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:
Ý Financial assets measured at amortized cost
Ý Financial assets at fair value through OCI
Ý 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 10th 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 28th 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 21st 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 4th 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.
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held on 21st 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 2nd 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 13th 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 13th 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
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