Notes to Accounts of Puretrop Fruits Ltd.

Mar 31, 2025

2.15 Provisions and Contingent Liabilities

The Company recognizes provisions when a present obligation (legal or constructive) as a
result of a past event exists and it is probable that an outflow of resources embodying
economic benefits will be required to settle such obligation and the amount of such
obligation can be reliably estimated.

If the effect of time value of money is material, provisions are discounted using a current pre¬
tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is
used, the increase in the provision due to the passage of time is recognized as a finance cost.

A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but probably will not require an outflow of resources embodying
economic benefits or the amount of such obligation cannot be measured reliably. When there
is a possible obligation or a present obligation in respect of which likelihood of outflow of
resources embodying economic benefits is remote, no provision or disclosure is made.

2.16 Research and Development Expenditure

Expenditure on research is recognised as an expense when it is incurred. Expenditure on
development which does not meet the criteria for recognition as an intangible asset is
recognised as an expense when it is incurred.

Items of property, plant and equipment and acquired Intangible Assets utilized for Research
and Development are capitalised and depreciated in accordance with the policies stated for
Property, Plant and Equipment and Intangible Assets.

2.17 Earnings per Share

Basic EPS is computed by dividing net profit after taxes for the year by weighted average number
of equity shares outstanding during the financial year, adjusted for bonus share elements in
equity shares issued during the year and excluding treasure shares, if any.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per
share to take into account the after income tax effect of interest and other financing costs
associated with dilutive potential equity shares and the weighted average number of additional
equity shares that would have been outstanding assuming the conversion of all dilutive potential
equity shares.

2.18 Discontinued Operations :

A discontinued operation is a component of an entity that either has been disposed of, or is
classified as held for sale, and:

- represents a separate major line of business or geographical area of operations,

- is part of a single co-ordinated plan to dispose of a separate major line of business or
geographical area of operations.

Discontinued operations are excluded from the results of continuing operations and are
presented as profit or loss before / after tax from discontinued operations in the statement of
profit and loss.

Additional disclosures are provided in note 44. All other notes to the financial statements mainly
include amounts for continuing operation, unless otherwise mentioned.

2.19 Cash and cash equivalents

Cash and cash equivalents comprise cash and deposits with banks. The Company considers all
highly liquid investments with a remaining maturity at the date of purchase of three months or
less and that are readily convertible to known amounts of cash to be cash equivalents.

2.20 Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the
effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating
cash receipts or payments and item of income or expenses associated with investing or financing
cash flows. The cash flows from operating, investing and financing activities of the Company are
segregated.

2.21 KEY ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the Company''s financial statements requires the management to make
judgments, estimates and assumptions that affect the reported amounts of revenues,
expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of
contingent liabilities. Uncertainty about these assumptions and estimates could result in
outcomes that require a material adjustment to the carrying amount of assets or liabilities
affected in future periods.

3. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS:

The key assumptions concerning the future and other key sources of estimation uncertainty
at the reporting date, that have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next financial year, are described below:

Income taxes

The Company''s tax jurisdiction is India. Significant judgments are involved in estimating
budgeted profits for the purpose of paying advance tax, determining the provision for income
taxes, including amount expected to be paid/recovered for uncertain tax positions (Refer
Note 32).

Property, Plant and Equipment

Property, Plant and Equipment represent a significant proportion of the asset base of the
Company. The charge in respect of periodic depreciation is derived after determining an
estimate of an asset''s expected useful life and the expected residual value at the end of its
life. The useful lives and residual values of Company''s assets are determined by the
management at the time the asset is acquired and reviewed periodically, including at each
financial year end. The lives are based on historical experience with similar assets as well as
anticipation of future events, which may impact their life, such as changes in technical or
commercial obsolescence arising from changes or improvements in production or from a
change in market demand of the product or service output of the asset.

Defined Benefit Obligation

The costs of providing gratuity and other post-employment benefits are charged to the
Statement of Profit and Loss in accordance with Ind AS 19 ''Employee benefits'' over the period
during which benefit is derived from the employees'' services. The costs are assessed on the
basis of assumptions selected by the management. These assumptions include salary
escalation rate, discount rates, expected rate of return on assets and mortality rates. The
same is disclosed in Note 35, ''Employee benefits''.

Fair value measurement of Financial Instruments

When the fair values of financials assets and financial liabilities recorded in the Balance Sheet
cannot be measured based on quoted prices in active markets, their fair value is measured
using valuation techniques, including the discounted cash flow model, which involve various
judgments and assumptions.

The Board of Directors ofthe Company, at its meeting held on February 12, 2024, approved Buy- back of 19,25,000 (Nineteen Lakhs Twenty-Five Thousand)
at a price notexceeding Rs. 175/- (Rupees One Seventy Five only) per Equity Shares from the shareholders ofthe Company on a proportionate basis through
"Tender Offer" route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018
and the Companies Act, 2013 (as amended from time to time). The tendering period for buy-back offer remained open from Monday, April 08, 2024 and
closed on Tuesday, April 16, 2024 and the settlement in respect of shares bought back have been completed on April 24,2024.

The Company has published the Public Announcement on March 19, 2024 for the Buy-back offer.The Company has purchased through Tender Offer
19,25,000 Equity Shares which were extinguished in terms of Regulation 21 read with Regulation 11 of the SEBI Buy Back Regulations 2018. The
extinguishment of equity shares bought back have been completed on May 01, 2024.The transaction cost of Rs. 41.45 Lacs out of which Rs. 29.34 Lacs
have been incurred before March 2024 for buy back of equity shares have been adjusted from current year Retained Earnings.

ii) Transfer out of Level 3

There were no movement in level 3 in either directions during the financial year ending on 31 March 2025 and 31 March 2024.

C. Financial Risk Management

The Com pany has a well-defined risk management framework. The Board of Directors of the Company has adopted a Risk Management Policy. The Company has exposure to the following risks arising from financial
instrume nts:

¦ Credit risk ;

¦ Liquidity risk ; and

¦ Market risk

(i) Credit risk

Credi t ri s k i s the risk that a customer or counterparty to a financi al i nstrument will fai l to perform or fai l to pay amounts due causi ng fi nanci al loss to the company. The potenti al acti viti es where credit ri sks may ari se
include Srom cash and cash equivalents, derivative financi al i nstruments and security deposits or other deposits and pri ncipally from credit exposures to customers relati ng to outstandi ng recei vables. The maxi mum
credit exposure associated with financial assets is equal to the carrying amount. Details of the credit risk specific to the company along with relevant mitigation procedures adopted have been enumerated below:

Trade receivables

The Com pany''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base.
Majority of the customers have been associ ated wi th the company for a consi derable peri od of ti me. Company has establi shed a credit poli cy under whi ch each new customer i s analysed i ndivi dually for
creditwo rthiness before the Company''s standard payment and delivery terms and conditions are offered. Sale limits are established for each customer and reviewed regularly.

Ani mpairmentanalysi s i s performed at each report!ng date based on the facts and circumstances exi sting on that date toi dentify expected losses on account of time value of money and credi tri sk. The company
revi ews the receivables i n li ght of thei r hi stori cal payment patterns and adjusts the same to estimate the expected loss on account of credit worthi ness of the customer or delay i n payments leading to loss of ti me
value of money.

Other financial assets

Other financial assets includes loan to employees, security deposits, investments, cash and cash equivalents, other bank balance, derivative asset, advances to employees etc.

• Cash and cash equivalents and Bank deposits are placed with banks having good reputation and past track record with adequate credit rating.

• Investments are made in credit worthy mutual funds and Non Convertible Debentures

• Derivative instrument comprises cross currency interest rate swaps and forward contracts where the counter parties are banks with good reputation, and past track record with adequate credit rating. Accordingly no
defaults skis perceived.

• Compa ny has gi ven security deposit to vari ous government authori ti es (like Muni ci pal corporati on, Nagarpali ka, Grampanchayat, etc.). Bei ng government authoriti es, the Company does not have exposure to any
credit risk.

• Loan and advances to employees are majorly secured in nature and hence the Company does not have exposure to any credit risk.

(ii) Liquidity risk

Li qui di ty ri sk i s the ri sk that the Company wi ll encounter diffi cultyi n meeti ngthe obli gati ons associ ated withi ts financi al li abi liti es that are proposed to be settled bydeliveri ng cash or other financi al asset. The
Company''s fi nanci al planning has ensured, as far as possi ble, that there i s suffi ci ent li qui dityto meet the li abi liti es whenever due, under both normal and stressed conditi ons, wi thout i ncurri ng unacceptable losses or
risking d amage to the Company''s reputation.

Management monitors the Company''s li qui dity positi on and cash and cash equivalents on the basi s of expected cash flows. The Company''s li qui dity management poli cy i nvolves peri odi c revi ews of cash flow
projections and considering the level of liquid assets necessary, monitoring balance sheet, liquidity ratios against internal and external regulatory requirements.

Exposure to liquidity risk

The followi ng are the remai ni ng contractual maturi ti es of financi al li abi li ti es at the reporting date. The amounts are gross and undi scounted, and include esti mated i nterest payments and exclude the i mpact of netting
agreements.

(iii) Market risk

Market risk is the risk that changes in market prices - such as currency risk, other price risk and interest rate risk - will affect the Company''s income or the value of its holdings of financial instruments.
a. Foreign Currency risk

The functional currency of the company i s Indian Rupees and its revenue i s generated from operati ons i n India as well as outsi de india through its exports and i s therefore exposed to forei gn exchange ri sk ari sing from
forei gn currency transactions, pri mari ly with respect tothe USD, EURO and GBP. Forei gn exchange ri sk ari ses from hi ghly probable forecast transacti ons and recogni sed assets and li abiliti es denomi nated i n a currency
that i s not the Company''s functi onal currency (INR). The ri sk i s measured through sensiti vity analysis. The pri mary objective forforex hedgi ng agai nst anti cipated forei gn currency ri sks will be to hedge the Company''s
highly probable foreign currency cash flows arising from such transactions (thus reducing cash flow and profit volatility). The Company does not enter into any derivative instruments for trading or speculative purposes.

The Company uses forward exchange contracts, to hedgethe effects of movements in exchange rates onforeign currency denominated assets .The sources of foreign exchange risk are outstanding amounts payable for
expenses denominated in foreign currency.The Company is also exposed to foreign exchange risk on its exports. These transactions are denominated in US dollars, EURO and GBP.

44 Discontinued Operations
Fresh F ruit Business

Pursuant to approval of the board of directors in its meeting held on October 16, 2023, subsequently approved by the
shareholders through postal ballot and vide business transfer agreement dated November 9, 2023, the Company has
transferred assets and liabilities of its Fresh Fruit unit to Green Agrevolution Private Limited before the close of the
business on March 31, 2024, on a going concern basis at a lumpsum consideration of Rs. 77.00crores subjectto adjustmentof
net wo rking capital amounting to Rs. 1.62 crores related to said unit. Consequently, the Company''s net assets of Rs. 8.27
crores mainly representing property, plant and equipment, inventories, trade receivables and trade payables have been
transferred which has resulted in gain of Rs. 66.80 crores (Net of expenses incurred related to sale of said unit of Rs. 1.89
crores). The same has been included under exceptional items in the standalone financial statements of the Company. The
consideration of Rs. 57.75 crores have been received till December 31, 2023 and balance of Rs. 19.25 crores have been
receive d before year ending as on 31st March, 2024.

In addition to lumpsum consideration of Rs. 77.00crores, subjecttothe terms of Business TransferAgreement and achieving
the Agreed Parameter during Year 1 and Year 2, the Purchaser shall, pay the following consideration and amounts to the
Seller :

a) 15% of the Net Revenue generated during Year 1 and 2 only from the export of grapes ; and

b) 10% of the Net Revenue generated during Year 1 and 2 only from the export of pomegranate arils ; and

c) such percentage of Net Revenue, as may be mutually agreed between the Seller and the Purchaser (in writing), generated
during Year 1 and Year 2 only from the sale of any other crops (other than grapes and pomegranate arils) including fresh
During the year under consideration, company has received Rs. 24.86 crores against achieving the agreed parameter during
year 1 a nd have expended Rs. 0.63 crores for achieving agreed parameter. Accordingly net off Rs. 24.23 crores have been
shown as profit from discontinued operation under statement of Profit & Loss Account.

45 SEGMENT REPORTING

The company is primarily engaged in the single business segment viz., exports of Processed fruits and vegetables &
processing & producing of Fruit Pulp & Concentrate from Fresh Fruits, hence there are no reportable segments as per Indian
Accounting Standard 108 "Operating Segments”.

46 ADDITIONAL REGULATORY REQUIEMENT

i) TITLE DEEDS

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.

ii) REVALUATION OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

The Company has not undertaken any revaluation of Property Plant & Equipments / Intangible assets during the year.

iii) DETAILS OF BENAMI PROPERTY

The company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of
1988) and the rules made thereunder. No proceeding has been initiated or pending against the company for holding any

iv) BORROWINGS OBTAINED ON THE BASIS OF SECURITY OF CURRENT ASSETS

Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of

accoun ts.

v) WILFU L DEFAULTER

The Company is not declared wilful defaulter by any bank or financials institution or lender.

vi) RELATI ONSHIP WITH STRUCK OFF COMPANIES

The company does 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

vii) REGIST RATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES

The Company does not have any charges orsatisfaction of charges which is yetto be registered with Registrar of Companies
beyond the statutory period.

viii) UTILISATION OF BORROWED FUNDS/ADVANCES

The Company has not advanced or loaned or invested fundsto 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 inany manner whatsoever by oron behalf of
the company (ultimate beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries

ix) The Company has not received any fund from any person(s) orentity(ies), including foreign entities (funding party) with the
understanding (whether recorded in writing or otherwise) that the Company 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.

x) UNDISCLOSED INCOME

The Company does not have 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).

xi) DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY

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

xii) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was
obtained.

47 Previous year''s figure have been regrouped and reclassified wherever considered necessary

As per our report of even date attached For and on behalf of the Board of Directors

For, F P & Associates
Chartered Accountants
FRN: 143262W

(Ashok Motiani) (Nanita Motiani)

Managing Director Executive Director

DIN 00124470 DIN 00787809

(F. S. Shah)

Partner

M.No. 133589 (Preeti Jaiswar) (Sanjay Prajapati)

Company Secretary Chief Financial officer

Place: Ahmedabad Place: Ahmedabad

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

---

Mar 31, 2024

b) Rights, preferences and restrictions attached to equity shares (excepted forfeited shares)

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each Shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

d) Buy-back of equity shares

The Board of Directors of the Company, at its meeting held on February 12, 2024, approved Buyback of 19,25,000 (Nineteen Lakhs Twenty-Five Thousand) at a price not exceeding Rs.175/-(Rupees One Seventy Five only) per Equity Shares from the shareholders of the Company on a proportionate basis through “Tender Offer” route in accordance with the provisions contained in the Securities and Exchange Board of India (Buy Back of Securities) Regulations, 2018 and the Companies Act, 2013 (as amended from time to time). The tendering period for buy-back offer remained open from Monday, April 08, 2024 and closed on Tuesday, April 16, 2024 and the settlement in respect of shares bought back have been completed on April 24,2024.

The Company has published the Public Announcement on March 19, 2024 for the Buy-back offer. The Company has purchased through Tender Offer 19,25,000 Equity Shares which were extinguished in terms of Regulation 21 read with Regulation 11 of the SEBI Buy Back Regulations 2018. The extinguishment of equity shares bought back have been completed on May 01, 2024. The transaction cost of Rs. 37.91 Lacs out of which Rs. 29.34 Lacs have been incurred before March 2024 for buy back of equity shares have been adjusted from current year Retained Earnings.

Description of nature and purpose of each reserve:

General Reserve - General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income.

Capital Reserve - The company has created capital reserve out of capital subsidies received from state Governments. Capital reserve is utilised in accordance with provision of the Companies Act.

Capital Redemption Reserve- Capital redemption reserve is a reserve created on buy-back of equity shares in accordance with section 69 of the Companies Act, 2013. The reserve is utilised in accordance with the specific provision of the Companies Act, 2013.

Securities premium Reserve - Securities premium reserve is used to record the premium on issue of shares. These reserve is utilised in accordance with the provisions of the Companies Act.

Cash flow hedging Reserve - The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the other comprehensive income in cash flow hedging reserve.

a. Working Capital Loans from Banks comprise of Cash Credit ,Pre Shipment and Post Shipment Credit are secured by way of hypothecation of Current Assets including Stocks and Book Debts and are colletrally secured by first charge by way of mortgage of factory land & bulding & plant & machinery located at Unit-IV & further secured by Extension of charge over Other fixed assets of the company & personal Guarantee of Chariman & Managing Director.

* Refer note 33 - Financial instruments, fair values and risk measurement

** Other current liabilties include expenses payable of Rs 68.25 Lakhs (31st March 2023 -

Rs 73.51 Lakhs) to related parties (Refer note no. 37)

*** The company has transferred the unpaid/unclaimed dividend, declared in the FY 2015-16, amounting to Rs. 3,23,723/- and 1100 shares on 02/12/2023 and 02/01/2024 respectively to Investor Education and Protection Fund. There is no amount due for the payment to Investor Education and Protection Fund as on 31st March, 2024.

Types of inputs for determining fair value are as under:

Level 1: This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares, and mutual fund investments.The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) 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. This is the case for unlisted equity securities included in level 3.

B. Measurement of fair values

i) Transfers between Levels 1 and 2

There have been no transfers between Level 1 and Level 2 during the reporting periods.

ii) Transfer out of Level 3

There were no movement in level 3 in either directions during the financial year ending on 31 March 2024 and 31 March 2023.

C. Financial risk management

The Company has a well-defined risk management framework. The Board of Directors of the Company has adopted a Risk Management Policy. The Company has exposure to the following risks arising from financial instruments:

• Credit risk;

• Liquidity risk; and

• Market risk

(i) Credit risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss to the company. The potential activities where credit risks may arise include from cash and cash equivalents, derivative financial instruments and security deposits or other deposits and principally from credit exposures to customers relating to outstanding receivables. The maximum credit exposure associated with financial assets is equal to the carrying amount. Details of the credit risk specific to the company along with relevant mitigation procedures adopted have been enumerated below:

Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base. Majority of the customers have been associated with the company for a considerable period of time. Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Sale limits are established for each customer and reviewed regularly.

An impairment analysis is performed at each reporting date based on the facts and circumstances existing on that date to identify expected losses on account of time value of

money and credit risk. The company reviews the receivables in light of their historical payment patterns and adjusts the same to estimate the expected loss on account of credit worthiness of the customer or delay in payments leading to loss of time value of money.

Other financial assets

Other financial assets includes loan to employees, security deposits, investments, cash and cash equivalents, other bank balance, derivative asset, advances to employees etc.

• Cash and cash equivalents and Bank deposits are placed with banks having good reputation and past track record with adequate credit rating.

• Investments are made in credit worthy mutual funds and Non Convertible Debentures.

• Derivative instrument comprises cross currency interest rate swaps and forward contracts where the counter parties are banks with good reputation, and past track record with adequate credit rating. Accordingly no default risk is perceived.

• Company has given security deposit to various government authorities (like Municipal corporation, Nagarpalika, Grampanchayat, etc.) . Being government authorities, the Company does not have exposure to any credit risk.

• Loan and advances to employees are majorly secured in nature and hence the Company does not have exposure to any credit risk.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial asset. The Company’s financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Management monitors the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company’s liquidity management policy involves periodic reviews of cash flow projections and considering the level of liquid assets necessary, monitoring balance sheet, liquidity ratios against internal and external regulatory requirements.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

(iii) Market risk

Market risk is the risk that changes in market prices - such as currency risk, other price risk and interest rate risk - will affect the Company’s income or the value of its holdings of financial instruments.

a. Foreign Currency risk

The functional currency of the company is Indian Rupees and its revenue is generated from operations in India as well as outside india through its exports and is therefore exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EURO and GBP. Foreign exchange risk arises from highly probable forecast transactions and recognised assets and liabilities denominated in a currency that is not the Company’s functional currency (INR). The risk is measured through sensitivity analysis. The primary objective for forex hedging against anticipated foreign currency risks will be to hedge the Company’s highly probable foreign currency cash flows arising from such transactions (thus reducing cash flow and profit volatility). The Company does not enter into any derivative instruments for trading or speculative purposes.

The Company uses forward exchange contracts, to hedge the effects of movements in exchange rates on foreign currency denominated assets.The sources of foreign exchange risk are outstanding amounts payable for expenses denominated in foreign currency.The Company is also exposed to foreign exchange risk on its exports. These transactions are denominated in US dollars, EURO and GBP.

Foreign Currency Risk Sensitivity

The Company is mainly exposed to changes in USD, EURO & GBP. The below table demonstrates the sensitivity to a 5% increase or decrease in the USD, EURO and GBP against INR, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 5% represents management’s assessment of reasonably possible change in foreign exchange rate.

Other Price Risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in Mutual Funds. The Company is mainly exposed to the price risk due to its investments in Mutual Fund recognised at FVTPL. As at 31st March, 2024, the carrying value of such equity instruments amounts to Rs. 6441.35 Lakhs ( Rs. NIL as at 31st March, 2023). The details of such investments in Mutual Funds are given in Note 7. Investments in Mutual Funds is not considered to be significant and hence the risk is negligible.

The Company is also exposed to price risk arising from investments in debentures. The Company’s investments in debentures recognised at amortised cost and get recouped through fixed coupon accruals. As at 31st March, 2024, the carrying value of the investments in debentures amounts to Nil ( 227.41 lakhs as at 31st March, 2023 ). The details of such investments in debentures are given in Note 7. Investments in debentures is not considered to be significant and hence the risk is negligible.

34 CAPITAL MANAGEMENT

The Company defines capital as total equity including issued equity capital, share premium and all other equity reserves attributable to equity holders of the Company (which is the Company’s net asset value). The primary objective of the Company’s financial framework is to support the pursuit of value growth for shareholders, while ensuring a secure financial base.

The capital structure is monitored on the basis of net debt to equity and maturity profile of overall debt portfolio of the Company.

35 : EMPLOYEE BENEFITS Post - employment benefits :

The Company has the following post-employment benefit plans:

1) Defined benefit gratuity plan

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The scheme is funded with LIC in the form of qualifying insurance policy.

As per Actuarial Valuation as on 31st March, 2024 and 31st March, 2023 and recognised in the financial statements in respect of Employee Benefit Schemes:

E Assumption

With the objective of presenting the plan assets and plan liabilities of the defined benefits plans at their fair value on the balance sheet, assumptions under Ind AS 19 are set by reference to market conditions at the valuation date.

The above sensitivity analysis may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.Furthermore in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same method as that applied in calculating the projected benefit obligation as recognized in the balance sheet.

2) Defined contribution plans

The Company also has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the period towards defined contribution plan is Rs. 71.95 Lakhs (31st March, 2023 Rs. 78.73 Lakhs).

38 CONTINGENT LIABILITIES & COMMITMENTS
a)	Contingent Liabilities		(INR in Lakhs)
	Particulars	As at 31st March, 2024	As at 31st March, 2023
	Disputed matters in appeals/contested in respect of:
	- Service tax	432.44	432.44
	- income tax	17.14	17.14
	Estimated amount of Custom/Excise duty liability in respect of Capital Goods purchased without payment of duty under EPCG Scheme	120.00	120.00
	Estimated amount of duty liability on stock of duty free materials	14.62	29.08
	Bank Guarantees	25.00	25.00
b)	Capital Commitments		(INR in Lakhs)
	Particulars	As at 31st March, 2024	As at 31st March, 2023
	Estimated amount of Contracts remaining to be executed on Capital Account and not provided for, Net off Advances.	567.60

Disclosure of payable to vendors as defined under the “Micro, Small and Medium Enterprise Development Act, 2006” is based on the information available with the Company regarding the status of registration of such vendors under the said Act, as per the intimation received from them on requests made by the Company. There are no overdue principal amounts / interest payable amounts for delayed payments to such vendors at the Balance Sheet date. There are no delays in payment made to such suppliers during the year or for any earlier years and accordingly there is no interest paid or outstanding interest in this regard in respect of payment made during the year or on balance brought forward from previous year.

41. LEASES

The Company’s leasing arrangements are in respect of operating leases for premises (Office, godown, factory etc.). These lease arrangements range for a period between 11 months and 5 years. Most of the lease agreements are renewable for further period on mutually agreeable terms.

44. CORPORATE SOCIAL RESPONSIBILITY

As per provisions of section 135 of the Companies Act, 2013, the Company shall incur at least 2% of average net profits of the preceding three financial years towards corporate social responsibility (“CSR”). The Company has formed a CSR committee for carrying out CSR activities as per the Schedule VII of the Companies Act, 2013. Summary of CSR expenditure is as under:

A. Gross amount required to be spent by the Company during the year 2023-24: 21.89 Lakhs (Year 2022-23: Rs. 18.63 Lakhs)

E (i) Nature of CSR activities includes skill development, promoting education, healthcare, safety, hygiene, rural development and wellness for communities.

(ii) Rs.12.02 lakh of Corporate Social Responsibility expense related to ongoing projects as at 31st March, 2024. The same was transferred to a special account designated as “FRESHTROP FRUITS LIMITED UNSPENT CSR ACCOUNT” of the Company within 30 days from end of financial year.

(iii) The Company does not carry any provisions for Corporate social responsibility expenses for current year and previous year.

44 DISCONTINUED OPERATIONS:

Fresh Fruit Business:

Pursuant to approval of the board of directors in its meeting held on October 16, 2023, subsequently approved by the shareholders through postal ballot and vide business transfer agreement dated November 9, 2023, the Company has transferred assets and liabilities of its Fresh Fruit unit to Green Agrevolution Private Limited before the close of the business on March 31, 2024, on a going concern basis at a lumpsum consideration of Rs. 77.00 crores subject to adjustment of net working capital amounting to Rs. 1.62 crores related to said unit. Consequently, the Company’s net assets of Rs. 8.27 crores mainly representing property, plant and equipment, inventories, trade receivables and trade payables have been transferred which has resulted in gain of Rs. 66.80 crores (Net of expenses incurred related to sale of said unit of Rs. 1.89 crores). The same has been included under exceptional items in the standalone financial statements of the Company. The consideration of Rs. 57.75 crores have been received till December 31, 2023 and balance of Rs. 19.25 crores have been received before year ending as on 31st March, 2024.

In addition to lumpsum consideration of Rs. 77.00 crores, subject to the terms of Business Transfer Agreement and achieving the Agreed Parameter during Year 1 and Year 2, the Purchaser shall, pay the following consideration and amounts to the Seller :

a) 15% of the Net Revenue generated during Year 1 and 2 only from the export of grapes ; and

b) 10% of the Net Revenue generated during Year 1 and 2 only from the export of pomegranate arils; and

c) such percentage of Net Revenue, as may be mutually agreed between the Seller and the Purchaser (in writing), generated during Year 1 and Year 2 only from the sale of any other crops (other than grapes and pomegranate arils) including fresh pomegranates.‘

45 SEGMENT REPORTING:

Due to disposal of Fresh Fruit unit by the Company during the year, the company is primarily engaged in the single business segment viz., exports of Processed fruits and vegetables & processing & producing of Fruit Pulp & Concentrate from Fresh Fruits , hence there are no reportable segments as per Indian Accounting Standard 108 “Operating Segments”.

46 ADDITIONAL REGULATORY REQUIEMENT:

i) TITLE DEEDS

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.

ii) REVALUATION OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

The Company has not undertaken any revaluation of Property Plant & Equipments / Intangible assets during the year.

iii) DETAILS OF BENAMI PROPERTY

The company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder. No proceeding has been initiated or pending against the company for holding any benami property.

iv) BORROWINGS OBTAINED ON THE BASIS OF SECURITY OF CURRENT ASSETS

Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts.

v) WILFUL DEFAULTER

The Company is not declared wilful defaulter by any bank or financials institution or lender.

vi) RELATIONSHIP WITH STRUCK OFF COMPANIES

The company does 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.

vii) REGISTRATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES

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

viii) UTILISATION OF BORROWED FUNDS/ADVANCES

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

ix) 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 Company 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.

x) UNDISCLOSED INCOME

The Company does not have 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).

xi) DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY

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

xii) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.

47 Previous year’s figure have been regrouped and reclassified wherever considered necessary.

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Mar 31, 2023

2.15 Provisions and Contingent Liabilities

The Company recognizes provisions when a present obligation (legal or constructive) as a result of a past event exists and it is probable that an outflow of resources embodying economic benefits will be required to settle such obligation and the amount of such obligation can be reliably estimated.

If the effect of time value of money is material, provisions are discounted using a current pretax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognized as a finance cost.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not require an outflow of resources embodying economic benefits or the amount of such obligation cannot be measured reliably. When there is a possible obligation or a present obligation in respect of which likelihood of outflow of resources embodying economic benefits is remote, no provision or disclosure is made.

2.16 Research and Development Expenditure

Expenditure on research is recognised as an expense when it is incurred. Expenditure on development which does not meet the criteria for recognition as an intangible asset is recognised as an expense when it is incurred.

Items of property, plant and equipment and acquired Intangible Assets utilized for Research and Development are capitalised and depreciated in accordance with the policies stated for Property, Plant and Equipment and Intangible Assets.

2.17 Earnings per Share

Basic EPS is computed by dividing net profit after taxes for the year by weighted average number of equity shares outstanding during the financial year, adjusted for bonus share elements in equity shares issued during the year and excluding treasure shares, if any.

Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account the after income tax effect of interest and other financing costs associated with dilutive potential equity shares and the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.

2.18 Segment Reporting

The Chief Operational Decision Maker (CODM) monitors the operating results of its business segments separately for the purpose of making decisions about resource allocation and performance assessment. Operating segments are reported in a manner consistent with the internal reporting provided to the CODM.

The Board of Directors (BOD) of the Company assesses the financial performance and position of the Company, and makes strategic decisions; hence the Board of Directors are CODM. Refer note 38 for segment related information.

2.19 Cash and cash equivalents

Cash and cash equivalents comprise cash and deposits with banks. The Company considers all highly liquid investments with a remaining maturity at the date of purchase of three months or less and that are readily convertible to known amounts of cash to be cash equivalents.

2.20 Statement of Cash Flows

Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating cash receipts or payments and item of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.

2.21 KEY ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the Company’s financial statements requires the management to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

3. CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS:

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below:

Income taxes

The Company’s tax jurisdiction is India. Significant judgments are involved in estimating budgeted profits for the purpose of paying advance tax, determining the provision for income taxes, including amount expected to be paid/recovered for uncertain tax positions (Refer Note 33).

Property, Plant and Equipment

Property, Plant and Equipment represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company’s assets are determined by the management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technical or commercial obsolescence arising from changes or improvements in production or from a change in market demand of the product or service output of the asset.

Defined Benefit Obligation

The costs of providing gratuity and other post-employment benefits are charged to the Statement of Profit and Loss in accordance with Ind AS 19 ''Employee benefits’ over the period during which benefit is derived from the employees’ services. The costs are assessed on the basis of assumptions selected by the management. These assumptions include salary escalation rate, discount rates, expected rate of return on assets and mortality rates. The same is disclosed in Note 36, ''Employee benefits’.

Fair value measurement of Financial Instruments

When the fair values of financials assets and financial liabilities recorded in the Balance Sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques, including the discounted cash flow model, which involve various judgments and assumptions.

Notes:

a. Foreign Currency Term loan of Rs NIL (31st March 2022 Rs 154.77 lakhs) are secured by :

(i) First exclusive charge on present and future Plant and Machinery of the Borrower located at GAT No. 598/1 and 590/1 D, Village Janori, Tai. Dindori, Dist. Nashik (Maharastra).

(ii) First exclusive charge by way of equitable mortgage on land and building located at GAT No. 598/ 1 and 590/1 D, Village Janori, Tai. Dindori, Dist. Nashik(Maharastra).

(iii) Personal guarantee of Mr. Ashok Motiani

(iv) Demand promissory note and letter of continuity for Rs. 200 Million

(v) Last installment in September, 2022 Rate of interest is 3.95% p.a.

b. Working Capital Loans from Banks comprise of Cash Credit ,Pre Shipment and Post Shipment Credit are secured by way of hypothecation of Current Assets including Stocks and Book Debts and are colletrally secured by first charge by way of mortgage of factory land & bulding & plant & machinery located at Unit-I,Unit-II and Unit-IV &further secured by Extension of charge over Other fixed assets of the company & personal Guarantee of Chariman & Managing Director.

c. The company has availed additional credit facility of Rs. 595.57 Lakhs (P.Y. 600.00 Lakhs) (Emergency Credit Line Guarantee Scheme) secured by extension of hypothecation charges (2nd Charge) on primary securities available for existing facilities on second ranking basis. 100% credit guarantee by NCGTC. Rate of Interest 7.75%. Last installment in November, 2026.

The Company has not defaulted in the repayment of loans & interest in current & previous year.

Types of inputs for determining fair value are as under:

Level 1: This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares, and mutual fund investments.The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) 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. This is the case for unlisted equity securities included in level 3.

B. Measurement of fair values

i) Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

ii) Transfers between Levels 1 and 2

There have been no transfers between Level 1 and Level 2 during the reporting periods.

iii) Transfer out of Level 3

There were no movement in level 3 in either directions during the financial year ending on 31 March 2023 and 31 March 2022.

C. Financial risk management

The Company has a well-defined risk management framework. The Board of Directors of the Company has adopted a Risk Management Policy. The Company has exposure to the following risks arising from financial instruments:

• Credit risk;

• Liquidity risk; and

• Market risk (i) Credit risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss to the company. The potential activities where credit risks may arise include from cash and cash equivalents, derivative financial instruments and security deposits or other deposits and principally from credit

exposures to customers relating to outstanding receivables. The maximum credit exposure associated with financial assets is equal to the carrying amount. Details of the credit risk specific to the company along with relevant mitigation procedures adopted have been enumerated below:

Trade receivables

The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base. Majority of the customers have been associated with the company for a considerable period of time. Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. Sale limits are established for each customer and reviewed regularly.

An impairment analysis is performed at each reporting date based on the facts and circumstances existing on that date to identify expected losses on account of time value of money and credit risk. The company reviews the receivables in light of their historical payment patterns and adjusts the same to estimate the expected loss on account of credit worthiness of the customer or delay in payments leading to loss of time value of money.

Other financial assets

Other financial assets includes loan to employees, security deposits, investments, cash and cash equivalents, other bank balance, derivative asset, advances to employees etc.

• Cash and cash equivalents and Bank deposits are placed with banks having good reputation and past track record with adequate credit rating.

• Investments are made in credit worthy mutual funds and Non Convertible Debentures

• Derivative instrument comprises cross currency interest rate swaps and forward contracts where the counter parties are banks with good reputation, and past track record with adequate credit rating. Accordingly no default risk is perceived.

• Company has given security deposit to various government authorities (like Municipal corporation, Nagarpalika, Grampanchayat, etc.) . Being government authorities, the Company does not have exposure to any credit risk.

• Loan and advances to employees are majorly secured in nature and hence the Company does not have exposure to any credit risk.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial asset. The Company’s financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.

Management monitors the Company’s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company’s liquidity management policy involves periodic reviews of cash flow projections and considering the level of liquid assets necessary, monitoring balance sheet, liquidity ratios against internal and external regulatory requirements.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

(ill) Market risk

Market risk is the risk that changes in market prices - such as currency risk, other price risk and interest rate risk - will affect the Company’s income or the value of its holdings of financial instruments.

a. Foreign Currency risk

The functional currency of the company is Indian Rupees and its revenue is generated from operations in India as well as outside india through its exports and is therefore exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EURO and GBP. Foreign exchange risk arises from highly probable forecast transactions and recognised assets and liabilities denominated in a currency that is not the Company’s functional currency (INR). The risk is measured through sensitivity analysis. The primary objective for forex hedging against anticipated foreign currency risks will be to hedge the Company’s highly probable foreign currency cash flows arising from such transactions (thus reducing cash flow and profit volatility). The Company does not enter into any derivative instruments for trading or speculative purposes.

The Company uses forward exchange contracts, to hedge the effects of movements in exchange rates on foreign currency denominated assets.The sources of foreign exchange risk are outstanding amounts payable for expenses denominated in foreign currency.The Company is also exposed to foreign exchange risk on its exports. These transactions are denominated in US dollars, EURO and GBP.

Other Price Risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price.Other price risk arises from financial assets such as investments in equity instruments.The Company’s investments in debentures recognised at amortised cost and get recouped through fixed coupon accruals . As at 31st March, 2023, the carrying value of the investments in debentures amounts to 227.41 lakhs ( 479.86 lakhs as at 31st March, 2022 ). The details of such investments in debentures are given in Note 7. Investments in debentures is not considered to be significant and hence the risk is negligible.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

As disclosed above, The interest rate exposure on floating rate Foreign Currency Loan has been fully hedged through a pay fixed - receive floating cross currency interest rate swap. Since there are no financial assets or financial liabilities which are at floating interest rate, there is no interest risk.

38 SEGMENT INFUKMAMUN

(a) Description of segment and principal activities

The Company’s Board of Directors monitors the operating results of the below business segments separately for the purpose of making decisions about resource allocation and performance assessment and has identified two reportable segments of its business:

1. Fresh fruits: The Company’s principal business which consist of Fresh Grapes, Pomegranates and Mangoes.

2. Processed fruits and vegetables: It consist of Mango pulp, Guava Pulp, Pomegranates concentrate and Puree and cold processed juice.

(b) Segment revenue and expenses

Revenue and Expenses have been identified to a segment on the basis of operating activities of the segment. Revenue and Expenses which relate to common activities and are not allocable to segment on reasonable basis have been disclosed as “Unallocable”.

(c) Segment assets and liabilities

Segment assets include all operating assets in respective segments comprising of net fixed assets, Capital Work in Progress, current assets, loans and advances. Segment liabilities include operating liabilities and provisions including borrowings and deferred tax liabilities.

(d) Information about geographical areas

The Company has identified its geographical segments as India and Outside India.

(e) Information about major customers

Revenue from two of the customers of the Company’s Fresh Fruits business is Rs. 4213.16 Lakhs and one customers of the Company’s Processing Business is

Rs.1782.70 which is more than 10% each of the Company’s total segment revenue, for

the year ended 31 March 2023.

Revenue from three of the customers of the Company’s Fresh Fruits business is Rs. 5190.44 Lakhs and two customers of the Company’s Processing Business is

Rs.1525.22 which is more than 10% each of the Company’s total segment revenue, for

the year ended 31 March 2022.

47. ADDITIONAL REGULATORY REQUIEMENT

i) TITLE DEEDS

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.

ii) REVALUATION OF PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

The Company has not undertaken any revaluation of Property Plant & Equipments / Intangible assets during the year.

iii) DETAILS OF BENAMI PROPERTY

The company does not hold any benami property as defined under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder. No proceeding has been initiated or pending against the company for holding any benami property.

iv) BORROWINGS OBTAINED ON THE BASIS OF SECURITY OF CURRENT ASSETS

Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of accounts.

v) WILFUL DEFAULTER

The Company is not declared wilful defaulter by any bank or financials institution or lender.

vi) REGISTRATION OF CHARGES OR SATISFACTION WITH REGISTRAR OF COMPANIES

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

vii) UTILISATION OF BORROWED FUNDS/ADVANCES

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;

viii) 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 Company 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.

ix) UNDISCLOSED INCOME

The Company does not have 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).

x) DETAILS OF CRYPTO CURRENCY OR VIRTUAL CURRENCY

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

xi) The Company has used the borrowings from banks and financial institutions for the specific purpose for which it was obtained.

As per our report of even date attached For and on behalf of the Board of Directors For, F P & Associates

Chartered Accountants (Ashok Motiani) (Nanita Motiani)

FRN: 143262W Managing Director Executive Director

DIN 00124470 DIN 00787809

(F. S. Shah)

Partner (Rohit Rawat) (Sanjay Prajapati)

M.No. 133589 Company Secretary Chief Financial officer

Place : Ahmedabad Place:Ahmedabad

Date : May 30, 2023 Date : May 30, 2023

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Mar 31, 2018

Notes to the Financial Statements for the year ended 31st March, 2018

Capital Reserve - The company has created capital reserve out of capital subsidies received from state Governments. Capital reserve is utilized in accordance with provision of the Companies Act.

Securities premium Reserve - Securities premium reserve is used to record the premium on issue of shares. These reserve is utilized in accordance with the provisions of the Companies Act.

Cash flow hedging Reserve - The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognized in the other comprehensive income in cash flow hedging reserve.

* Refer note 34 - Financial instruments, fair values and risk measurement Notes:

a. Term loan of ''1769.47 Lakhs (31st March 2017 ''nil; 1st April 2016 ''nil) are secured by:

(i) First exclusive charge on present and future Plant and Machinery of the Borrower located at GAT No. 598/1 and 590/1 D, Village Janori, Tai. Dindori, Dist. Nashik (Maharastra).

(ii) First exclusive charge by way of equitable mortgage on land and building located at GAT No. 598/1 and 590/1 D, Village Janori, Tai. Dindori, Dist. Nashik (Maharastra).

(iii) Personal guarantee of Mr. Ashok Motiani

(iv) Demand promissory note and letter of continuity for ''200 Million Rate of interest is 3.95% p.a.

b. Term Loan of ''Nil (31st March 2017 ''Nil; 1st April 2016 ''27.20 Lakhs) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From July,2013.Last Installment due in June,2016. Rate of Interest 12.45% p.a.

c. Term Loan of ''Nil (31st March 2017 ''Nil; 1st April 2016 ''73.30 Lakhs) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments

starting From September,2014. Last Installment due in August,2017. Rate of Interest 12.45% p.a.

d. Term Loan of ''Nil (31st March 2017 ''Nil; 1st April 2016 ''40.27 Lakhs) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 31 Monthly Installments starting From September,2014. Last Installment due in March,2017. Rate of Interest 12.45% p.a.

e. Term Loan of ''Nil (31st March 2017 ''Nil; 1st April 2016 ''41.83 Lakhs) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in August,2017. Rate of Interest 12.45% p.a.

f. Term Loan of ''Nil (31st March 2017 ''Nil; 1st April 2016 ''75.60 Lakhs) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in July,2017. Rate of Interest 12.45% p.a.

g. The above mentioned term Loans are colletrally secured by first charge by way of mortgage of factory land & bulding & plant & machinary located at Unit-I,Unit-II and Unit-IV &further secured by Extension of charge on current assets of the company & personal Guarantee of Chariman & Managing Director.

h. Term Loan of ''Nil (31st March 2017 ''Nil; 1st April 2016 ''1.79 Lakhs) is secured by Hypothecation on the Vehicle of the company repayable in 35 Monthly Installment starting From July,2013. Last Installment due in June,2016. Rate of Interest 11.00% p.a.

i. Term Loan of ''Nil (31st March 2017 ''2.12 Lakhs; 1st April 2016 ''10.03 Lakhs) is secured by Hypothecation on the Vehicle of the company repayable 35 Monthly Installments starting From August,2014. Last Installment due in June,2017. Rate of Interest 8.35% p.a

j. Term Loan of ''Nil (31st March 2017 ''Nil; 1st April 2016 ''35.51 Lakhs) is secured by first & exclusive charge on machinary purchased out of TCFSL fund repayable in 24 Monthly Installments starting From February,2015. Last Installment due in January, 2017. It is also secured by unconditional & Irrevocable guarantee of Chairman & Managing Director.

k. Term Loan of ''19.48 Lakhs (31st March 2017 ''28.76 Lakhs; 1st April 2016 ''Nil) is secured by Hypothecation on the Vehicle of the company repayable 36 Monthly Installments starting From February,2017. Last Installment due in January, 2020. Rate of Interest 9.51% p.a.

l. Working Capital Loans from Banks comprise of Cash Credit, Pre Shipment and Post Shipment Credit are secured by way of hypothecation of Current Assets including Stocks and Book Debts and are colletrally secured by first charge by way of mortgage of factory land & bulding & plant

& machinery located at Unit-I, Unit-II and Unit-IV & further secured by Extension of charge over Other fixed assets of the company & personal Guarantee of Chariman & Managing Director.

The Company has not defaulted in the repayment of loans & interest in current & previous year.

* Refer note 34 - Financial instruments, fair values and risk measurement

** Other current liabilities include expenses payable of ''16.43 Lakhs (31st March 2017 - ''11.73 Lakhs and 01st April 2016 ''34.39 Lakhs) to related parties (Refer note no. 40)

*** There is no amount due for the payment to investor education and protection fund as on 31st March 2018, 31st March 2017 and 1st April 2016

(i) The company hase entered into forward contracts to hedge its exchange rate risk. The Company has also entered into cross currency interest rate swap to hedge against interest rate risk and exchange rate risk. Refer note - 34 Financial instruments, fair values and risk measurement for details

# Fair value of financial assets and liabilities measured at amortized cost is not materially different from the amortized cost. Further, impact of time value of money is not significant for the financial instruments classified as current. Accordingly, the fair value has not been disclosed separately.

Types of inputs for determining fair value are as under:

Level 1: This level of hierarchy includes financial assets that are measured by reference to quoted prices (unadjusted) in active markets for identical assets or liabilities. This category consists of investment in quoted equity shares, and mutual fund investments. The mutual funds are valued using the closing NAV.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximize 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. This is the case for unlisted equity securities included in level 3.

B. Measurement of fair values

i) Valuation techniques and significant unobservable inputs

The following tables show the valuation techniques used in measuring Level 2 and Level 3 fair values, as well as the significant unobservable inputs used.

ii) Transfers between Levels 1 and 2

There have been no transfers between Level 1 and Level 2 during the reporting periods

iii) Transfer out of Level 3

There were no movement in level 3 in either directions during the financial year ending on 31 March 2018 and 31 March 2017.

C. Financial risk management

The Company has a well-defined risk management framework. The Board of Directors of the Company has adopted a Risk Management Policy. The Company has exposure to the following risks arising from financial instruments:

- Credit risk;

- Liquidity risk; and

- Market risk

(i) Credit risk

Credit risk is the risk that a customer or counterparty to a financial instrument will fail to perform or fail to pay amounts due causing financial loss to the company. The potential activities where credit risks may arise include from cash and cash equivalents, derivative financial instruments and security deposits or other deposits and principally from credit exposures to customers relating to outstanding receivables. The maximum credit exposure associated with financial assets is equal to the carrying amount. Details of the credit risk specific to the company along with relevant mitigation procedures adopted have been enumerated below:

Trade receivables

The Company''s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base. Majority of the customers have been associated with the company for a considerable period of time. Company has established a credit policy under which each new customer is analysed individually for creditworthiness before the Company''s standard payment and delivery terms and conditions are offered. Sale limits are established for each customer and reviewed regularly

An impairment analysis is performed at each reporting date based on the facts and circumstances existing on that date to identify expected losses on account of time value of money and credit risk. The company reviews the receivables in light of their historical payment patterns and adjusts the same to estimate the expected loss on account of credit worthiness of the customer or delay in payments leading to loss of time value of money.

The above receivables which are past due but not impaired are assessed on case-to-case basis. Management is of the view that these financial assets are not impaired as there has not been any adverse change in credit quality and are envisaged as recoverable based on the historical payment behavior and extensive analysis of customer credit risk, including underlying customers'' credit ratings, if they are available. Consequently, no additional provision has been created on account of expected credit loss on the receivables. There are no other classes of financial assets that are past due but not impaired.

Other financial assets

Other financial assets includes loan to employees, security deposits, investments, cash and cash equivalents, other bank balance, derivative asset, advances to employees etc.

- Cash and cash equivalents and Bank deposits are placed with banks having good reputation and past track record with adequate credit rating.

- Investments are made in credit worthy mutual funds.

- Derivative instrument comprises cross currency interest rate swaps and forward contracts where the counter parties are banks with good reputation, and past track record with adequate credit rating. Accordingly no default risk is perceived.

- Company has given security deposit to various government authorities (like Municipal corporation, Nagarpalika, Grampanchayat, etc.). Being government authorities, the Company does not have exposure to any credit risk.

- Loan and advances to employees are majorly secured in nature and hence the Company does not have exposure to any credit risk.

(ii) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are proposed to be settled by delivering cash or other financial asset. The Company''s financial planning has ensured, as far as possible, that there is sufficient liquidity to meet the liabilities whenever due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company''s reputation.

Management monitors the Company''s liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company''s liquidity management policy involves periodic reviews of cash flow projections and considering the level of liquid assets necessary, monitoring balance sheet, liquidity ratios against internal and external regulatory requirements.

Exposure to liquidity risk

The following are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undiscounted, and include estimated interest payments and exclude the impact of netting agreements.

Notes to the Financial Statements for the year ended 31st March, 2018

(iii) Market risk

Market risk is the risk that changes in market prices - such as currency risk, other price risk and interest rate risk - will affect the Company''s income or the value of its holdings of financial instruments.

a. Foreign Currency risk

The functional currency of the company is Indian Rupees and its revenue is generated from operations in India as well as outside india through its exports and is therefore exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the USD, EURO and GBP. Foreign exchange risk arises from highly probable forecast transactions and recognized assets and liabilities denominated in a currency that is not the Company''s functional currency (INR). The risk is measured through sensitivity analysis. The primary objective for forex hedging against anticipated foreign currency risks will be to hedge the Company''s highly probable foreign currency cash flows arising from such transactions (thus reducing cash flow and profit volatility). The Company does not enter into any derivative instruments for trading or speculative purposes.

The Company uses forward exchange contracts, to hedge the effects of movements in exchange rates on foreign currency denominated assets. The sources of foreign exchange risk are outstanding amounts payable for capital goods denominated in foreign currency. The Company is also exposed to foreign exchange risk on its exports. These transactions are denominated in US dollars, EURO and GBP.

Foreign Currency Risk Sensitivity

The Company is mainly exposed to changes in USD, EURo & GBP. The below table demonstrates the sensitivity to a 5% increase or decrease in the USD, EURO and GBP against INR, with all other variables held constant. The sensitivity analysis is prepared on the net unhedged exposure of the Company as at the reporting date. 5% represents management''s assessment of reasonably possible change in foreign exchange rate.

A Change of 5% in foreign currency net of hedges would have following impact on profit before tax

* The foreign exchange forward are denominated in the same currency as the highly probable future sales, therefore the hedge ratio is 1:1.

(b) Disclosure of effects of hedge accounting on financial performance:

Cash flow hedge 31st March 2018

Other Price Risk

Other price risk is the risk that the fair value of a financial instrument will fluctuate due to changes in market traded price. Other price risk arises from financial assets such as investments in equity instruments. The Company is mainly exposed to the price risk due to its investments in equity mutual fund recognized at FVTPL.As at 31st March, 2018, the carrying value of the investments in equity mutual fund amounts to ''97.06 Lakhs (''Nil as at 31st March, 2017 and ''Nil as at 1st April, 2016). The details of such investments in equity mutual fund is given in Note 6. The price risk arises due to uncertainties about the future market values of these investments.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Fair value interest rate risk is the risk of changes in fair values of fixed interest bearing investments because of fluctuations in the interest rates. Cash flow interest rate risk is the risk that the future cash flows of floating interest bearing investments will fluctuate because of fluctuations in the interest rates.

As disclosed above, The interest rate exposure on floating rate Foreign Currency Loan has been fully hedged through a pay fixed - receive floating cross currency interest rate swap. Since there are no financial assets or financial liabilities which are at floating interest rate, there is no interest risk

35 CAPITAL MANAGEMENT

The Company defines capital as total equity including issued equity capital, share premium and all other equity reserves attributable to equity holders of the Company (which is the Company''s net asset value). The primary objective of the Company''s financial framework is to support the pursuit of value growth for shareholders, while ensuring a secure financial base.

The capital structure is monitored on the basis of net debt to equity and maturity profile of overall debt portfolio of the Company.

37 EMPLOYEE BENEFITS

Post- employment benefits :

The Company has the following post-employment benefit plans:

1) Defined benefit gratuity plan

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The scheme is funded with LIC in the form of qualifying insurance policy.

As per Actuarial Valuation as on 31st March, 2018, 31st March, 2017 and 1st April, 2016 and recognized in the financial statements in respect of Employee Benefit Schemes:

The above sensitivity analysis may not be representative of the actual change in the projected benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore in presenting the above sensitivity analysis, the present value of the projected benefit obligation has been calculated using the projected unit credit method at the end of reporting period, which is the same method as that applied in calculating the projected benefit obligation as recognized in the balance sheet.

2) Defined contribution plans

The Company also has certain defined contribution plans. Contributions are made to provident fund in India for employees at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognized during the period towards defined contribution plan is ''42.34 Lakhs (31st March, 2017 ''35.47 Lakhs).

39 SEGMENT INFORMATION

(a) Description of segment and principal activities

The Company''s Board of Directors monitors the operating results of the below business segments separately for the purpose of making decisions about resource allocation and performance assessment and has identified two reportable segments of its business:

1. Fresh Fruits: The Company''s principal business which consist of Fresh Grapes, Pomegranates and Mangoes

2. Processed Fruits and Vegetables: It consist of Mango Pulp, Guava Pulp, Pomegrantes concentrate, Tomato Paste and Puree and cold processed juice.

(b) Segment revenue and expenses

Revenue and Expenses have been identified to a segment on the basis of operating activities of the segment. Revenue and Expenses which relate to common activities and are not allocable to segment on reasonable basis have been disclosed as "Unallocable".

Notes to the Financial Statements for the year ended 31st March, 2018

(c) Segment assets and liabilities

Segment assets include all operating assets in respective segments comprising of net fixed assets, Capital Work in Progress, current assets, loans and advances. Segment liabilities include operating liabilities and provisions including borrowings and deferred tax liabilities.

(d) Information about geographical areas

The Company has identified its geographical segments as India and Outside India.

(e) Information about major customers

Revenue from two of the customers of the Company''s Fresh Fruits business is ''6045.47 Lakhs which is more than 10% each of the Company''s total segment revenue, for the year ended 31 March 2018. Revenue from one of the customers of the Company''s Fresh Fruits business is ''2058.60 Lakhs which is more than 10% of the Company''s total segment revenue, for the year ended 31 March 2017.

(f) Information about product and services

The Company''s revenue from external customers for each product is same as that disclosed below under "segment revenue". ('' in Lakhs)

Notes to the Financial Statements for the year ended 31st March, 2018

(i) Revenue from outside india comprises of income from sale of products.

(ii) Carrying amount of segment assets comprises of non-current assets and current assets identified to the respective segments. However Segments assets in India also includes certain common assets used to generate revenue in both segments but not feasible of allocation.

(iii) Capital expenditure during the year represents net additions to Tangible and Intangible assets and movement in Capital work in progress

40 RELATED PARTY DISCLOSURES

As per the Indian Accounting Standard-24 on "Related Party Disclosures", list of related parties identified of the Company are as follows.

1) Names of related parties and nature of relationship. a) Key Management Personnel

Mr. Ashok Motiani - Chairman and Managing Director Mrs. Nanita Motiani - Executive Director

Mr. Sanjay Prajapati - Chief Financial Officer (Appointment w.e.f 03/04/2017)

Mr. Jignesh Gandhi - Company Secretary Mr. Mayur Shah - Independent Director Mr. Dinesh Oza - Independent Director Mr. Anil Sharma - Independent Director

b) Relatives of Key Management Personnel Mrs. Priyanka Tandon

Mr. Mayank Tandon Ms. Dipti Motiani

c) Enterprise under significant influence of Key Management personnel

Freshcap Foodstuff LLP (Formerly known as Freshcap Investments Pvt. Ltd.)

Freshfal Pvt Ltd

46 FIRST TIME ADOPTION of IND AS

These are the Company''s first financial statements prepared in accordance with Ind AS.

For all periods up to and including the year ended 31st March, 2017, the Company had prepared its financial statements in accordance with the accounting standards notified under Section 133 of the Companies Act, 2013, read together with Rule 7 of the Companies (Accounts) Rules, 2014 (''Previous GAAP''). This note explains the principal adjustments made by the Company in restating its financial statements prepared under Previous GAAP for the following:

a) Balance Sheet as at 1st April, 2016 (Transition date);

b) Balance Sheet as at 31st March, 2017;

c) Statement of Profit and Loss for the year ended 31st March, 2017; and

d) Statement of Cash flows for the year ended 31st March, 2017.

Exemption and exception applied

Ind AS 101- First-time adoption of Indian Accounting Standards, allows first-time adopters, exemptions from the retrospective application and exemption from application of certain requirements of other Ind AS. The Company has availed the following exemptions as per Ind AS 101:

1 Estimates:

An entity''s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error.

Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

- Investment in financial instruments carried at FVTPL or FVOCI,

- Impairment of financial assets based on expected credit loss model

- Determination of the discounted value for financial instruments carried at amortized cost.

2 Classification and measurement of financial assets:

Ind AS 101 requires an entity to assess classification of financial assets on the basis of facts and circumstances existing as on the date of transition. Further, the standard permits measurement of financial assets accounted at amortized cost based on facts and circumstances existing at the date of transition if retrospective application is impracticable. Accordingly, the Company has determined the classification of financial assets based on facts and circumstances that exist on the date of transition. Measurement of the financial assets accounted at amortized cost has been done retrospectively except where the same is impracticable.

3 Hedge Accounting

Hedge accounting can only be applied prospectively from the transition date to transactions that satisfy the hedge accounting criteria in Ind AS 109, at that date. Hedging relationships cannot be designated retrospectively, and the supporting documentation cannot be created retrospectively. As a result, only hedging relationships that satisfied the hedge accounting criteria as of 1st April

2016 are reflected as hedges in the company''s results under Ind AS.

4 Deemed cost for property, plant and equipment (PPE), intangible assets

Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its property, plant and equipment as recognized in the financial statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition after making necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets

Accordingly, the Company has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.

5 Fair value measurement of financial assets and liabilities

For financial instruments, where in fair market values are not available (viz. interest free and below market rate security deposits or loans) the Company has elected to adopt fair value recognition prospectively to transactions entered after the date of transition.

The presentation requirements under Previous GAAP differs from Ind AS, and hence, Previous GAAP information has been regrouped for ease of reconciliation with Ind AS. The Regrouped Previous GAAP information is derived from the Financial Statements of the Company prepared in accordance with Previous GAAP.

Notes to the reconciliation of equity as at 1st April 2016 and 31st March 2017 and Total comprehensive income for the year ended 31st March 2017.

1 Proposed dividend and its DDT

Under Previous GAAP, dividends proposed by the board of directors after the balance sheet date but before the approval of the financial statements were considered as adjusting events. Accordingly, provision for proposed dividend was recognized as a liability. Under Ind AS, such dividends are to be recognized only on approval by the shareholders in the general meeting. Accordingly, liability amounting to '' 121.45 Lakhs and related dividend distribution tax amounting to ''24.72 Lakhs are recognized as a liability in the year in which it is approved by the shareholders in the Annual General Meeting of the Company. This has resulted in increase in equity amounting to '' 146.17 Lakhs as at 1st April 2016 and subsequent decrease in profit in FY 2016-17.

2 Excise Duty:

Under Previous GAAP, sale of goods was presented as net of exicse duty. However, under Ind AS, sale of goods includes excise duty. Excise duty on sale of goods amounting to Rs, 160.27 Lakhs is separately presented on the face of Statement of Profit and Loss. Thus, sale of goods under Ind AS has increased by an amount of Rs, 160.27 Lakhs.

3 Forward contract

Under the previous GAAP the premium or discount arising at the inception of forward exchange contracts entered into to hedge an existing asset/liability, was amortized as expense or income over the life of the contract. Under the Ind AS 109, Forward Contracts are carried at fair value and the resultant gains and losses are recorded in the statement of Profit and Loss. Accordingly, the same has been fair valued resulting in decrease in equity by Rs,36.08 Lakhs as at 31st March, 2017 (decrease Rs,20.02 Lakhs as at 1st April, 2016).Consequently, the profit for the year ended 31st March 2017 decreased by Rs, 16.06 Lakhs.

4 Interest bearing loans and borrowings

Under Previous GAAP ,transaction charges directly attributable to borrowings were either expensed or capitalized as appropriate. Under Ind AS, these have been considered to determine the amortized cost of the respective borrowings using effective interest rate method. Accordingly borrowings as at 01st April 2016 decreased by Rs, 0.71 Lakhs with corresponding effect in retained earning.

5 Loans given to employee

Under Previous GAAP, loan given to employee is considered in connection with interest bearing loans and borrowings. Under Ind AS, if loans are repayable on demand, then they are classified as current loan. As loan given to employees are repayable on demand, it is shown as current in nature.

6 Employee benefits :

Both under Previous GAAP and In

Both under Previous GAAP and Ind-AS, the company recognises costs related to its postemployment defined benefit plan on an actuarial basis. Under Previous GAAP, the entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind-AS, remeasurements [comprising of actuarial gains and losses, the effect of the asset ceiling, excluding amounts included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI.

7 Deferred tax assets (net) :

Under Previous GAAP,deferred tax accounting used the income statement approach, which focuses on differences between taxable profits and accounting profits for the period. Ind-AS 12 requires entities to account for deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base.

8 Restatement of Prior Period Expenses

Under Previous GAAP, Prior period expenses of Rs, 3.22 Lakhs was recorded in the statement of Profit and Loss for the year ended March 31, 2017.

However in accordance with the requirements of Ind AS the same has been recognized by restating the retained earnings as on April 01, 2016.

9 Statement of cash flows

The transition from Indian GAAP to Ind AS do not have any material impact on the statement of cash flows.

10 Other Comprehensive Income

Under Ind AS, all items of income and expense recognized in a period should be included in profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognized in profit or loss but are shown in the statement of profit and loss as ''other comprehensive income''. The concept of other comprehensive income did not exist under previous GAAP.

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Mar 31, 2016

1. Rights, Preferences and Restrictions attached to Shares

The Company has only one class of equity shares having a par value of Rs.10 per share. Each Shareholder is eligible for one vote per share. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding. The dividend proposed by the Board of Directors is subject to the approval of shareholders in the ensuing Annual General Meeting, except in case of interim dividend.

2. Nature of Security and terms of repayment for Long Term Secured Borrowing

3. Term Loan of Rs.27,20,800 (P.Y. Rs.1,89,66,400) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From July,2013.Last Installment due in June, 2016. Rate of Interest 12.45% p.a. (Last year 13.25% p.a.) at year end.

4. Term Loan of Rs.73,30,000 (P.Y. Rs.1,24,90,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in August, 2017. Rate of Interest 12.45% p.a. (Last year 13.25% p.a.)

5. Term Loan of Rs.40,27,000 (P.Y. Rs.81,91,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 31 Monthly Installments starting From September,2014. Last Installment due in March,2017. Rate of Interest 12.45% p.a. (Last year 13.25% p.a.) at year end.

6. Term Loan of Rs.41,83,000 (P.Y. Rs.75,07,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in Augest,2017. Rate of Interest 12.45% p.a. (Last year 13.25% p.a.) at year end.

7. Term Loan of Rs.75,60,000 (P.Y. Rs.1,32,24,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in July,2017. Rate of Interest 12.45% p.a. (Last year 13.25% p.a.) at year end.

8. The above mentioned term Loans are collaterally secured by first charge by way of mortgage of factory land & building & plant & machinery located at Unit-I, Unit-II and Unit-IV &further secured by Extension of charge on current assets of the company & personal Guarantee of Chairman & Managing Director.

9 Term Loan of Rs.1,79,431 (P.Y. Rs.8,90,984) is secured by Hypothecation on the Vehicle of the company repayable in 35 Monthly Installment starting From July,2013. Last Installment due in June,2016. Rate of Interest 11.00% p.a.(Last Year 11.00% p.a) at year end.

10. Term Loan of Rs.NIL (P.Y. Rs.8,22,087) is secured by Hypothecation on the Vehicle of the company repayable 30 Monthly Installments starting From July,2013. Last Installment due in January,2016. Rate of Interest 8.35% p.a.(Last Year 8.35% p.a) at year end.

11. Term Loan of Rs.10,03,813 (P.Y. Rs.17,20,517) is secured by Hypothecation on the Vehicle of the company repayable 35 Monthly Installments starting From August,2014. Last Installment due in June,2017. Rate of Interest 8.35% p.a.(Last Year 8.35% p.a) at year end.

12. Term Loan of Rs.35,51,945 (P.Y. Rs.78,63,146 ) is secured by first & exclusive change on machinery purchased out of TCFSL fund repayable in 24 Monthly Installments starting From February ,2015. Last Installment due in January, 2017. Rate of Interest 13.00% p.a.(Last Year 13.00% p.a.).It is also secured by unconditional & Irrevocable guarantee of Chairman & Managing Director.

13. Installments Falling Due In Respect Of All The Above Loans Up to 31/03/2017 Have Been Grouped Under Current Maturities Of Long-Term Debt.

14. The Company has not defaulted in the repayment of loans & interest in current & previous year.

15. Corporate Social Responsibility Expenses

a). Gross amount required to be spent by the Company during the year 2015-16 - Rs.17.60 lacs (Previous year - Rs.9.50 lacs)

16. Previous year''s figures have been rearranged and reclassified wherever necessary to correspondence with current year.

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Mar 31, 2015

1. Rights, Preferences and Restrictions attached to Shares

The Company has only one class of equity shares having a par value of '10 per share. Each Shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

2. Nature of Security and terms of repayment for Long Term Secured Borrowing

3. Term Loan of Rs. Nil (P.Y. Rs. 56,25,000) is secured by First charge over the entire fixed assets of the company located at the Unit-IV for Tomato Processing Line repayable in 16 Quarterly Installments starting From March,2011. Last Installment due in December,2014.Rate of Interest 13.25% p.a. (Last year 13.25% p.a.) at year end.

4. Term Loan of Rs.1,89,66,400 (P.Y.3,52,12,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From July,2013.Last Installment due in June,2016. Rate of Interest 13.25% p.a. (Last year 13.25% p.a.) at year end.

5.Term Loan of '1,24,90,000 (P.Y.64,01,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From Sep-14. Last Installment due in Jun-17. Rate of Interest 13.25% p.a. (Last year 13.25% p.a.)

6. Term Loan of Rs.81,91,000 (P.Y.22,49,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in June,2017. Rate of Interest 13.25% p.a. (Last year 13.25% p.a.) at year end.

7. Term Loan of Rs.75,07,000 (P.Y. 1,00,00,000) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in June,2017. Rate of Interest 13.25% p.a. (Last year 13.25% p.a.) at year end.

8. Term Loan of Rs.1,32,24,000 (P.Y.Nil) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in June,2017. Rate of Interest 13.25% p.a. (Last year 13.25% p.a.) at year end.

9. The above mentioned term Loans are colletrally secured by first charge by way of mortgage of factory land & bulding & plant & machinary located at Unit-I,Unit-II and Unit-IV &further secured by Extension of charge on current assets of the company & personal Guarantee of Chariman & Managing Director.

10. Term Loan of Rs.8,90,984 (P.Y. Rs.15,33,568) is secured by Hypothecation on the Vehicle of the company repayable in 35 Monthly Installment starting From July,2013. Last Installment due in January,2016. Rate of Interest 11.00% p.a.(Last Year 11.00% p.a) at year end.

11. Term Loan of Rs.8,22,087 (P.Y. Rs.17,39,465) is secured by Hypothecation on the Vehicle of the company repayable 30 Monthly Installments starting From August,2013. Last Installment due in January,2016. Rate of Interest 8.35% p.a.(Last Year 8.35% p.a) at year end.

12. Term Loan of Rs.17,20,517 (P.Y. Rs.Nil) is secured by Hypothecation on the Vehicle of the company repayable 35 Monthly Installments starting From August,2014. Last Installment due in June,2017. Rate of Interest 8.35% p.a.(Last Year Nil.) at year end.

13. Term Loan of Rs.Nil (P.Y. Rs.78,362) is secured by Hypothecation on the Vehicle of the company repayable in 35 Monthly Installments starting From July,2011. Last Installment due in May,2014. Rate of Interest 10.45% p.a.. (Last Year 10.45% p.a.) at year end.

14. Term Loan of Rs.78,63,146 (P.Y. Rs.Nil) is secured by first & exclusive chage on machinary purchased out of TCFSL fund repayable in 24 Monthly Installments starting From February, 2015. Last Installment due in January,2017. Rate of Interest 13.00% p.a.(Last Year Nil.).It is also secured by unconditional & Irrevocable guarantee of Mr. Ashok Motiani,Chairman & Managing Director.

15. Installments Falling Due In Respect Of All The Above Loans Upto 31/03/2016 Have Been Grouped Under Current Maturities Of Long-Term Debt.

16. Working Capital Loans from Banks comprise of Cash Credit, Pre Shipment and Post Shipment Credit are secured by way of hypothecation of Current Assets including Stocks and Book Debts and are colletrally secured by first charge by way of mortgage of factory land & bulding & plant & machinery located at Unit-I,Unit-II and Unit-IV &further secured by Extension of charge over Other fixed assets of the company & personal Guarantee of Chariman & Managing Director.

17. The Company has not received any intimation from Suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with interest paid / payable under this Act have not been given.

18. Contigent Liabilities and Commitments (to the extent not provided for)

(a) Contingent Liabilities Amount in Rs.

Particulars As At As At 31-03-2015 31-03-2014

i) Disputed matters in appeals/ contested in respectof:

Service Tax 43,244,054 43,244,054

Income Tax 7,555,058 7,555,058

Future cash outflows in respect of the above are determinable only on receipt of Judgments /decisions pending with various forums/authorities. Based on the decisions of the Appellate authorities and the interpretations of other relevant provisions, the Company has been legally advised that the additional demand raised is likely to be either deleted or substantially reduced and accordingly no provision is considered necessary.

ii) Estimated amount of Custom/Excise duty liability in respect of Capital Goods purchased without payment of duty under EPCG Scheme 8,044,934 15,017,107

iii) Estimated amount of duty liability on stock of duty free materials 5,347,041 4,768,738

iv) Bank Guarantees 4,000,000 15,743,040

v) Letter of Credit Nil 16,515,280

(b) Commitments Amount in Rs.

Particulars As At As At 31-03-2015 31-03-2014

i) Estimated amounts of contracts remaining to be executed on capital account and not provided (net of advances) Nil 17,500,000

19. Related Party Disclosure

Names of related parties and nature of relationship.

i) Enterprise under significant influence of Key Management personnel

1) Freshcap Foodstuff LLP (Formerly known as Freshcap Investments Pvt. Ltd.)

2) Agrofoyer Solutions Pvt Ltd

3) Freshfal Pvt Ltd

ii) Key Management Personnel

Mr. Ashok V. Motiani - Chairman and Managing Director.

Mrs. Nanita A. Motiani - Executive Director

Mr. Ashish B.Parekh - Chief Financial Officer

Mr. Jignesh Gandhi - Company Secretary

iii) Relatives of Key Management Personnel

Mrs. Priyanka Tandon

Mr. Mayank Tandon

Ms. Dipti Motiani

32. Employee Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with LIC in the form of qualifying insurance policy.

The following table summarizes the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

20. The Board of Directors of the Company, at their meeting held on 07.02.2015 have decided to write off capital advances given for purchase of land amounting to Rs. 4,705,358/-. The Company had filed a legal suit against the same in metropolitan court in the year of 1994-95. The Company has been legally advised that there is not a chance of recovery of Capital Advance given for purchase of land.

b. Information about Secondary Segment

a) Revenue from external operations comprises of income from sale of products, and other operating revenues.

b) Carrying amount of segment assets comprises of non-current assets and current assets identified to the respective segments. However Segments assets in India also includes certain common assets used to generate revenue in both segments but not feasible of allocation.

c) Capital expenditure during the year represents net additions to Tangible and Intangible assets and movement in Capital work in progress.

21. Previous year's figures have been rearranged and reclassified wherever necessary to correspondence with current year.

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Mar 31, 2014

1. 10,00,000 equity shares of Rs. 19.40/- each (including Securities Premium of Rs. 9.40/- each) & 11,00,000 equity shares of Rs. 14.00/- each (including Securities Premium of Rs. 4.00/- each) were allotted as fully paid upon conversion of Optionally Convertible Warrants during the last Five Years.

2. Rights, preferences and Restrictions attached to Shares

The Company has only one class of equity shares having a par value of Rs. 10 per share. Each Shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

3. Nature of Security and terms of repayment for Long Term Secured Borrowing

4. Nature of Security and terms of repayment for Long Term Secured Borrowing

5. Term Loan of Nil (P.Y.Rs. 23,75,682) is secured by Exclusive and Specific charge on the Registered Office at Ahmedabad and repayable in 24 Monthly Installments starting From December,2011. Last Installment due in November,2013. Rate of Interest 14.50% p.a.(P.Y. 14.50% p.a) at year end.

6. Term Loan of Rs. 56,25,000(P.Y. Rs. 1,31,25,000) is secured by First charge over the entire fixed assets of the company located at the Unit-IV for Tomato Processing Line repayable in 16 Quarterly Installments starting From March,2011. Last Installment due in December,2014.Rate of Interest 13.25% p.a. (P.Y. 14.25% p.a.) at year end.

7. Term Loan of Rs. 3,52,12,000 (P.Y. Rs. 4,38,50,153) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From July,2013.Last Installment due in June,2016. Rate of Interest 13.25% p.a. (P.Y. 13.50% p.a.) at year end.

8. Term Loan of Rs. 64,01,000 (P.Y.Nil) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From Sep-14. Last Installment due in Jun-17. Rate of Interest 13.25% p.a. (P.Y. 13.50% p.a.)

9. Term Loan of Rs. 22,49,000 (P.Y.Nil) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in June,2017. Rate of Interest 13.25% p.a. (P.Y. 13.50% p.a.) at year end.

10. Term Loan of Rs. 1,00,00,000 (P.Y.Nil) is secured by Equitable mortgage of Factory Land & Building located at Unit-1 repayable in 36 Monthly Installments starting From September,2014. Last Installment due in June,2017. Rate of Interest 13.25% p.a. (P.Y. 13.50% p.a.) at year end.

11. The above mentioned term Loans are colletrally secured by first charge by way of mortgage of factory land & bulding & plant & machinary located at Unit-I,Unit-II and Unit-IV & further secured by Extension of charge on current assets of the company & personal Guarantee of Chariman & Managing Director.

12. Term Loan of Rs. 15,33,568 (P.Y. Nil) is secured by Hypothecation on the Vehicle of the company repayable in 35 Monthly Installment starting From July,2013. Last Installment due in January,2016. Rate of Interest 11.00% p.a.(P.Y. Nil) at year end.

13. Term Loan of Rs. 17,39,465 (P.Y. Nil) is secured by Hypothecation on the Vehicle of the company repayable 30 Monthly Installments starting From August,2013. Last Installment due in January,2016. Rate of Interest 8.35% p.a.(P.Y. Nil.) at year end.

14. Term Loan of Rs. 78,362 (P.Y. Rs. 5,18,258) is secured by Hypothecation on the Vehicle of the company repayable in 35 Monthly Installments starting From July,2011. Last Installment due in May,2014. Rate of Interest 10.45% p.a.. (P.Y. 10.45% p.a.) at year end.

15. Installments Falling Due In Respect Of All The Above Loans Upto 31.03.2015 Have Been Grouped Under Current Maturities Of Long-Term Debt.

16 Working Capital Loans from Banks comprise of Cash Credit ,Pre Shipment and Post Shipment Credit are secured by way of hypothecation of Current Assets including Stocks and Book Debts and are collaterally secured by first charge by way of mortagage of factory land & building & Plant & Machinary located at Unit-I, Unit-II and Unit-IV & further secured by Extension of charge over other fixed assets of the company except Satara unit of the company & Personal Guarantee of Chairman & Managing Director.

17. Other Trade payables represents amount payable to various parties for packing material, consumables and Expenses.

9.2 The Company has not received any intimation from Suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with interest paid payable under this Act have not been given.

18. There are no amounts due for payment to Investor Education and Protection Fund under Section 205C of the Companies Act, 1956 as at the year ended.

19. Statutory liabilities represent amounts payable towards VAT, CST, Excise duty and TDS etc.

20. The Company has during the year changed the metod of recognizing the government grant.For better presentation of financial statement company has decided to deduct grant from cost of respective assets.Due to above change Gross block of assets was reduced by Rs. 8,97,01,000 being grant received by the company.Out of which grant of Rs.1,71,03,774 was w/off as Deffered Government grant in proportion of depreciation in earlier years & has been adjusted in respective assets & depreciation fund accounts.

21 Contingent Liabilities and Commitments (to the extent not provided for)

(a) Contingent Liabilities (Amount Rs.)

Particulars As At As At 31.03.2014 31.03.2013

i)Disputed matters in appeals/ contested in respectof:

- Income Tax - 6,612,398

- Service Tax 43,244,054 45,744,054

ii) Estimated amount of Custom/Excise duty liability in respect of Capital Goods purchased without payment of duty under EPCG Scheme 15,017,107 8,959,826

iii) Estimated amount of duty liability on stock of duty free materials 4,768,738 6,192,681

(b) Commitments (Amount Rs.)

Particulars As At As At 31.03.2014 31.03.2013

i) Bank Guarantees 15,743,040 3,500,000

ii) Letter of Credit 16,515,280 4,950,188

iii) Estimated amounts of 17,500,000 3,516,000 contracts remaining to be executed on capital account and not provided

(net of advances)

Note : No amounts pertaining to related parties have been provided for as doubtful debts. Also no amounts have been written off or written back during the year.

22 Employee Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with LIC in the form of qualifying insurance policy.

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Mar 31, 2013

1 BACKGROUND

Freshtrop Fruits Ltd. is engaged in the business of exports of fresh fruits and vegetables to leading Supermarket chains in various parts of Europe, Russia & Hong Kong as well as in Domestic Market. The company is producing Fruit Pulp & Concentrate for both the Domestic & International Customers.

2.1 Employees Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

The following table summarizes the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

3. The Company has exercised the option of implementing the Provisions of Paragraph 46 of Accounting Standard 11 " Accounting for the Effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Amendment Rules 2009 in the F.Y. 2008-09 and accordingly Company has added the foreign exchange loss of Rs. NIL/- in respect of foreign currency loans to the Fixed Assets during the current Financial Year consequently gain for the year is reduced by the equivalent amount. Company had capitalized Exchange Difference Loss of Rs. 1,59,706/- in the previous year in respect of foreign currency loans.

4. Earning per Equity Share (EPS)

Basic and Diluted EPS are recorded in accordance with Accounting Standard 20 ''Earning per Share'' Earning per Share is calculated by dividing the profit attributable to the Equity Shareholders (after adjustment for deferred taxes) by the weighted average number of Equity Shares outstanding during the period. The numbers used in calculating Basic and Diluted EPS are as stated below.

5. Related Party Disclosure

a) Names of related parties and nature of relationship.

i) Enterprise under significant influence of Key Management personnel

1) Freshcap Investments Pvt. Ltd. (Formerly known as Capital Packaging Pvt. Ltd.)

2) Agrofoyer Solutions Pvt. Ltd.

3) Freshfal Pvt. Ltd.

ii) Key Management Personnel

Mr.Ashok V. Motiani - Chairman and Managing Director.

Mrs.Nanita A. Motiani - Executive Director

iii) Relatives of Key Management Personnel Mrs. Priyanka Tandon

Mr. Mayank Tandon Ms. Dipti Motiani

6. Expenditure incurred on employees in receipt of remuneration of not less than Rs. 60,00,000/- P.A. or Rs. 5,00,000/- P.M. if employed for a part of the year.

7. Previous year''s figures have been rearranged and reclassified wherever necessary.

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Mar 31, 2012

1. BACKGROUND

The company was incorporated as a Private Limited Company on 30th September, 1992 and it was converted in to a Public Limited Company on 22nd September, 1994.

Freshtrop Fruits Ltd. is engaged in the business of exports of fresh fruits and vegetables to leading Supermarket chains in various parts of Europe, Russia & Hong Kong as well as in Domestic Market. The company is producing Fruit Pulp & Concentrate for both the Domestic & International Customers.

3.1 50,22,500 equity shares of issued, subscribed and paid up share capital were allotted as fully paid Bonus Shares by way of capitalization of General Reserve during last Five years.

3.2 10,00,000 equity shares of Rs.19.40/- each (including Securities Premium of Rs.9.40/- each) were allotted as fully paid upon conversion of Optionally Convertible Warrants during the last Five Years.

3.3 The Company has only one class of equity shares having a par value of Rs. 10 per share. Each Shareholder is eligible for one vote per share. The dividend proposed by the Board of Directors is subject to the approval of shareholders, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferential amounts, in proportion of their shareholding.

Note:

1. Working Capital Loans from Banks comprise of Cash Credit and Post Shipment Credit and are secured by way of hypothecation of Current Assets including Stocks and Book Debts and collaterally secured by specified Fixed Assets of the Company and Personal Guarantee of Chairman & Managing Director.

2. Short Term Loan of Rs.2,00,00,000 (P.Y. Nil) is secured by Charge on the Movable fixed assets of the Unit-II & Unit-Ill and Current Assets of the company. Payable in 12 Monthly installment starting from Apr-12. Last installment due in Mar-13. Interest Rate 14.00% p.a.

3. Unsecured Short Term Loan from Banks of Rs.Nil (P.Y. 2,00,00,000) repayable in 6 Monthly installment starting from July-11. This loan is backed by Personal Guarantee of Managing Director of the company.

(#) Other Trade payables represents amount payable to various parties for packing material, consumables and Expenses.

- The Company has not received any intimation from Suppliers regarding their status under the Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures relating to amount unpaid as at year end together with interest paid payable under this Act have not been given.

25.1 Employees Benefits

a) Defined Benefit Plan

gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance company in the form of qualifying insurance policy.

The following table summarizes the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

29. Contingent liability:

Sr. Nature of Liabilities 2011-12 2010-11 No. In Rs. In Rs.

(a) Estimated amounts of contracts remaining to be executed Nil 16,97,857 on capital account and not provided (net of advances)

(b) Estimated amount of Custom/Excise duty liability in respect 70,99,051 2,17,41,379 of Capital Goods purchased without payment of duty under EPCG Scheme

(c) Estimated amount of duty liability on stock of duty free 40,21,704 18,57,408 materials

(d) Disputed matters in appeals/ contested in respect of 66,12,398 68,74,097 Income Tax

(e) Bank Guarantees 32,50,000 42,51,123

(f) Other Liabilities 1,47,738 Nil

30. The Company has exercised the option of implementing the Provisions of Paragraph 46 of Accounting Standard 11 " Accounting for the Effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Amendment Rules 2009 in the F.Y. 2008-09 and accordingly Company has added the foreign exchange loss of Rs.1,59,706/- in respect of foreign currency loans to the Fixed Assets during the current Financial Year consequently profit for the year is excess by the equivalent amount. Company had capitalized Exchange Difference Loss of Rs.85,595/- in the previous year in respect of foreign currency loans.

31. In the opinion of the Board of Directors Current Assets and 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.

33. Earning per Equity Share (EPS)

Basic and Diluted EPS are recorded in accordance with Accounting Standard 20 'Earning per Share'. Earning per Share is calculated by dividing the profit attributable to the Equity Shareholders (after adjustment for deferred taxes ) by the weighted average number of Equity Shares outstanding during the period. The numbers used in calculating Basic and Diluted EPS are as stated below.

34. Related Party Disclosure

a) Names of related parties and nature of relationship.

i) Enterprise under significant influence of Key Management personnel

1) Freshcap Investments Pvt. Ltd.

(Formerly known as Capital Packaging Pvt. Ltd.)

2) Agrofoyer Solutions Pvt. Ltd.

3) Freshfal Pvt. Ltd.

ii) Key Management Personnel

Mr.Ashok V. Motiani - Chairman and Managing Director.

Mrs.Nanita A. Motiani - Executive Director

iii) Relatives of Key Management Personnel Mrs. Priyanka Tandon

Mr. Mayank Tandon Ms. Dipti Motiani

The Company has disclosed business segment as primary segment. Segments have been identified and reported taking into account the nature of the products the different risks and returns the organization structure and the internal reporting systems. The main business segments are (i) Fresh Fruits which consist of Fresh Grapes Pomegranates and Mangoes (ii) Processed Fruits and Vegetables consist of Mango Pulp Guava Pulp Pomegranates Concentrate and Tomato Paste & Puree,

b. Information about Secondary Segment

In respect of secondary segment information the Company has identified its geographical segments as (i) India and (ii) Outside India. The secondary segment information has been disclosed accordingly:

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Mar 31, 2010

1. BACKGROUND

The Company was incorporated as a Private Limited Company on 30th September, 1992 and it was converted in to a Public Limited Company on 22nd September, 1994.

Freshtrop Fruits Ltd. is engaged in the business of exports of fresh fruits and vegetables to leading Supermarket chains in various parts of Europe. During the year Company has also started commercial production of Fruit Juice Concentrate Plant.

2. Contingent liability:

Sr. Nature of Liabilities 2009-10 2008-09 No. (Rs in Lacs) (Rs in Lacs)

(a) Estimated amounts of contracts rem aining to be executed on 6.17 NIL capital account and not provided (net of advances)

(b) Estimated amount of Custom/Excise duty liability in respect of 397.74 336.21 Capital Goods purchased without pa yment of duty under EPCG Scheme

(c) Estimated amount of duty liability on stock of duty free materials 20.28 19.29

(d) Estimated amount of duty liability on Capital Goods procured / 24.55 33.54 imported under Bonds given by the Company

(e) Bank Guarantees 12.50 12.50

(f) Letter of Credit 35.56 NIL

3. (A) Issued, Subscribed & Paid-up Equity Share Capital Includes :

(i) 2,08,400 equity shares of Rs 10/- each were allotted as fully paid Bonus Shares by way of capitalization of General Reserve during the F.Y.1994-95.

(ii) 2,50,000 equity shares of Rs 10/- each were allotted as fully paid upon conversion of Share Warrants during the F.Y.2005-06.

(iii) 2,50,000 equity shares of Rs 10/- each were allotted as fully paid upon conversion of Share Warrants during the F.Y.2006-07.

(iv) 50,22,500 equity shares of Rs 10/- each were allotted as fully paid Bonus Shares by way of capitalization of General Reserve during the F.Y.2007.08.

(B) During the year, the Company has issued 10,00,000 Warrants on preferential basis convertible into Equity Shares of Rs 10/- each to the promoters at an issue price calculated under SEBI (ICDR) Regulations, 2009 i.e. Rs 19.40 ( Face Value Rs 10/- and Premium Rs 9.40) convertible at the option of the warrant holders at any time after 10th July, 2009 upto 9th January, 2011 and in accordance with the terms of issue, an amount of Rs 48,50,000/- constituting 25% i.e. Rs 4.85 per Warrant, of the total amount payable was received from them.

The warrant holders of 5,00,000 warrants have exercised their right to convert those warrants into equity shares and accordingly 5,00,000 equity shares of Rs10/- each have been issued and allotted during the year.

(C) Options outstanding as at the end of the year on un-issued share capital:

4. (a) Working Capital Loans from Banks comprise of Cash Credit and Post Shipment Credit and are secured by way of hypothecation of Current Assets including Stocks and Book Debts and collaterally secured by specified Fixed Assets of the Company and Personal Guarantee of Chairman & Managing Director.

(b) Term Loans from Banks are secured by Equitable Mortgage of Specified Factory Land and Building as well as Specified Fixed Assets and Collaterally secured by hypothecation of Specified Current Assets of the Company and Personal Guarantee of Chairman & Managing Director.

(c) Vehicle Loans are secured by way of hypothecation of Specific Vehicles of the Company.

(d) Term Loans from Banks includes Foreign Currency loan of Rs 3,00,36,601/- (P.Y. Rs 7,71,73,005/-) secured by way of Specified Fixed Assets of the Company.

5. The Company has exercised the option of implementing the Provisions of Paragraph 46 of Accounting Standard 11 " Accounting for the Effects of changes in Foreign Exchange Rates" prescribed by Companies (Accounting Standards) Amendment Rules, 2009 in the F.Y. 2008-09 and accordingly Company has deducted the foreign exchange gain of Rs 39,12,626/- in respect of foreign currency loans from the Fixed Assets during the current Financial Year, consequently profit for the year is lower by the equivalent amount. Company had capitalised Exchange Difference Gain of Rs 14,92,591/- in the previous year in respect of foreign currency loans.

6. Micro, Small and Medium Enterprises Development Act, 2006:

There are no Micro, Small and Medium Enterprises to whom the Company owes dues, which are outstanding for more than 45 days as at 31st March, 2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis of information available with the Company.

7. In the opinion of the Board of Directors, Current Assets and 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.

8. The Company has provided Rs 53,09,000/- (P.Y. Rs 5,54,054/-) as Provision for Current taxation u/s 115JB (Minimum Alternate Tax) of Income Tax Act-1961.

9. Earning per Equity Share (EPS)

Basic and Diluted EPS are recorded in accordance with Accounting Standard 20 Earning per Share. Earning per Share is calculated by dividing the profit attributable to the Equity Shareholders ( after adjustment for deferred taxes ) by the weighted average number of Equity Shares outstanding during the period. The numbers used in calculating Basic and Diluted EPS are as stated below.

10. Related Party Disclosure

a) Names of related parties and nature of relationship.

i) Enterprise under significant influence of Key Management personnel

1) Freshcap Investments Pvt. Ltd. (Formerly known as Capital Packaging Pvt. Ltd.)

2) Freshtrop Plantations Pvt. Ltd.

3) Agrofoyer Solutions Pvt. Ltd.

4) Agrofoyer Investments Pvt. Ltd.

5) Freshfal Pvt. Ltd.

ii) Key Management Personnel

Mr.Ashok V. Motiani - Chairman and Managing Director.

Mrs.Nanita A. Motiani - Executive Director iii) Relatives of Key Management Personnel

Mrs. Priyanka Tandon

Mr. Mayank Tandon

Ms. Dipti Motiani

Note : No amounts pertaining to related parties have been provided for as doubtful debts. Also no amounts have been written off or written back during the year.

11. Employees Benefits

a) Defined Benefit Plan

Gratuity:

The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance Company in the form of qualifying insurance policy.

The following table summarizes the components of net benefit expenses recognized in the profit and loss account and the funded status and amounts recognized in the balance sheet for the gratuity benefit.

12. The Company has entered in following forward exchange contracts that are outstanding as at 31st March 2010 to hedge the foreign currency risks of firm commitments

13. Segment information as per Accounting Standard 17 on Segment Reporting for the year ended 31st March 2010

The Company has disclosed business segment as primary segment. Segments have been identified and reported taking into account the nature of the products, the different risks and returns, the organization structure and the internal reporting systems. The main business segments are (i) Fresh Fruits which consist of Fresh Grapes, Pomegranates and Mangoes (ii) Processed Fruits and Vegetables consist of Mango Pulp, Guava Pulp, Pomegranates Concentrate and Tomato Paste & Puree.

b. Information about Secondary Segment

In respect of secondary segment information, the Company has identified its geographical segments as (i) India and (ii) Outside India. The secondary segment information has been disclosed accordingly:

14. Expenditure incurred on employees in receipt of remuneration of not less than Rs 24,00,000/- P.A. or Rs 2,00,000/- P.M. if employed for a part of the year.

15. Payment to Statutory Auditors

16. Managerial Remuneration

17. Value of Imports calculated on CIF basis.

18. Expenditure in Foreign Currency:

19. Earning in Foreign Currency

20. Licensed and Installed Capacity

Installed capacity is as certified by the management and relied upon by the Auditors. Capacity utilization is restricted by the availability of raw materials due to seasonal nature of business.

21. Additional information pursuant to the Provisions of para 3, 4C and 4D of Part II of Schedule VI to the Companies Act, 1956:

22. Capital Work-in-progress includes –

23. Previous years figures have been rearranged and reclassified wherever necessary.

24. Balance Sheet abstract and the Companys General Business Profile: