Notes to Accounts of Megastar Foods Ltd.

Mar 31, 2025

2.2.8 Provisions:

Provisions are recognised when the Company has a present obligation (legal or constructive) as
a result of a past event, it is probable that an outflow of resources embodying economic benefits
will be required to settle the obligation and are liable estimate can be made of the amount of the
obligation. When the Company expects some or all of a provision to be reimbursed, for example,
under an insurance contract, the reimbursement is recognised as a separate asset, but only when

the reimbursement is virtually certain. The expense relating to a provision is presented in the
statement of profit and loss net of any reimbursement.

Provisions are not discounted to their present value and are determined based on the best estimate
required to settle the obligation at the reporting date. These estimates are reviewed at each
reporting date and adjusted to reflect the best estimate.

Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will
be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond
the control of the Company or a present obligation that is not recognized because it is not
probable that an outflow of resources will be required to settle the obligation. A contingent
liability also arises in extremely rare cases, where there is a liability that cannot be recognized
because it cannot be measured reliably. The Company does not recognize a contingent liability
but discloses its existence in the financial statements unless the probability of outflow of
resources is remote.

Provisions, contingent liabilities, contingent assets and commitments are reviewed at each
balance sheet date.

2.2.9 Revenue Recognition:

The Company earns revenue primarily from sales of wheat products.

Revenue is recognised upon transfer of control of promised products or services to customers in
an amount that reflects the consideration which the Company expects to receive in exchange for
those products or services.

Revenue is measured based on the transaction price, which is the consideration, adjusted for
volume discounts, price concessions and incentives, if any, as specified in the contract with the
customer. Revenue also excludes taxes collected from customers.

Contract assets are recognised when there is excess of revenue earned over billings on contracts.

Contract assets are classified as unbilled receivables (only act of invoicing is pending) when
there is unconditional right to receive cash, and only passage of time is required, as per
contractual terms.

Unearned and deferred revenue (“contract liability”) is recognised when there is a billing in
excess of revenues.

Contracts are subject to modification to account for changes in contract specification and
requirements. The Company reviews modification to contract in conjunction with the original
contract, basis which the transaction price could be allocated to a new performance obligation,
or transaction price of an existing obligation could undergo a change. In the event transaction
price is revised for existing obligation, a cumulative adjustment is accounted for.

Interest income:

For all debt instruments measured either at amortized cost or at fair value through other
comprehensive income, interest income is recorded using the effective interest rate (EIR). EIR
is the rate that exactly discounts the estimated future cash payments or receipts over the expected
life of the financial instrument or a shorter period, where appropriate, to the gross carrying
amount of the financial asset or to the amortized cost of a financial liability. When calculating
the effective interest rate, the company estimates the expected cash flows by considering all the
contractual terms of the financial instrument (for example, prepayment, extension, call and
similar options) but does not consider the expected credit losses. Interest income is included in
finance income in the statement of profit and loss.

Use of significant judgments in revenue recognition

• The Company’s contracts with customers could include promises to transfer multiple products
to a customer. The Company assesses the products promised in a contract and identifies
distinct performance obligations in the contract. Identification of distinct performance
obligation involves judgement to determine the deliverables and the ability of the customer to
benefit independently from such deliverables.

• Judgement is also required to determine the transaction price for the contract. The transaction
price could be either a fixed amount of customer consideration or variable consideration with
elements such as volume discounts, price concessions and incentives. The transaction price is
also adjusted for the effects of the time value of money if the contract includes a significant
financing component. Any consideration payable to the customer is adjusted to the transaction
price, unless it is a payment for a distinct product or service from the customer. The estimated
amount of variable consideration is adjusted in the transaction price only to the extent that it
is highly probable that a significant reversal in the amount of cumulative revenue recognised
will not occur and is reassessed at the end of each reporting period. The Company allocates
the elements of variable considerations to all the performance obligations of the contract
unless there is observable evidence that they pertain to one or more distinct performance
obligations.

• The Company uses judgement to determine an appropriate standalone selling price for a
performance obligation. The Group allocates the transaction price to each performance
obligation on the basis of the relative stand-alone selling price of each distinct product
promised in the contract. Where standalone selling price is not observable, the Company uses
the expected cost plus margin approach to allocate the transaction price to each distinct
performance obligation.

• The Company exercises judgement in determining whether the performance obligation is
satisfied at a point in time or over a period of time. The Company considers indicators such
as who controls the asset as it is being created or existence of enforceable right to payment
for performance to date and alternate use of such product, transfer of significant risks and
rewards to the customer, acceptance of delivery by the customer, etc.

2.2.10 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance
of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if

fulfilment of the arrangement is dependent on the use of a specific asset or assets and the
arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified
in an arrangement.

Company as a lessee

The Company, as a lessee, recognises a right-of-use of asset and a lease liability for its leasing
arrangements, if the contract conveys the right to control the use of an identified asset. The
contract conveys the right to control the use of an identified asset, if it involves the use of an
identified asset and the Company has substantially all of the economic benefits from use of the
asset and has right to direct the use of the identified asset. The cost of the right-of-use asset shall
comprise of the amount of the initial measurement of the lease liability adjusted for any lease
payments made at or before the commencement date plus any initial direct costs incurred. The
right-of-use assets is subsequently measured at cost less any accumulated depreciation,
accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability.
The right-of-use asset is depreciated using the straight-line method from the commencement date
over the shorter of lease term or useful life of right-of-use asset.

The Company measures the lease liability at the present value of the lease payments that are not
paid at the commencement date of the lease. The lease payments are discounted using the interest
rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily
determined, the Company uses incremental borrowing rate. For short-term and low value leases,
the Company recognises the lease payments as an operating expense on a straight-line basis over
the lease term.

Company as a Lessor

Lease income from operating lease where the Company is a lessor is recognized in income or a
straight line basis over the lease term unless the receipts are structured to increase in line with
expected general inflation to compensate the lessor for the expected inflationary cost increases.
The respective leased assets are included in the balance sheet based on their respective nature.

2.2.11 Fair Value Measurement

The Company measures financial instruments, such as, derivatives at fair value at each balance
sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The fair value
measurement is based on the presumption that the transaction to sell the asset or transfer the
liability takes place either:

i. In the principal market for the asset or liability, or

ii. In the absence of a principal market, in the most advantageous market for the asset or
liability.

The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants
would use when pricing the asset or liability, assuming that market participants act in their
economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant''s ability
to generate economic benefits by using the asset in its highest and best use or by selling it to
another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient date are available to measure fair value, maximising the use of relevant observable
inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements
are categorized within the fair value hierarchy, described as follows, based on the lowest level
input that is significant to the fair value measurement as a whole:

(a) Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or
liabilities

(b) Level 2 - Valuation techniques for which the lowest level input that is significant to the
fair value measurement is directly or indirectly observable

(c) Level 3 - Valuation techniques for which the lowest level input that is significant to the
fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the
Company determines whether transfers have occurred between levels in the hierarchy by re¬
assessing categorization (based on the lowest level input that is significant to the fair value
measurement as a whole) at the end of each reporting period.

The Company’s management determines the policies and procedures for both recurring and non¬
recurring fair value measurement, such as derivative instruments measured at fair value.

External valuers are involved for valuation of significant assets, such as properties and financial
assets and significant liabilities. Involvement of external valuers is decided upon annually by the
management. The management decided, after discussions with the Company''s external valuers
which valuation techniques and inputs to use for each case.

At each reporting date, the management analyses the movements in the values of assets and
liabilities which are required to be remeasured or re-assessed as per the Company’s accounting
policies.

The management in conjunction with the Company''s external valuers, also compares the change
in the fair value of each asset and liability with relevant external sources to determine whether
the change is reasonable.

For the purpose of fair value disclosures, the Company has determined classes of assets and
liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level
of the fair value hierarchy as explained above.

2.2.12 Borrowing Costs:

Borrowing cost includes interest expense as per effective interest rate [EIR]. Borrowing costs
directly attributable to the acquisition of qualifying assets , construction or production of an asset
that necessarily takes a substantial period of time to get ready for its intended use or sale are
capitalized as part of the cost of the asset until such time that the asset are substantially ready for
their intended use. Where funds are borrowed specifically to finance a project, the amount
capitalized represents the actual borrowing incurred. Where surplus funds are available out of
money borrowed specifically to finance project, the income generated from such current
investments is deducted from the total capitalized borrowing cost. Where funds used to finance
a project form part of general borrowings, the amount capitalized is calculated using a weighted
average of rate applicable to relevant general borrowing of the Company during the year.
Capitalisation of borrowing cost is suspended and charged to profit and loss during the extended
periods when the active development on the qualifying project is interrupted. All other borrowing
costs are expensed in the period in which they occur. Borrowing costs consist of interest and
other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also
includes exchange differences arising from foreign currency borrowings to the extent that they
are regarded as an adjustment to the borrowing costs. The qualifying assets also includes
inventories where other cost are included, for conditions required to manufacture the desired end
product.

2.2.13 Impairment of Non-Financial Assets:

The Company assesses, at each reporting date, whether there is an indication that an asset may
be impaired. If any indication exists, or when annual impairment testing for an asset is required,
the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the
higher of an asset’s or cash-generating unit’s (CGU) fair value less costs of disposal and its value
in use.

Recoverable amount is determined for an individual asset, unless the asset does not generate
cash inflows that are largely independent of those from other assets or groups of assets. When
the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered
impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset.

In determining fair value less costs of disposal, recent market transactions are taken into account.
If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples, quoted share prices for publicly traded
companies or other available fair value indicators.

The Company basis its impairment calculation on detailed budgets and forecast calculations,
which are prepared separately for each of the Company’s CGUs to which the individual assets
are allocated. These budgets and forecast calculations generally cover a period of five years. For
longer periods, a long-term growth rate is calculated and applied to project future cash flows
after the fifth year. To estimate cash flow projections beyond periods covered by the most recent
budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady
or declining growth rate for subsequent years, unless an increasing rate can be justified. In any
case, this growth rate does not exceed the long-term average growth rate for the products,
industries, or country or countries in which the entity operates, or for the market in which the
asset is used.

Impairment losses of operations, including impairment on inventories, are recognised in the
statement of profit and loss, except for properties previously revalued with the revaluation
surplus taken to OCI. For such properties, the impairment is recognised in OCI up to the amount
of any previous revaluation surplus.

After impairment depreciation is provided on the revised carrying amount of the asset over its
remaining economic life.

An assessment is made in respect of assets at each reporting date to determine whether there is
an indication that previously recognised impairment losses no longer exist or have decreased. If
such indication exists, the Company estimates the asset’s or CGU’s recoverable amount. A
previously recognised impairment loss is reversed only if there has been a change in the
assumptions used to determine the asset’s recoverable amount since the last impairment loss was
recognised. The reversal is limited so that the carrying amount of the asset does not exceed its
recoverable amount, nor exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal
is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in
which case, the reversal is treated as a revaluation increase.

2.2.14 Foreign Currency Transactions:

For foreign currency denominated financial assets measured at amortised cost and FVTPL, the
exchange differences are recognised in statement of profit and loss except for those which are
designated as hedging instruments in a hedging relationship.

Changes in the carrying amount of investments in equity instruments at FVTOCI relating to
changes in foreign currency rates are recognised in other comprehensive income.

For the purposes of recognising foreign exchange gains and losses, FVTOCI debt instruments
are treated as financial assets measured at amortised cost. Thus, the exchange differences on the
amortised cost are recognised in statement of profit and loss and other changes in the fair value
of FVTOCI financial assets are recognised in other comprehensive income.

For financial liabilities that are denominated in a foreign currency and are measured at amortised
cost at the end of each reporting period, the foreign exchange gains and losses are determined
based on the amortised cost of the instruments and are recognised in the statement of profit and
loss.

The fair value of financial liabilities denominated in a foreign currency is determined in that
foreign currency and translated at the spot rate at the end of the reporting period. For financial
liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair
value gains or losses and is recognised in statement of profit and loss.

2.2.15 Government Grants:

Government grants are recognized where there is reasonable assurance that the grant will be
received and all attached conditions will be complied with. When the grant relates to an expense
item, it is recognized as income on a systematic basis over the periods that the related costs, for
which it is intended to compensate, are expensed. When the grant relates to an asset, it is
recognized as income in equal amounts over the expected useful life of the related asset.
However if any export obligation is attached to the grant related to an asset, it is recognized as
income on the basis of accomplishment of the export obligation.

When the Company receives grants of non-monetary assets, the asset and the grant are recorded
at fair value amounts and released to profit or loss over the expected useful life in a pattern of
consumption of the benefit of the underlying asset i.e. by equal annual instalments.

2.2.16 Intangible Assets:

(a) Purchased Intangible assets are measured at cost as at the date of acquisition, less
accumulated amortization and impairment losses if any. For this purpose, cost includes deemed
cost on the date of transition and acquisition price, license fees, non-refundable taxes and costs
of implementation/system integration services and any directly attributable expenses, wherever
applicable for bringing the asset to its working condition for the intended use.

(b) Amortization methods, estimated useful lives and residual value Intangible assets are
amortized on a straight-line basis (without keeping any residual value) over its estimated useful
lives of five years from the date they are available for use. The estimated useful lives, residual
values and amortization method are reviewed at the end of each financial year and are given
effect to, wherever appropriate.

(c) The cost and related accumulated amortization are eliminated from the financial
statements upon sale or retirement of the asset and the resultant gains or losses are recognized in
the statement of profit and loss.

2.2.17 Investment in Subsidiary

The Company’s investments in its subsidiary is accounted for at cost.

2.2.18 Non-current assets held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying amounts
will be recovered principally through a sale transaction rather than through continuing use.

Non-current assets and disposal groups classified as held for sale are measured at the lower of
carrying amount and fair value less cost to sell. This condition is regarded as met only when the
sale is probable and the asset or disposal group is available for immediate sale in its present
condition. Management must be committed to the sale, which should be expected to qualify for
recognition as a completed sale within one year from the date of classification.

Non-current assets classified as held for sale are presented separately from other assets in the
balance sheet. The non-current assets after being classified as held for sale are not depreciated
or amortized.

2.2.19 Earnings per share

Basic and diluted earnings per Equity Share are computed in accordance with Indian Accounting
Standard 33 ‘Earnings per Share’, notified accounting standard by the Companies (Indian
Accounting Standards) Rules of 2015 (as amended). Basic earnings per share is calculated by
dividing the net profit or loss attributable to equity holder of company (after deducting preference
dividends and attributable taxes, if any) by the weighted average number of equity shares
outstanding during the period. Partly paid equity shares are treated as a fraction of an equity
share to the extent that they are entitled to participate in dividends relative to a fully paid equity
share during the reporting period. The weighted average number of equity shares outstanding
during the period is adjusted for events such as bonus issue, bonus element in a right issue, share
split, and reverse share split (consolidation of shares) that have changed the number of equity
shares outstanding, without a corresponding change in resources.

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

Terms and conditions of transactions with related parties:-

The sales to and purchases from related parties, if any are made on terms equivalent to those that prevail
in arm’s length transactions. Outstanding balances at the year-end are unsecured and interest free and
settlement occurs in cash. There have been no guarantees provided or received for any related party
receivables or payables. For the year ended March 31, 2025, the Company has not recorded any
impairment of receivables relating to amounts owed by related parties (March 31, 2025: Nil, March 31,
2024: Nil). This assessment is undertaken each financial year through examining the financial position
of the related party and the market in which the related party operates.

29.3 Deferred Tax:

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off
current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate
to income taxes levied by the same tax authority.

29.4 Corporate Social Responsibility:

As per sub-section 2 of Section 52 of The Companies Act, 2013 the securities premium account may be
applied by the company in writing off the expenses of, or the commission paid or discount allowed on,
any issue of shares or debentures of the company. During the FY 2023-24, Company issued 12,90,000
shares @ Rs. 326 each (including premium of Rs. 316 per share). Total expenses incurred on issue of
new shares amounting to Rs. 464.13 lakhs which were written off from security premium account as
and when the bills were received. Following table shows the expenses written off from the security
premium account on issue of new shares.

29.6 Earning per Share:

As per IND AS 33, Basic earnings per share shall be calculated by dividing profit or loss attributable to
ordinary equity holders of the parent entity (the numerator) by the weighted average number of ordinary
shares outstanding (the denominator) during the period. Following is the calculation of weighted average
number of ordinary shares outstanding at the end of year:

The Company has a defined benefit gratuity plan. Under Gratuity Plan, every employee who has
completed five years or more of service gets a gratuity on departure at 15 days of last drawn salary for
each completed year of service.

The gratuity plan is governed by the Payment of Gratuity Act, 1972. The level of benefits provided
depends on the member''s length of service and salary at retirement age.

Description of Risk Exposures

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such
company is exposed to various risks as follow:

i) Salary Increases- Actual salary increases will increase the Plan’s liability. Increase in salary
increase rate assumption in future valuations will also increase the liability.

ii) Discount Rate : Reduction in discount rate in subsequent valuations can increase the plan’s
liability.

iii) Mortality & disability - Actual deaths & disability cases proving lower or higher than
assumed in the valuation can impact the liabilities.

iv) Investment Risk - The plan is unfunded hence the greatest risk to the beneficiary is that there
are insufficient funds available to provide the promised benefits. This may be due to (a) The
insufficient funds set aside, i.e. underfunding; (b) The insolvency of the Employer; (c) The
holding of investments which are not matched to the liabilities; or (d) a combination of these
events.

The Company is currently engaged in the manufacture and sale of wheat products, which is considered
a single business segment. Due to the unavailability of separate information for manufacturing and
trading-related sales and expenses, these activities are accounted for as one segment.

29.10 Fair Value of Financial Instruments

The comparison of carrying value and fair value of financial instruments by categories that are not
measured at fair value are as follows:

The management assessed that trade receivables, cash and cash equivalents, other bank balances, loans
and advances to related parties, interest receivable, trade payables, capital creditors, other current
financial assets and liabilities are considered to be the same as their fair values.

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: Other techniques for which all inputs that have a significant effect on the-recorded fair value
are observable, either directly or indirectly

Level 3: Techniques that use inputs that have a significant effect on the recorded fair value that are not
based on observable market data.

The Company has instituted an overall risk management programme which also focuses on the
unpredictability of financial markets and seeks to minimize potential adverse effects on the Company''s
financial performance. Financial risk management is carried out by Finance department under policies
approved by the Board of Directors from time to time. The Finance department, evaluates and hedges
financial risks in close co-operation with the various stakeholders. The Board of Directors approves
written principles for overall financial risk management, as well as written policies covering specific
areas, such as credit risk, use of derivative financial instruments and non-derivative financial
instruments.

The Company is exposed to market risk, credit risk and liquidity risk. These risks are managed pro¬
actively by the Senior Management of the Company, duly supported by various Groups and Committees.

(a) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they
become due. The Company employs prudent liquidity risk management practices which inter alia means
maintaining sufficient cash and the availability of funding through an adequate amount of committed
credit facilities. Given the nature of the underlying businesses, the corporate finance maintains flexibility
in funding by maintaining availability under committed credit lines and this way liquidity risk is
mitigated by the availability of funds to cover future commitments. Cash flow forecasts are prepared
and the utilized borrowing facilities are monitored on a daily basis and there is adequate focus on good
management practices whereby the collections are managed efficiently. The Company while borrowing
funds for large capital proj ect, negotiates the repayment schedule in such a manner that these match with
the generation of cash on such investment. Longer term cash flow forecasts are updated from time to
time and reviewed by the Senior management of the Company.

(b) Credit Risk

Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument or
customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating
activities (primarily trade receivables) including deposits with banks, foreign exchange transactions and
other financial assets.

(i) Trade receivables

Customer credit risk is managed subject to the Company''s established policy, procedures and control
relating to customer credit risk management. Management evaluate credit risk relating to customers on
an ongoing basis. Receivable control management team assess the credit quality of the customer, taking
into account its financial position, past experience and other factors. Outstanding customer receivables
are regularly monitored. An impairment analysis is performed at each reporting date on group/ category
basis. The calculation is based on exchange losses, historical data and available facts as on date of

evaluation. Trade receivables comprise a customer base including FMCG companies, dealers and retail
customers. The Company evaluates the concentration of risk with respect to trade receivables as low, as
its customers are located in several jurisdictions and industries and operate in largely independent
markets.

(ii) Financial instruments and cash deposit

Credit risk from balances with banks and financial institutions is managed by the Company''s Finance
department team in accordance with the Company''s policy. The limits are set to minimize the
concentration of risks and therefore mitigate financial loss through counter party''s potential failure to
make payments. Credit limits of all authorities are reviewed by the management on regular basis. All
balances with banks and financial institutions is subject to low credit risk due to good credit ratings
assigned to the Company.

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate
because of changes in market prices. Market risks comprises three types of risk: currency rate risk,
interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial
instruments affected by market risks include loans and borrowings. The sensitivity analyses in the
following sections relate to the position as at March 31, 2025 and March 31, 2024. The analyses exclude
the impact of movements in market variables on; the carrying values of gratuity and other post¬
retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the
relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is
based on the financial assets and financial liabilities held as of at March 31, 2025 and March 31, 2024.

(c) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes
in foreign exchange rates relates primarily to the Company''s operating activities (when revenue, expense
or capital expenditure is denominated in foreign currency). The company is not exposed to material
foreign currency risk.

(d) Interest rate risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in market interest rates. The Company''s exposure to the risk of changes in market
interest rates relates primarily to the Company''s debt obligation at floating interest rates which is not
material.

(e) Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require
the ongoing purchase of raw material and therefore requires a continues supply. The Company
operations may impact due to changes in prices of those raw materials.

For the purpose of the Company’s capital management, capital includes issued equity attributable to the
equity shareholders of the Company, security premium and all other equity reserves. The primary
objective of the Company’s capital management is that it maintain an efficient capital structure and
maximize the shareholder value. The Company manages its capital structure and makes adjustments in
light of changes in economic conditions and the requirements of the financial covenants. To maintain or
adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital
to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net
interest bearing debt divided by total capital attributable to shareholders. The Company includes within
net debt, interest bearing loans and borrowings, less cash and cash equivalents, other bank balances
which are free.

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

II. The Company does not have any transactions with companies struck off.

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

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

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

VI. The Company has 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:

(a) 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

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

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

a) 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

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

VIII. The Company has not any 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.

29.18 In the opinion of the Board of Directors, the Current Assets, Loans and Advances are
approximately of the value stated if realised in the ordinary course of business. The provision for all
known liabilities is adequate and not in excess of amount reasonably necessary.

29.19 Previous year figures have been recasted/regrouped/rearranged wherever necessary to make them
comparable with that of current year.

As per our report of even date attached

For Nitin Mahajan & Associates For & on behalf of the Board

Chartered Accountants MEGASTAR FOODS LIMITED

FRN - 019837N

CA VISHAL SHARMA VIKAS GOEL VIKAS GUPTA

M No. 503245 Chairman cum Managing Whole-time Director

Director

Partner DIN: 05122585 DIN: 05123386

UDIN: 25503245BMGYBO9489
Place: Chandigarh

Dated: 23.05.2025 MANISHA GUPTA DEEPALI

CHHABRA

Chief Financial Officer Company Secretary

M. No: A61299

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Mar 31, 2024

2.2.8 Provisions:

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and are liable estimate can be made of the amount of the obligation. When the Company expects some or all of a provision to be reimbursed, for example, under an insurance contract, the reimbursement is recognised as a separate asset, but only when the reimbursement is virtually certain. The expense relating to a provision is presented in the statement of profit and loss net of any reimbursement.

Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the best estimate.

Contingent Liabilities

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases, where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements unless the probability of outflow of resources is remote.

Provisions, contingent liabilities, contingent assets and commitments are reviewed at each balance sheet date.

2.2.9 Revenue Recognition:

The Company earns revenue primarily from sales of wheat products.

Revenue is recognised upon transfer of control of promised products or services to customers in an amount that reflects the consideration which the Company expects to receive in exchange for those products or services.

Revenue is measured based on the transaction price, which is the consideration, adjusted for volume discounts, price concessions and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.

Contract assets are recognised when there is excess of revenue earned over billings on contracts.

Contract assets are classified as unbilled receivables (only act of invoicing is pending) when there is unconditional right to receive cash, and only passage of time is required, as per contractual terms.

Unearned and deferred revenue ("contract liability”) is recognised when there is a billing in excess of revenues.

Contracts are subject to modification to account for changes in contract specification and requirements. The Company reviews modification to contract in conjunction with the original contract, basis which the transaction price could be allocated to a new performance obligation, or transaction price of an existing obligation could undergo a change. In the event transaction price is revised for existing obligation, a cumulative adjustment is accounted for.

Interest income:

For all debt instruments measured either at amortized cost or at fair value through other comprehensive income, interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated future cash payments or receipts over the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial asset or to the amortized cost of a financial liability. When calculating the effective interest rate, the company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses. Interest income is included in finance income in the statement of profit and loss.

Use of significant judgments in revenue recognition

• The Company''s contracts with customers could include promises to transfer multiple products to a customer. The Company assesses the products promised in a contract and identifies distinct performance obligations in the contract. Identification of distinct performance obligation involves judgement to determine the deliverables and the ability of the customer to benefit independently from such deliverables.

• Judgement is also required to determine the transaction price for the contract. The transaction price could be either a fixed amount of customer consideration or variable consideration with elements such as volume discounts, price concessions and incentives. The transaction price is also adjusted for the effects of the time value of money if the contract includes a significant financing component. Any consideration payable to the customer is adjusted to the transaction price, unless it is a payment for a distinct product or service from the customer. The estimated amount of variable consideration is adjusted in the transaction price only to the extent that it is highly probable that a significant reversal in the amount of cumulative revenue recognised will not occur and is reassessed at the end of each reporting period. The Company allocates the elements of variable considerations to all the performance obligations of the contract unless there is observable evidence that they pertain to one or more distinct performance obligations.

• The Company uses judgement to determine an appropriate standalone selling price for a performance obligation. The Group allocates the transaction price to each performance obligation on the basis of the relative stand-alone selling price of each distinct product promised in the contract. Where standalone selling price is not observable, the Company uses the expected cost plus margin approach to allocate the transaction price to each distinct performance obligation.

• The Company exercises judgement in determining whether the performance obligation is satisfied at a point in time or over a period of time. The Company considers indicators such as who controls the asset as it is being created or existence of enforceable right to payment for performance to date and alternate use of such product, transfer of significant risks and rewards to the customer, acceptance of delivery by the customer, etc.

2.2.10 Leases

The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a specific asset or assets and the arrangement conveys a right to use the asset or assets, even if that right is not explicitly specified in an arrangement.

Company as a lessee

The Company, as a lessee, recognises a right-of-use of asset and a lease liability for its leasing arrangements, if the contract conveys the right to control the use of an identified asset. The contract conveys the right to control the use of an identified asset, if it involves the use of an identified asset and the Company has substantially all of the economic benefits from use of the asset and has right to direct the use of the identified asset. The cost of the right-of-use asset shall comprise of the amount of the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs incurred. The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any remeasurement of the lease liability. The right-of-use asset is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use asset.

The Company measures the lease liability at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Company uses incremental borrowing rate. For short-term and low value leases, the Company recognises the lease payments as an operating expense on a straight-line basis over the lease term.

Company as a Lessor

Lease income from operating lease where the Company is a lessor is recognized in income or a straight line basis over the lease term unless the receipts are structured to increase in line with expected general inflation to compensate the lessor for the expected inflationary cost increases. The respective leased assets are included in the balance sheet based on their respective nature.

2.2.11 Fair Value Measurement

The Company measures financial instruments, such as, derivatives at fair value at each balance sheet date.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:

i. I n the principal market for the asset or liability, or

ii. l n the absence of a principal market, in the most advantageous market for the asset or liability The principal or the most advantageous market must be accessible by the Company.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that market participants act in their economic best interest.

A fair value measurement of a non-financial asset takes into account a market participant''s ability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.

The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient date are available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:

(a) Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities

(b) Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable

(c) Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable

For assets and liabilities that are recognized in the financial statements on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

The Company''s management determines the policies and procedures for both recurring and non-recurring fair value measurement, such as derivative instruments measured at fair value.

External valuers are involved for valuation of significant assets, such as properties and financial assets and significant liabilities. Involvement of external valuers is decided upon annually by the management. The management decided, after discussions with the Company''s external valuers which valuation techniques and inputs to use for each case.

At each reporting date, the management analyses the movements in the values of assets and liabilities which are required to be remeasured or re-assessed as per the Company''s accounting policies.

The management in conjunction with the Company''s external valuers, also compares the change in the fair value of each asset and liability with relevant external sources to determine whether the change is reasonable.

For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

2.2.12 Borrowing Costs:

Borrowing cost includes interest expense as per effective interest rate [EIR]. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset until such time that the asset are substantially ready for their intended use. Where funds are borrowed specifically to finance a project, the amount capitalized represents the actual borrowing incurred. Where surplus funds are available out of money borrowed specifically to finance project, the income generated from such current investments is deducted from the total capitalized borrowing cost. Where funds used to finance a project form part of general borrowings, the amount capitalized is calculated using a weighted average of rate applicable to relevant general borrowing of the Company during the year. Capitalisation of borrowing cost is suspended and charged to profit and loss during the extended periods when the active development on the qualifying project is interrupted. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds. Borrowing cost also includes exchange differences arising from foreign currency borrowings to the extent that they are regarded as an adjustment to the borrowing costs.

2.2.13 Impairment of Non Financial Assets:

The Company assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset''s recoverable amount. An asset''s recoverable amount is the higher of an asset''s or cash-generating unit''s (CGU) fair value less costs of disposal and its value in use.

Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset.

In determining fair value less costs of disposal, recent market transactions are taken into account. If no such transactions can be identified, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.

The Company basis its impairment calculation on detailed budgets and forecast calculations, which are prepared separately for each of the Company''s CGUs to which the individual assets are allocated. These budgets and forecast calculations generally cover a period of five years. For longer periods, a long-term growth rate is calculated and applied to project future cash flows after the fifth year. To estimate cash flow projections beyond periods covered by the most recent budgets/forecasts, the Company extrapolates cash flow projections in the budget using a steady or declining growth rate for subsequent years, unless an increasing rate can be justified. In any case, this growth rate does not exceed the long-term average growth rate for the products, industries, or country or countries in which the entity operates, or for the market in which the asset is used.

Impairment losses of operations, including impairment on inventories, are recognised in the statement of profit and loss, except for properties previously revalued with the revaluation surplus taken to OCI. For such properties, the impairment is recognised in OCI up to the amount of any previous revaluation surplus.

After impairment depreciation is provided on the revised carrying amount of the asset over its remaining economic life.

An assessment is made in respect of assets at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have decreased. If such indication exists, the Company estimates the asset''s or CGU''s recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset''s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.

2.2.14 Foreign Currency Transactions:

For foreign currency denominated financial assets measured at amortised cost and FVTPL, the exchange differences are recognised in statement of profit and loss except for those which are designated as hedging instruments in a hedging relationship.

Changes in the carrying amount of investments in equity instruments at FVTOCI relating to changes in foreign currency rates are recognised in other comprehensive income.

For the purposes of recognising foreign exchange gains and losses, FVTOCI debt instruments are treated as financial assets measured at amortised cost. Thus, the exchange differences on the amortised cost are recognised in statement of profit and loss and other changes in the fair value of FVTOCI financial assets are recognised in other comprehensive income.

For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments and are recognised in the statement of profit and loss.

The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated

at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the

foreign exchange component forms part of the fair value gains or losses and is recognised in statement of profit and loss.

2.2.15 Government Grants:

Government grants are recognized where there is reasonable assurance that the grant will be received and all attached conditions will be complied with. When the grant relates to an expense item, it is recognized as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is recognized as income in equal amounts over the expected useful life of the related asset. However if any export obligation is attached to the grant related to an asset, it is recognized as income on the basis of accomplishment of the export obligation.

When the Company receives grants of non-monetary assets, the asset and the grant are recorded at fair value amounts and released to profit or loss over the expected useful life in a pattern of consumption of the benefit of the underlying asset i.e. by equal annual instalments.

2.2.16 Intangible Assets:

(a) Purchased Intangible assets are measured at cost as at the date of acquisition, less accumulated amortization and impairment losses if any. For this purpose, cost includes deemed cost on the date of transition and acquisition price, license fees, non-refundable taxes and costs of implementation/system integration services and any directly attributable expenses, wherever applicable for bringing the asset to its working condition for the intended use.

(b) Amortization methods, estimated useful lives and residual value Intangible assets are amortized on a straight-line basis (without keeping any residual value) over its estimated useful lives of five years from the date they are available for use. The estimated useful lives, residual values and amortization method are reviewed at the end of each financial year and are given effect to, wherever appropriate.

(c) The cost and related accumulated amortization are eliminated from the financial statements upon sale or retirement of the asset and the resultant gains or losses are recognized in the statement of profit and loss.

2.2.17 Investment in Subsidiary

The Company''s investments in its subsidiary is accounted for at cost.

2.2.18 Non-current assets held for sale

Non-current assets and disposal groups are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use.

Non-current assets and disposal groups classified as held for sale are measured at the lower of carrying amount and fair value less cost to sell. This condition is regarded as met only when the sale is probable and the asset or disposal group is available for immediate sale in its present condition. Management must be committed to the sale, which should be expected to qualify for recognition as a completed sale within one year from the date of classification.

Non-current assets classified as held for sale are presented separately from other assets in the balance sheet. The non current assets after being classified as held for sale are not depreciated or amortized.

2.2.19 Earnings per share

Basic and diluted earnings per Equity Share are computed in accordance with Indian Accounting Standard 33 ''Earnings per Share'', notified accounting standard by the Companies (Indian Accounting Standards) Rules of 2015 (as amended). Basic earnings per share is calculated by dividing the net profit or loss attributable to equity holder of company (after deducting preference dividends and attributable taxes, if any) by the weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as bonus issue, bonus element in a right issue, share split, and reverse share split (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

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

The company has not granted any loans to promoters, director, KMPs and the related parties (as defined under Companies Act, 2013) either severally or jointly with any other person during the year under consideration.

Terms and conditions of transactions with related parties

The sales to and purchases from related parties, if any are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2024, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2024: Nil, March 31, 2023: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Deferred Tax:

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

Corporate Social Responsibility:

During the year, the amount spent on corporate social responsibility activities amounted to INR 17.50 Lakhs (31 March 2023: 11.89 lakhs) in accordance with Section 135 of the Act, 2013. The following amounts were actually spent during the current and previous year

Employee Benefits:

The Company has a defined benefit gratuity plan. Under Gratuity Plan, every employee who has completed five years or more of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service.

The gratuity plan is governed by the Payment of Gratuity Act, 1972. The level of benefits provided depends on the member''s length of service and salary at retirement age.

Description of Risk Exposures

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follow:

i) Salary Increases- Actual salary increases will increase the Plan''s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

ii) Discount Rate : Reduction in discount rate in subsequent valuations can increase the plan''s liability.

iii) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

Financial risk management objectives and policies

The Company has instituted an overall risk management programme which also focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company''s financial performance. Financial risk management is carried out by Finance department under policies approved by the Board of Directors from time to time. The Finance department, evaluates and hedges financial risks in close co-operation with the various stakeholders. The Board of Directors approves written principles for overall financial risk management, as well as written policies covering specific areas, such as credit risk, use of derivative financial instruments and non-derivative financial instruments.

The Company is exposed to market risk, credit risk and liquidity risk. These risks are managed pro-actively by the Senior Management of the Company, duly supported by various Groups and Committees. Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company employs prudent liquidity risk management practices which inter alia means maintainingsufficientcashandtheavailabilityoffundingthrough an adequate amountofcommitted credit facilities. Given thenature ofthe underlying businesses, the corporate finance maintains flexibility in funding by maintaining availability under committed credit lines and this way liquidity risk is mitigated by the availability of funds to cover future commitments. Cash flow forecasts are prepared and the utilized borrowing facilities are monitored on a daily basis and there is adequate focus on good management practices whereby the collections are managed efficiently. The Company while borrowing funds for large capital project, negotiates the repayment schedule in such a manner that these match with the generation of cash on such investment. Longer term cash flow forecasts are updated from time to time and reviewed by the Senior management of the Company.

(i) Trade receivables

Customer credit risk is managed subject to the Company''s established policy, procedures and control relating to customer credit risk management. Management evaluate credit risk relating to customers on an ongoing basis. Receivable control management team assess the credit quality of the customer, taking into account its financial position, past experience and other factors. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on group\category basis. The calculation is based on exchange losses, historical data and available facts as on date of evaluation. Trade receivables comprise a customer base including FMCG companies, dealers and retail customers. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

(ii) Financial instruments and cash deposit

Credit risk from balances with banks and financial institutions is managed by the Company''s Finance department team in accordance with the Company''s policy. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter party''s potential failure to make payments. Credit limits of all authorities are reviewed by the management on regular basis. All balances with banks and financial institutions is subject to low credit risk due to good credit ratings assigned to the Company.

Market Risk

Market risk is the risk that the fair valueof future cash flows of afinancial instrument will fluctuate because of changes in market prices. Market risks comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings. The sensitivity analyses in the following sections relate to the position as at March 31, 2024 and March 31, 2023. The analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of at March 31, 2024 and March 31, 2023.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue, expense or capital expenditure is denominated in foreign currency). The company is not exposed to material foreign currency risk.

Interest rate risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligation at floating interest rates which is not material.

Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing purchase of raw material and therefore requires a continues supply. The Company operations may impact due to changes in prices of those raw materials.

Capital Management

For the purpose of the Company''s capital management, capital includes issued equity attributable to the equity shareholders of the Company, security premium and all other equity reserves. The primary objective of the Company''s capital management is that it maintain an efficient capital structure and maximize the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net interest bearing debt divided by total capital attributable to shareholders. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents, other bank balances which are free.

(a) 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

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

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

(a) 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

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

(viii) The Company has not any 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.

29.17 In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of amount reasonably necessary.

29.18 Previous year figures have been recasted/regrouped/rearranged wherever necessary to make them comparable with that of current year.

As per our report of even date attached

For Nitin Mahajan & Associates For & on behalf of the Board

Chartered Accountants MEGASTAR FOODS LIMITED

FRN - 019837N

CA VISHAL SHARMA VIKAS GOEL VIKAS GUPTA

M No. 503245 Chairman cum Managing Director Whole-time Director

Partner DIN: 05122585 DIN: 05123386

UDIN:24503245BKBPRE9148

Place : Chandigarh MANISHA GUPTA DEEPALI CHHABRA

Dated : 20.05.2024 Chief Financial Officer Company Secretary

M.No:A61299

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Mar 31, 2023

1. (a) The first term loan from HDFC Bank Ltd. of Rs. 504.21 lakhs was taken against factory land & building , personal gurantee of Vikas Goel ,Vikas Gupta ,Mudit goel directors of company & residential properties of Vikas Gupta . The loan was for the tenure of 74 months having an EMI of Rs. 10.22 lakhs beginning 07.02.2024 & carrying ROI of 8.63%

(b) The second term loan from HDFC Bank Ltd. of Rs. 679.70 lakhs was taken against factory land & building , personal guarantee of Vikas Goel ,Vikas Gupta ,Mudit goel directors ofcompany & residential properties of Vikas Gupta . The loan wasfor the tenure of 66 months having an EMI ofRs. 13.78 lakhs w.ef. 07.06.2023 & carrying ROI of 8.63%

(c) Thefirst GECL loan from HDFC Bank Ltd. of Rs. 539.00 lakhs was taken againstfactory land & building, personal guarantee of directorsVikas Goel,Vikas Gupta,Mudit goel directors of company & residential properties of Vikas Gupta. The loans wasfor the tenure of 48 months having an EMI of Rs. 16.95 lakhs w.ef. 16.11.2021 & carrying ROI of 9.25%.

(d) The second GECL loan from HDFC Bank Ltd. of Rs. 785.00 lakhs was taken against factory land & building, persona gurantee of Vikas Goel ,Vikas Gupta ,Mudit goel directors of company & residential properties of Vikas Gupta . The loans wasfor the tenure of 5 years having an EMI of Rs. 24.44 lakhs w.ef. 07.05.2024 & carrying ROI of 9.25%

(e) The term loans from Citi Bank were taken against factory land & building, personal guarantee of Vikas Goel ,Vikas Gupta ,Mudit goel directors of company & residential properties of two directors Vikas Gupta & Vikas Goel and the ROI ,terms of loan and repayment are stated above.

(f) Vehicle loans from banks and NBFC are secured by hypothecation of vehicles financed.

3(i) Working Capital facilities from HDFC Bank Ltd. are secured by Hypothecation of Stock, debtors & all other current assets of company and extension of charges on block fixed assets on parri passu charges basis and extention of residential property of Vikas Gupta on parri passu basis . These loans are further secured by personal guarantee of the promoters/directors. Interest rate is 3 months T-bill 1.63% and present 3 months T-bill rate is 6.89%.

3(ii) Working Capital facilities from Citi Bank are secured by Hypothecation of Stock, debtors & all other current assets of company on parri pasu basis and extension of charges on block fixed assets on pari passu basis . These loans are further secured by personal guarantee of the promoters/directors and extention of charges on parri passu basis on the residential properties of the directors namely Vikas Goel & Vikas Gupta . Interest rate is 3 months T-bill 1.70% and present 3 months T-bill rate is 6.66%.

The company has not granted any loans to promoters, director, KMPs and the related parties (as defined under Companies Act, 2013) either severally or jointly with any other person during the year under consideration.

Terms and conditions of transactions with related parties

The sales to and purchases from related parties, if any are made on terms equivalent to those that prevail in arm''s length transactions. Outstanding balances at the year-end are unsecured and interest free and settlement occurs in cash. There have been no guarantees provided or received for any related party receivables or payables. For the year ended March 31, 2023, the Company has not recorded any impairment of receivables relating to amounts owed by related parties (March 31, 2023: Nil, March 31, 2022: Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

29.3 Deferred Tax:

The Company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

29.4 Corporate Social Responsibility:

During the year, the amount required to be spent on corporate social responsibility activities amounted to INR 11.89 lakhs (31 March 2022: Not Applicable) in accordance with Section 135 of the Act, 2013. The following amounts were actually spent during the current and previous year

29.5 Employee Benefits:

The Company has a defined benefit gratuity plan. Under Gratuity Plan, every employee who has completed five years or more of service gets a gratuity on departure at 15 days of last drawn salary for each completed year of service.

The gratuity plan is governed by the Payment of Gratuity Act, 1972. The level of benefits provided depends on the member''s length of service and salary at retirement age.

Description of Risk Exposures

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such company is exposed to various risks as follow:

i) Salary Increases- Actual salary increases will increase the Plan''s liability. Increase in salary increase rate assumption in future valuations will also increase the liability.

ii) Discount Rate : Reduction in discount rate in subsequent valuations can increase the plan''s liability.

iii) Mortality & disability - Actual deaths & disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

iv) Investment Risk-Theplan is unfunded hencethegreatestrisk tothe beneficiary is that there are insufficient funds available to provide the promised benefits. Th may be due to (a) The insufficient funds set aside, i.e. underfunding; (b) The insolvency of the Employer; (c) The holding of investments which are not matched to the liabilities; or (d) a combination of these events

29.8 Fair Value of Financial Instruments

The comparison of carrying value and fair value of financial instruments by categories that are not measured at fair value are as follows:

The management assessed that trade receivables, cash and cash equivalents, other bank balances, loans and advances to related parties, interest receivable, trade payables, capital creditors, other current financial assets and liabilities are considered to be the same as their fair values, due to their short term nature.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:

Fair value hierarchy

The Company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:

Level 1: Quoted (unadjusted) prices in active markets for identical assets or liabilities

Level 2: Other techniques for which all inputs that have a significant effect on the-recorded fair value are observable, either directly or indirectly Level 3: Techniques that use inputs that have a significant effect on the recorded fair value that are not based on observable market data.

29.9 Financial risk management objectives and policies

The Company has instituted an overall risk management programme which also focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company''s financial performance. Financial risk management is carried out by Finance department under policies approved by the Board of Directors from time to time. The Finance department, evaluates and hedges financial risks in close co-operation with the various stakeholders. The Board of Directors approves written principles for overall financial risk management, as well as written policies covering specific areas, such as credit risk, use of derivative financial instruments and non-derivative financial instruments.

The Company is exposed to market risk, credit risk and liquidity risk. These risks are managed pro-actively by the Senior Management of the Company, duly supported by various Groups and Committees.

(a) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The Company employs prudent liquidity risk management practices which inter alia means maintaining sufficient cash and the availability of funding through an adequate amount of committed credit facilities. Given the nature of the underlying businesses, the corporate finance maintains flexibility in funding by maintaining availability under committed credit lines and this way liquidity risk is mitigated by the availability of funds to cover future commitments. Cash flow forecasts are prepared and the utilized borrowing facilities are monitored on a daily basis and there is adequate focus on good management practices whereby the collections are managed efficiently. The Company while borrowing funds for large capital project, negotiates the repayment schedule in such a manner that these match with the generation of cash on such investment. Longer term cash flow forecasts are updated from time to time and reviewed by the Senior management of the Company.

The table below represents the maturity profile of Company''s financial liabilities at the end March 31, 2023 and March 31, 2022 based on contractual undiscounted payments:-

(b) Credit Risk

Credit Risk is the risk that the counter party will not meet its obligation under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables) including deposits with banks, foreign exchange transactions and other financial assets.

(i) Trade receivables

Customer credit risk is managed subject to the Company''s established policy, procedures and control relating to customer credit risk management. Management evaluate credit risk relating to customers on an ongoing basis. Receivable control management team assess the credit quality of the customer, taking into account its financial position, past experience and other factors. Outstanding customer receivables are regularly monitored. An impairment analysis is performed at each reporting date on group\category basis. The calculation is based on exchange losses, historical data and available facts as on date of evaluation. Trade receivables comprise a customer base including FMCG companies, dealers and retail customers. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and industries and operate in largely independent markets.

(ii) Financial instruments and cash deposit

Credit risk from balances with banks and financial institutions is managed by the Company''s Finance department team in accordance with the Company''s policy. The limits are set to minimize the concentration of risks and therefore mitigate financial loss through counter party''s potential failure to make payments. Credit limits of all authorities are reviewed by the management on regular basis. All balances with banks and financial institutions is subject to low credit risk due to good credit ratings assigned to the Company.

(c) Market Risk

Market riskistherisk that the fair value of future cash flows ofa financial instrument will fluctuate because of changes in market prices. Market risks comprises three types of risk: currency rate risk, interest rate risk and other price risks, such as equity price risk and commodity price risk. Financial instruments affected by market risks include loans and borrowings. The sensitivity analyses in the following sections relate to the position as at March 31, 2023 and March 31, 2022. The analyses exclude the impact of movements in market variables on; the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. The sensitivity of the relevant Profit and Loss item is the effect of the assumed changes in the respective market risks. This is based on the financial assets and financial liabilities held as of at March 31, 2023 and March 31, 2022.

(d) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company''s exposure to the risk of changes in foreign exchange rates relates primarily to the Company''s operating activities (when revenue, expense or capital expenditure is denominated in foreign currency). The company is not exposed to material foreign currency risk.

(e) Interest rate risk

Interest rate is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company''s exposure to the risk of changes in market interest rates relates primarily to the Company''s debt obligation at floating interest rates which is not material.

(f) Commodity price risk

The Company is affected by the price volatility of certain commodities. Its operating activities require the ongoing purchase of raw material and therefore requires a continues supply. The Company operations may impact due to changes in prices of those raw materials.

29.10 Capital Management

For the purpose of the Company''s capital management, capital includes issued equity attributable to the equity shareholders of the Company, security premiumand all other equity reserves. The primary objective of the Company''s capital management is that it maintain an efficient capital structure and maximize the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net interest bearing debt divided by total capital attributable to shareholders. The Company includes within net debt, interest bearing loans and borrowings, less cash and cash equivalents, other bank balances which are free.

29.13 Other statutory information

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

(ii) The Company does not have any transactions with companies struck off.

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

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

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

(vi) The Company has 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:

(a) 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

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

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

(a) 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

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

(viii) TThe Company has not any 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 I ncome Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

29.14 In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of the value stated if realised in the ordinary course of business. The provision for all known liabilities is adequate and not in excess of amount reasonably necessary.

29.15 Previous year figures have been recasted/regrouped/rearranged wherever necessary to make them comparable with that of current year.

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Mar 31, 2018

1 COMPANY OVERVIEW

Megastar Foods Limited is engaged in the business of Roller Flour Mills manufacturing Wheat Products. The company is converted into a limited company and changed the name to Megastar Foods Limited on 16th March 2018 from Megastar Foods Private Limited. The company was incorporated on 28th November, 2011 under the Companies Act, 1956. The company has its Registered Office and Head Office at 807, Industrial Area, Phase II, Chandigarh and Plant In Ropar District,Punjab

2.1 Terms/Rights attached to Equity Shares

The company has only one class of Equity Shares having face value of Rs. 10/- each (Previous year Rs. 10/- each) in its issued, subscribed and paid up Equity share capital. Each shareholder is entitled to one vote per share. Each shareholder have the right in profit/surplus in proportion to amount paid up with respect to share holding. In the event of winding up, the equity shareholders will be entitled to receive the remaining balance of assets, if any, in proportionate to their individual shareholding in the paid up equity capital of the company.

The company has issued bonus shares to existing shareholders in the ratio of 21:100 pursuant to Extra Ordinary General Meeting held on 09.03.2018.

a) Accounting for Lease

Detail of Lease rent as per-19 ‘Accounting for Lease’ of ICAI

The Company has taken premises under operating lease arrangements. The lease period varies from 1 to 9 years with the option 60 000/-) Same with mutual consent. The total lease rental recognized as expenses aggregate to Rs. 60,000/- (Previous year Rs. 60,000/-)

b) About 15% balances as at 31st March 2018 in respect of Sundry Debtors and Creditors are subject to confirmation Wherever not available the Parties, the balances as appearing in the books of account have been confirmed by the management.

c) Max. balance due towards directors at any time during the year is Rs. 2,51,20,641/-Cr. (PY- Rs. 3,02,67,834/-Cr.)

d) The financial statement for the year has been prepared by Rounding off to Rs. in compliance with Schedule III of the Companies Act, 2013.

e) The company was converted in to a limited company and changed the name to Megastar Foods Limited on 16th March 2018.

f) The previous year’s figures have been reworked, regrouped, rearranged and reclassified, where-ever deemed necessary in order to make them comparable with the current year’s figures.

g) Note 1 to 30 forms an integral part of Balance Sheet.