Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, itis probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amountof the obligation.
The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation atthe end of the financial year, taking into account the risks and uncertainties surrounding the obligations. When a provisionis measured using the cash flow estimated to settle the present obligation, its carrying amount is the present obligationsof 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 thereceivable can be measured reliably.
A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, butprobably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect ofwhich the likelihood of outflow of resources is remote, no disclosure is made.
m) Revenue RecognitionSale of goods
Revenue is recognised upon transfer of control of goods to customers in an amount that reflects the consideration whichthe Company expects to receive in exchange for those goods. Revenue from the sale of goods is recognised at the pointin time when control is transferred to the customer which is usually on dispatch / delivery. Revenue is measured basedon the transaction price, which is the consideration, adjusted for volume discounts, rebates, scheme allowances, priceconcessions, incentives, and returns, if any, as specified in the contracts with the customers. Revenue excludes taxescollected from customers on behalf of the government. Accruals for discounts/incentives and returns are estimated (usingthe most likely method) based on accumulated experience and underlying schemes and agreements with customers. Dueto the short nature of credit period given to customers, there is no financing component in the contract.
Interest Income
Interest income from a financial asset is recognized when it is probable that the economic benefit will flow to the Companyand the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principaloutstanding and the interest rate applicable, which is the rate that exactly discounts estimated future cash receipts throughthe expected life of the financial asset to that asset's net carrying amount on initial recognition.
n) Employee Benefits
Employee benefits include provident fund, employee state insurance scheme, gratuity fund and compensated absences.Defined Contribution Plan:
The Company's contribution to Provident Fund is considered as defined contribution plans and are charged as an expensebased 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 ProjectedUnit Credit method, with actuarial valuations being carried out at each balance sheet date. Remeasurement, comprisingactuarial gains and losses, the effect of the changes to the return on plan assets (excluding net interest), is reflectedimmediately in the balance sheet with a charge or credit recognized in other comprehensive income in the period in whichthey occur. Remeasurement recognized in other comprehensive income is reflected immediately in retained earnings andis not reclassified to in the statement of profit and loss. Net interest is calculated by applying the discount rate to the netdefined benefit liability or asset.
The Company recognizes the following changes in the net defined benefit obligation as an expense in the statement ofprofit 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 benefitobligation as adjusted for unrecognized past service cost, as reduced by the fair value of scheme assets. Any asset resultingfrom this calculation is limited to past service cost, plus the present value of available refunds and reductions in futurecontributions 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 inthe period the related services rendered at the undiscounted amount of the benefits expected to be paid in exchange forthat service.
Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefitsexpected 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 futurecash outflows expected to be made by the company in respect of services provided by employees up to the reporting date.
o) Borrowing costs
Borrowing costs include interest costs in relation to financial liabilities, amortization of ancillary costs incurred in connectionwith the arrangement of borrowings, interest on lease liabilities which represents unwinding of the discount rate appliedto lease liabilities and other borrowing cost.
p) Taxation
Tax expense represents the sum of the current tax and deferred tax.
The tax currently payable is based on taxable profit for the year. Current tax is measured at the amount expected to bepaid to the tax authorities, based on estimated tax liability computed after taking credit for allowances and exemptionin accordance with the local tax laws. The Company's current tax is calculated using tax rates that have been enacted orsubstantively enacted by the end of the financial year.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financialstatements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generallyrecognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporarydifferences to the extent that it is probable that taxable profits will be available against which those deductible temporarydifferences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arisesfrom the initial recognition of assets and liabilities in a transaction that affects neither the taxable profit nor the accountingprofit.
The carrying amount of deferred tax assets is reviewed at the end of each financial year and reduced to the extent that it isno 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 liabilityis settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by theend of the financial year.
The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the mannerin which the Company expects, at the end of the financial year, to recover or settle the carrying amount of its assets andliabilities.
In accordance with Ind-AS 12, deferred tax assets and deferred tax liabilities are offset only when the entity has a legallyenforceable right to set off current tax assets against current tax liabilities, and intends either to settle on a net basis or torealize 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 arerecognized in other comprehensive income, in which case, the current and deferred tax are also recognized in othercomprehensive income.
q) Earnings per share
A basic earnings per share is computed by dividing the profit/(loss) for the year attributable to equity shareholders bythe weighted average number of equity shares outstanding during the year. The company did not have any potential todilutive securities.
r) Recent Accounting announcements
The Ministry of Corporate Affairs ("MCA") notifies new standards or amendments to the existing standards under Companies(Indian Accounting Standards) Rules as issued from time to time. For the year ended on March 31,2025, MCA has notifiedInd AS 117 - Insurance Contracts and amendments to Ind AS 116 - Leases, relating to sale and leaseback transactions andare effective from April 1,2024. The Company has assessed these amendments and determined that they do not have anysignificant impact on its financial statements.
On May 7, 2025, the Ministry of Corporate Affairs (MCA) issued the Companies (Indian Accounting Standards) AmendmentRules, 2025, which introduced amendment to Ind AS 21 "The Effects of Changes in Foreign Exchange Rates", as summarizedbelow:
The amendment to Ind AS 21 provides specific guidance for evaluating whether a currency is exchangeable and guidancefor determining the spot exchange rate when exchangeability is not available. The amendment is with respect to thecircumstances where a currency cannot be freely exchanged in the open market. The amendment also introduces newdisclosure 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.
i. The credit period ranges from 30 days to 180 days.
ii. Before accepting any new customer, the Company assesses the potential customer's credit quality and defines credit limits forcustomer. Limits attributed to customers are reviewed annually. There are no customers who represent more than 5% of the totalbalance of trade receivable.
iii. In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing theexpected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historicalcredit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageingof the receivables that are due and rates used in the provision matrix.
iv. No trade or other receivables are due from directors or other officers of the Company either severally or jointly with any otherperson. Further, no trade or other receivables are due from firms or private companies respectively in which any director is apartner, a director or a member except the dues referred in note 41.
v. There are no unbilled receivables, hence the same is not disclosed in the aging schedule.
Capital reserve : The company has created capital reserve on account of forfeiture of Equity shares.
Securities premium reserve : The amount received in excess of face value of the equity shares is recognised in Securities PremiumReserve. This reserve is available for utilization in accordance with the provisions of the Companies Act, 2013.
General reserve : General reserve is created from time to time by way of transfer of profits from retained earnings for appropriationpurposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensiveincome.
Retained earnings : Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve,dividends or other distributions paid to shareholders.
(ii) Term Loan of ? 10.97 crore as on March 31,2025 (as at March 31,2024 ? Nil ) availed from Indusind Bank Ltd. is secured by way offollowing security :
1. 2nd pari passu charge on entire Current Assets of the Company.
2. Exclusive charge on movable Fixed Assets funded by Indusind Bank Ltd.(Excluding value of Building)
3. Fixed Deposit of ? 1.50 crore
The Term Loan from Indusind Bank Limited is also secured by personal guarantee of Mr Rajesh R. Gandhi & Mr Devanshu L. Gandhi,directors of the company.
(iii) Term Loan of ? Nil as on March 31,2025 (as at March 31,2024 ? 11.60 crore) availed from Tata Capital Ltd. was secured by way offollowing security :
1. First and Exclusive Hypothecation charge of Machineries / equipment funded by Tata Capital Ltd.
2. Corporate Guarantee of Vadilal Industries Limited.
(iv) Vehicle loans from HDFC Bank Limited are secured against hypothecation of specific vehicles of the Company.
(v) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond statutory period.
(vi) Term Loans were applied for the purpose for which the loans were obtained.
(vii) Refer Note 39 for information about liquidity risk.
(viii) Amount stated in current maturity is disclosed under the head of "Current Borrowings" (Note-21)
(i) Working Capital facilities from CSB Bank Ltd amounting to ? 2.00 crore is secured by way of following security :
1. 1st Pari passu charge on entire Current Assets of the Company
2. 2nd charge on Hypothecation of Fixed Assets funded by CSB Bank Ltd.(Excluding value of Building)
4. The working Capital facility from CSB Bank Ltd. is also secured by Corporate Guarantee of Vadilal Industries Limited along withpersonal guarantee of Mr Rajesh R. Gandhi & Mr Devanshu L. Gandhi, directors of the company.
(ii) Working Capital facilities from Indusind Bank Ltd amounting to ? 0.50 crore is secured by way of following security :
2. 2nd charge on Hypothecation of Fixed Assets funded by Indusind Bank Ltd. (Excluding value of Building)
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 theCompany. The order has been pronounced by Honourable NCLT on July 10, 2024, allowing petition partly.
The Company has received an intimation regarding appellate proceedings preferred before the National Company Law AppellateTribunal (NCLAT).
During hearing on May 13, 2025, the petitioner has withdrawn the petition unconditionally and accordingly the Hon'ble NCLAT hasdisposed the said petition.
The company is primarily engaged in the business segment of "Food Products" which is Ice cream/ Frozen Dessert/ Process Food/Flavoured Milk and Dairy Products. Information reported to and evaluated regularly by the Chief Operating Decision Maker (CODM) forthe purposes of resource allocation and assessing performance focuses on the business as a whole and accordingly, in the context ofOperating Segment as defined under the Indian Accounting Standard 108, there is single reportable segment.
The Company manages its capital so as to safeguard its ability to continue as a going concern and to optimise returns to shareholders.The Capital structure of the company is based on management's judgment of its strategic and day-to-day needs with a focus ontotal 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.Thecompany may take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
The capital structure of the Company consists of net debt (borrowings as detailed in notes 18 and 21 off set by cash and bankbalances) and total equity of the Company.
The Company's financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company'sfinancial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables andother financial assets. The Company's business activities are exposed to a variety of financial risks, namely liquidity risk, market risksand credit risks. The company's senior management has the overall responsibility for establishing and governing the company's riskmanagement framework.
The company's size and operations result in it being exposed to the following market risks that arise from its use of financialinstruments:
The above risks may affect the company's income and expenses, or the value of its financial instruments. The company'sexposure to and management of these risks are explained below:
Interest rate risk is the risk that the fair value of future cash flows of the financial instruments will fluctuate because of changesin market interest rates.In order to optimize the Company's position with regards to interest income and interest expenses andto manage the interest rate risk,treasury performs a comprehensive corporate interest rate risk management by balancing theproportion of fixed rate and floating rate financial instruments in its total portfolio.
The line items in the balance sheet that include the above hedging instruments are other financial liabilities. Debit Balancein cash flow hedge reserve of ? 0.48 Crore as at March 31,2025 (balance of ? Nil as at March 31,2024) on interest rate swapderivative 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) inequity by ? 0.08 Crore (P.Y. : ? Nil) (net of tax)
Credit risk arises from the possibility that the counter party may not be able to settle their obligations as agreed. To managethis, the Company periodically assesses financial reliability of customers, taking into account the financial condition, currenteconomic trends, and analysis of historical bad debts and ageing of accounts receivable. Individual risk limits are setaccordingly.
The company considers the probability of default upon initial recognition of asset and whether there has been a significantincrease in credit risk on an ongoing basis through out each financial year. To assess whether there is a significant increase incredit risk, the company compares the risk of default occurring on asset as at the reporting date with the risk of default as atthe date of initial recognition. It considers reasonable and supportive forward-looking information such as:
1. Actual or expected significant adverse changes in business.
2. Actual or expected significant changes in the operating results of the counterparty.
3. Financial or economic conditions that are expected to cause a significant change to the counterparty's ability to meet itsobligations.
4. Significant increase in credit risk on other financial instruments of the same counterparty.
5. Significant changes in the value of the collateral supporting the obligation or in the quality of the third-party guaranteesor credit enhancements.
The Company measures the expected credit loss of trade receivables based on historical trend, industry practices and thebusiness environment in which the entity operates. Loss rates are based on actual credit loss experience and past trends.
The Company has made a detailed assessment of the recoverability of the Company's Receivables, as at the Balance Sheetdate and has determined an additional overlay on expected credit loss (ECL) amounting to ? NIL (P.Y. Nil) during the yearended March 31,2025.
The Ageing analysis of Account receivables has been considered from the date the invoice falls due.
I) Management of Liquidity Risk
Liquidity risk is the risk that the company will face in meeting its obligation associated with its financial liabilities. TheCompany's approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when they aredue 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 appropriateliquidity risk management framework for the management of the Group's short-term, medium-term and long term fundingand liquidity management requirments. The Group manages liquidity risk by maintaining adequate reserves, banking facilitiesand reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturityprofiles of financial assets and liabilities.
The Company has defined benefit plans for gratuity to eligible employees, contributions for which are made to Life InsuranceCorporation of India, who invests the funds as per IRDA guidelines. The details of these defined benefit plans recognised in thefinancial 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 requiringhigher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration ofasset.
Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. Assuch, 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 byreference to market yields at the end of the financial year on government bonds. If the return on plan asset is below this rate, it willcreate a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, andother 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 Rule101 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 haveany longevity risk..
Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and a default willwipe out all the assets. Although probability of this is very less as insurance companies have to follow regulatory guidelines.
1 Increase in Debt-Equity ratio is due to inrease in capex borrowings for new assets acquired during the current financial year.
2 Decrease in Debt Service Coverage ratio is due to increase in borrowings in the current financial year.
3 Decrease in Return on Equity ratio is due to decrease in net profit and increase in total equity during the current financial year.
4 Increase in Inventory turnover raio is due to increae in COGS and decrease in closing inventory as compared to previous year.
5 Decrease in Net capital turnover ratio is due to increase in net worth due to profit and increase in debt due to capex borrowings fornew assets during the current financial year
6 Decrease in Net Profit raio is due to decrease in profit in the current financial year as compared to previous year
7 Decrease in Return on capital employed is due to increase in net worth due to profit and increase in debt due to capex borrowings fornew assets during the current financial year
8 Decrease in return on Investment is due to variations in market price
A The Company has not entered into transactions with companies struck- off under section 248 of the Companies Act, 2013 or section560 of Companies Act, 1956., during the year ended March 31,2025.
The Company has entered into transactions with companies struck- off under section 248 of the Companies Act, 2013 or section560 of Companies Act, 1956., during the year ended March 31,2024, which is disclosed below :
C The Company have not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with theunderstanding (whether recorded in writing or otherwise) that the Group shall:
(i) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of theFunding Party (Ultimate Beneficiaries) or
(ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
D The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
E The Company has no such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as
income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevantprovisions 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 governmentauthority.
G The Company does not have any subsidiary, hence requirment of compliying with the number of layers prescribed under clause(87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 is not applicable.
H The Company does not have any Benami property, where any proceeding has been initiated or pending against the Group forholding any Benami property.
I The company has not entered into any scheme of arrangement which has an accounting impact on current year or previousyear.
Based on the reports received from the Independent Law Firm and the Chartered Accountant Firm, the Board of Directors at its meetingheld on May 13, 2025, upon the recommendation of the Committee of Independent Directors (which also met on the same date) hasresolved to conclude and close the matters relating to the following allegations:
A) Cross allegations between the Promoter Directors concerning the appropriateness of certain expenses incurred during theperiods 2013-14 to 2017-18 and 2013-14 to 2018-19 amounting to ?0.46 crore and ?0.53 crore respectively.
B) Operational and management matters related to marketing expenses aggregating ?38.00 crore incurred towards advertisementsduring the period 2015-16 to 2018-19 which were alleged to have been undertaken without adherence to the internal approvalprocesses of the Company.
The Board has reviewed and noted the findings of the independent review and confirms that these matters do not have anyimpact on the financial statements of the Company for the year ended March 31,2025.
Board of Directors of the Company in its board meeting held on December 9, 2022 has approved resolution for sale of certain non-coreassets of the Company to entities of the Promoter and Promoter group of the Company. However, as complete plan to sell has not beeninitiated by the management and it is likely that changes of the plan may be made, the sell is considered not to be highly probable. Hence,these assets having written down value of ? 0.64 crore (P.Y. ? 0.66 crore) and Non current investments of ? 0.35 crore (P.Y ? 0.35 crore) as atMarch 31,2025 are continued to be presented under Property, Plant and Equipment and Non current Investments respectively.
The Code on Social Security, 2020 ('Code') has been notified in the Official Gazette of India on September 29, 2020, which could impactthe contributions of the Company towards certain employment benefits. The effective date from which changes are applicable is yet tobe notified and the rules are yet to be framed. Impact, if any, of the change will be assessed and accounted in the period of notificationof the relevant provisions.
Previous years' figures have been regrouped and rearranged wherever necessary to make them comply with IND AS.
For Arpit Patel & Associates Rajesh R. Gandhi Devanshu L. Gandhi
Chartered Accountants Executive Director Executive Director
Firm registration number: 144032W (DIN - 00009879) (DIN - 00010146)
Pruthvi Patel Rajesh I. Bhagat Nikita Udhani
Partner Chief Financial Officer Company Secretary
Membership No.: 167297
Place : Ahmedabad Place : Ahmedabad
Date : May 26, 2025 Date : May 26, 2025