Mar 31, 2026
i. The Company has only one class of equity shares having par value of Rs. 10 per share.
ii. Each holder of equity shares is entitled to one vote per share.
iii. In the event of the liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company. The distribution will be in proportion to the number of equity shares held by the shareholders as on the date of liquidation.
(E) Share capital includes:
i. The company had approved and obtained shareholders consent through Postal ballot on 30th April, 2021 issued78,85,832/- equity shares as fully paid as bonus shares in the ratio of 2:1 share to the shareholders who were shareholders in the company as on the shareholders'' register closure period as per the records of the company by capitalizing amounts from the credit balance of Securities Premium Account and Carried Forward Balances of Surplus of Profit & Loss Statement. The company had allotted its Bonus shares in the ration of 2:1 on 10th May, 2021. The company had at its extra ordinary general meeting held on 17th May, 2016 issued 15,21,500/- equity shares as full paid as bonus shares in the ratio of 1:1 share to the shareholders who were shareholders in the company as on the shareholders'' register closure period as per the records of the company by capitalizing amounts from the credi balance of Securities Premium Account and Carried Forward Balances of Surplus of Profit & Loss Statement.
ii. Money received against Share Warrants represents amounts received towards warrants which entitles the warrant holders, the option to apply for and be alloted equivalent number of equity shares of the face value of Rs.10 each. During the year 2021-22, the Company has issued to its Non Promoter Group Entities 38,79,504 warrants at a price of Rs.56.48 each entitling them for subscription of equivalent number of Equity Shares of Rs.10 each (including premium of Rs.46.48 each share) in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018. During the year 2022-2023, allottees of 694200 warrants have exercised their right to convert the warrants into equity shares by paying balance 75% of the consideration aggregating Rs.2,94,06,312/- and consequently 694200 equity shares were issued to them. During the year 2022-2023, the Company has issued and allotted 1,50,000 equity shares of Rs.10 each at a premium of Rs.46.48 each on July 25, 2022, 2,30,257 equity shares of Rs.10 each at a premium of Rs.46.48 each on August 09,2022, 1,60,943 equity shares of Rs.10 each at a premium of Rs.46.48 each on September 02, 2022 and 1,53,000 equity shares of Rs.10 each at a premium of Rs.46.48 each on September 13, 2022 to Non promoter group entities on preferential basis upon conversion of equivalent number of warrants.
iii. The Company had issued 13,49,162 Equity Shares of Rs. 10 each at a premium of Rs. 210.16 on a preferential basis to non-promoters vide shareholders approval dated 15th September, 2023 in accordance with Chapter V of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018. Out of which, The Company had allotted 7,18,172 Equity shares of Rs. 10 each at a premium of Rs. 210.16 on Preferential basis to non-promoters on 07th December, 2023 and The Company had allotted 4,04,647 Equity shares of Rs. 10 each at a premium of Rs. 210.16 on Preferential basis to non-promoters on 15th December, 2023 and 2,26,343 Equity shares of Rs. 10 issued on preferential basis were remained unsubscribed.
iv. The shareholders of the Company had approved, through Postal Ballot on 15th May, 2025, the issuance of 9,60,000 warrants convertible into an equivalent number of equity shares of the Company on a preferential basis. The Company received the In-principle Approval from the Stock Exchange on 27th May, 2025 and upon receipt of 25% of the warrant subscription amount on 10th June, 2025, allotted 9,60,000 warrants on 11th June, 2025.
v. During the year ended 31st March, 2026, an aggregate of 2,34,094 warrants were converted into 2,34,094 fully paid-up equity shares of the Company, comprising 12,805 equity shares allotted on 11th September, 2025, 57,725 equity shares allotted on 2nd February, 2026, 44,715 equity shares allotted on 24th February, 2026 and 1,18,849 equity shares allotted on 30th March, 2026. Consequently, as at 31st March, 2026, 7,25,906 warrants remained outstanding and were available for conversion into an equivalent number of equity shares in accordance with the terms of issue and the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
Consequently, as at 31st March, 2026, 7,25,906 warrants remained outstanding and were available for conversion into an equivalent number of equity shares in accordance with the terms of issue and the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.
a. Cash Credit facility from Axis bank is secured by way of hypothecation of Stocks & Book Debts of the company as primary security.
b. Details of Collateral Security
- Extention of Equitable Mortgage of the following properties.
i. Residential Property Situated at 406, 4th Floor, Block G, Venus Parklan, Vejalpur Police Choki, Vejalpur, Ahmedabad-380051 owned by Hiren Ghelani.
ii. Commercial Property situated at 102, Sanskar 2, Near Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad-380015 owned by Hiren Ghelani.
iii. Residential Property Situated at Plot No. F1, Palace Compound, Near Raj Mahal Club Road, Dhangadhra, Dist. Surendranagar-363040 owned by Hardik Ghelani and Chandrakant Ghelani.
iv. Residential Property Situated at Plot No. F1, Palace Compound, Near Raj Mahal Club Road, Dhangadhra, Dist. Surendranagar-363040 owned by Jinen Ghelani and Neha Ghelani.
c. Outstanding balances of working capital secured by personal guarantees of the directors of the company & their relatives.
d. Working capital loans repayable on demand.
a. Cash Credit facility from Axis bank is secured by way of hypothecation of Stocks & Book Debts of the company as primary security.
b. Details of Colateral Security
i. Registered/Equitable Mortgage of Land & Building at G. No. 213/3, at Shrirampur, Sinnar Distric, Nasik owned by Prime Fresh Limited.
ii. Registered Mortgage of Residential House situated at Bhavani Krupa Palace Compound, Near Raj Mahal Club Road, City Survey No. 2827P, City Survey Ward No. 2, Mouje Dhagandhra, District Surendranagar-363040 owned by Hardik Ghelani and Chandrakant Ghelani.
iii. Registered Mortgage of Commercial Unit situated at 102, 1st Floor, Sanskar 2, Near Ketav Petrol Pump, Polytechnic Road, Ambawadi, Ahmedabad-380015 owned by Hiren Ghelani.
iv. Registered Mortgage of Residential Flat situated at D/31, 3rd Floor, Amaltas Apartment, Revenue Survey No. 997, T.P.S. No. 6, F.P. No. 179, Mouje Vejalpur, Ahmedabad owned by Jinen Ghelani and Neha Ghelani.
v. Pledge of 625800 Shares by Promoters.
c. Outstanding balances of working capital secured by personal guarantees of the directors of the company & their relatives.
Note: 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.Significant management judgment is required in determining provision for Income Tax, Deferred Income Tax Assets and Liabilities and recoverability of Deferred Income Tax Assets against future sufficient taxable income. The recoverability of deferred income tax assets is based on estimates of future taxable income which the company may generate and the period over which deferred income tax assets will be recovered and applicability or modifications of relevant tax provisions._
Gratuity: The Company has defined benefit gratuity plan for its employees. The employee who has completed five years or more of service is entitled to gratuity on termination of his employment at 15 days last drawn salary for each completed year of service. The scheme is funded (fund held with LIC). The present value of obligation in respect of gratuity is determined based on actuarial valuation using the Project Unit Credit Method as prescribed by Ind AS - 19.
The following table sets out the amounts recognised in the company''s financial statements based on actuarial valuations being carried out as at 31st March 2026 and 31st March 2025. The disclosure includes details of assets and liabilities of total employees including employees working for projects.
The following tables shows the carrying amounts of financial assets and financial liabilities which are classified as fair value through profit and loss (FVTPL), Fair value through other comprehensive income (FVTOCI) and at amortised cost.
The carrying amounts of cash and cash equivalents, Bank balance other than cash and cash equivalent, other deposits, trade payable and other financial liabilities are considered to be the same as their fair values, due to their short term nature. For financial assets and liabilities that are measured at fair value, the carrying amounts are equal to the fair values.
_r a vinN_
To analyse financial instruments measured at fair value at the reporting date, by the level in the fair value hierarchy into which the fair value measurement is categorised. There is no financial instrument which measured at fair value recurring fair value measurements.
(i) Investments in Subsidiaries:
Investments in subsidiary has been accounted at cost. Since these are scoped out of IND AS 109 for the purposes of measurement, the same have been disclosed under fair value classification.
(ii) Financial Instrument measured at Amortised Cost:
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are reasonable approximation of their fair values since the company does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.
(iii) Levels 1, 2 and 3
Level 1: Investment that has a quoted price and which are actively traded on the stock exchanges. It is being valued using the closing price as at the reporting period on the stock exchanges.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in Level 3.
(iv) There have been no transfers between Level 1 and Level 2 during the years.
The Company''s primary focus is to foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial performance. The Company''s principal financial liabilities generally comprises of trade payables and other financial liabilities. The Company''s principal financial assets generally include investments, loans, cash and cash equivalents, balances other than bank balances and other financial assets.The Company is exposed to market risk, credit risk and liquidity risk. The Company''s senior management oversees the management of these risks. The Company''s senior management ensures that financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in accordance with the Company''s policies and risk objectives. It is the Company''s policy that no trading in financial instruments for speculative purposes may be undertaken.
The Company''s size and operations result in it being exposed to the market risks that arise from its use of financial instruments namely Currency risk and Interest risks. These risks may affect the Company''s income and expenses, or the value of its financial instruments.
The Company''s exposure to and management of these risks are explained below: i Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate becausse of changes in market interest rates. The Company''s financial assets are at fixed rate. Summary of financial assets and financial liabilities has been provided below:
The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment.
ii Foreign currency risk
Foreign currency risk can only arise on financial instruments that are denominated in a currency other than the functional currency in which they are measured. The company''s functional currency is Indian Rupees (INR). The company does not have any foreign currency exposures.
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities and from its financing activities, including deposits with banks and financial institutions.
Credit risk in respect of trade and other receivables is managed through credit approvals, establishing credit limits and monitoring the creditworthiness of customers to whom the Corporation grants credit terms in the normal course of business. Expected credit loss assessment for Trade and other receivables from customers as at March 31, 20256 and March 31, 2025 have been given as under:
The Company monitors its risk of shortage of funds through using a liquidity planning process that encompasses an analysis of projected cash inflow and outflow.The Company''s objective is to maintain a balance between continuity of funding and flexibility largely through cashflow generation from its operating activities and the use of borrowings. The company''s approach to managing liquidity is to ensure that it will have sufficient liquidity or access to funds to meet our liabilities when they are due.
The Company monitors its risk of shortage of funds through using a liquidity planning process that encompasses an analysis of projected cash inflow and outflow.The Company''s objective is to maintain a balance between continuity of funding and flexibility largely through cashflow generation from its operating activities and the use of borrowings. The company''s approach to managing liquidity is to ensure that it will have sufficient liquidity or access to funds to meet our liabilities when they are due.
The table below summarises the maturity profile of the Company''s financial liabilities (including future interest payable) based on contractual undiscounted payments.
The Company manages its capital to ensure that the Company will be able to continue as going concern while maximizing the return to stakeholders through the optimization of the debt and equity balance.For the purpose of the Company''s capital management, capital includes issued capital and other equity reserves. The primary objective of the Company''s capital management is to maximize shareholders value. The Company manages its capital structure and makes adjustments in the light of changes in economic environment and the requirements of the financial covenants.
The Company monitors capital using Debt-Equity ratio and Debt Service Coverage Ratio is disclosed in Note No. 46.
No changes were made in the objectives, policies or processes for managing capital during the years ended March 31, 2026 and March 31, 2025.
The Group offered Equity Options under âPrime Fresh Limited-Employee Stock Option Plan 2024â [herein after referred to as ESPO Plan, 2024" to the eligible employees being permanent employee of the Group and directors of the Holding company whether whole-time director or not including non-executive director but excluding an employee who is a Promoter or belongs to the Promoter Group or a director who either by himself or through his relatives or through any body corporate, directly or indirectly holds more than 10% of the issued and subscribed shares of the Holding Company and independent director.
The ESOP Plan, 2024 Plan was approved by the Nomination and Remuneration Committee and Board of Directors of the Holding Company at their respective meeting held on 24th August, 2024.
The Shareholders of the Holding Company at their Annual General Meeting held on 27th September, 2024 approved the ESOP Plan, 2024 for creation and grant from time to time, in one or more tranches, not exceeding 6,00,000 employee stock options to or for the benefit of eligible employees exercisable into not more than 6,00,000 equity shares of face value of Rs. 10/-(Rupees Ten) each fully pai-up, where one employee stock option would convert into one equity share upon excercise.
The grant is determined after having regard to various factors and criteria specified in ESOP Plan, 2024.
The option granted under ESOP Plan, 2024 are not transferable an can be exercised only by the employees of the Group.
The option granted under ESOP Plan, 2024 shall be exercised within one and half year from the date of grant of option i.e. May 06, 2025 comprising of a one year of minimum vesting period followed by six months of exercise period.
The option granted under ESOP Plan, 2024 to be excercised at any time within the Exercise Period of Five Years from the date of grant of options.
The equity shares issued under ESOP Plan, 2024 will rank pari-passu with the existing equity shares on the date of exercise of option and issue of shares.
The expected life of the share options is based on historical data and current expectations and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the assumption that the historical volatility over a period similar to the life of the options is indicative of future trends, which may not necessarily be the actual outcome. he expected option life is assumed to be mid-way between the option vesting and expiry.
Expected Volatility:
Volatility was calculated using standard deviation of daily change in stock price. The historical period considered for volatility matches the expected life of the option.
How Expected Volatility Measured:
Following factors considered while measuring volatility:
(a) Share Prices
(b) Exercise Price
(c) Historial Volatility
(d) Expected Option Life
(e) Dividend Yield
(f) Risk Free Interest Rate
The company had received in-principal approval from Stock Exchange for âPrime Fresh Limited-Employee Stock Option Plan-2024â on 19.03.2025. The Nomination and Remuneration committees of the company has granted 77,300 stock options to the eligible employees under âPrime Fresh Limited-Employee Stock Option Plan-2024â on 06.05.2025.
b) The company has issued 9,60,000 warrants convertible into equal number of shares on a preferential basis to the promoters through Postal Ballot process on 15.05.2025. The company got approval from the stock exchange on 27th May, 2025. On 11th June, 2025 the Finance Committee of the Company Allotted 9,60,000 warrants to the eligible investors from whom 25.00% of the share warrant money has been received. Of the total share warrant of 9,60,000, warrant holders of 2,34,094 have fully paid the amounts against the share warrant and exercised the option of conversion of share warrants in the share capital. Accordingly, the company has allotted 2,34,094 shares as fully up shares during the financial year. The amount received from remaining warrant holders has been carried money received against share warrants as part of Equity in the audited standalone financial statements.
The title deeds of all the immovable properties, (other than immovable properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in property, plant and equipment and capital work-in progress are held in the name of the Company as at the balance sheet date.
f) Revaluation of property, Plant and Equipment
There has not been any revaluation of Property, Plant and Equipment by a registered valuer as defined under Rule 2 of the Companies Registered Valuers and Valuation) Rules, 2017.
g) The company has communicated suppliers to provide confirmations as to their status as Micro, Small or Medium Enterprise registered under the applicable category as per the provisions of the Micro, Small and Medium Enterprises (Development) Act, 2006 (MSMED Act, 2006). The company has classified suppliers into Micro, Small and Medium Enterprises as per the confirmations received by the company upto the date of the financial statements and accordingly other suppliers are classified as Non-MSME Suppliers irrespective of their status as per the provisions of the Micro, Small and Medium Enterprises (Development) Act, 2006 (MSMED Act, 2006).
h) In the opinion of the Board of Directors, Current Assets & Loans and Advances have a value on realisation in the ordinary course of business equal to the amount at which they are stated in the balance sheet. In the opinion of the Board of Directors, claims receivable against property/goods are realizable as per the terms of the agreement and/or other applicable relevant factors and have been stated in the financial statements at the value which is most probably expected to be realized.
i) The company has obtained balance confirmation from some of the parties for Trade Payables, Trade Receivables and parties to whom loans/advance have been granted. All other balances of debtors and creditors and loans and advances are subject to confirmation and subsequent reconciliation, if any.
j) Expenses in foreign currency: CIF Value of Imports:Raw Materials Rs. NIL/- (Previous Year Rs. NIL/-) Foreign Travelling: Rs. NIL/- (Previous Year Rs. NIL /-) Income in Foreign Currency: FOB Value of Exports: Rs. NIL/- (Previous Year Rs. NIL/-)
The company did not have any transaction with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956, during the current year and in the previous year.
l) Exceptional Items Recognised:
Current Financial Year INR NIL [Previous Financial Year INR NIL]
m) First Time Adoption of Ind-AS and Reconciliation of Equity and Other Comprehensive Income from previous GAAP Amount.
The company has prepared opening Balance Sheet as per Ind AS as of April 1, 2024 (transition date) by recognising all assets and liabilities whose recognistion is required by Ind AS, derecognising items of assets or liabilities which are not permitted to be recognised by Ind AS, reclassifying items from Indian-GAAP to Ind AS as required, and applying Ind AS to measure the recognised assets and liabilities.The statement of reconciliation of Equity and Other Comprehensive Income from previous GAAPP Amount on first time adoption of Ind-AS has been given as under:
n) No funds (which are material either individually or in the aggregate) have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (âIntermediariesâ), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
No funds (which are material either individually or in the aggregate) have been received by the company from any person(s) or entity(ies), including foreign entities (âFunding Partiesâ), with the understanding, whether recorded in writing or otherwise, that the company shall, whether, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (âUltimate Beneficiariesâ) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
o) Statutory Information/compliance:
i. The Company has no such transaction which have not been recorded in the books of accounts that have been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
ii. The Company has not traded or invested in Crypto Currency or Virtual Currency during the financial year.
iii. No proceedings have been initiated or are pending against the Company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.
iv. The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017.
v. The company has used an accounting software for maintaining its book of account for the financial year ended
March 31, 2026 as well as for the financial year ended March 31, 2025 which has a feature of recording audit
trail (edit log) facility and the same has been operational for the financial year 2025-26 as well as financial year 2024-25 for all relevant transactions recorded in the software ensuring that the audit trail feature in the software has not been disabled throughout the relevant period as required by proviso to sub rule (1) of rule 3 of The Companies (Accounts) Rules, 2014 read with the Companies (Accounts) Amendment Rules, 2021.The company has used an accounting software for maintaining its book of account which has the feature of preserving audit trail for the period as required by section 128(5) of the Companies Act, 2013 read with relevant rules in this regard.
vi. The Company has not entered with any Scheme(s) of arrangement in terms of sections 230 to 237 of the
Companies Act, 2013.
p) The Standalone Financial Statements were authorised for issue by the Board of Directors on 20th May, 2026.
q) The Company is not declared wilful defaulter by any bank or financials institution or lender during the year.
r) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
s) Quarterly returns or statements of current assets filed by the Company with banks or financial institutions are in agreement with the books of accounts.The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.
t) The previous year''s figures have been reworked, regrouped and reclassified wherever necessary so as to make them comparable with those of the current year. The Standalone Financial Statements have been presented in Indian Rupee (Rs.) in Lakhs rounded off to two decimal points as per amendment to Schedule III to the Companies Act, 2013. The figures wherever shown in bracket represent deductions.
Mar 31, 2025
The Company recognises a provision when there is a present obligation as a result of a past event that probably
requires an outflow of the Company''s resources embodying economic benefits and a reliable estimate can be made
of the amount of the obligation. A disclosure of contingent liabilities is made when there is a possible obligation that
may, but probably will not, require an outflow of resources. As a measure of prudence, the contingent assets are not
recognised.
All income and expenses are accounted on accrual basis. The Company recognised sale of Goods when it had
transferred the property in Goods to the buyer for a price or all significant risks and rewards of ownership had been
transferred to the buyer and no significant uncertainty existed as to the amount of consideration that would be derived
from such sale. The recognition event is usually the dispatch of goods to the buyer such that the Company retains
no effective control over the goods dispatched. Income from service charges of manpower supply services, handling
charges, packing services, storage and warehousing and other services are accounted on completion of services for
the respective client as evidenced by the issue of invoices for the respective service to that client and are accounted
as per the date on invoice. Income from investments, where appropriate, is taken into revenue in full on declaration
or accrual and tax deducted at source thereon is treated as advance tax.
j) Investments :
All investments are classified as long term investments as they are intended to be held for more than one year from
the date when they were acquired. All investments are, initially recognised at cost The investments are carried at cost
of acquisition.
k) Borrowing Costs :
The borrowing costs are debited to the Statement of Profit and Loss of the current year as they are incurred.
l) Taxes on Income :
Tax expense comprises of current tax and deferred tax. Provision for current tax is made on the estimated taxable
income and at the rate applicable to the relevant assessment year under the Income tax Act, 1961. Deferred income
taxes are recognized for future consequences attributable to timing differences between financial determination of
income and determination as of income as per applicable tax laws.
The transactions in foreign currency have been recorded using the rate of exchange prevailing on the date of
transactions.
q) Impairment of Assets :
The management of the company has as at 31st March, 2025 has assessed the recoverable value of its fixed assets
and is of the view that the plant along with other fixed assets were available for production and business purposes
and the entire fixed assets have recoverable value on overall basis which is greater than their carrying amount as
at the balance sheet date and hence no provision for impairment of assets was required to be made for the year
ended 31st March, 2025.
NOTE - 25 - ADDITIONAL INFORMATION
1. As informed by the management, the company has initiated the process of obtaining confirmations from suppliers
as to their status as Micro, Small or Medium Enterprise registered under the applicable category as per the provisions
of the Micro, Small and Medium Enterprises (Development) Act, 2006 (MSMED Act, 2006). In absence of the relevant
information as to the status of the suppliers, the balance due to Micro, Small and Medium Enterprises and interest
due to them if any as per the provision of the Micro, Small and Medium Enterprises (Development) Act, 2006
(MSMED Act, 2006) could not be disclosed or provided.
2. In the opinion of the Board of Directors, Current assets, loans and advances have a value on realisation in the
ordinary course of business equal to the amount at which they are stated in the balance sheet.
3. The classification of all items of asset and liabilities into non-current and current has been made by the management
of the company based on conditions, terms of transactions and other relevant factors at the relevant time as
envisaged by the management. In view of the management of the company all assets that are ordinarily realizable
in the ordinary course of business have been classified as current assets though there may not have been any
realization from such items during the year and may have been outstanding since long. Likewise, all liabilities that
are to be settled within one year or in the normal course of business are classified as current liabilities though they
may not have been settled during the year since last year.
4. The balances of debtors, creditors, advances to farmers, loans and advances and other assets and liabilities are
subject to confirmation and subsequent reconciliations.
5. The books of account have been audited on the basis of such records and documentary evidences as were available
with the management and produced before the auditors. Where such documentary evidences have not been made
available to the auditors, the auditors have relied upon the entries as authenticated by the management of the
company and information and explanations provided to the auditors by the management.
6. Foreign Currency Transactions :
VALUE OF IMPORTS ON C.I.F. BASIS: NIL (Previous Year: NIL)
EXPENDITURE IN FOREIGN CURRENCY: NIL (Previous Year: NIL)
VALUE OF EXPORTS ON F.O.B. BASIS: NIL (Previous Year: '' NIL)
7. The company trades in various items of fruits and vegetables and other perishables purchased from the market in
bulk and make the sales as per the requirement of the customers. In the opinion of the management of the company
due to the perishable nature of items and number of items involved it is not feasible for the company to maintain
quantitative records of goods traded by the company during the year.
8. Paise are rounded up to the nearest of rupee. The previous year groupings have been regrouped and rearranged
by the company.
As per our report of even date
For, O. P. Bhandari & Co. For and on behalf of the Board of Directors
Chartered Accountants
Firm Regn. No.112633W
Jinen Ghelani Managing Director & CFO
DIN : 01872929
O.P. Bhandari
Partner
M.No. 34409 Hiren Ghelani Director
DIN : 02212587
Place : Ahmedabad
Date : 17.05.2025 Jasmin Jaykumar Doshi Company Secretary
UDIN : 25034409BMNRQL8100
Mar 31, 2024
The Change in number of Shares are due to issue of Equity shares on Preferential basis to non-promoters.
The Company has one class of shares referred to as equity shares having a par value of '' 10 each. Each shareholder is entitled to one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Comany after distribution of all preferential amounts, in proprtion to their shareholding.
The company had approved and obtained shareholders consent through Postal ballot on 30th April, 2021 issued 78,85,832/- equity shares as fully paid as bonus shares in the ratio of 2:1 share to the shareholders who were shareholders in the company as on the shareholders'' register closure period as per the records of the company by capitalizing amounts from the credit balance of Securities Premium Account and Carried Forward Balances of Surplus of Profit & Loss Statement.
Money received against Share Warrants represents amounts received towards warrants which entitles the warrant holders, the option to apply for and be alloted equivalent number of equity shares of the face value of Rs.10 each. During the year 2021-22, the Company has issued to its Non Promoter Group Entities 38,79,504 warrants at a price of Rs.56.48 each entitling them for subscription of equivalent number of Equity Shares of Rs.10 each (including premium of Rs.46.48 each share) in accordance with Chapter VII of SEBI (Issue of Capital & Disclosure Requirements) Regulations, 2018. During the year 2022-2023, allottees of 694200 warrants have exercised their right to convert the warrants into equity shares by paying balance 75% of the consideration aggregating Rs.2,94,06,312/- and consequently 694200 equity shares were issued to them. During the year 2022-2023, the Company has issued and allotted 1,50,000 equity shares of Rs.10 each at a premium of Rs.46.48 each on July 25, 2022, 2,30,257 equity shares of Rs.10 each at a premium of Rs.46.48 each on August 09,2022, 1,60,943 equity shares of Rs.10 each at a premium of Rs.46.48 each on September 02, 2022 and 1,53,000 equity shares of Rs.10 each at a premium of Rs.46.48 each on September 13, 2022 to Non promoter group entities on preferential basis upon conversion of equivalent number of warrants.
The Company has issued 13,49,162 Equity Shares of Rs. 10 each at a premium of Rs. 210.16 on a preferential basis to non-promoters vide shareholders approval dated 15th September, 2023 in accordance with Chapter V of SEBI (Issue of Capital & Diclosure Requirements) Regulations, 2018. The Company has allotted 7,18,172 Equity shares of Rs. 10 each at a premium of Rs. 210.16 on Preferential basis to non-promoters on 07th December, 2023 The Company has allotted 4,04,647 Equity shares of Rs. 10 each at a premium of Rs. 210.16 on Preferential basis to non-promoters on 15th December, 2023 and 226343 Equity shares of Rs. 10 issued on preferential basis were remain unsubscribed.
- Secured by Equitable Mortgage of Residential Flat at D/31, Amaltas Apartment, B/H. Fun Republic, Ahmedabad -380015
- Secured by Equitable Mortgage of commercial Office No. 102, Sanskar Complex, Nr. Ketal Petrol Pump, Ambawadi, Ahmedabad -380015
- Secured by Flat No. 406, 4th Floor, Block G Venus Parkland, Nr. Vejalpur Police Choki, Vejalpur, Ahmedabad -380051
- Secured by Equitable Mortgage of Plot No. F-1, Palace Compound, Nr. Raj Mahal , Dhangadhra, Dist. Surendranagar
- Outstanding balances of working capital secured by personal guarantees of the directors of the company.
- Working capital loans repayable on demand_
a) Accounting Conventions :
The Financial Statements of the Company are prepared under the historical cost convention on accrual basis of accounting and in accordance with the mandatory accounting standards issued by the Institute of Chartered Accountants of India and referred to in section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and generally accepted accounting principles in India except AS-15 âEmployee Benefitsâ relating to provision for leave encashment and bonus which are accounted as per Note No. 23(h) below. The accounting policies not referred to otherwise have been consistently applied by the Company during the year.
b) Use of Estimates :
The preparation of financial statements in accordance with the GAAP requires management to make estimates and assumptions that may affect the reported amount of assets and liabilities, classification of assets and liabilities into non-current and current and disclosures relating to contingent liabilities as at the date of financial statements and the reported amounts of income and expenses during the reporting period. Although the financial statements have been prepared based on the management''s best knowledge of current events and procedures/actions, the actual results may differ on the final outcome of the matter/transaction to which the estimates relates.
c) Property Plant and Equipments :
Property Plant and Equipments are stated at cost of acquisition/construction (less Accumulated Depreciation, if any). The cost of Property Plant and Equipments comprises of their purchase price, including freight, duties, taxes or levies and directly attributable cost of bringing the assets to their working conditions for their intended use
d) Intangible Assets :
The Intangible Assets of Accounting Software has been recognised at their cost of acquisition. On the basis of the availability of this asset for its intended use, relevant contractual agreements and technological changes that may affect the usefulness of these assets, the useful lives of these assets have been assumed to be of five years from the date of their acquisition.
e) Depreciation :
The Depreciation on Tangible Fixed Assets is provided on written down value method (WDV) for the period of acquisition/construction i.e. from the period from which such assets were available for their intended use on pro-rata basis on the basis of useful life of each of the fixed assets as per Schedule II of the Companies Act, 2013 and in the manner specified in Schedule II of the Companies Act, 2013.
The intangible assets have been depreciated on pro-rata basis over period of their estimated useful lives on straight line basis i.e. @ 20.00%.
f) Inventories :
The company trades in fruits, vegetables and other perishable items which are purchased from the market as well as farmers. At times the trading inventories are stored/located at various locations including with farmers, traders, warehouse, cold storage etc. The fruits, vegetables and other perishable items due their nature, storage facilities and other affecting factors are subject to environmental and other effects and hence the quality and quantity of such items may change from time to time. The valuation of inventories of fruits, vegetables and other perishable items have been carried out by the management of the company keeping view all such factors and after physically verifying the stock located at various locations have valued inventories at cost or market value whichever is lower based on the assessment of physical conditions of various items by the management as to their quality and quantity. The items of packing materials have been valued at cost or market value whichever is lower.
g) Retirement Benefit :
The Company''s contribution to Provident Fund and ESIC etc. is charged to the Statement of Profit & Loss. The company has not made provision for gratuity in respect of employee as it is charged to Profit and Loss account on cash basis. No provisions for leave encashment, bonus and other terminal employee benefits as may be applicable to the company have been made and are/ will be accounted for as and when paid.
h) Provisions, Contingent Liabilities and Contingent Assets :
The Company recognises a provision when there is a present obligation as a result of a past event that probably requires an outflow of the Company''s resources embodying economic benefits and a reliable estimate can be made of the amount of the obligation. A disclosure of contingent liabilities is made when there is a possible obligation that may, but probably will not, require an outflow of resources. As a measure of prudence, the contingent assets are not recognised.
All income and expenses are accounted on accrual basis. The Company recognised sale of Goods when it had transferred the property in Goods to the buyer for a price or all significant risks and rewards of ownership had been transferred to the buyer and no significant uncertainty existed as to the amount of consideration that would be derived from such sale. The recognition event is usually the dispatch of goods to the buyer such that the Company retains no effective control over the goods dispatched. Income from service charges of manpower supply services, handling charges, packing services, storage and warehousing and other services are accounted on completion of services for the respective client as evidenced by the issue of invoices for the respective service to that client and are accounted as per the date on invoice. Income from investments, where appropriate, is taken into revenue in full on declaration or accrual and tax deducted at source thereon is treated as advance tax.
j) Investments :
All investments are classified as long term investments as they are intended to be held for more than one year from the date when they were acquired. All investments are, initially recognised at cost The investments are carried at cost of acquisition.
k) Borrowing Costs :
The borrowing costs are debited to the Statement of Profit and Loss of the current year as they are incurred.
l) Taxes on Income :
Tax expense comprises of current tax and deferred tax. Provision for current tax is made on the estimated taxable income and at the rate applicable to the relevant assessment year under the Income tax Act, 1961. Deferred income taxes are recognized for future consequences attributable to timing differences between financial determination of income and determination as of income as per applicable tax laws.
The transactions in foreign currency have been recorded using the rate of exchange prevailing on the date of transactions.
q) Impairment of Assets :
The management of the company has as at 31st March, 2024 has assessed the recoverable value of its fixed assets and is of the view that the plant along with other fixed assets were available for production and business purposes and the entire fixed assets have recoverable value on overall basis which is greater than their carrying amount as at the balance sheet date and hence no provision for impairment of assets was required to be made for the year ended 31st March, 2024.
NOTE - 25 - ADDITIONAL INFORMATION
1. As informed by the management, the company has initiated the process of obtaining confirmations from suppliers as to their status as Micro, Small or Medium Enterprise registered under the applicable category as per the provisions of the Micro, Small and Medium Enterprises (Development) Act, 2006 (MSMED Act, 2006). In absence of the relevant information as to the status of the suppliers, the balance due to Micro, Small and Medium Enterprises and interest due to them if any as per the provision of the Micro, Small and Medium Enterprises (Development) Act, 2006 (MSMED Act, 2006) could not be disclosed or provided.
2. In the opinion of the Board of Directors, Current assets, loans and advances have a value on realization in the ordinary course of business equal to the amount at which they are stated in the balance sheet.
3. The classification of all items of asset and liabilities into non-current and current has been made by the management of the company based on conditions, terms of transactions and other relevant factors at the relevant time as envisaged by the management. In view of the management of the company all assets that are ordinarily realizable in the ordinary course of business have been classified as current assets though there may not have been any realization from such items during the year and may have been outstanding since long. Likewise, all liabilities that are to be settled within one year or in the normal course of business are classified as current liabilities though they may not have been settled during the year since last year.
4. The balances of debtors, creditors, advances to farmers, loans and advances and other assets and liabilities are subject to confirmation and subsequent reconciliations.
5. The books of account have been audited on the basis of such records and documentary evidences as were available with the management and produced before the auditors. Where such documentary evidences have not been made available to the auditors, the auditors have relied upon the entries as authenticated by the management of the company and information and explanations provided to the auditors by the management.
6. Foreign Currency Transactions :
VALUE OF IMPORTS ON C.I.F. BASIS : NIL (Previous Year: NIL)
EXPENDITURE IN FOREIGN CURRENCY : NIL (Previous Year: NIL)
VALUE OF EXPORTS ON F.O.B. BASIS : NIL (Previous Year: Rs. NIL)
7. The company trades in various items of fruits and vegetables and other perishables purchased from the market in bulk and make the sales as per the requirement of the customers. In the opinion of the management of the company due to the perishable nature of items and number of items involved it is not feasible for the company to maintain quantitative records of goods traded by the company during the year.
8. Paise are rounded up to the nearest of rupee. The previous year groupings have been regrouped and rearranged by the company.
Mar 31, 2018
NOTE No. 27: ADDITIONAL INFORMATION:
1. The Company has yet to initiate the process of obtaining confirmations from suppliers as to their status as Micro, Small or Medium Enterprise registered under the applicable category as per the provisions of the Micro, Small and Medium Enterprises (Development) Act, 2006 (MSMED Act, 2006). In absence of the relevant information as to the status of the suppliers, the balance due to Micro, Small and Medium Enterprises and interest due to them if any as per the provision of the Micro, Small and Medium Enterprises (Development) Act, 2006 (MSMED Act, 2006) could not be disclosed or provided.
2. In the opinion of the Board of Directors, Current assets, loans and advances have a value on realization in the ordinary course of business equal to the amount at which they are stated in the balance sheet.
3. The classification of all items of asset and liabilities into non-current and current has been made by the management of the Company based on conditions, terms of transactions and other relevant factors at the relevant time as envisaged by the management. In view of the management of the Company all assets that are ordinarily realizable in the ordinary course of business have been classified as current assets though there
may not have been any realization from such items during the year and may have been outstanding since long. Likewise, all liabilities that are to be settled within one year or in the normal course of business are classified as current liabilities though they may not have been settled during the year since last year.
4. The balances of debtors, creditors, advances to farmers, loans and advances and other assets and liabilities are subject to confirmation and subsequent reconciliations.
5. The books of account have been audited on the basis of such records and documentary evidences as were available with the management and produced before the auditors. Where such documentary evidences have not been made available to the auditors, the auditors have relied upon the entries as authenticated by the management of the company and information and explanations provided to the auditors by the management.
6. VALUE OF IMPORTS ON C.I.F. BASIS: NIL (Previous Year: NIL)
EXPENDITURE IN FOREIGN CURRENCY: NIL(Previous Year: NIL)
VALUE OF EXPORTS ON F.O.B. BASIS: Rs, 17,40,657/- (Previous Year: Rs, 16,10,376
7. The company trades in various items of fruits and vegetables and other perishables purchased from the market in bulk and make the sales as per the requirement of the customers. In the opinion of the management of the company due to the perishable nature of items and number of items involved it is not feasible for the company to maintain quantitative records of goods traded by the company during the year.
8. Paise are rounded up to the nearest of rupee. The previous year groupings have been regrouped and rearranged by the company.
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