We have audited the accompanying standalone financial statements of Milkfood Limited (“the Company”), which comprise thestandalone Balance Sheet as at March 31,2025, the standalone Statement of Profit and Loss (including Other ComprehensiveIncome), the standalone Statement of Changes in Equity and the standalone Statement of Cash Flows for the year ended on thatdate, notes to the standalone financial statements including the material accounting policy information and other explanatoryinformation (hereinafter referred to as “the standalone financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financialstatements give the information required by the Companies Act, 2013, as amended (“the Act”) in the manner so required and givea true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally acceptedin India, of the state of affairs of the Company as at March 31,2025, its profit including total comprehensive income, changes inequity and its cash flows for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for theAudit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that arerelevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and wehave fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe thatthe audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financialstatements.
Attention is drawn to the Note no 6(ii) regarding Trade Receivables, Note No 8(ii) regarding advance to suppliers, Note No 12(ii)regarding GST, Note No 24 regarding other income, Note No 28(d) in respect of Interest on GST Refund , Note No 15(iii)regarding withdrawal of ESOP scheme resulting in Nil Accounting Impact.
Our opinion is not qualified in respect of these matters.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalonefinancial statements for the year ended March 31,2025. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.For each matter below, our description of how our audit addressed the matter is provided in that context.
We have determined the matters described below to be the key audit matters to be communicated in our report. We havefulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the standalone Ind AS financial statementssection of our report, including in relation to these matters. Accordingly, our audit included the performance of proceduresdesigned to respond to our assessment of the risks of material misstatement of the standalone Ind AS financial statements.The results of our audit procedures, including the procedures performed to address the matters below, provide the basis for ouraudit opinion on the accompanying standalone Ind AS financial statements.
The Key Audit Matter
How the matter was addressed in our audit
Provisions and Contingent Liabilities relating to Taxations,litigations and claims: (Refer note 34)
The company operates in various states within India, exposingit to a variety of different Central and State Laws, regulationsand interpretations thereof. In this regulatory environment, thereis an inherent risk of litigation and claims.
Provisions are required when the company has presentobligations (legal or constructive) as a result of past event forwhich it is probable that a cash outflow will be required andreliable estimate can be made of the amount of that obligation.
Our procedures included, but were not limited to the following:
• Assessed the appropriateness of the Company’saccounting policies relating to provisions and contingentliabilities, in accordance with the applicable accountingstandards;
• Obtained an understanding of the process, and evaluatedthe design and tested the operating effectiveness of thekey internal controls around the recording andassessment of provisions and contingent liabilities.
Contingent liability disclosure is made where there is a possibleobligation or present obligation that probably may not requireoutflow of resources. When there is a possible or presentobligation where the likelihood of outflow of resources is remote,no provision or disclosure is made.
The level of judgment of the management in determining theneed for quantum of provision or disclosure of contingent liabilityis high.
This judgment is dependent upon significant assumptions andassessment which involves interpretations of various Laws,jurisprudence for which management involves the experts onthe subject matter.
In view of the uncertainty of the outcome, significance ofamounts involved and the subjectivity involved in management’s judgments, the matter has been considered as a Key AuditMatter for the Audit of the current year.
Consequently, provisions and contingent liability disclosuresmay arise from direct and indirect tax proceeding, legalproceedings including regulatory and other government/department proceedings, as well as investigations by authoritiesand commercial claims.
The judgment and estimates of the Company could changesubstantially overtime as new facts emerge as each legal caseprogresses.
Given the inherent complexity and magnitude of potentialexposures and the judgment necessary to estimate the amountof provisions required or to determine required disclosures, thisis a key audit matter.
• On a sample basis, performed substantive procedureson the underlying calculations supporting the amountinvolved recorded as provisions or disclosed as contingentliability; and
• Evaluated the appropriateness and adequacy of relateddisclosures in the standalone financial statements inaccordance with applicable accounting standards.
Reviewing the outstanding litigations against the Companyfor consistency with the previous years, enquire and obtainexplanations for movement during the year.
Discussing the status of significant known actual and potentiallitigations with the Company’s in-house officials and othersenior management personnel who have knowledge of thesematters and assessing their responses.
Examining the Company’s legal expenses and perusing theminutes of the board meetings, in order to ensure that all caseshave been identified.
Assessing the decisions and rationale for provisions held orfor decisions not to record provisions or make disclosures.
For those matters where management concluded that noprovisions should be recorded, considered the adequacy andcompleteness of the Company’s disclosures.
The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises theinformation included in the Annual Report through Management Discussion and Analysis, Board’s Report including Annexuresthereto, Business Responsibility Report, Corporate Governance and Shareholder’s Information, but does not include the standalonefinancial statements and our auditor’s report thereon. The Annual report. is expected to be made available to us after the date ofthis auditor’s report.
Our opinion on the standalone financial statements does not cover the other information and we will not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identifiedabove when it becomes available and, in doing so, consider whether the other information is materially inconsistent with thestandalone financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materiallymisstated.
When we read the annual report, if we conclude that there is a material misstatement therein, we are required to communicatethe matter to those charged with governance and describe actions applicable under the applicable laws and regulations.
The Company’s management and Board of Directors are responsible for the matters stated in section 134(5) of the Act withrespect to the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit andtotal comprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principlesgenerally accepted in India including the Indian Accounting Standards (Ind AS) specified under section 133 of the Act read with theCompanies (Indian Accounting Standards) Rules, 2015, as amended. This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentationof the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraudor error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company’sability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concernbasis of accounting unless Board of Directors either intends to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
The Board of Directors are also responsible for overseeing the Company’s financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detecta material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or inthe aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of thesestandalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional scepticism throughoutthe audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate toprovide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for oneresulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriatein the circumstances. Under section 143 (3) (i) of the Act, we are also responsible for expressing our opinion on whether theCompany has adequate internal financial controls system in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosuresmade by the Management and Board of Directors.
• Conclude on the appropriateness of Management and Board of Directors use of the going concern basis of accounting and,based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may castsignificant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, weare required to draw attention in our auditor’s report to the related disclosures in the standalone financial statements or, if suchdisclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date ofour auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, andwhether the standalone financial statements represent the underlying transactions and events in a manner that achieves fairpresentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate, makes itprobable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. Weconsider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of ourwork; and (ii) to evaluate the effect of any identified misstatements in the financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the auditand significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regardingindependence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on ourindependence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significancein the audit of the standalone financial statements for the year ended March 31,2025 and are therefore the key audit matters. Wedescribe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, inextremely rare circumstances, we determine that a matter should not be communicated in our report because the adverseconsequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
1 As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit of accompanying standalone financial statements.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears fromour examination of those books, except for the matters stated in paragraph (i)(vi) below on reporting in relation to audittrail as required under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
(c) The standalone financial statements dealt with by this report are in agreement with the books of account;
(d) In our opinion, the aforesaid standalone financial statements comply with the Indian Accounting Standards specifiedunder Section 133 of the Act.
(e) On the basis of the written representations received from the directors taken on record by the Board of Directors, noneof the directors is disqualified as on 31 March, 2025 from being appointed as a director in terms of Section 164 (2) ofthe Act;
(f) The modification relating to the maintenance of accounts and other matters connected therewith in relation to audittrail are as stated in paragraph (b) above on reporting under Section 143(3)(b) of the Act and paragraph (i)(vi) belowon reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);
(g) With respect to the adequacy of the internal financial controls with reference to the standalone financial statements ofthe Company and the operating effectiveness of such controls, refer to our separate report in “Annexure B” whereinwe have expressed an unmodified opinion.
(h) As required by Section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to itsdirectors during the year in accordance with the provisions of and limits laid down under Section 197 read with ScheduleV to the Act.
(i) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies(Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanationsgiven to us:
i. The Company has disclosed the impact of pending litigations as at 31 st March, 2025 on its financial position in itsstandalone financial statements. (Refer note 34 of financial statements).
ii. The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses as at 31st March, 2025.
iii. There has been no delay in transferring amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company during the year ended 31st March, 2025;
iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in Note 43 to the
standalone financial statements, no funds (which are material either individually or in the aggregate) havebeen advanced or loaned or invested (either from borrowed funds or share premium or any other sources orkind of funds) by the Company to or in any other person or entity or entity(ies), including foreign entity orentity(ies) (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that theIntermediary shall, whether, directly or indirectly lend or invest in any other persons or entities identified inany manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries;
(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in Note 43 to thestandalone financial statements no funds (which are material either individually or in the aggregate) havebeen received by the Company from any person (s) or entities, including foreign entities (“Funding Parties”),with the understanding, whether recorded in writing or otherwise, that the Company shall, whether, directly orindirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the UltimateBeneficiaries; and
(c) Based on the audit procedures performed that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representations undersub-clause (i) and (ii) of Rule 11 (e), as provided under (a) and (b) above, contain any material misstatement.
v. The interim dividend declared and paid by the Company during the year and until the date of this audit report is incompliance with Section 123 of the Act to the extent it applies to payment of dividend. (Refer Note 39 to thestandalone financial statements.)
vi. Based on our examination which included test checks and in accordance with requirements of the ImplementationGuide on Reporting on Audit Trail under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, theCompany in respect of financial year commencing on 1 st April, 2024, has used accounting software’s for maintainingits books of account, which have a feature of recording audit trail (edit log) facility and the same has operatedthroughout the year for all relevant transactions recorded in the respective software. Further, during the course ofour audit we did not come across any instance of audit trail feature being tampered with for the period where audittrail is enabled and operated and for this we also relied upon the certificate of the management. Furthermore, theaudit trail has been preserved by the Company as per the statutory requirements for record retention where theaudit trail feature was enabled. Further, the daily back-up of audit trail (edit log) in respect of its accountingsoftware for maintenance of all accounting records, an accounting software for journal entries has been maintainedon the servers as certified by the management
2. As required by the Companies (Auditor’s Report) Order, 2020 (the “Order”) issued by the Central Government in terms ofSection 143(11) of the Act, we give in “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of theOrder to the extent applicable.
Chartered AccountantsFirm’s registration number: 000185N
Place : New Delhi (proprietor)
Date : 29.05-2025 Membership number: 082214
UDIN: 25082214BMLHXU9018