Notes to Accounts of Wardwizard Foods And Beverages Ltd.

Mar 31, 2025

3.12 Provisions and Contingent Liabilities and
Contingent Assets

The Company recognises a provision when there is a
present obligation arising from a past event that requires an
outflow of resources, and a reliable estimate can be made
of the amount of the obligation.

A contingent liability is a possible obligation arising from
past events, the existence of which will be confirmed
only by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of
the Company, or a present obligation that arises from past
events but not recognised because it is not probable that
an outflow of resources embodying economic benefits will
be required to settle the obligation or the amount of the
obligation cannot be measured with sufficient reliability.
Contingent liabilities are disclosed after careful evaluation
by the management, considering both the facts and legal
aspects of the matter involved.

Contingent asset is neither recognised nor disclosed in the
Financial Statements.

3.13 Financial Instrument

Financial assets and financial liabilities are recognised when
the Group becomes a party to the contractual provisions of
the instruments.

Financial assets and financial liabilities are initially measured
at fair value. Transaction costs that are directly attributable
to the acquisition or issue of financial assets and financial
liabilities (other than financial assets and financial liabilities at
fair value through the statement of profit and loss) are added
to or deducted from the fair value of the financial assets or
financial liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the acquisition of
financial assets or financial liabilities at fair value through the
statement of profit and loss are recognised immediately in
the statement of profit and loss.

3.14 Financial Asset

A. Fair Value Assessment:

Fair value is the price that would be received to sell an
asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date,
regardless of whether that price is directly observable or
estimated using another valuation technique. In estimating
the fair value of an asset or a liability, the Company takes
into account the characteristics of asset and liability that
market participants would take into consideration. Fair
value for measurement and/or disclosure purposes in these
Financial Statements is determined based on this approach,
except for transactions falling within the scope of Ind AS 2,
17 and 36. Generally, at initial recognition, the transaction
price is the best evidence of fair value.

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

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

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

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

B. Subsequent Measurement:

For the purpose of subsequent measurement, financial
assets are classified in three categories:

¦ Financial assets measured at amortized cost

¦ Financial assets at fair value through OCI

¦ Financial assets at fair value through profit or loss

C. Financial Assets measured at amortized cost:

Financial assets are measured at amortized cost if the
financial asset is held within a business model whose
objective is to hold financial assets in order to collect
contractual cash flows, and the contractual terms of the
financial asset give rise, on specified dates, to cash flows
that are solely payments of principal and interest on the
principal amount outstanding. These financials assets are
amortized using the effective interest rate (''EIR'') method,
less impairment. Amortized cost is calculated by taking
into account any discount or premium on acquisition, and
fees or costs that are an integral part of the EIR. The EIR
amortization is included in finance income in the Statement
of Profit and Loss. Losses arising from impairment are
recognised in the Statement of Profit and Loss.

D. Financial Assets at fair value through OCI (''FVTOCI''):

Financial assets are measured at fair value through other
comprehensive income (FVTOCI) if they are held within
a business model whose objective is achieved by both
collecting contractual cash flows and selling financial
assets, and the contractual terms of the financial asset
give rise, on specified dates, to cash flows that are solely
payments of principal and interest on the principal amount
outstanding. At initial recognition, the Company may make
an irrevocable election (on an instrument-by-instrument
basis) to designate investments in equity instruments, other
than those held for trading, at FVTOCI. Changes in fair value
are recognised in the other comprehensive income (''OCI'').
However, interest income, impairment losses and reversals,
and foreign exchange gains or losses are recognised in the
Statement of Profit and Loss.

E. Financial Assets at fair value through profit or
loss(''FVTPL''):

Any financial asset that does not meet the criteria for
classification as measured at amortized cost or at fair value
through other comprehensive income (FVTOCI) is classified
as financial assets at fair value through profit or loss (FVTPL).

Further, financial assets at FVTPL include financial assets
held for trading and financial assets designated upon initial
recognition as measured at FVTPL. Financial assets are
classified as held for trading if they are acquired principally
for the purpose of selling or repurchasing in the near term.
Financial assets measured at FVTPL are remeasured at fair
value at each reporting date, with all changes in fair value
recognised in the Statement of Profit and Loss.

F. Trade Receivables:

Trade receivables are recognised when the Company has
an enforceable right to consideration under a contract and
represent amounts due from customers for goods sold or
services rendered in the ordinary course of business. In
accordance with Ind AS 115, trade receivables that do not
contain a significant financing component are measured
at the transaction price. Subsequently, trade receivables
are measured at amortized cost, less any allowance for
expected credit losses as per the requirements of Ind AS
109.

Unconditional receivables are recognised as financial
assets when the Company becomes a party to the contract
and, as a consequence, has a legal right to receive or a
legal obligation to pay cash. However, trade receivables
that do not contain a significant financing component are
measured at transaction price.

E. Derecognition:

The Company derecognises a financial asset only when the
contractual rights to the cash flows from the asset expire,
or when the financial asset is transferred and substantially
all the risks and rewards of ownership are transferred to
another entity. If the Company neither transfers nor retains
substantially all the risks and rewards of ownership and
continues to control the financial asset, it recognises its
retained interest in the financial asset and an associated
liability for any amount it may be required to pay.

F. Impairment of Financial Assets:

The Company recognises loss allowances using the
expected credit loss (ECL) model for the financial assets
that are not fair valued through profit or loss. For trade
receivables without a significant financing component, the
loss allowance is measured at an amount equal to lifetime
ECL. For all other financial assets, ECLs are measured at
12-month ECL unless there has been a significant increase
in credit risk since initial recognition, in which case lifetime
ECL is applied. The amount of ECLs (or reversal) that is
required to adjust the loss allowance at the reporting
date to the amount that is required to be recognised is
recognised as an impairment gain or loss in Statement of
Profit and Loss.

G. Measurement of fair values:

A number of the Company''s accounting policies and
disclosures require the measurement of fair values, for both
financial and non-financial assets and liabilities.

Fair values are categorised into different levels in a fair
value hierarchy based on the inputs used in the valuation
techniques as follows:

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

Level 2: inputs other than quoted prices included in Level
1 that are observable for the asset or liability,
either directly (i.e. as prices) or indirectly (i.e.
derived from prices).

Level 3: inputs for the asset or liability that are not based
on observable market data (unobservable inputs).

When measuring the fair value of an asset or a liability, the
Company uses observable market data as far as possible.
If the inputs used to measure the fair value of an asset or
a liability fall into different levels of the fair value hierarchy,
then the fair value measurement is categorised in its entirety
in the same level of the fair value hierarchy as the lowest
level input that is significant to the entire measurement. The
Company recognises transfers between levels of the fair
value hierarchy at the end of the reporting period during
which the change has occurred.

3.15 Financial liabilities and equity instrument

A. Initial recognition and measurement:

All financial liabilities are classified at initial recognition as
either measured at amortized cost or at fair value through
profit or loss, as appropriate. Financial liabilities measured
at amortized cost are initially recognised at fair value, net
of directly attributable transaction costs. Any difference
between the proceeds (net of transaction costs) and the fair
value at initial recognition is recognised in the Statement of
Profit and Loss.

B. Subsequent Measurement:

The subsequent measurement of financial liabilities
depends upon the classification as described below: -

i) Financial liabilities classified as Amortized cost:

Financial liabilities that are not held for trading and are not
designated at fair value through profit or loss (FVTPL) are
measured at amortized cost at the end of each reporting
period. Amortized cost is calculated by taking into account
any discount or premium on acquisition, and fees or costs
that are an integral part of the effective interest rate (EIR).
Interest expense that is not capitalized as part of the cost
of assets is recognised as finance cost in the Statement of
Profit and Loss.

ii) Financial liabilities classified as fair value through
profit and loss (FVTPL):

Financial liabilities classified as FVTPL includes financial
liabilities held for trading and those designated as FVTPL
upon initial recognition. Financial liabilities are classified
as held for trading if they are incurred for the purpose of
repurchasing in the near term. Designation of financial

liabilities at FVTPL upon initial recognition is made only if
the criteria specified in Ind AS 109 are met.

Export benefits are accounted for in the year of export,
based on eligibility and when there is reasonable certainty
of receipt.

C. Trade Payables:

Trade payables represent amounts due for goods and
services received by the Company before the end of the
financial year that remain unpaid as of the reporting date.
These payables are generally unsecured and are classified
as current liabilities unless the payment is contractually
due more than 12 months after the reporting date. They
are initially recognised at fair value, which typically reflects
the transaction price, and are subsequently measured at
amortized cost using the effective interest rate method.

These amounts represent liabilities for goods and services
provided to the Company prior to the end of financial year
which are unpaid. Trade and other payables are generally
unsecured and are presented as current liabilities unless
payment is not due within 12 months after the reporting
period. They are recognised initially at fair value, which
generally indicates the transaction price, and subsequently
measured at amortized cost using Effective interest rate
method.

D. Derecognition:

A financial liability is derecognised when the obligation
under the liability is discharged, canceled, or expired.
When an existing financial liability is replaced by another
from the same lender on substantially different terms, or
when the terms of an existing liability are substantially
modified, such an exchange or modification is treated as
the derecognition of the original liability and the recognition

of a new liability. The difference in the respective carrying
amounts is recognised in the Statement of Profit and Loss.

E. Offsetting of Financial Instruments:

Financial assets and financial liabilities are offset, and
the net amount is reported in the balance sheet, only if
there is a currently enforceable legal right to offset the
recognised amounts and if there is an intention to settle on
a net basis, i.e., to realise the assets and settle the liabilities
simultaneously.

3.16 Dividend

Final dividend on shares is recognized as a liability on the
date of approval by the shareholders, while interim dividend
is recognized as a liability on the date of declaration by the
Company''s Board of Directors.

3.17 Segment Reporting

Operating segments are reported in a manner consistent
with the internal reporting provided to the chief operating
decision maker. The chief operating decision maker of
the Company is responsible for allocating resources and
assessing performance of the operating segments.

3.18 Earnings per share

Basic earnings per share is computed by dividing the profit
after tax by the weighted average number of equities
shares outstanding during the year/period. Diluted
earnings per share is computed by dividing the profit after
tax as adjusted for dividend, interest and other charges to
expense or income relating to the dilutive potential equity
shares, by the weighted average number of equity shares
considered for deriving basic earnings per share and the
weighted average number of equity shares which could
have been issued on the conversion of all dilutive potential
equity shares.

Note:

I The ROU land is located in an industrial development zone, for which an upfront premium has been paid during the
year, securing lifetime rights. Due to its marketable nature and the provisions for renewal at the end of the lease, as
permitted by governing laws, the arrangement essentially holds a perpetual character.

II The Goodwill has been recognised as a part of business undertaken and difference due to excess of consideration
over of fair value of net identified asset have been accounted for during the year. No amortisation upon the same has
been provided by the Company and will tested for impairment annually.

Note:

I. Compnay had acquired shares of Indian Credit Co Operative Society Ltd against loan taken from said Co Operative
Society.

II. Pursuant to order dated 23.03.2021 passed by the honourable NCLT Bliss Dealcomm Pvt Ltd has been merged with
Moreplus Merchants Pvt Ltd. Accordingly, 4 shares of Moreplus Merchants Pvt Ltd received in exchange of 38,000
shares. During the year, based on assessment of its recoverable value, the Company impaired investment as per the
valuation report.

i) The Company has issued only one class of equity
shares having a par value of '' 1 per share. Each holder
of equity share is entitled to 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 to their shareholdings.

ii) The Board of Directors of the Company at its meeting
held on 10^th October 2022 approved coversion and
allotment of 4,90,40,000 equity shares face value Re.
1/- at Price of '' 5/-each(including premium of '' 4/-
each) on conversion of convertible equity warrants
issued by the Company on preferential basis to the
promoters and strtegic Investors not forming part of of
the Promoter Group of the Company in terms of SEBI
(ICDR) Regulations, 2018.

iii) The Board of Directors of the Company at its meeting
held on 28^th March, 2023 approved coversion and
allotment of 3,73,00,000 equity shares face value Re.
1/- at Price of '' 5/-each(including premium of '' 4/-
each) on conversion of convertible equity warrants
issued by the Company on preferential basis to the
promoters and strtegic Investors not forming part of of
the Promoter Group of the Company in terms of SEBI
(ICDR) Regulations, 2018.

iv) The Board of Directors of the Company at its meeting
held on 21^st June, 2023 approved conversion and
allotment of 1,70,00,000 equity shares face value Re.
1/- at Price of '' 5/-each (including premium of '' 4/-
each) on conversion of convertible equity warrants
issued by the Company on preferential basis to the
promoters of the Company in terms of SEBI (ICDR)
Regulations, 2018.

The Board of Directors of the Company at its meeting
held on 4^th August, 2023 approved conversion and
allotment of 1,96,00,000 equity shares face value Re.
1/- at Price of '' 5/-each (including premium of '' 4/-
each) on conversion of convertible equity warrants
issued by the Company on preferential basis to the
promoters and strategic Investors not forming part of
the Promoter Group of the Company in terms of SEBI
(ICDR) Regulations, 2018.

int; uucji u ui L/i i tr^_it>i 5ui li it; v_ui i iydi ly cu i Lo ii i t;t; LI i ly

held on 21^st October,2023 approved conversion and
allotment of 1,60,00,000 equity shares face value Re.
1/- at Price of '' 5/-each (including premium of '' 4/-
each) on conversion of convertible equity warrants
issued by the Company on preferential basis to the
promoters and strategic Investors not forming part of
the Promoter Group of the Company in terms of SEBI
(ICDR) Regulations, 2018.

The Board of Directors of the Company at its meeting
held on 2^nd January,2024 approved conversion and
allotment of 55,00,000 equity shares face value Re.
1/- at Price of '' 5/-each (including premium of '' 4/-
each) on conversion of convertible equity warrants
issued by the Company on preferential basis to the
promoters and strategic Investors not forming part of
the Promoter Group of the Company in terms of SEBI
(ICDR) Regulations, 2018.

The Board of Directors of the Company at its meeting
held on 13^th March ,2024 approved conversion and
allotment of 35,00,000 equity shares face value Re.
1/- at Price of '' 5/-each (including premium of '' 4/-
each) on conversion of convertible equity warrants
issued by the Company on preferential basis to the
promoters and strategic Investors not forming part of
the Promoter Group of the Company in terms of SEBI
(ICDR) Regulations, 2018.

0 Pursuant to the approval of the Board of Directors
dated 13^th March, 2024 the outstanding 2,20,00,000
No. Convertible Equity warrants of '' 1/- each
has Lapsed and the amount paid on allotment of
convertible equity warrants has been forfeited by the
Company as the warrant holder has failed to pay an
amount equivalent to the 75% of the issue price within
eighteen (18) months from the date of allotment of
equity warrants as per the terms/the warrant holder
has shown her inability to comply with SEBI (SAST)
Regulations, 2011 including making an Open Offer
to the public shareholders of the Company as the
proposed conversion of warrants into equity shares
will exceed 5% paid-up capital of the Company during
2023-24, all such forfeited amount of '' 743.75 is
transferred to Security premium Reserve.

We have already paid the soft loan taken amounting '' 1,01,43,000/- (Rupees One Crore One Lakh and Forty Three
Thousand only) on 27.05.2022 in the account of Government of West Bengal against Full and final settlement of our
soft loan Principal amount. and has made application dated16.12.2022 for waiver of Interest Portion to the West Bengal
Government, also refer Note No. 36.

Note 2:

The Company has availed borrowings aggregating to '' 2,958.76 lakhs, comprising '' 2,613.92 lakhs from Indian Credit
Co-operative Society Ltd. and '' 344.84 lakhs from Non-Banking Financial Companies (NBFCs).

In accordance with the Payment of Gratuity Act, 1972, the Company provides for gratuity, as defined benefit plan. The
gratuity plan provides for a lump sum payment to the employees at the time of separation from the service on completion
of vested year of employment i.e. five years. The liability of gratuity plan is provided based on actuarial valuation as at the
end of each financial year based on which the Company contributes the ascertained liability to Life Insurance Corporation
of India by whom the plan assets are maintained.

These plans typically expose the Company to actuarial risks such as: investment risk, inherent interest rate risk, longevity risk
and salary risk.

Investment Risk: The present value of the defined benefit plan liability (denominated in Indian Rupee) is calculated using a
discount rate which is determined by reference to market yields at the end of the reporting period on government bonds.
Currently for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt
instruments.

Interest Rate Risk: The defined benefit obligation calculated uses a discount rate based on government bonds. If bond
yields fall, the defined benefit obligation will tend to increase.

Longevity Risk: The present value of the defined benefit plan liability is calculated by reference to the best estimate of
the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan
participants will increase the plan''s liability.

30: FINANICAL RISK MANAGEMENT
OBJECTIVES AND POLICIES

The Company''s principal financial liabilities comprise of
borrowings, trade and other payables. The main purpose
of these financial liabilities is to finance and support
Company''s operations. The Company''s principal financial
assets include inventory, trade and other receivables and
cash and cash equivalents that derive directly from its
operations. The Company is exposed to market risk, credit
risk and liquidity risk. The Company''s senior management
oversees the management of these risks. The Board of
Directors reviews and agrees policies for managing each of
these risks, which are summarized below.

a) Market risk

Market risk is the risk that changes with market prices-such
as foreign exchange rates and income or the value of its
holdings of financial instruments. The objective of market
risk management is to manage and control market risk
exposures within acceptable parameters, while optimising
the return.

b) Credit risk

Credit risk is the risk of financial loss to the Company if a
customer or counterparty to a financial instrument fails

to meet its contractual obligations, and arises principally
from the Company''s receivables from customers. 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, including the default risk
associated with the industry and country in which customers
operate. Credit risk is managed through credit approvals,
establishing credit limits and continuously monitoring the
creditworthiness of customers to which the Company
grants credit terms in the normal course of business. On
account of adoption of Ind AS 109, the Company uses
expected credit loss model to assess impairment loss or
gain. The Company uses a matrix to compute the expected
credit loss allowance for trade receivables. The provision
matrix takes into account available external and internal
credit risk factors and Company''s historical experience for
customers.

(i) The Company has made provision on expected credit
loss on trade receivables and other financials assets,
based on the management estimates.

(ii) Credit risk on cash and cash equivalents is limited
as the Company generally invests in deposits with
banks and financial institutions with high credit ratings
assigned by domestic credit rating agencies.

c) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or another financial asset. The Company''s approach to managing liquidity is to
ensure, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the Company''s reputation. The Company''s principal sources of
liquidity are cash and cash equivalents and the cash flow that is generated from the operations.

36. SEGMENT REPORTING (IND AS 108):

In accordance with ind AS 108, "Operating segments, the Company has reported the "segment information in tne financiai
resuits.

Company is engaged in the manufacturing and selling of RTE, Frozen, Sauces & Mayo, Food Commodities & Services.
Based on the "Management Approach" as defined in Ind AS 108, the Chief Operating Decision Maker (CODM) evaluates
the Company''s performance and allocates resources based on the analysis of various performance indicators by business
segments. Accordingly, information has been presented business segments. The accounting principles used in the
preparation of the financial statements are consistently applied to record revenue and expenditure in individual segments,
and are as set out in the significant accounting policies.

The Company operates across multiple key segments in the food processing industry, namely Ready-to-Eat (RTE) & Frozen
Foods, Sauces & Mayonnaise, and Food Commodities & Services. Each segment plays a strategic role in enhancing revenue
diversification, brand presence, and market penetration across domestic and international markets.

b) Segment Assets and Segment Liabilities are as at March 31,2025, December 31,2024, March 31,2024. Unallocable
corporate assets, unallocable corporate liabilities mainly represents, cash and bank balances, and tax assets/liabilities.

Corporate Social Responsibility

In accordance with Section 135, Corporate Social Responsibility (CSR) requirements do not apply to the Company.

Capital Management (Ind AS 1)

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising
the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working
capital requirements and deployment of surplus funds into various investment options. The management of the Company
reviews the capital structure of the Company on regular basis. As part of this review, the Board considers the cost of capital
and the risks associated with the movement in the working capital.

37. Previous year''s figures have been regrouped/reclassified to conform to current year''s presentation. As per our Report
of even date.

38. COMMITMENTS AND CONTINGENCIES:

A. The Income Tax authority had conducted search activity at the office of the Company. During the Search the Company
extended full cooperation and provided the required details, clarification, and documents. Further as per the Panchnama
No. CHN/822/PDIT(inv)/40/2023-24/Cl-16 on dated 07-02-2024, received from the Income Tax Department, the name
of Wardwizard Foods and Beverages Limited (Formerly known as Vegetable Products Limited) is not Involved/Warranted
for further investigation in the matter for which the search operation has been conducted on the premises of the Company.

B. An amount of '' 71,35,185 being the further interest component on West Bengal Govt. soft loan may be added but the
Company has request for interest waiver and it is likely that the amount would be far lower than stated in note no 16 along
with the likely interest. The Company has already paid the principal in full.

40. OTHER STATUTORY INFORMATION

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

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

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

(IV) The Company has not advanced or loaned or invested funds to any person(s) or entity(is), 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.

(V) The Company has not received any fund from any person(s) or entity(is), 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.

(VI) The Company does not have any 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.

(VII) The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies
Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the
Reserve Bank of India.

(VIII) For details of Capital work in progress refer Note No 4.

41. Balance of Current Assets/Liabilities & Noncurrent Assets/Liabilities and Loans & Advances, trade payables/
receivables and other current liabilities and their classification under the above heads, in the absence of any documentary
support, given and accepted as agreed by management are subject to confirmations and reconcilation.

42. APPROVAL OF FINANCIAL STATEMENTS:

The Financial Statements were approved for issue by the Board of Directors on 29.05.2025.

In Accordance with our Report of even date

For MAHESH UDHWANI & ASSOCIATES For and on Behalf of the Board of Directors of

Chartered Accountants WARDWIZARD FOODS AND BEVERAGES LIMITED

Firm number: 129738W (CIN:L15100WB1953PLC021090)

SD/- SD/- SD/-

(Mahesh Udhwani) Sheetal Mandar Bhalerao Paresh Thakkar

Partner Managing Director Non Executive Independent Director

M.No. 047328 DIN: 06453413 DIN: 08265981

UDIN:25047328BMHYBJ3380

SD/- SD/-

Bhoomi Ketan Talati Sejal Manharbhai Varia

Company Secretary Chief Financial Officer

APTPT0136J AJRPV6388C

Date: 29-05-2025 Date: 29-05-2025

Place: Vadodara Place: Vadodara

---

Mar 31, 2024

i) The company has issued only one class of equity shares having a par value of Rs. 1 per share. Each holder of equity share is entitled to 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 to their shareholdings.

ii) The Board of Directors of the Company at its meeting held on 10th October 2022 approved coversion and allotment of 4,90,40,000 equity shares face value Re. 1/- at Price of Rs.5/-each(including premium of Rs.4/- each) on conversion of convertible equity warrants issued by the company on preferential basis to the promoters and strtegic Investors not forming part of of the Promoter Group of the Company in terms of SEBI (ICDR) Regulations, 2018.

iii) The Board of Directors of the Company at its meeting held on 28th March, 2023 approved coversion and allotment of

3.73.00. 000 equity shares face value Re. 1/- at Price of Rs.5/-each(including premium of Rs.4/- each) on conversion of convertible equity warrants issued by the company on preferential basis to the promoters and strtegic Investors not forming part of of the Promoter Group of the Company in terms of SEBI (ICDR) Regulations, 2018.

iv) The Board of Directors of the Company at its meeting held on 21st June, 2023 approved conversion and allotment of 1,70,00,000 equity shares face value Re. 1/- at Price of Rs.5/-each (including premium of Rs.4/- each) on conversion of convertible equity warrants issued by the company on preferential basis to the promoters of the Company in terms of SEBI (ICDR) Regulations, 2018.

The Board of Directors of the Company at its meeting held on 4th August, 2023 approved conversion and allotment of

1.96.00. 000 equity shares face value Re. 1/- at Price of Rs.5/-each (including premium of Rs.4/- each) on conversion of convertible equity warrants issued by the company on preferential basis to the promoters and strategic Investors not forming part of the Promoter Group of the Company in terms of SEBI (ICDR) Regulations, 2018.

The Board of Directors of the Company at its meeting held on 21st October,2023 approved conversion and allotment of

1.60.00. 000 equity shares face value Re. 1/- at Price of Rs.5/-each (including premium of Rs.4/- each) on conversion of convertible equity warrants issued by the company on preferential basis to the promoters and strategic Investors not forming part of the Promoter Group of the Company in terms of SEBI (ICDR) Regulations, 2018.

The Board of Directors of the Company at its meeting held on 2nd January,2024 approved conversion and allotment of 55,00,000 equity shares face value Re. 1/- at Price of Rs.5/-each (including premium of Rs.4/- each) on conversion of convertible equity warrants issued by the company on preferential basis to the promoters and strategic Investors not forming part of the Promoter Group of the Company in terms of SEBI (ICDR) Regulations, 2018.

The Board of Directors of the Company at its meeting held on 13th March ,2024 approved conversion and allotment of 35,00,000 equity shares face value Re. 1/- at Price of Rs.5/-each (including premium of Rs.4/- each) on conversion of convertible equity warrants issued by the company on preferential basis to the promoters and strategic Investors not forming part of the Promoter Group of the Company in terms of SEBI (ICDR) Regulations, 2018.

V) Pursuant to the approval of the Board of Directors dated 13th March, 2024 the outstanding 2,20,00,000 No. Convertible Equity warrants of Rs.1/- each has Lapsed and the amount paid on allotment of convertible equity warrants has been forfeited by the Company as the warrant holder has failed to pay an amount equivalent to the 75% of the issue price within eighteen (18) months from the date of allotment of equity warrants as per the terms / the warrant holder has shown her inability to comply with SEBI (SAST) Regulations, 2011 including making an Open Offer to the public shareholders of the Company as the proposed conversion of warrants into equity shares will exceed 5% paid-up capital of the Company during 2023-24, all such forfeited amount of Rs. 743.75 is transferred to Security premium Reserve.

34. Segment Reporting (Ind AS 108):

During the year the company has been operating in Single Segment namely manufacturing in food industries and its activites, as per guiding principles given in Ind As-108 on ''Operating Segements''.

Corporate Social Responsibility

In accordance with Section 135, Corporate Social Responsibility (CSR) requirements do not apply to the company.

Crypto Currency or Virtual Currency

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

Capital Management (Ind AS 1)

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options. The management of the Company reviews the capital structure of the Company on regular basis. As part of this review, the Board considers the cost of capital and the risks associated with the movement in the working capital.

The Company''s objectives when managing capital are to (a) maximise shareholder value and provide benefits to other stakeholders and (b) maintain an optimal capital structure to reduce the cost of capital.

For the purposes of the Company''s capital management, capital includes issued capital, share premium and all other equity reserves attributable to the equity holders.

The Company monitors capital using debt-equity ratio, which is total debt less investments divided by total equity.

36. Commitments and contingencies :

The Income Tax authority had conducted search activity at the office of the Company. During the Search the Company extended full cooperation and provided the required details, clarification, and documents. Further as per the Panchnama No. CHN/822/ PDIT(inv)/40/2023-24/Cl-16 on dated 07-02-2024, received from the Income Tax Department, the name of Wardwizard Foods and Beverages Limited (Formerly known as Vegetable Products Limited) is not Involved/ Warranted for further investigation in the matter for which the search operation has been conducted on the premises of the company.

37. Additional Information :

The company has acquired the business on a going concern basis, by way of a slump sale at a consideration of 404 Lakhs.

i) The Primary reasons for the acquisition:

a) Business development of the Company.

b) Achieve economies of scale by synergizing with the existing

ii) Consideration transferred: The Company paid 404 Lakhs as purchase consideration in cash for acquisition of the seasoning manufacturing business undertaking of Safpro Industries Pvt Ltd

39 Other statutory information :

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

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

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

(IV) The Company has not advanced or loaned or invested funds to any person(s) or entity(is), 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.

(V) The Company has not received any fund from any person(s) or entity(is), 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.

(VI) The Company does not have any 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.

(VII) The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

(VIII) There are no any Intangible assets under development as on March 31, 2024.

(IX) For details of Capital work in progress refer Note No 4

40 Balance of Current Assets/ Liabilities & Noncurrent Assets/Liabilities and Loans & Advances, trade payables/receivables and

other current liabilities and their classification under the above heads, in the absence of any documentary support, given and

accepted as agreed by management are subject to confirmations and reconcilation.

41 Approval of Financial Statements :

The Financial Statements were approved for issue by the Board of Directors on 30.05.2024.

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Mar 31, 2023

3.13Provisions

Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. The amount

recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

3.14Financial Instrument

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through the statement of profit and loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through the statement of profit and loss are recognised immediately in the statement of profit and loss.

3.15Financial Asset

All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the classification of the financial assets.

Classification of financial assets

Debt instruments that meet the following conditions are subsequently measured at amortised cost (except for debt instruments that are designated as at fair value through the statement of profit and loss on initial recognition):

• the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and

• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Debt instruments that meet the following conditions are subsequently measured at fair value through other comprehensive income ("FVTOCI'''') (except for debt instruments that are designated as at fair value through the statement of profit and loss on initial recognition):

• the asset is held within a business model whose objective is achieved both by collecting contractual cash flows and selling financial assets; and

• the contractual terms of the instrument give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Interest income is recognised in the Statement of profit and loss for FVTOCI debt instruments.

All other financial assets are subsequently measured at fair value.

- Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or, where appropriate, a shorter period, to the net carrying amount on initial recognition.

Income is recognised on an effective interest basis for debt instruments other than those financial assets classified as at FVTPL. Interest income is recognised in the Statement of profit and loss and is included in the "Other income” line item.

- Financial assets at fair value through the Statement of profit and loss (FVTPL)

Investments in equity instruments are classified as at FVTPL, unless the Company irrevocably elects on initial recognition to present subsequent changes in fair value in other comprehensive income for investments in equity instruments which are not held for trading.

Debt instruments that do not meet the amortised cost criteria or FVTOCI criteria are measured at FVTPL. In addition, debt instruments that meet the amortised cost criteria or the FVTOCI criteria but are designated as at FVTPL are measured at FVTPL.

A financial asset that meets the amortised cost criteria or debt instruments that meet the FVTOCI criteria may be designated as at FVTPL upon initial recognition if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would arise from measuring assets or liabilities or recognising the gains and losses on them on different bases. The Company has not designated any debt instrument as at FVTPL.

Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any gains or losses arising on re-measurement recognised in the Statement of profit and loss. The net gain or loss recognised in the Statement of profit and loss incorporates any dividend or interest earned on the financial asset and is included in the ''Other income'' line item. Dividend on financial assets at FVTPL is recognised when the Company''s right to receive the dividends is established, it is probable that the economic benefits associated with the dividend will flow to the entity, the dividend does not represent a recovery of part of cost of the investment and the amount of dividend can be measured reliably.

Measurement of fair values

A number of the company''s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows: - Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities. - Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). - Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs). When measuring the fair value of an asset or a liability, the company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The company recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

- Impairment of financial assets

The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at amortised cost, debt instruments at FVTOCI, trade receivables, other contractual rights to receive cash or other financial asset, and financial guarantees not designated as at FVTPL.

- Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the Company currently has a legally enforceable right to set off the amounts and it intents either to settle them on net basis or to realise the assets and settle the liabilities simultaneously.

- Derecognition of financial assets

The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party.

- Write-off

The gross carrying amount of a financial asset is written off (either partially or in full) to the extent that there is no realistic prospect of recovery. This is generally the case when the company determines that the trade receivable does not have assets or sources of income that could generate sufficient cash flows to repay the amounts subject to the write off. However, financial assets that are written off could still be subject to enforcement activities in order to comply with the company''s procedures for recovery of amounts due.

3.16 Financial liabilities and equity instrument

- Classification as debt or equity

Debt and equity instruments issued by Company are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

- Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.

- Financial liabilities

Financial liabilities that are not held-for-trading and are not designated as at FVTPL are measured at amortised cost at the end of subsequent accounting periods. The carrying amounts of financial liabilities that are subsequently measured at amortised cost are determined based on the effective interest method. Interest expense that is not capitalised as part of costs of an asset is included under ''Finance costs''.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability.

All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL.

- Derecognition of financial liabilities

The Company derecognises financial liabilities when, and only when, the Company''s obligations are discharged, cancelled or have expired.

3.17 Cash flow statement

Cash flows are reported using the indirect method, whereby profit/(loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the Company are segregated based on the available information.

3.18Earnings per share

Basic earnings per share is computed by dividing the profit after tax by the weighted average number of equities shares outstanding during the year/period. Diluted earnings per share is computed by dividing the profit after tax as adjusted for dividend, interest and other charges to expense or income relating to the dilutive potential equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average number of equity shares which could have been issued on the conversion of all dilutive potential equity shares.

3.19Contingent liabilities and contingent assets

A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably. Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources is remote. Contingent assets are neither recognised nor disclosed in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are recognised in the period in which the change occurs

3.20Recent accounting pronouncements

Ministry of Corporate Affairs ("MCA”) notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA issued the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:

I. Ind AS 1 - Presentation of Financial Statements

The amendments require companies to disclose the material accounting policies rather than significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general-purpose financial statements

II. Ind AS 12 - Income Taxes

The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences

III. Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors

The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty.

Report on Other Legal and Regulatory Requirements

Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 for maintaining books Of account using accounting software which has a feature of recording audit trail (edit log) facility is applicable to the Company with effect from April 1, 2023, and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules,2014 is not applicable for the financial year ended March 31, 2023.

i) The company has issued only one class of equity shares having a par value of Rs. 1 per share. Each holder of equity share is entitled to 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 to their shareholdings.

ii) The company has issued 1699.40 Lacs (in nos.) Convertible Equity Warrants on Prefrencial Basis during the period.

iii) The Board of Directors of the Company at its meeting held on 10th October 2022 approved coversion and allotment of 4,90,40,000 equity shares face value Re. 1/- at Price of Rs.5/-each(including premium of Rs.4/- each) on conversion of convertible equity warrants issued by the company on preferential basis to the promoters and strtegic Investors not forming part of of the Promoter Group of the Company in terms of SEBI (ICDR) Regulations, 2018.

iv) The Board of Directors of the Company at its meeting held on 28th March, 2023 approved coversion and allotment of 3,73,00,000 equity shares face value Re. 1/- at Price of Rs.5/-each(including premium of Rs.4/- each) on conversion of convertible equity warrants issued by the company on preferential basis to the promoters and strtegic Investors not forming part of of the Promoter Group of the Company in terms of SEBI (ICDR) Regulations, 2018.

v) The Company has acquired the business of Yeppy Foods through Business Sucession Agreement and Safpro Industries Private Limited through Business Transfer Agreement dated 24th September, 2022.

34. Segment Reporting (Ind AS 108):

Wardwizard Foods & Beverages Ltd. Is the manufacturer of ready-to-eat products and frozen food items, and beverages along with a segment of top-quality sauces, dressings, mayonnaise, and condiments.Hence, segment reporting as per INDAS 108 is not applicable.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013, a Corporate Social Responsibility (CSR) committee has not been formed by the Company as the company has not fulfilled the requirement of the Act; hence there is no amount to be spent for CSR.

Capital Management (Ind AS 1)

The Company manages its capital to ensure that the Company will be able to continue as a going concern while maximising the return to stakeholders through efficient allocation of capital towards expansion of business, optimisation of working capital requirements and deployment of surplus funds into various investment options. The Company does not have debts and meets its capital requirement through equity and internal accruals. The Company is not subject to any externally imposed capital requirements. The management of the Company reviews the capital structure of the Company on regular basis. As part of this review, the Board considers the cost of capital and the risks associated with the movement in the working capital.

37. Other statutory information :

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

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

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

(IV) The Company has not advanced or loaned or invested funds to any person(s) or entity(is), 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.

(V) The Company has not received any fund from any person(s) or entity(is), 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.

(VI) The Company does not have any 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.

(VII) The Company is not declared as willful defaulter by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof or other lender in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India.

38 Balance of Current Assets/ Liabilities & Noncurrent Assets/Liabilities and Loans & Advances, trade payables/receivables and other current liabilities and their classification under the above heads, in the absence of any documentary support, given and accepted as agreed by management are subject to confirmations and reconcilation.

39 Approval of Financial Statements :

The Financial Statements were approved for issue by the Board of Directors on 30.05.2023.

In Accordance with our Report of even date

For MAHESH UDHWANI & ASSOCIATES Wardwizard Foods and Beverages Limited

Chartered Accountants (Formerly Known as Vegetable Products Limited)

Firm number: 129738W

Sd/- Sd/-

Sd/- Sheetal Mandar Bhalerao Sanjay Rajendra Soni

(Mahesh Udhwani) Managing Director Non Executive-Independent Director

Partner DIN:06453413 DIN:02613471

M.No. 047328

UDIN :23047328BGUSXA7479

Date: 30/05/2023 Sd/- Sd/-

Place : Vadodara Bhoomi Ketan Talati Sejal Manharbhai Varia

Company Secretary Chief Financial Officer

APTPT0136J AJRPV6388C

Date: 30/05/2023 Place : Vadodara

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Mar 31, 2018

COMPANY OVERVIEW

M/s Vegetable Products Ltd. was established & started working in the year 1953 vide Corporate Identity No. L01122WB1953PLC021090, with manufacturing of vegetable edible oil products under the “PRATAP VANASPATI” brand name. The Company after experiencing decades of ups & downs and facing tough competitive macroeconomic environment in the industrial sector of Indian economy today M/s Vegetable Products Ltd. stands as a professionally managed company wherein the overall management is vested in the Board of Directors, comprised of qualified and experienced persons. We currently have Six Directors on our Board comprise of one Managing Director and 2 Non Executive Director including one women director and the other 3 are Nonexecutive Independent Directors. In a country that cooks from the heart, food is more than just nourishment for the body. It is a bond that brings families together and friends closer. At “VPL” we believe it is what upholds the tradition of true Indian hospitality. That’s why we offered widest range of edible oils that helps India indulge in its passion for food, without the guilt. We shall be foraying into a wider range of agro products besides edible oils. Our dedication to quality, innovation and the promise of uncompromised health for the people of India shall shot us to top 10 positions in the Indian vegetable edible oil industry, by 2020. As a brand we are bound to meet the consumer’s changing requirements. This will make us the most respectful brands in the nation. Any complain from our customers are sincerely looked into and this is the reason behind our products popularity in the state of West Bengal and in other States. For us Quality Control is not a just routine, but is a mission. Our Esteemed Directors have the vision, courage and leadership qualities. His efforts to place the Company in a most modernized unit with upgraded process & latest equipment and machineries will surely bring success to the company.

Terms and rights attached to equity shares :

The Company has only one class of equity share having par value of Rs. 1/- per share. Each holder of Equity share is entitled to one vote per share.

In the event of liquidation of the company, the holder of equity shares will be entitled to receive remaining assets of the Company after distribution of all preferential amounts. The Distribution will be in proportion to the number of equity share held by the shareholders.

* Excludes Financial Assets Measured at Cost (Refer Note 3(a)]

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (including bonds) which are traded in the stock exchanges is valued using the closing price as at the reporting period. 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, contingent consideration and indemnification asset included in level 3.

Note 1 : FIRST TIME IND AS ADOPTION RECONCILIATIONS Transition to Ind AS

These are the Entity’s first standalone financial statements prepared in accordance with Ind AS.

The accounting policies set out in note 1 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 1 April 2016 (the Entity’s date of transition). In preparing its opening Ind AS balance sheet, the Group has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting Standards) Rules, 2006 (as amended) and other relevant provisions of the Act (previous GAAP or Indian GAAP). An explanation of how the transition from previous GAAP to Ind AS has affected the group’s financial position, financial performance and cash flows is set out in the following tables and notes.

A. Exemption and exception availed

Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS.

A.1 Ind AS optional exemptions A.1.1 Deemed cost

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 recognised 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.

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

A.1.2 Designation of previously recognised financial instruments

Ind AS 101 allows an entity to designate investments in equity instruments at FVOCI on the basis of the facts and circumstances at the date of transition to Ind AS. The Entity has elected to apply this exemption for its investment in equity investments.

A.2 Ind AS mandatory exceptions A.2.1 Estimates

Ind AS 101 An entity’s estimates in accordance with Ind ASs 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 Entity 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 equity instruments carried at FVPL or FVOCI.

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Mar 31, 2016

OTHER NOTES ON ACCOUNTS

i. Contingent Liabilities not provided for:

a) Demand under West Bengal Sales Tax Act for the year 2004-05 of Rs.82.38 Lacs is under appeal.

b) Custom Duty demand of Rs. 317296/- against import of Crude Palm Oil for the period from 05/12/2008 to 11/04/201.0, as per order of Commissioner Central Excise (Appeals-l) against which Appeal is preferred before Appellate Tribunal.

jj. The company''s Sales Tax dues amounting Rs.l,01,43,1)00/- was converted into a soft loan\ carrying interest @ 6.75% p.a. by the Government of West Benga], which was repayable in eight equal installment commencing from 31/12/2000. The Principal and interest has not been paid by the Company, through the liability for interest has been accounted tor as per agreement.

iii. FIXFD ASSETS;

a) The Company has revalued its LAND and BUILDINGS by a Chartered Engineer as on 07^ll November,20l4. The Difference between the Revalued cost and the book value of the respective assets as on 07 September , 2014 aggregating to RS 53,34,37,440 has been, added to the value of assets with a credit of similar amount.

b) Depreciation for the year includes depreciation amounting 1o Rs.15,77,859/-(P. Y.Rs. 17,58,328/- on account of Revaluation which has been adjusted against revaluation reserve.

iv. In the opinion of the management, the Company has provided the provisions for deferred tax assets on account of carry forward losses as well as on the timing differences for the period in which there is virtual certainty of sufficient future income for realization in future years, in accordance with AS-22 ^r Accounting For Taxes On Income " issued by the Institute of Chartered Accountants of India.ga

v. No provision for taxation has made during the year since neither there is taxable income nor book profit was earned as per the provisions of section 115JB of The Income Tax Act, 1961.

vi. The Financial Statement and Notes on Account has been prepared as per Companies Act, 201.3 with their Schedule as the same is effective from 1st April, 2014.

vii. BONUS SHARES:

The company has capitalized Rs. 7,02,00,000/- by capitalizing balance lying in the credit of capital redemption reserve account to the extent of Ks, 2/1-0,00,000/- and Ks. 4,62,00,000/-from securities premium account for issue of 7020000 Equity Shares of Re.l/- each as Bonus share.

viii. SEGMENT REPORTING:

a) The Company has discontinued its prevent operation i.e. manufacturing and trading in and Edible Gil and commodities. '' there are now no reportable segments because of discontinued operation.

b) ''the Company is in the process of commencing Real Estate Business for which it is taking steps for completion of necessary formalities. It has incurred certain expenses and the same is shown as pre-operative expense under project expenses.

ix. Project Expenses under capitalization is in respect of real Estate business which will be capitalized upon completion of project.

xi. The Sales Tax authority has passed an order for the year 2004-05 whereby the co. was required to pay Rs. 6,51,838/- as full & final payment against demand of Rs S2.38 lakhs. The company has paid the same & has debited the same to the brought forward balance of profit & loss A/c.

xii. As regards related party disclosures as per AS 18 issued the Institute of Chartered Accountants of India:

xiii. No amount is due to Micro, Small and Medium Enterprises [identified on the basis of information made available during the year by such enterprises to the company). No interest in terms of Micro, Small and Medium Enterprises Development Act, 2016 has been either paid or accrued during the year.

'' xiv. Regarding Impairment of Assets under AS-2R issued by the 1CA1 the Company has undertaken a systematic process to find out the realization value of the assets. Impairment if any. will be considered in the Accounts in the year in which it is ascertained,

xv- Regarding provision of contingent liabilities and assets under AS29 issued by the I.C.A.I the company is in process Lo ascertain the value of contingent liabilities and assets and suitable provisions will be made as soon as figures are ascertained,

xvi. No provision for gratuity has been made in respect of existing employees as they have not put in completed year of service.

xvii. No provision for leave salary has been made in the accounts as there are no leave to the credit of the employees during the current financial year.

xviii. Figures of the current year have been regrouped/rearranged or reclassified where ever considered necessary to conform to current year presentation.

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Mar 31, 2015

I. Contingent Liabilities not provided for:

a) Demand under West Bengal Sales Tax Act for the year 2004-05 of Rs.82.38 Lacs is under appeal.

b) Custom Duty demand of Rs. 317296/- against import of Crude Palm Oil for the period from 05/12/2008 to 11/04/2010, as per order of Commissioner Central Excise (Appeals-I) against which Appeal is preferred before Appellate Tribunal.

ii. The company's Sales Tax dues amounting Rs.1,01,43,000/- was converted into a soft loan carrying interest @ 6.75% p.a. by the Government of West Bengal, which was repayable in ; eight equal installment commencing from 31/12/2000. The Principal and interest has not been paid by the Company, through the liability for interest has been accounted for as per < agreement.

iii. FIXED ASSETS:

a) The Company has revalued its LAND and BUILDINGS by a Chartered Engineer as on 07thNovember,2014. The Difference between the Revalued cost and the book value of the respective assets as on 07™ November , 2014 aggregating to RS 53,34,37,440 has been ¦ shown as addition during the year and a equal thereof has been credited to revaluation reserve account.

b) Depreciation for the year includes depreciation amounting to Rs.17,58,328/- on account of Revaluation which has been adjusted against revaluation reserve.

c) The Company has dismantled all the Plant and Machinery as it stood in its books as on 01STApril, 2014. The Company has sold the entire plant and Machinery so dismantled during ; the year.

d) No Depreciation on the Plant and Machinery for the year has been charged in the accounts as Per The Companies Act, 2013 as the entire block of Plant and Machinery has been dismantled for sale as on 01st April 2014.

e) The difference between the sale proceeds and the Book value of the Plant and Machinery has been debited to Loss on sale of Fixed Assets. The Balance lying to the credit in the Revaluation Reserve in respect of the Plant and machinery has been reversed and adjust with profit on sale of fixed assets.

f) The Management has discarded the entire Furniture and Fixture as it stood in the Books as ; on 01st April, 2014 amounting to Rs. 99,337 and the same is debited to profit and loss account.

iv. The Management has found that the entire stores and spares amounting to Rs. 3,27,988 as on 01st April , 2014 have become obsolete and have written off the same . The same has been included in the Consumption of Stores and spares.

v. The stock of Inventories amounting to RS 13,214 as on 01stApril, 2014 has become unfit for : human consumption and has written off the same. The same has been included in the Increase/ (Decrease) in stock.

vi. The Company has consolidated its Authorised Share Capital by cancelling the Preference Share Capital and aggregating with Equity Share Capital.

vii. In the opinion of the management, the Company has provided the provisions for deferred tax : assets on account of carry forward losses as well as on the timing differences for the period in which there is virtual certainly of sufficient future income for realisation in future years, in accordance with AS-22 " Accounting For Taxes On Income " issued by the Institute of Chartered : Accountants of India.

viii. No provision for taxation has been made during the year since neither there is taxable income 5 nor book profit was earned as per the provisions of section 115JB of The Income Tax Act, 1961.

ix. The Financial Statement and Notes on Account has been prepared as per Companies Act, 2013 | with their Schedule as the same is effective from 1st April, 2014.

x. Effective from 1st April, 2014, the Company has charged depreciation based on the useful life of the assets as per the requirement of Schedule II of the Companies Act, 2013. It has recomputed the depreciation on various fixed assets in accordance with and in the manner prescribed with Part C of Schedule II of the Companies Act, 2013. The aggregate difference between the ' depreciation so computed as per the companies Act, 2013 till 31st March, 2014 and the depreciation charged in the accounts till 31st March, 2014 has been debited to the opening balance of profit & Loss Account, if required.

xi. SEGMENT REPORTING:

a) The Company has discontinued its present operation i.e. manufacturing and trading in ¦ Vanaspati and Edible Oil and commodities. Thus there are now no reportable segments because of discontinued operation.

b) The Company is in the process of commencing Real Estate Business for which it is taking steps for completion of necessary formalities. It has incurred certain expenses and the same is shown as pre-operative expense under project expenses.

xii. Project Expenses under capitalization is in respect of real Estate business which will be capitalized upon completion of project.

xiii. No amount is due to Micro, Small and Medium Enterprises (identified on the basis of information made available during the year by such enterprises to the company). No interest in terms of Micro, Small and Medium Enterprises Development Act, 2006 has been either paid or accrued during the year.

xiv. Regarding Impairment of Assets under AS-28 issued by the ICAI the Company has undertaken a systematic process to find out the realization value of the assets. Impairment if any, will be considered in the Accounts in the year in which it is ascertained.

xv. Regarding provision of contingent liabilities and assets under AS29 issued by the I.C.A.I the company is in process to ascertain the value of contingent liabilities and assets and suitable provisions will be made as soon as figures are ascertained.

xvi. No provision for gratuity has been made in respect of existing employees as they have not put in completed year of service.

xvii. No provision for leave salary has been made in the accounts as there are no leave to the credit of the employees during the current financial year.

xviii. Value of Import of C.I.F. Basis : Rs. Nil (Previous year Rs. Nil)

xix. Value of Export on F.O.B. Basis : Rs. Nil (Previous year Rs. Nil)

xx. Expenditure in Foreign Currency : Rs. Nil (Previous year Rs. Nil)

xxi. Earning in Foreign Currency : Rs. Nil (Previous year Rs. Nil)

xxii. Figures of the current year have been regrouped/rearranged or reclassified where ever considered necessary to conform to current year presentation.

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Mar 31, 2014

1. Contingent Liabilities not provided for

a) Demand under West Bengal Sales Tax Act for the year 2004-05 of Rs. 82.38 Lacs is under appeal.

b) Custom Duty demand of Rs.317296/- against import of Crude Palm Oil for the period from 05/12/2008 to 11/04/2010, as per order of Commissioner Central Excise (Appeals-I) against which Appeal is preferred before Appellate Tribunal.

2. Capital commitment remaining to be executed as on 31st March, 2014 Rs. Nil (previous year Rs. Nil) net of advances.

3. The company's Sales Tax dues amounting Rs. 1,01,43,000/- was converted into a soft loan carrying interest @ 6.75% p.a. by the Government of West Bengal, which was repayable in eight equal installment commencing from 31/12/2000. The Principal and interest has not been paid by the Company, through the liability for interest has been accounted for as per agreement.

4. The company's production have discontinued with effect from 15th July, 2011. The company has obtained license from Food Safety Standards Authority of India for production however due to non clearance by the pollution control Board but due to non availability of orders from buyers the company could not restart its production.

5. The Company has issued and allotted 26,00,000 equity shares of Rs.10/- each at a price of Rs.30/- per share on preferential basis as per SEBI guidelines. The said shares were allotted on 13/01/2014. The said shares are under lock in for a period of 12 months from the date of allotment (i.e 13/01/2014). The Company has utilized a portion of the said funds for redemption of the outstanding preference shares.

6. The company has redeemed Preference Shares outstanding as on 01/04/2013 Rs.60,00,000/- on 15/01/2014 out of the proceeds from issue of fresh shares. There are no preference shares outstanding for redemption as on 31/03/2014.

7. The Company has provided for dividend on preference shares from 01/04/2013 till the date of redemption Rs. 23,835/- and tax thereof amounting to Rs. 4,051/-.

8. The Company has released all its employees during the year and has settled all their retirement dues till date at the time of their release.

9. Gratuity liability (none funded) read together with note No.38 as on 31/03/2014 is Rs. NIL (PY Rs. 21.77 Lacs).

10. The Company has discontinued its manufacturing operation since 15/07/2011 and is now trading in Vanaspati and Edible Oil and commodities. There are now no reportable segments because of discontinued operation.

11. As regards related party disclosures as per AS 18 issued by the Institute of Chartered Accountants of India:

1. Key Management personnel:

a. Mr. Ramesh Chandra Daga, Director

b. Mr. Tanmoy Mondal, Director

c. Mr. Vivek Kumar Pachisia, Director

d. Mr. Sudarson Kayori, Director

e. Mr. Arun Chakraborty, Director

2. Enterprises in which the Director have substantial influence:

a. SILVERLAKE DEALERS PVT. LTD.

12. No amount is due to Micro, Small and Medium Enterprises (identified on the basis of information made available during the year by such enterprises to the company). No interest in terms of Micro, Small and Medium Enterprises Development Act, 2006 has been either paid or accrued during the year.

13. Regarding Impairment of Assets under AS-28 issued by the ICAI the Company has undertaken a systematic process to find out the realization value of the assets. Impairment if any, will be considered in the Accounts in the year in which it is ascertained.

14. Regarding provision of contingent liabilities and assets under AS29 issued by the I.C.A.I the company is in process to ascertain the value of contingent liabilities and assets and suitable provisions will be made as soon as figures are ascertained.

15. Value of Import of C.I.F. Basis : Rs. Nil (Previous year Rs. Nil)'

16. Value of Export on F.O.B. Basis : Rs. Nil (Previous year Rs. Nil)

17. Expenditure in Foreign Currency : Rs. Nil (Previous year Rs. Nil)

18. Earning in Foreign Currency : Rs. Nil (Previous year Rs. Nil)

19. Figures of the current year have seen regrouped / rearranged where ever considered necessary