal Enterprises Ltd. (VEL) and approved by the shareholders, the pricing of the products to be sold to VEL shall be determined by the Company.

During the financial year 2022-23, the Company has debited to VEL for '' 270.27 lacs in March''23 (During the previous year '' 1,372.15 lacs in March''22) on account of higher material and other costs.

5) Managing directors of the Company are appointed for 5 years w.e.f. March 25, 2020 and their remunerations was approved for 3 years w.e.f. March 24, 2020 in the Annual General Meeting (AGM) of the Company held on September 30, 2020. Provisions for their commission for financial year 2022-23 amounting to '' 860.00 lacs is made in the financial statements, is subject to approval of shareholders in the ensuing AGM.

I 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 36 '' 204.96 Lacs (Previous Year: '' 190.60 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.

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.

g) 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 date, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.

h) 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.

II. Other Long Term Employee Benefits Compensated Absences

The liability towards compensated absences (leave encashment) for the year ended March 31,2023 based on actuarial valuation carried out by using Projected Unit Credit Method is '' 329.66 Lacs . (As at March 31,2022 : '' 255.41 Lacs)

The Company does not face a significant liquidity risk with regard to its lease liabilities as the current assets are sufficient to meet the obligations related to lease liabilities as and when they fall due.

Rental expense recorded for short-term leases was '' 419.87 Lacs for the year ended March 31, 2023 and '' 282.69 Lacs for year ended March 31,2022.

NOTE - 50 CORPORATE SOCIAL RESPONSIBILITY EXPENDITURE:

a) CSR amount required to be spent by the Company as per Section 135 of the Companies Act, 2013 is '' 14.95 Lacs for the year 202223. (P.Y.'' 37.40 Lacs).

Note :

1) During the previous financial year of 2021-22, the business has been impacted during the financial year 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) 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.

3) 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.

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

5) 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.

6) Decrease in Net Capital Turnover ratio is mainly due to increase in Inventories.

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.

9) Decrease in Return on investment is due to variations in Market Price.

NOTE - 52 OTHER STATUTORY INFORMATION :

a) The Company does not have any transactions with companies struck- off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

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 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 company 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 have 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 has complied 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.

h) The Company do not have any Benami property, where any proceeding has been initiated or pending against the Company 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.

j) Borrowing based on security of inventory and book debts :

The company has obtained secured short term loan from banks on basis of security of inventories and book debts (Refer Note 24) wherein the quarterly returns as filed with bank is in agreement with the books except below :

NOTE - 53

Shareholders of the Company have through e-voting ended on January 14, 2023 approved resolution for sale of certain non-core assets of the Company to entities of the members of 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 Property, Plant and Equipments having written down value of '' 5,709.17 lacs, Investment Property of '' 18.04 lacs and Non current investments of '' 161.46 lacs as at March 31,2023 are continued to be presented under Property, Plant and Equipment, Investment Property and Non current Investments respectively.

NOTE - 54

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 allegations relating to potential personal expenses claimed as official business expenditure amounting to '' 25.33 lacs (for financial year 2017-18 and financial year 2018-19), and '' 25.00 lacs (for financial year 2014-15 to financial year 2018-19) by two Promoter Directors respectively for which report / findings are yet to be received. The Board of Directors believe that it shall not have any material financial impact on the financial statements of the Company for year ended March 31,2023.

NOTE - 55

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 - 56

Previous years'' figures have been regrouped and rearranged wherever necessary to comply with requirement of Ind AS.

---

Mar 31, 2018

1 COMPANY OVERVIEW:-

Vadilal Industries Limited is a Public Limited Company domiciled in India. The company has its registered office at Vadilal House, 53, Shrimali Society, Nr. Navrangpura Railway Crossing, Navrangpura, Ahmedabad - 380009.

The Company is engaged in the business of manufacturing Ice-cream, Flavored Milk, Frozen Dessert, Other Dairy Products and processing & exporting Processed Food Products such as Frozen Fruits, Vegetable, Pulp, Ready-to-eat and Ready-to-serve products etc.

The Company is having two ice-cream production facilities - one in Gujarat and the other in Uttar Pradesh.

The Company is processing Frozen Fruits, Vegetables and Processed Foods at factory situated at Dharampur, Dist.Valsad, Gujarat. The Company is exporting to various Countries.

The Company is having RBI license under AD.II category and engaged in Money changing business. The Company''s shares are listed on BSE and NSE.

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.

1) For transition to Ind AS, the Company has elected to apply Ind AS retrospectively to arrive at carrying value of all its property, plant and equipments, except land, as of April 1, 2016 (transition date). Land has been valued at fair value as of April 1, 2016 (transition date).

2) Land includes Rs.643.15 Lacs (as at March 31, 2017 Rs. 643.15 Lacs,as at April 1, 2016 Rs.643.15 Lacs) and building constructed thereon which is in process of being transferred in the name of the company.

3) Building includes House Building of which Gross Value is Rs.13.38 Lacs (as at March 31, 2017 Rs.13.38 Lacs, as at April 1, 2016 Rs.13.38 Lacs) and Net Value is Rs.8.86 Lacs (as at March 31, 2017 Rs.9.07 Lacs, as at April 1, 2016 Rs.9.29 Lacs) acquired against loan which is yet to be transferred in the name of the company.

Notes

1. The credit period ranges from 7 days to 30 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 except, as at March 31, 2018 : Rs.3,983.05 Lacs are due from two customer (as at March 31, 2017 : Rs. 1,124.53 Lacs are due from three customers and as at April 1, 2016 : Rs.1,867.67 Lacs are due from two customer). The credit risk in respect of these customers is mitigated by additional security cheque.

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 company policy and ageing of the receivables that are due.

b) Rights, preferences and restrictions attached to equity shares:

The company has issued only one class of equity share having par value of Rs.10/- per share. Each holder of equity shares 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 the shareholders in the ensuing Annual General Meeting.

All shares rank equally with regard to the company''s residual assets after distribution of all preferential amount.

a) On October 1, 2016 & October 6, 2017 a dividend of Rs.1.25 per share (total dividend Rs.108.14 Lacs) was paid to 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 28, 2018, have proposed a final dividend of Rs.1.25 per 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

in the month of September, 2018 and if approved would result in a cash outflow of approximately Rs.108.14 Lacs including dividend distribution tax.

c) Nature and Purpose of Reserve

Capital Reserve The company has created capital reserve out of investment utilization reserve written back and forfeited 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. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium reserve.

Revaluation Reserve The company has created revaluation reserve out of revaluation of land carried out as at April 1, 2016. General Reserve The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes. As the general reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income, items included in the general reserve will not be reclassified subsequently to profit or loss.

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.

‘Includes Interest portion

A Term Loans from Banks BOB, SBI (including SBT now merged with SBI) and EXIM Bank - Rs.1,949.14 Lacs (As at March 31, 2017 Rs.3,696.80 Lacs, As at April 1, 2016 Rs.5,370.13 Lacs) are secured by way of Mortgage on immovable properties and hypothecation on movable properties of the Company situated at the following places by way of 1st and 2nd charge on pari- passu basis :-

(i) Land and Building together with all plant and machineries situated on land bearing Final Plot No. 292-3-A of T. P. Scheme No. 14 of Mouje Dariapur- Kazipur of city taluka of Ahmedabad. (Ice-cream Plant) (1st charge)

(ii) Land and Building together with all plant and machineries situated at Village Dharampur, forming part of Survey No. 970 (Paiki) Mouje Dharampur of Dharampur Taluka, Dist. Valsad (Canning Unit) (1st charge)

(iii) Land and Building together with all plant and machineries situated at Survey No. 637/14, 637/16, 637/13/2, 637/15, 643/2, 643/1, 637/13/1 situated Village: Pundhra, Tal.: Kalol, Dist.: Gandhinagar (Ice-cream Plant) (1st charge).

(iv) Basement and 3rd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (1st charge)

(v) Land and Building together with all plant and machineries being Unit - I, situated at Plot No. D-24 Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (1st charge)

(vi) Land and Building together with all plant and machineries situated at Survey No. 970 (Paiki) Mouje Dharampur, Dist.: Valsad (IQF unit - excluding specific plant & machineries specifically financed by IDBI) (2nd charge)

(vii) Ground and 2nd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (2nd charge)

(viii)Land and Building together with all plant and machineries situated at Unit - II, being Plot No. D-23 and D-22, F-11/14/15 at Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (only on movable properties as 1st charge) (excluding specific plant & machineries specifically financed by IDBI)

(ix) Land and Building together with all plant and machineries situated at Survey No. 962/1, 966, 969 and 970/2 at Mouje Dharampur, Dist.: Valsad (New land). (1st charge)

(x) Land and Building together with all plant and machineries situated at Plot No. F-12, Parsakhera Industrial Estate, Bareilly, U.P. (1st charge)

(xi) Movable Properties situated at Gomtipur, Ahmedabad (only on movable properties as 1st charge)

B Above term loans are also secured by mortgage and hypothecation on immovable and movable properties of the Company situated at Bareilly, Parsakhera Industrial Area, U.P. (New Land - F-12) (Leased Property)

C The Term Loan from IndusInd Bank - Rs.4,400.63 Lacs (As at March 31, 2017 Nil, As at April 1, 2016 Nil) is secured by way of 1st charge over the following immovable fixed assets of the company, both present and future:

(i) Land and Building together with all plant and machineries situated on land bearing Final Plot No. 292-3-A of T. P. Scheme No. 14 of Mouje Dariapur- Kazipur of city taluka of Ahmedabad. (Ice-cream Plant)

(ii) Land and Building together with all plant and machineries situated at Village Dharampur, forming part of Survey No. 970 (Paiki) Mouje Dharampur of Dharampur Taluka, Dist. Valsad (Canning Unit)

(iii) Land and Building together with all plant and machineries situated at Survey No. 637/14, 637/16, 637/13/2, 637/15, 643/2, 643/1, 637/13/1 situated Village: Pundhra, Tal.: Kalol, Dist.: Gandhinagar (Ice-cream Plant)

(iv) Basement and 3rd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex)

(v) Land and Building together with all plant and machineries being Unit - I, situated at Plot No. D-24 Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant)

(vi) Land and Building together with all plant and machineries situated at Survey No. 970 (Paiki) Mouje Dharampur, Dist.: Valsad (IQF unit - excluding specific plant & machineries specifically financed by IDBI)

(vii) Ground and 2nd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex)

(viii)Land and Building together with all plant and machineries situated at Unit - II, being Plot No. D-23 and D-22, F-11/14/15 at Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (only on movable properties as 1st charge) (excluding specific plant & machineries specifically financed by IDBI)

(ix) Land and Building together with all plant and machineries situated at Survey No. 962/1, 966, 969 and 970/2 at Mouje Dharampur, Dist.: Valsad (New land)

(x) Land and Building together with all plant and machineries situated at Plot No. F-12, Parsakhera Industrial Estate, Bareilly U.P.

(xi) Movable Properties situated at Gomtipur, Ahmedabad (only on movable properties as 1st charge)

(xii) 4 Flats No. 801 to 804, situated at Maruti Centre, Gurukul, Drive-in-Road, Ahmedabad (Residential Flats)

D The above Term Loans are also secured by way of Hypothecation on entire current assets of the Company on 2nd pari-passu charge basis.

E Vehicle loans are secured by hypothecation of vehicles.

F The Term Loan are secured by Corporate Guarantee by Majestic Farm House Ltd., Padm Complex Ltd. and Volute Constructions Ltd. The Credit Facilities of IndusInd Bank are also secured by Corporate Guarantee by Majestic Farm House Ltd. and Vadilal Enterprises Ltd.

Collateral / Additional Securities by Group Companies

A Existing Term Loan from SBI of Rs.21 crores and Corporate Loan of Rs.20 crores from BOB and new Term Loan of Rs. 60 Crores availed/to be availed from IndusInd Bank are also secured by way of Mortgage on immovable properties of Majestic Farm House Ltd. as Collateral / Additional Securities situated at the following place by way of 1st charge on pari-passu basis :-

(i) Land and Building together with all plant and machineries situated at Unit - II, being Plot No. D-23 and D-22, F-11/14/15 at Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (1st charge)

A Working Capital facilities from Consortium Banks, namely, BOB, SBI (including SBT now merged with SBI), IDBI and Exim Bank aggregating to Rs.65.28 crores (enhanced from Rs.45.25 crores) and additional Working Capital Facilities aggregating to Rs.5.75 crores from BOB are secured by way of Mortgage on immovable properties and hypothecation on movable properties of the Company situated at the following places by way of 1st and 2nd charge on pari-passu basis :-

(i) Land and Building together with all plant and machineries situated on land bearing Final Plot No. 292-3-A of T. P. Scheme No. 14 of Mouje Dariapur- Kazipur of city taluka of Ahmedabad. (Ice-cream Plant) (2nd charge)

(ii) Land and Building together with all plant and machineries situated at Village Dharampur, forming part of Survey No. 970 (Paiki) Mouje Dharampur of Dharampur Taluka, Dist. Valsad (Canning Unit) (2nd charge)

(iii) Land and Building together with all plant and machineries situated at Survey No. 637/14, 637/16, 637/13/2, 637/15, 643/2, 643/1, 637/13/1 situated Village: Pundhra, Tal.: Kalol, Dist.: Gandhinagar (Ice-cream Plant) (2nd charge)

(iv) Basement and 3rd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (2nd charge)

(v) Land and Building together with all plant and machineries being Unit - I, situated at Plot No. D-24 Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (2nd charge)

(vi) Land and Building together with all plant and machineries situated at Survey No. 970 (Paiki) Mouje Dharampur, Dist.: Valsad (IQF unit - excluding specific plant & machineries specifically financed by IDBI) (1st charge)

(vii) Ground and 2nd Floor, Vadilal House, Navrangpura, Ahmedabad (Office Complex) (1st charge)

(viii)Movable Properties situated at Unit - II, being Plot No. D-23 and D-22, F-11/14/15 at Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (2nd charge) (excluding specific plant & machineries specifically financed by IDBI)

(ix) Land and Building together with all plant and machineries situated at Survey No. 962/1, 966, 969 and 970/2 at Mouje Dharampur, Dist.: Valsad (New land). (2nd charge)

(x) Land and Building together with all plant and machineries situated at Plot No. F-12, Parsakhera Industrial Estate, Bareilly, U.P. (2nd charge)

(xi) Movable Properties situated at Gomtipur, Ahmedabad (only on movable properties as 2nd charge)

(xii) 4 Flats No. 801 to 804, situated at Maruti Centre, Gurukul, Drive-in-Road, Ahmedabad (Residential Flats) (1st charge)

B The above Working Capital facilities are also secured by way of Hypothecation on entire current assets of the Company on 1st pari-passu charge basis.

C The above Working Capital facilities are also secured by Personal Guarantee of Mr. Rajesh R. Gandhi, Chairman & Managing Director and Mr. Devanshu L. Gandhi, Managing Director of the Company. The Working Capital facilities of the Consortium Bank are also secured by Corporate Guarantee by Majestic Farm House Ltd., Padm Complex Ltd. and Volute Constructions Ltd.

D The cash credit loan is repayable on demand and carries interest @ 11.05 % to 13.20 %

E The Working Capital loan (Unsecured) is repayable on demand and carries interest @ 10.00 % to 11.85 %.

F Loans and Advances from Related Parties are repayable on demand and carry interest @ 10.50 %

G Inter corporate deposits are repayable between 60 days to 200 days and carry Interest @ 10.00 % to 14.00 %

H Fixed deposits are repayable for less than 12 months and carry interest @ 8.00 % to 9.00 %.

Collateral / Additional Securities by Group Companies

A Working Capital facilities from Consortium Banks, namely, BOB, SBI, IDBI and Exim Bank and additional Working Capital Facilities from BOB are also secured by way of Mortgage on immovable properties of [* Majestic Farm House Ltd. by way of 2nd charge on pari-passu basis ], [# Padm Complex Ltd. & Volute Constructions Ltd. by way of exclusive charge on pari-passu basis ] and [@ Vadilal Cold Storage by way of 2nd charge on pari-passu basis ] as Collateral / Additional Securities situated at the following places :-

* Unit - II (D-22, D-23, F-11/14/15), Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (1st charge) (Leased Property)

# Ground Floor, Office No. 2B, “Mahalaya” Opp. President Hotel, Swastik Char Rasta, Ahmedabad. (Exclusive charge) (Owned Property)

@ Gomtipur, Ahmedabad (1st charge) (Leased Property)

Future Cash Outflow in respect of (b) to (g) above depends on ultimate settlement / conclusions with the relevant authorities. Future Cash Outflow in respect of (h) above depends if company is unable to fulfill export obligations between 2018-19 to 2030-31 of Rs.3,545.44 (March 31, 2017 Rs.3,133.30 Lacs), (April 1, 2016 Rs.3,280.07), for import made between the year of 2006-07 to 201718. The fulfillment of export obligation is considered on the basis of license claimed at the time of export.

Future Cash Outflow in respect of (i) above depends if Vendors are unable to fulfill the liability.

NOTE - 2

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 - 3 Commitments :

Estimated amount of contracts remaining to be executed on capital account and not provided for as on March 31, 2018:

Company has made investment in equity of overseas subsidiary company for Rs.136.41 Lacs. During the year Subsidiary Company has made a profit of Rs.265.30 Lacs (Rs.240.68 Lacs in the year 2016-17 and Rs.25.74 Lacs in the year 2015-16) and net accumulated profit as at March 31, 2018 is Rs.151.74 (net accumulated loss Rs.113.55 Lacs as at March 31, 2017 and Rs.354.24 Lacs as at April 1, 2016). In view of long term involvement and improvement in financial performance of subsidiary, the company considers that the exposure and Trade Receivable from the subsidiary amounting to Rs.1,540.42 Lacs as at March 31, 2018 (Rs. 678.70 Lacs as at March 31, 2017 and Rs.290.56 Lacs as at April 1, 2016) will be fully realisable.

NOTE - 4 Financial Instruments I Capital Management

The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to stakeholder. 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 shareholder. 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 20 and 25 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.

III Financial risk management objective

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:

- Foreign Currency risk

- Equity price risk

- 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:

(i) Currency risk management

The Company''s activities expose it primarily to the financial risk of changes in foreign currency exchange rates. The Company enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk :

The carrying amounts of the Company''s foreign currency dominated monetary assets and monetary liabilities at the end of the reporting period are as follows:

Foreign currency sensitivity analysis

The following table details, Company''s sensitivity to a 1% increase and decrease in the rupee against the relevant foreign currencies. 1% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management''s assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the exposure outstanding not hedged on receivables and payables in the Company at the end of the reporting period. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 1% change in foreign currency rate.

(ii) Price Risk (Equity Price Risk)

The Company''s exposure to equity securities price risk arises from investments held by the Company and classified in the balance sheet at fair value through profit and loss. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio. Diversification of the portfolio is done in accordance with the limits set by the Company Sensitivity Analysis

The table below summarizes the impact of increases / decreases of the BSE index on the Company''s equity and Gain / Loss for the period. The analysis is based on the assumption that the index has increased by 5% or decreased by 5% with all other variables held constant, and that all the Company''s equity instruments moved in line with the index.

A change of 5% in market index would have following Impact on profit before tax

(iii) 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:

i) Actual or expected significant adverse changes in business,

ii) Actual or expected significant changes in the operating results of the counterparty,

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

iv) Significant increase in credit risk on other financial instruments of the same counterparty,

v) 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

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 requirements. 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.

Notes

1) Previous Year''s transaction of Sales and Outstanding of Trade Receivables are inclusive of VAT / CST.

2) * Outstanding balances are shown net of Acceptance.

3) Previous Year figures are shown in bracket.

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

NOTE - 5 Employee Benefits

I 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 36 Rs.103.27 Lacs (Previous Year: Rs.91.18 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.

f) 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) 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.

NOTE - 6 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 Total Comprehensive Income 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 Profit for the year ended March 31, 2017

5 Adjustments to Statement of Cash flow

6 Notes on reconciliation

5 Adjustments to Statement of Cash flow

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, 2017 as compared with the previous GAAP

6 Notes on Reconciliation

(a) Under previous GAAP, non current investment were measured at cost less diminution in value which is other than temporary. Under Ind AS 109, investment in equity instruments 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 previous GAAP, investment property was disclosed under non current investment which is now shown as per Ind AS under investment property.

(c) Under previous GAAP, current investment were measured at cost or net realisable value whichever is lower. Under Ind AS 109, investment in equity instruments 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

(d) 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 to be amortised as rent over lease period.

(e) 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.

(f) 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 remeasurement of net defined benefit liability / asset which is recognised in other comprehensive income in the respective periods.

(g) 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.

(h) Under previous GAAP, property, plant and equipment was capitalized net of duty saved amount under EPCG scheme. Now, as per Ind AS it has been capitalized and deferred govt. grant is credited under current and non current liability.

(i) Under previous GAAP, the company had revalued freehold land, leasehold land, building and certain plant & machineries. Under Ind AS, the company has elected to apply Ind AS retrospectively to arrive at carrying value of all of its property, plant and equipments, except land, as of April 1, 2016 (transition date). Land have been valued at fair value as of April 1, 2016 (transition date).

(j) The Company has given financial guarantee on behalf of Vadilal Enterprises Limited. The Company does not charge any amount for the guarantee provided. Under Ind AS, fair value presentation has been done for the notional commission earned on corporate guarantee given on behalf of Vadilal Enterprises Limited.

(k) 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.

Under previous GAAP, MAT credit entitlement was classified as other non-current assets.Under Ind AS, MAT credit entitlement is considered as part of deferred tax component.

NOTE - 7 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 – 8 Previous years'' figures have been regrouped and rearranged wherever necessary to comply with requirement of Ind AS.

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Mar 31, 2016

) Right attached to equity shares:

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

During the year ended 31 March 2016, the amount of per share dividend recognized as distribution to equity shareholders is '' 1.25 (31 March 2015 : ''1.00).

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 in proportion to the number of equity shares held by the shareholders.

c) Shares held by holding/ultimate holding company and/or their subsidiaries / associates The Company does not have any holding company.

d) Aggregate number of bonus shares issued, share issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

Nil

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 ownerships of shares.

♦Includes Interest portion

A1) New Term Loan from BOB, SBI and Exim Bank aggregating to Rs. 30 crores, further Term Loan from BOB and SBT aggregating to Rs. 34 crores, additional Term Loan of Rs. 9 crores and Rs. 21 crores from SBI and Corporate Loan of Rs. 20 crores from BOB are secured by way of English Mortgage on immovable properties and hypothecation on movable properties of the Company situated at the following places by way of 1st and 2nd charge on pari-passu basis :-

i Dudheshwar, Ahmadabad (Ice-cream Plant) (1 st charge) (Owned Property)

ii Dharampur, Dist.: Valsad (Canning Unit) (1 st charge) (Owned Property)

iii Basement and 3rd Floor, Vadilal House, Navrangpura, Ahmadabad (Office Complex) (1st charge) (Owned Property)

iv Village: Pundhra, Tal.: Kalol, Dist.: Gandhinagar (Ice-cream Plant) (1st charge) (Owned Property)

v Unit - I, Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (1st charge) (Leased Property)

vi Dharampur, Dist.: Valsad (IQF unit - excluding specific plant & machineries) (2nd charge) (Owned Property)

vii Ground and 2nd Floor, Vadilal House, Navrangpura, Ahmadabad (Office Complex) (2nd charge) (Owned Property)

viii Dharampur, Dist.: Valsad (New land) (1 st charge) (Owned Property)

ix Unit - II, Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (only on movable properties as 1st charge) (excluding specific plant & machineries)

x Gomtipur, Ahmadabad (earlier in Gujarat Cup Company, a Partnership Firm) (only on movable properties as 1st charge)

xi Gomtipur, Ahmadabad (earlier in Vadilal Cone Company) (only on movable properties as 1st charge)

2) New Term Loan aggregating to Rs. 30 crores from BOB, SBI and Exim Bank, further Term Loan aggregating to Rs. 34 crores from BOB and SBT, additional Term Loan of Rs. 9 crores and Rs. 21 crores from SBI and Corporate Loan of Rs. 20 crores from BOB as above are also secured by mortgage and hypothecation on immovable and movable properties of the Company situated at Bareilly, Parsakhera IndustrialArea, U.P. (New Land - F-12) (Leased Property)

3) The above Term Loans are also secured by way of Hypothecation on entire current assets of the Company on 2nd pari-passu charge basis.

4) Vehicle loans are secured by hypothecation of vehicles.

5) The Term Loans are also secured by Personal Guarantee of some of the Directors of the Company and also guaranteed by Three Companies properties of the Company situated at the following places by way of 1st and 2nd charge on pari-passu basis :-

i Dudheshwar, Ahmadabad (Ice-cream Plant) (2nd charge) (Owned Property)

ii Dharampur, Dist.: Valsad (Canning Unit) (2nd charge) (Owned Property)

iii Basement and 3rd Floor, Vadilal House, Navrangpura, Ahmadabad (Office Complex) (2nd charge) (Owned Property)

iv Village: Pundhra, Tal.: Kalol, Dist.: Gandhinagar (Ice-cream Plant) (2nd charge) (Owned Property)

v Unit - I, Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (2nd charge) (Leased Property)

vi Dharampur, Dist.: Valsad (IQF unit - excluding specific plant & machineries) (1st charge) (Owned Property)

vii Ground and 2nd Floor, Vadilal House, Navrangpura, Ahmadabad (Office Complex) (1st charge) (Owned Property)

viii 4 Flats No. 801 to 804, Maruti Centre, Gurukul, Drive-in-Road, Ahmadabad (Flats) (1st charge) (Owned Property)

ix Unit - II, Parsakhera Industrial Estate, Bareilly, U.P. (Ice-cream Plant) (only on movable properties as 2nd charge) (excluding specific plant & machineries)

x Gomtipur, Ahmadabad (earlier in Gujarat Cup Company, a Partnership Firm) (only on movable properties as 2nd charge)

xi Gomtipur, Ahmadabad (earlier in Vadilal Cone Company) (only on movable properties as 2nd charge)

xii Dharampur, Dist: Valsad (New Land) (2nd charge) (Owned Property)

xiii Bareilly, Parsakhera Industrial Area, U.P. (New Land - F-12) (2nd charge) (Leased Property)

6) The above Working Capital facilities are also secured by way of Hypothecation on entire current assets of the Company on 1st pari-passu charge basis.

B Working Capital facilities are also secured by Personal Guarantee of some of the Directors of the Company and also guaranteed by three Companies.

C The cash credit and working capital demand loan is repayable on demand and carries interest @ 12.25% to 13.25%

D Loans and Advances from Related Parties are repayable on demand and carry interest @ 10.50 %

E inter corporate deposits are repayable between 60 days to 90 days and carry Interest @ 11.00 % to 15.00 %

F Fixed deposits are repayable for 12 months and carry interest @10.25 %

Notes

7 Land & Building includes Rs, 29.94 lacs (P.Y. Rs, 29.94 lacs ) & Rs, 151.61 lacs (P.Y. Rs, 151.61 lacs) respectively in process of being transferred in the name of the company.

8 -a Building includes House Building ofRs, 12.90 lacs (Gross) (P.Y. Rs, 12.90 lacs) acquired against loan which is yet to be

transferred in the name of the company.

-b The Value of Building acquired against loan includes cost of documentation charges.

9 Capital Work in progress includes -

Rs, 51.54 Lacs (P.Y. Rs, 60.89 Lacs) on account of Construction materials and Plant & machinery under installation at site Rs, Nil (P.Y. Rs, Nil) on account of expenses incurred during Construction period as under :

Note : a) Future cash outflows in respect of A (II) (i) to (iv) above depends on ultimate settlement / conclusions with the relevant authorities.

b) Future cash outflows in respect of A (II) (v) above depends if company is unable to fulfill export obligations between 2019-20 to 2023-24 ofRs, 3280.07 Lacs (P.Y. Rs, 3917.36 Lacs), for import made between the year of 2009-10 to 2015-16. The fulfillment of export obligation is considered on the basis of license claimed at the time of export.

c) Future cash outflows in respect of A (III) above depends if Vendors are unable to fulfill the liability.

10) The company has written down the inventories to net realizable value during the year by Rs, 297.19 Lacs (Previous year Rs, 40.74 Lacs).

* Loans and Advance shown above, to Subsidiaries fall under the category of “Long Term Loans and Advances” in the nature of Loans where there is no repayment schedule and are repayable on demand. Such Loans and Advances is given free of Interest.

# Company has made investment in equity of overseas subsidiary company forRs, 136.41 Lacs (Value after diminution Rs, 1.36 lacs)and by way of loans Rs,196.93 Lacs which is written off in the F.Y.2014-15.During the year Subsidiary Company has incurred gain ofRs, 25.74 Lacs(Accumulated losses Rs, 354.23 Lacs). In view of long term involvement and expected increase in business of subsidiary, the company considers that the exposure and Trade Receivable forRs, 290.56 Lacs will be fully realizable.

Note: Figures in bracket relate to previous year.

11)PARTICULARS OF DERIVATIVE INSTRUMENTS :

a) Derivative contracts entered into by the company and outstanding as on 31st March, 2016:

i) All derivative and financial instruments acquired by the company are for hedging.

ii) Foreign currency exposure that are hedged by derivative instruments as on 31st March, 2016 -27.12) MAT CREDIT ENTITLEMENT :

The company has utilized MAT Credit of Rs.68.68 Lacs out of MAT Credit Taken of Rs.551.85 Lacs up to 31.03.2015.Balance amount of MAT Credit as on 31.03.2016 of Rs.483.17 lacs will be utilized on the basis of the projection for future profit.

12) Disclosure under Accounting Standards

13) (i) Defined Contribution Plans:

Amount ofRs, 89.51 Lacs is recognized as expense and included in “Employee Benefits Expenses” in the Statement of Profit and Loss.

The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority, promotion, and other relevant factors, such as supply and demand in the employment market.

Note: Amount not available for experience adjustment of earlier years on plan liabilities and on plan Assets as per acturial certificate for Gratuity Plan.

(h) The company expects to fund Rs, 50.00 Lacs(P.Y.Rs, 53.00 Lacs)towards gratuity plan and Rs, 37.39 Lacs(P.Y.Rs, 37.73 Lacs) towards provident fund plan during the year 2016-17.

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 and SBI Life-Cap Assure Gratuity Scheme. 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) As per Accounting Standard (AS) 17 “Segment Reporting”, segment information is provided in the Notes to Consolidated Financial Statements.

15)RELATED PARTY DISCLOSURES : As per Accounting Standard 18.

A) Name of related party and description of relationship where control exists:

i) Vadilal Industries (USA) Inc. : Subsidiary Company

ii) Vadilal Cold Storage : Partnership firm where share is more than 51 %

iii) Vadilal Forex and Consultancy Services Ltd : Associate

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

16) Key Management Personnel :

i) Rajesh R Gandhi

ii) Devanshu L Gandhi

2) Enterprises owned or significantly influenced by key management personnel or their relatives :

i) Vadilal Enterprises Ltd.

ii) Vadilal International Pvt. Ltd.

iii) Veronica Construction Pvt.Ltd.

iv) Padm Complex Ltd.

v) Majestic Farm House Ltd.

vi) Ambica Dairy Products

vii) Volute Construction Ltd.

Note : a) Payment to key management personnel in form of Managing Director''s remuneration is shown in Note No. 27.9

b) Transaction of sales are shown net of VAT/ CST and Outstanding of Trade Receivables are inclusive of VAT/CST.

c) Figures in brackets relate to previous year.

d) * Outstanding balances are shown net of Acceptance.

17)OPERATING LEASE:-

i) The company has taken various residential, office and god own premises under operating lease or leave and license agreements. These are generally not non-cancellable and range between 11 months and 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.

ii) Lease payments are recognized as expense in the Profit & Loss Statement on a straight line basis over the lease term under expense head “Rent” in Note 25 “Other Expenses.”

iii) The future minimum estimated operating lease payments under non cancellable operating lease: (Rs, in Lacs )

b) The timing and the probability of the outflow with regards to these matters depend on the ultimate settlement /conclusion with the relevant authorities.

18) Previous year figures have been regrouped / reclassified wherever necessary to correspond with the current years classification / disclosure

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Mar 31, 2015

A) Future cash outflows in respect of A (II) (i) to (iv) above depends on ultimate settlement / conclusions with the relevant authorities.

b) Future cash outflows in respect of A (II) (v) above depends if company is unable to fulfill export obligations between 2019-20 to 2023-24 of Rs. 3917.36 Lacs (P.Y. Rs. 4971.39 Lacs), for import made between the year of 2009-10 to 2014-15. The fulfillment of export obligation is considered on the basis of license claimed at the time of export.

1.)Pursuant to Section 74(1) of the Companies Act 2013, The Company has to repay the amount of such deposits along with interest thereon, if any, within 1 year from such commencement or from the date on which such payment are due, whichever is earlier. The company has repaid all the deposits which are due up to 31.03.2015. Moreover for the deposits which remain undue as on 31.03.2015, the company has filed the petition under section 74(2) of the companies act, 2013 and awaiting for the reply.

2.)Capitalisation of Expenditure:

During the year, the company has capitalized the following expenses of revenue nature to the cost of fixed asset/capital work-in-progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the company.

* Loans and Advance shown above, to Subsidiaries fall under the category of "Long Term Loans and Advances" in the nature of Loans where there is no repayment schedule and are repayable on demand. Such Loans and Advances is given free of Interest.

# Company has made investment in equity of overseas subsidiary company for Rs. 136.41 Lacs (Value after diminution Rs. 1.36 lacs) and by way of loans Rs. 196.93 Lacs for the purpose of initial development and long term growth. During the year subsidiary Company has incurred loss of Rs. 136.59 Lacs(Accumulated losses Rs. 379.97 Lacs). In view of long term involvement and expected increase in business of subsidiary, the company considers that the exposure and Trade Receivable for Rs. 356.70 Lacs will be fully realisable. However, the company has written off the value of long term loans & advances of subsidiary company of Rs. 196.93 Lacs, which has been shown as an exceptional item in the profit and Loss statement of the year.

3.)PARTICULARS OF DERIVATIVE INSTRUMENTS :

a) Derivative contracts entered into by the company and outstanding as on 31st March, 2015: i) All derivative and financial instruments acquired by the company are for hedging.

4.) MAT CREDIT ENTITLEMENT :

On the basis of the projection for future profit, the company projects,to pay normal income tax within the specified period. Based on this assumption, the company has taken MAT Credit of Rs.58.50 Lacs (P.Y. Rs. 89.94 Lacs)and shown as MAT credit entitlement of total amounting to Rs. 551.85 Lacs as on 31.3.15 (P.Y. Rs.493.35 Lacs).

5.) Disclosure under Accounting Standards

5.1) (i) Defined Contribution Plans:

Amount of Rs. 86.54 Lacs is recognised as expense and included in "Employee Benefits Expenses" in the Statement of Profit and Loss.

(ii) Defined Benefit Plans :

Note: Amount not available for experience adjustment of earlier years on plan liabilities and on plan Assets as per acturial certificate for Gratuity Plan.

(h) The company expects to fund Rs. 53.00 Lacs(P.Y.Rs. 32.20 Lacs)towards gratuity plan and Rs. 37.73 Lacs(P.Y Rs.34.30 Lacs) towards provident fund plan during the year 2015-16.

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 and SBI Life-Cap Assure Gratuity Scheme. 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.

6.) As per Accounting Standard (AS) 17, "Segment Reporting", segment information is provided in the Notes to Consolidated Financial Statements.

7.)RELATED PARTY DISCLOSURES : As per Accounting Standard 18.

A) Name of related party and description of relationship where control exists:

i) Vadilal Industries (USA) Inc. : Subsidiary Company

ii) Vadilal Cold Storage : Partnership firm where share is more than 51 %

iii) Vadilal Forex and Consultancy Services Ltd. : Associate

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

1) Key Management Personnel :

i) Rajesh R Gandhi

ii) Devanshu L Gandhi

2) Enterprises owned or significantly influenced by key management personnel or their relatives :

i) Vadilal Enterprises Ltd.

ii) Vadilal International Pvt. Ltd.

iii) Veronica Construction Pvt.Ltd.

iv) Padm Complex Ltd.

v) Majestic Farm House Ltd.

vi) Ambica Dairy Products

vii) Volute Construction Ltd.

3) Relative of key Management Personnel :

i) Mamta R Gandhi

ii) Kalpit R Gandhi

iii) Aastha R Gandhi

8.) Previous year figures have been regrouped / reclassified wherever necessary to correspond with the current years classification / disclosure

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Mar 31, 2013

NOTE : 1

Corporate Information:

The Company is engaged in the business of manufacturing Ice-cream, Flavored Milk, Frozen Dessert and processing and exporting Processed Food Products, such as Frozen Fruits, Vegetable, Canned Pulp,Ready-to-eat and Ready-to- serve products etc.

The Company is having two ice-cream production facilities – one in Gujarat and the other in Uttar Pradesh and sales its products in India except states of Maharashtra, Karnataka, Andhra Pradesh, Kerala and Goa.

The company is processing Frozen Fruits, Vegetables and Processed Foods at factory situated at Dharampur, Dist.Valsad, Gujarat. The Company is exporting to various Countries.

The company is having RBI license under AD.II category and engaged in Money changing business.

Note :2

BASIS OF PREPARATION:

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP).The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules,2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention, except for certain fixed assets which are carried at revalued amount. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

3.1) A) For the year 2012-13, though a formal policy is not pronounced by the distribution agency i.e. APEDA,

(Agricultural and Processed Food Products Export Development Authority) the company has accounted transport subsidy of Rs. 57 Lacs, based on anticipation of pronouncement of such policy considering announcements by government from time to time and such benefit being made available in past years. Such income is deducted from freight expense.

B) During the current year, the company has accounted interest subsidy for the year 2007-08 to 2011-12 of Rs. 89.79 Lacs as other income (Interest Income) on the basis of application approved by the Gujarat Agro Industrial Corporation Ltd.

3.2) Capitalisation of Expenditure:

During the year, the company has capitalized the following expenses of revenue nature to the cost of fixed asset/ capital work-in-progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the company.

3.3) The company has written down the inventories to net realisable value during the year by Rs. 31.29 Lacs (Previous year Rs. 31.73 Lacs).

3.4)The 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. The disclosure relating to balance if any as at the year end have been given in Note No.-9. This is relied upon by the Auditors.

3.5) As per Accounting Standard (AS) 17, "Segment Reporting", segment information is provided in the Notes to Consolidated Financial Statements.

3.6) RELATED PARTY DISCLOSURES : As per Accounting Standard 18.

A) Name of related party and description of relationship where control exists. i) Vadilal Industries (USA) Inc. : Subsidiary Company

ii) Vadilal Cold Storage : Partnership firm where share is more than 51 % iii) Vadilal Forex and Consultancy Services Ltd : Associates

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

1) Key Management Personnel : i) Virendra R Gandhi

ii) Rajesh R Gandhi iii) Devanshu L Gandhi

2) Enterprises owned or significantly influenced by key management personnel or their relatives : i) Vadilal Enterprises Ltd.

ii) Vadilal International Pvt. Ltd.

iii) Kalpit Reality & Services Ltd.

iv) Veronica Constructions Pvt.Ltd.

v) Padm Complex Ltd.

vi) Majestic Farm House Ltd.

vii) Volute Constructions Ltd.

viii) Ambica Dairy Products

3) Relative of key Management Personnel : i) Mamta R Gandhi

ii) Kalpit R Gandhi

3.7) OPERATING LEASE:-

i) The company has taken various residential, office and godown premises under operating lease or leave and licence agreements.These are generally not non-cancellable and range between 11 months and 36 months under leave and licence 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.

ii) Lease payments are recognised as expense in the Profit & Loss Statement on a straight line basis over the lease term under expense head "Rent" in Note 25 "Other Expenses."

4) Previous year figures have been regrouped/reclassified wherever necessary to correspond with the current years classification/disclosure.

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Mar 31, 2012

NOTE : 1

Corporate Information:

The Company is engaged in the business of manufacturing Ice-cream ,Frozen Dessert and processing and exporting Processed Food Products, such as Frozen Fruits, Vegetable, Canned Pulp, Ready-to-eat and Ready-to-serve products, etc.

The Company is having two ice-cream production facilities - one in Gujarat and the other in Uttar Pradesh and sales its products in India except states of Maharashtra, Karnataka, Andhra Pradesh, Kerala and Goa.

The company is processing Frozen Fruits, Vegetables and Processed Foods at factory situated at Dharampur, Dist.Valsad, Gujarat. The Company is exporting nearly 60 products to various Countries.

The company is having RBI license under AD.II category and engaged in Money changing business.

NOTE : 2

BASIS OF PREPARATION:

The financial statements of the company have been prepared in accordance with generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under the Companies (Accounting Standards) Rules,2006 (as amended) and the relevant provisions of the Companies Act, 1956. The financial statements have been prepared on an accrual basis and under the historical cost convention, except for certain fixed assets which are carried at revalued amount.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year,except for the change in accounting policy explained below.

NOTE - 3 Additional Information to the Financial Statements 27.1)

[A] CONTINGENT LIABILITIES NOT PROVIDED FOR :

As At As At 31.03.2012 31.03.2011 (Rs. in Lacs) (Rs. in Lacs)

I) Guarantees given by the company 924.00 895.00 against Term Loans given to companies in which Directors are interested. Outstanding against this as at 31.03.2012 620.72 441.23

II) i) For Excise -

a) Related to a matter decided in favor of the company, against which the Excise department has preferred an appeal. Gross Rs. 18.03 lacs (P.Y. Rs. 18.03 lacs) Net of Tax 12.18 12.04

b) Related to a matter which is disputed by the company against which appeal is preferred.

Gross Rs. 2.32 lacs (P.Y. Rs. 1.16 lacs)

Net of Tax 1.57 0.77

ii) For Income Tax -

a) which is disputed by the company 8.44 6.94 and against which company has preferred appeal, based on the demand notices raised by Income Tax Dept. and received by the company.

b) Against which Income Tax 166.65 166.65 department has preferred appeal

c) In respect of erstwhile Vadilal Financial Services Limited (VFSL) 1.93 3.16 Income Tax Demand (including interest) for which the company has preferred appeal. iii) For Sales Tax - Disputed by the company and against which company has preferred an appeal. Gross Rs. 83.11 lacs ( P.Y. Rs. 83.11 lacs )

Net of Tax 56.14 55.50

iv) For other Matters - Gross Rs. 9.39 lacs (P.Y. Rs. 1.66 lacs)

Net of Tax 6.34 1.11

v) In respect of other labor suits pending before various courts, liability is unascertainable. — —

vi) Differential amount of custom/ excise duty 426.33 707.42 in respect of machinery purchased under EPCG scheme.

III) Other Money for which the Company is contingently liable

i) Liability in respect of Bills 2561.88 1106.93

Discounted with Third Party

ii) Liabilities in respect of 101.54 —

Foreign Bills Purchased by Banks Note :

Note : a) Future cash outflows in respect of A (II) (i) to (v) above depends on ultimate settlement / conclusions with the relevant authorities.

b) Future cash outflows in respect of A (II) (vi) above depends if company is unable to fulfill export obligations of Rs. 2581.94 Lacs (P.Y.Rs. 5986.67 Lacs)within next eight to twelve years. The fulfillment of export obligation is considered on the basis of license claimed at the time of export.

c) Future cash outflows in respect of A (III) above depends if Vendors are unable to fulfill the liability.

4.1) At 31st March, 2012, the company has commitments of Rs. 134.16 lacs (31st March, 2011 Rs. 422.09 lacs) relating to amount of contracts (net amount) remaining to be executed on capital account not provided for.

4.2) Capitalisation of Expenditure:

During the year, the company has capitalized the following expenses of revenue nature to the cost of fixed asset/capital work-in- progress (CWIP). Consequently, expenses disclosed under the respective notes are net of amounts capitalized by the company.

4.3) The company has written down the inventories to net realisable value during the year by Rs. 31.73 Lacs (Previous year Rs. 38.91 Lacs).

4.4) PARTICULARS OF DERIVATIVE INSTRUMENTS :

a) Derivative contracts entered into by the company and outstanding as on 31st March, 2012: i) All derivative and financial instruments acquired by the company are for hedging.

iii) Foreign currency exposure that are not hedged by derivative instruments as on 31st March, 2012 - US $ 2768494 equal to Rs. 1416.36 Lacs ( Previous year US $ 2818588 equal to Rs. 1292.59 Lacs)Euro 30323 equal to Rs. 20.72 Lacs (Previous year Euro 51130 equal to Rs. 30.22 Lacs)GBP 8167 equal to Rs. 6.68 Lacs (Previous Year GBP 0 equal to Rs. 0.00 Lacs) 27.7) The 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. The disclosure relating to balance if any as at the year end have been given in

Note No.-5.This is relied upon by the Auditors.

NOTE - 6 Disclosure under Accounting Standards

6.1) (i) Defined Contribution Plans:

Amount of Rs. 64.26 Lacs is recognised as expense and included in "Employee Benefits Expenses" in the Statement of Profit and Loss.

6.2) As per Accounting Standard (AS) 17, "Segment Reporting",segment information is provided in the Notes to Consolidated Financial Statements.

6.3) RELATED PARTY DISCLOSURES : As per Accounting Standard 18.

A) Name of related party and description of relationship where control exists. Vadilal Industries (USA) Inc. : Subsidiary Company

Vadilal Cold Storage : Partnership firm where share is more than 51 %

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

1) Key Management Personnel : i) Virendra R Gandhi

ii) Rajesh R Gandhi iii) Devanshu L Gandhi

2) Enterprises owned or significantly influenced by key management personnel or their relatives : i) Vadilal Enterprises Ltd.

ii) Vadilal International Pvt. Ltd.

iii) Kalpit Reality & Services Ltd.

iv) Vadilal Forex and Consultancy Services Ltd. (Earlier known as 'Vadilal Happiness Parlour Ltd.')

v) Veronica Construction Pvt.Ltd.

vi) Padm Complex Pvt.Ltd.

vii) Majestic Farm House Ltd.

viii) Volute Construction Pvt. Ltd.

ix) Ambica Dairy Products

3) Relative of key Management Personnel : i) Mamta R Gandhi

ii) Kalpit R Gandhi

6.4) OPERATING LEASE:-

i) The company has taken various residential, office and godown premises under operating lease or leave and licence agreements.These are generally not non-cancellable and range between 11 months and 36 months under leave and licence 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.

ii) Lease payments are recognised as expense in the Profit & Loss Statement on a straight line basis over the lease term under expense head "Rent" in Note 25 "Other Expenses."

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Mar 31, 2011

1) [A] CONTINGENT LIABILITIES NOT PROVIDED FOR :

(Rs. in Lacs) C. Year P. Year

I) Guarantees given by the company against Term Loans given to 895.00 1245.00 companies in which Directors are interested.

Outstanding against this as at 31.03.2011 441.23 332.39

II) i) For Excise -

a) Related to a matter decided in favour of the company, against which the Excise department has preferred an appeal.Gross Rs. 18.03 lacs (P.Y. Rs. 18.03 lacs) Net of Tax 12.04 11.90

b) Related to a matter which is disputed by the company against which appeal is preferred.

Gross Rs. 1.16 lacs (P.Y. Rs. 1.53 lacs) Net of Tax 0.77 1.01

ii) For Income Tax -

a) which is disputed by the company and against which company has 6.94 4.49 preferred appeal, based on the demand notices raised by Income Tax Dept. and received by the company.

b) Against which Income Tax department has preferred appeal 166.65 125.10

c) In respect of erstwhile Vadilal Financial Services Limited (VFSL) 3.16 3.75 Income Tax Demand ( including interest) for which the company has preferred appeal.

iii) For Sales Tax -

Disputed by the company and against which company has preferred an appeal. Gross Rs. 83.11 lacs ( P.Y. Rs. 83.86 lacs ) Net of Tax 55.50 55.36

iv) For other Matters -

Gross Rs. 1.66 lacs (P.Y. Rs. 1.66 lacs) Net of Tax 1.11 1.10

v) In respect of other labour suits pending before - - various courts, liability is unascertainable.

vi) Differential amount of custom/excise duty 707.42 660.16 in respect of machinery imported under EPCG scheme.

Note : a) Future cash outflows in respect of A (II) (i) to (v) above depends on ultimate settlement / conclusions with the relevant authorities.

b) Future cash outflows in respect of A (II) (vi) above depends if company is unable to fulfill export obligations of Rs. 5986.67 Lacs (P.Y.Rs. 3960.95 Lacs) within next eight to twelve years.

2) INVESTMENT IN PARTNERSHIP FIRMS

ii) Amount of share of profit in partnership firm amounting to Rs. 39.46 Lacs have been accounted on the basis of unaudited financial statements of the partnership firm.

3) a) OPERATING LEASE:-

i) The company has taken various residential, office and godown premises under operating lease or leave and licence agreements. These are generally not non-cancellable and range between 11 months and 36 months under leave and licence 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.

ii) Lease payments are recognised as expense in the Profit & Loss Statement on a straight line basis over the lease term under expense head "Rent" and "Freight, Forwarding and Other distribution expenses" in Schedule 20 "Manufacturing and Other Expenses."

4) The company has written down the inventories to net realisable value during the year by Rs. 38.91 Lacs (Previous year Rs. 18.83 Lacs).

5) (i) Defined Contribution Plans:

Amount of Rs. 51.21 Lacs is recognised as expense and included in "Employee's Expenses" (Schedule 20) in the Profit and Loss Account.

(ii) Defined Benefit Plans :

(h) The company expects to fund Rs. 10.00 Lacs & Rs. 5.00 Lacs towards gratuity plan and Leave Encashment reaspectively and Rs. 20.00 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 and SBI Life-Cap Assure Gratuity Scheme. 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.

6) RELATED PARTY DISCLOSURES : As per Accounting Standard 18.

A) Name of related party and description of relationship where control exists. Vadilal Industries (USA) Inc. : Subsidiary Company (w.e.f. 11 August 2009)

Vadilal Cold Storage : Partnership firm where share is more than 51 %

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

1) Associates: Vadilal Chemicals Ltd. (Upto 1st September, 2009)

2) Key Management Personnel :

i) Virendra R Gandhi

ii) Rajesh R Gandhi

iii) Devanshu L Gandhi

3) Enterprises owned or significantly influenced by key management personnel or their relatives :

i) Vadilal Enterprises Ltd.

ii) Vadilal International Pvt. Ltd.

iii) Kalpit Reality & Services Ltd.

iv) Vadilal Happiness Parlour Ltd.

v) Veronica Constructions Pvt. Ltd.

vi) Padm Complex Pvt. Ltd.

vii) Majestic Farm House Ltd.

viii) Volute Constructions Pvt. Ltd.

ix) Valiant Constructions Pvt. Ltd.

4) Relative of Key Management Personnel :

Mamta R Gandhi

7) Disclosure as required by Accounting Standard (AS) 29 "Provisions, Contingent Liabilities and Contingent Assets :

b) Nature of provisions :

In respect of others provisions, the nature thereof has not been disclosed on the grounds that it can prejudice the Interests of the company.

c) The timing and the probability of the outflow with regards to these matters depend on the ultimate settlement / conclusion with the relevant authorities.

8) 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 and loss account.

b) The weighted average number of equity shares used as the denominator in calculating both basic and diluted earnings per share is 71,87,830.

9) As per Accounting Standard (AS) 17, "Segment Reporting", segment information is provided in the Notes to Consolidated Financial Statements.

10) PARTICULARS OF DERIVATIVE INSTRUMENTS :

a) Derivative contracts entered into by the company and outstanding as on 31st March, 2011:

i) All derivative and financial instruments acquired by the company are for hedging.

ii) Foreign currency exposure that are not hedged by derivative instruments as on 31st March, 2011- US $ 2888518 equal to Rs. 1292.59 Lacs ( Previous year US $ 2257314 equal to Rs. 1013.99 Lacs) Euro 51130 equal to Rs. 30.22 Lacs (Previous year Euro 511228 equal to Rs. 309.65 Lacs)

11) Based on the information available with the company, there are no suppliers who are registered under the Micro, Small and Medium Enterprises Development Act, 2006 as at March 31,2011. Hence, the disclosure relating to amounts unpaid as at the year end together with interest paid/payable under this Act have not been given. This is relied upon by the Auditors.

11) Previous year figures have been restated wherever necessary to make them comparable with current year's figures.

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Mar 31, 2010

1) [A] CONTINGENT LIABILITIES NOT PROVIDED FOR : (Rs. In Lacs)

C. Year P. Year

I) Guarantees given by the company against Term Loans 1245.00 1245.00 given to companies in which Directors are interested.

Outstanding against this as at 31.03.2010 332.39 528.81

II) I) For Excise -

a) Related to a matter decided in favour of the company, against which the Excise department has preferred an appeal. Gross Rs 18.03 lacs (P.Y. Rs.18.03 lacs) Net of tax 11.90 11.90

b) Related to a matter which is disputed by the company against which appeal is preferred.

Gross Rs. 1.53 lacs (P.Y. Rs. 1.53 lacs) Net of Tax 1.01 1.01

II) For Income Tax -

a) which is disputed by the company and against which company 4.49 7.27 has preferred appeal, based on the demand notices

raised by Income Tax Dept. and received by the company.

b) Against which Income Tax department has preferred appeal 125.10 3.12

c) In respect of erstwhile Vadilal Financial Services Limited (VFSL) 3.75 10.36 Income Tax Demand (including interest) for which the company has preferred appeal.

III) For Sales Tax -

Disputed by the company and against which company

has preferred an appeal. Gross Rs 83.86 lacs (P.Y. Rs 68.37 lacs )

Net of Tax 55.36 45.13

Iv) For other Matters -

Gross Rs 1.66 lacs (P.Y. Rs. 1.66 lacs)

Net of Tax 1.10 1.10

v) In respect of other labour suits pending before

various courts, liability is unascertainable. - -

vi) Differential amount of custom/excise duty 660.16 390.85

in respect of machinery imported under EPCG scheme.

Note: a) Future cash outflows in respect of A (II) (i) to (v) above depends on ultimate settlement / conclusions with the relevant authorities.

b) Future cash outflows in respect of A (II) (vi) above depends if company is unable to fulfill export obligations of Rs. 3960.95 Lacs (P.Y. Rs. 2497.97 Lacs) within next eight to twelve years.

2) a) INVESTMENT IN PARTNERSHIP FIRMS

The details regarding investment in the total capital of the partnership firm as well as Profit/Loss sharing ratio of the company alongwith other partner is stated hereunder :

Investment in the Capital of- (Rs.in Lacs)

M/S Vadilal Cold Storage

Total Capital Rs. 142.90

investment in Capital Account Rs 140.00

Name of the Partners Share in Profit/ Losses of the firm

i) Vadilal Industries Limited 98%

ii) Vadilal Chemicals Limited 2%

b) Amount of share of profit in partnership firm amounting to Rs. 13.21 Lacs have been accounted on the basis of unaudited financial statements of the partnership firm.

3) a) Operating Lease:-

i) The company has taken various residential, office and godown premises under operating lease or leave and licence agreements. These are generally not non-cancellable and range between 11 months and 36 months under leave and licence 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.

ii) Lease payments are recognised as expense in the Profit & Loss Statement on a straight line basis over the lease term under expense head "Rent" and "Freight, Forwarding and Other distribution expenses" in Schedule 20 "Manufacturing and Other Expenses."

Note : rigures in Dracxeis relate io previous year. 4) a) The company has written down the inventories to net realisable value during the year by Rs. 18.83 Lacs (Previous vear Rs. 42.96 Lacs ).

UIHUIIUOU.

4) RELATED PARTY DISCLOSURES : As per Accounting Standard 18.

A) Name of related party and description of relationship where control exists.

Vadilal Industries (USA) Inc. Subsidiary Company (w.e.f. 11 August 2009)

Vadilal Cold Storage Partnership firm where share is more than 51 %

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

1) Associates : Vadilal Chemicals Ltd. (Upto 1st September, 2009)

2) Key Management Personnel :

i) Virendra R Gandhi

ii) Rajesh R Gandhi

iii) Devanshu L Gandhi

3) Enterprises owned or significantly influenced by key management personnel or their relatives : i) Vadilal Enterprises Ltd.

ii) Vadilal International Pvt. Ltd.

iii) Kalpit Reality & Services Ltd.

iv) Vadilal Happinezz Parlour Ltd.

v) Veronica Constructions Pvt. Ltd.

vi) Padm Complex Pvt. Ltd.

vii) Majestic Farm House Ltd.

viii) Volute Constructions Pvt. Ltd.

ix) Valiant Constructions Pvt. Ltd.

8) 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 and loss account.

b) The weighted average number of equity shares used as the denominator in calculating both basic and diluted earnings per share is 71,87,830.

5) As per Accounting Standard (AS) 17, "Segment Reporting", segment Information Is provided In the Notes to Consolidated Financial Statements.

6) PARTICULARS OF DERIVATIVE INSTRUMENTS :

a) Derivative contracts entered into by the company and outstanding as on 31st March, 2010: i) All derivative and financial instruments acquired by the company are for hedging. ii) Foreign currency exposure that are not hedged by derivative instruments as on 31st March, 2010- US $ 2257314 equal to Rs. 1013.99 Lacs ( Previous year US $ 336284 equal to Rs. 169.55 Lacs) Euro 511228 equal to Rs. 309.65 Lacs (Previous year Euro 59876 equal to Rs. 37.82 Lacs)

7) Based on the information available with the company, there are no suppliers who are registered under the Micro, Smalt and Medium Enterprises Development Act, 2006 as at March 31,2010. Hence, the disclosure relating to amounts unpaid as at the year end together with interest paid/payable under this Act have not been given. This is relied upon by the Auditors. -

8) Previous year figures have been restated wherever necessary to make them comparable with current years figures.