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Patanjali Foods Ltd. Notes to Accounts
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You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 63360.56 Cr. P/BV 5.57 Book Value (Rs.) 104.53
52 Week High/Low (Rs.) 670/523 FV/ML 2/1 P/E(X) 48.71
Bookclosure 13/11/2025 EPS (Rs.) 11.96 Div Yield (%) 1.72
Year End :2025-03 

p PROVISIONS AND CONTINGENT LIABILITIES

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event. It is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of
the amount of the obligation. If the effect of the time
value of money is material, provisions are discounted
using pre-tax rate (or rates) that reflect(s) current market
assessments of the time value of money and the risks

specific to the liability. Unwinding of the discount
is recognised in the statement of profit and loss as a
finance cost. Provisions are reviewed at each balance
sheet date and are adjusted to reflect the current
best estimate.

Contingent liabilities are disclosed when there 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 where it is either not probable that an outflow
of resources will be required to settle or a reliable
estimate of the amount cannot be made. Information
on contingent liability is disclosed in the Notes to the
Financial Statements.

Contingent assets are not recognised. However, when
the realisation of income is virtually certain, then the
related asset is no longer a contingent asset, but it is
recognised as an asset.

1 FAIR VALUE MEASUREMENT:

The Company measures financial instruments at fair
value at each balance sheet date.

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

a) In the principal market for the asset or liability, or

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

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

The Company uses valuation techniques that are
appropriate in the circumstances and for which sufficient
data are available to measure fair value, maximising the
use of relevant observable inputs and minimising the
use of unobservable inputs. All assets and liabilities
for which fair value is measured or disclosed in the
financial statements are categorised within the fair
value hierarchy.

r BUSINESS COMBINATION AND GOODWILL/CAPITAL
RESERVE:

The Company uses the pooling of interest method of
accounting to account for common control business
combination and acquisition method of accounting to
account for other business combinations.

The acquisition date is the date on which control is
transferred to the acquirer. Judgement is applied in
determining the acquisition date and determining
whether control is transferred from one party to
another. Control exists when the Company is exposed
to, or has rights to variable returns from its involvement
with the entity and has the ability to affect those returns
through power over the entity. In assessing control,
potential voting rights are considered only if the rights
are substantive.

Goodwill is initially measured at cost, being the excess
of the aggregate of the consideration transferred and
the amount recognised for non-controlling interests,
and any previous interest held, over the net identifiable
assets acquired and liabilities assumed. If the fair value
of the net assets acquired is in excess of the aggregate

consideration transferred, the Company re-assesses
whether it has correctly identified all of the assets
acquired and all of the liabilities assumed and reviews
the procedures used to measure the amounts to be
recognised at the acquisition date. If the re-assessment
still results in an excess of the fair value of net assets
acquired over the aggregate consideration transferred,
then the gain is recognised in Other Comprehensive
Income (OCI) and accumulated in other equity as
capital reserve. However, if there is no clear evidence
of bargain purchase, the entity recognises the gain
directly in other equity as capital reserve, without
routing the same through OCI.

Consideration transferred includes the fair values of the
assets transferred, liabilities incurred by the Company to
the previous owners of the acquiree, and equity interests
issued by the Company. Consideration transferred also
includes the fair value of any contingent consideration.
Consideration transferred does not include amounts
related to the settlement of pre-existing relationships.
Any goodwill that arises on account of such business
combination is tested annually for impairment.

(D) Reclassifications in current year

The Company has changed the classification/presentation of export incentive and miscellaneous income in the current
year. The export incentive has now been included in the “Other Operating Revenue” line item under the head “Revenue
from Operations”. Previously, export incentive was included in ‘Other Non-Operative Income' line item under the head
“Other Income”. The miscellaneous income has now been included in the “Sales of Products” line item under the head
“Revenue from Operations”. Previously, miscellaneous income was included in ‘Other Non-Operative Income' line
item under the head “Other Income”. The Company has reclassified comparative amounts to confirm with current year
presentation. The impact of such classifications is summarised below:

(v) The Company in accordance with the Indian Accounting Standard (Ind AS -36) on “Impairment of Assets” carried out
an exercise of identifying the assets that may have been impaired in accordance with the said Ind AS. On the basis of
review carried out by the management, the management has provided for impairment amounting to H 2,183.92 Lakh
(Previous Year H 2,321.52 Lakh) on property, plant and equipment during the year ended March 31, 2025.

(vi) During the year ended March 31, 2024, the Company has aligned the estimated useful life and residual value of
windmills and plant & equipment with Schedule II of the Companies Act, 2013. Accordingly, this has resulted into higher
depreciation by H 7,126.59 Lakh in the Statement of Profit and Loss account for the year ended March 31, 2024.

(vii) Buildings include H 0.02/- Lakh [ Previous Year H 0.02/- Lakh] being cost of Shares in Co-operative Societies. Title deeds
in respect of shares amounting to H 0.01/- Lakh are in the process of transfer.

(viii) In respect of Assets acquired during Food Retail Business and Non-Food Business acquisition from Patanjali Ayurved
Limited (“PAL”), satisfaction of charges are yet to be filed by PAL.

Note:

(i) There are no amounts due for payment to the Investor
Education and Protection Fund under Section 125 of
the Companies Act, 2013 as at the year end.

(ii) Includes H 10,064.58 Lakh payable to DBS Bank Limited
and H 2,918.47 Lakh payable to ICICI Bank Limited
pursuant to on-going case at Hon'ble Supreme Court
which are mentioned below.

DBS Bank: DBS Bank had filed an application before
the Hon'ble National Company Law Tribunal, (“NCLT”)
Mumbai Bench, seeking a prayer to set-aside the
decision of Committee of Creditors of the Company
to the extent of the distribution of proceeds of the
Resolution Plan and to restrain the Resolution Applicant
from distributing the proceeds of the Resolution Plan.
The Hon'ble NCLT ordered against DBS Bank by
dismissing the application. Hon'ble NCLT order was
challenged before the Hon'ble National Company
Law Appellate Tribunal (“NCLAT”) and Hon'ble NCLAT
dismissed the appeal. Hon'ble NCLAT order has now
been challenged before Supreme Court by DBS Bank.
Since, there was no stay or order against the distribution
of proceeds of Resolution Plan, the proceeds have
been distributed in terms of Escrow Agreement and the
Resolution Plan has been successfully implemented.
There is no further liability of the Company or the
Resolution Applicant towards DBS Bank. The Company
had filed an application before the Hon'ble Supreme
Court seeking substitution of Resolution Professional of
the Company with Ruchi Soya Industries Limited since
the corporate insolvency resolution process has been
completed. The said application has been allowed by
the Hon'ble Supreme Court and RSIL (Now known as
Patanjali Foods Limited) is now the Party.

ICICI Bank: The erstwhile Resolution Professional,
Mr. Shailendra Ajmera, had filed an application before
Hon'ble National Company Law Tribunal, (“NCLT”)
Mumbai Bench, seeking a prayer to reverse the
preferential transactions undertaken by ICICI Bank

Limited. Hon'ble NCLT vide its order dated March 12,
2019 directed ICICI Bank Limited to reverse the said
transactions and deposit in the bank account of the
Company, the amount withdrawn in such preferential
transactions. ICICI Bank Limited had subsequently
challenged the order of Hon'ble NCLT before Hon'ble
National Company Law Appellate Tribunal (“NCLAT”).
Hon'ble NCLAT passed the order in favour of ICICI Bank
Limited by setting aside the order of Hon'ble NCLT-
Mumbai Bench. Hon'ble NCLAT order has now been
challenged by the erstwhile Resolution Professional
before Hon'ble Supreme Court in Civil Appeal
8911/2019. The Company had filed an application
before the Hon'ble Supreme Court seeking substitution
of Resolution Professional of the Company with Ruchi
Soya Industries Limited since the corporate insolvency
resolution process has been completed. The said
application has been allowed by the Hon'ble Supreme
Court and RSIL (Now known as Patanjali Foods Limited)
is now the Appellant. The Civil Appeal was withdrawn
on October 16, 2024 as RSIL (Now known as Patanjali
Foods Limited) submitted for withdrawing the Appeal
with liberty to file proceedings before appropriate forum.

Liability against CIRP Payables is amount payable to
financial and operational creditors is kept in separate
escrow accounts. As per escrow agreement any amount
unpaid in this Account is deemed to be utilised and the
Company has no right, title and claim on the same.

(iii) Pursuant to the Resolution Plan, liabilities related to
foreign financial and operational creditors are partially/
fully extinguished. In respect of write back pertaining
to foreign creditors, advances and loans process of
obtaining approval from Reserve Bank of India (RBI) are
still in process.

(iv) Other financial liabilities includes (a) Agency & other
deposits H 5.65 Lakh [Previous year H 5.50 Lakh] (b)
Retention money payable H NIL [Previous year H 0.30
Lakh] (c) Others H 0.05 Lakh [Previous year H NIL] due to
Related parties. [Refer Note 35]

A. Defined Contribution Plans:

The Company has certain defined contribution plans.
Contributions are made to provident fund in India for
employees at the specified rate as per regulations. The
contributions are made to registered provident fund
administered by the Government of India. The obligation
of the Company is limited to the amount contributed
and it Company has no further contractual, or any
constructive obligation. The Company has recognised
H 2,162.75 Lakh [Previous Year H 1,759.73 Lakh] towards
contribution to Provident Fund and H 71.49 Lakh
[Previous Year H 70.63 Lakh] towards Employee State
Insurance in Statement of Profit and Loss.

B. Defined Benefit Plan:

a) Gratuity

Employees who are in continuous service for a period
of 5 years are eligible for gratuity. The amount of
gratuity payable on retirement/termination/resignation
is the employees last drawn basic salary per month
computed proportionately for 15 days salary multiplied
for the number completed years of service. The gratuity
plan is a funded plan and Company makes annual
contributions to the Group Gratuity cum Life Assurance

Schemes administered by the LIC of India, a funded
defined benefit plan for qualifying employees.

The most recent actuarial valuation of plan assets and
the present value of the defined benefit obligation for
gratuity were carried out as at March 31, 2025. The
present value of the defined benefit obligations and the
related current service cost and past service cost, were
measured using the Projected Unit Credit Method.

b) Leave Obligations

The leave obligations cover the Company's liability for
earned leave. Based on past experience, the Company
does not expect all employees to take the full amount
of accrued leave or require payment within the next
12 months. Hence the amount of the provision is
presented as current and Non-Current based on the
actuarial valuation report. However, the Company does
not have an unconditional right to defer settlement for
any of these obligations.

Based on the actuarial valuation obtained in this respect,
the following table sets out the status of the gratuity
plan and the amounts recognised in the Company's
financial statements as at balance sheet date:

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is
determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan
asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of
investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in
lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan
does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance company and
a default will wipe out all the assets. Although probability of this is very low as insurance companies have to follow
stringent regulatory guidelines which mitigate risk.

The discount rate is based on the prevailing market yields
of Government Securities (G. Sec.) as at the Balance
Sheet date for the estimated term of the obligations.

Estimates of future salary increases have been done
on the basis of current salary suitably projected for
future, beginning one year after the valuation date, the
period is validated based on the available information
as to the salary revision date other than the date one
year after the valuation date, taking into consideration
the general trend in inflation, seniority, promotion and
other relevant factors, such as supply and demand in
the employment market.

Gratuity is a defined benefit plan and entity is exposed
to the Following Risks:

Interest rate risk: A fall in the discount rate which is
linked to the G.Sec. Rate will increase the present value
of the liability requiring higher provision. A fall in the
discount rate generally increases the mark to market
value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit
plan liability is calculated by reference to the future
salaries of members. As such, an increase in the salary
of the members more than assumed level will increase
the plan's liability.

C As per approved resolution plan, the contingent liabilities and commitments, claims and obligations, stand extinguished
and accordingly no outflow of economic benefits is expected in respect thereof. The Resolution plan, among other
matters provide that upon the approval of this Resolution Plan by the National Company Law Tribunal (NCLT) and
settlement and receipt of the payment towards the IRP Costs and by the creditors in terms of this plan, all the liabilities
demands, damages, penalties, loss, claims of any nature whatsoever (whether admitted/verified/submitted/rejected
or not, due or contingent, asserted or unasserted, crystallised or uncrystallised, known or unknown, disputed or
undisputed, present or future) including any liabilities, losses, penalties or damages arising out of non-compliances,
to which the Company is or may be subject to and which pertains to the period on or before the Effective Date (i.e.
September 6, 2019) and are remaining as on that date shall stand extinguished, abated and settled in perpetuity without
any further act or deed. The Resolution plan further provides that implementation of resolution plan will not affect the
rights of the Company to recover any amount due to the Company and there shall be no set off of any such amount
recoverable by the Company against any liability discharged or extinguished.

Note - 31 Share Based Payment Reserve

The Share Based Payment Reserve is used to recognise Fair Value of the option issued to employees at the grant date under
the ‘PFL Employee Stock Option Plan 2023' (“ESOP 2023”/”Plan”).

Description of share based payment arrangements

Employee stock option - equity settled Share-based payment arrangements:

The Company vide special resolution passed by the Shareholders at their meeting held on February 2, 2024 approved grant
of up to 1,08,59,845 options to eligible directors and employees of the Company.

In terms of the said approval, the eligible directors and employees are entitled against each option to subscribe for one
equity share of face value of H 2/- each at a discount up to 20% (Twenty Percentage) from the market price of the Shares as
on the date of grant.

The holders of the Employee Stock Options are entitled to exercise the option within a period of three years from the date of
first vesting, failing which they stand cancelled. In the case of termination of employment by the Company, all options, vested
or not, stand cancelled immediately. In case of voluntary resignation, all un-vested options stand cancelled. There are no
other vesting conditions, apart from service condition.

Share price: The closing price on NSE as on one day prior to the date of grant has been considered for valuing the
options granted.

Exercise Price: Excercise Price is the price as determined by the Nomination and Remuneration Committee.

Expected Volatility: The historical volatility of the stock till the date of grant has been considered to calculate the fair
value of the options.

Time to Maturity: Time to Maturity/Expected Life of options is the period for which the Company expects the options to
be live.

Risk-free rate of return: The risk-free interest rate being considered for the calculation is the interest rate applicable for
a maturity equal to the expected life of the options based on the zero-coupon yield curve for Government Securities.

Expected dividend yield: Expected dividend yield has been calculated as dividend paid divided by market price as on
the date of grant.

The expected price volatility is determined using annualized standard deviation (a measure of volatility used in Black-
Schole options pricing model) and the historic volatility based on remaining life of the options.

Note - 32

Ruchi J-Oil Private Limited (“Ruchi J-Oil”) is under liquidation, financial statements after March 31, 2019 are not available of
“Ruchi J-Oil” and management of the Company expects to recover the carrying amount of investment.

Note - 33 Segment Reporting
A. General Information

(a) Factors used to identify the entity’s reportable segments, including the basis of organisation

Based on the criterion as mentioned in Ind-As-108-””Operating Segment””, the Company has identified its reportable
segments, as follows:

• Segment-1 Edible Oils

• Segment-2 Food & Other FMCG

• Segment-3 Home & Personal Care • Segment-4 Wind Turbine Power Generation

Unallocable - All the segments other than segments identified above are collectively included in this segment.

With effect from November 1, 2024, based on acquisition of non-food business, increased focus and business review
carried out by the Managing Director (Chief Operating Decision Maker - CODM) of the Company, the Company has
reported one more segment i.e. Home & Personal Care. Also the Company has renamed Food & FMCG segment from
“Food & FMCG” to “Food & Other FMCG. Now the Company has identified the four reportable segments, i.e. Edible oils,
Food and Other FMCG, Home & Personal Care, Wind Turbine Power Generation.

The Chief Operating Decision Maker (“CODM”) evaluates the Company's performance and allocates resources based
on an analysis of various performance indicators by operating segments. The CODM reviews revenue and gross profit
as the performance indicator for all of the operating segments.

The assets and liabilities that can not be allocated between segments are shown as unallocable assets and
liabilities, respectively.

wherein a demand of H 1,476.88 lakh were raised on
the Company. Accordingly, reassessment orders
raising demand for assessment year 2015-16 & 2016¬
17 & penalty order for assessment year 2013-14 were
challenged by the Company before the Hon'ble NCLT.

Income tax assessments for Assessment Years
2017-18, 2018-19 and 2019-20 were completed and
demands aggregating to H 2,82,706.93 lakh had been
raised on the Company. Accordingly, these demands
were challenged by the Company before Hon'ble
NCLT and same has been quashed by Hon'ble NCLT
vide order dated April 11, 2022. Post receiving the

Note - 37

In earlier years:¬
- The Hon'ble National Company Law Tribunal,
Mumbai (“NCLT”) vide order June 27, 2022 quashed
reassessment proceedings initiated vide notices
u/s 148 for assessment years 2013-14, 2015-16 and
2016-17. Thereafter, inspite of Hon'ble NCLT order,
the Income Tax Officer, completed the reassessment
proceedings and demands aggregating to H 9,289.22
lakh were raised on the Company. For assessment year
2013-14 penalty were also levied u/s 271(1)(c) of the
IT Act consequent to the reassessment order passed

Hon'ble NCLT order the Company has also applied
for order giving effect to Hon'ble NCLT order before
the Income Tax Officer. Further, in respect of demand
of H 2,77,173.66 lakh pertaining to assessment year
2018-19 the Company as a prudent measure have also
applied for rectification of errors apparent from records.
It was understood that the Income Tax Department has
preferred an appeal against the said orders of Hon'ble
NCLT with High Court of Bombay.

With respect to application filed before Hon'ble NCLT
regarding reassessment/assessment proceedings initiated
for assessment years 2013-14, 2015-16, 2016-17 and 2019¬
20 it is stated that the said application was heard, and the
order was passed on April 11, 2022. The Hon'ble Bench of
NCLT in the said order after duly considering the submissions
of the company and placing reliance on the order of Hon'ble
Supreme Court of India in the matter of Ghanshyam Mishra
& Ors. -vs.- Edelweiss Asset Reconstruction Company has
allowed the application of the company and held that there is
no substance in notices issued by the department.

Further, the Income Tax Department challenged the order
dated January 11, 2024 passed by Hon'ble NCLT before
Hon'ble Jurisdictional High Court by way of writ petition no.
13323 of 2023. The writ petition was heard, and Hon'ble
jurisdictional High Court vide its order dated April 17, 2024
pleased to dispose-off the writ petition in the favour of
the company.

Furthermore, the Income Tax Department filled the special
leave petition against the order dated April 17, 2024 passed
by the Hon'ble High Court by way of SLP(Civil) Diary no.
54337/2024. The SLP was heard, and Hon'ble Apex Court
vide its order dated January 15, 2025, also dismissed the
appeal in favour of the company. Accordingly, the demand
related to assessment years 2013-14, 2015-16, 2016-17 and
2019-20 is disposed off.

With respect to the remaining assessment years i.e.
AY 2017-18 and 2018-19, the Hon'ble NCLT vide numerous
orders restrained the department from issuing any notices/
orders under any section of the income tax act which relate
to a period prior to the date of approval of the resolution plan.

Subsequently, on the basis on various courts and Hon'ble
NCLT orders, the Company filed the petition before the
department to give effect of the said order to the income
tax departmental record. The income tax department after
duly considering the order effect petition, deleted the
demand arising out of the impugned notices/orders from the
it's record.

However, despite the fact that Hon'ble NCLT order has been
held in favour of the Company, the department completed
the re-assessment proceeding for A.Y. 2018-19 and raised a
demand amounting to H 20,986 Lakh on the Company vide

order dated March 30, 2024. The Company has challenged
this order before the Hon'ble NCLT.

The aforesaid application was heard by Hon'ble NCLT (IA
No. 4145 of 2024), and the order was passed on October
14, 2024 after considering submission of the company and
placing reliance on the judgement in the case of Ghanshyam
Mishra & Ors. -vs.- Edelweiss Asset Reconstruction Company
has allowed the application of the company on the contention
that the same is related to a period prior to the date of
approval of the resolution plan i.e. December 9, 2019 and
held that notice passed u/s 148 of the Income Tax Act,1961
holds no substance and issued direction to extinguish the
demand raised.

The above demand pertain to the period prior to the
effective date (i.e. September 6, 2019) of the Resolution Plan
as approved by the Hon'ble National Company Law Tribunal,
Mumbai (“NCLT”). As per the orders dated September 4,
2019 of the Hon'ble NCLT, Mumbai, “ .... However, it is to be
made clear that while approving the resolution plan, we have
dealt with every aspect of the resolution plan in details and
all the claims which have been admitted during CIRP are
being dealt with by us in terms of the resolution plan. Anyone
who has not filed its claim then he will not have any right to
agitate the same after the approval of the resolution plan.”
In respect of above demand, no claims were submitted by
the Income Tax Department during the corporate insolvency
resolution process.

In view of above, the Company does not expect any liability
on account of above demand.

Note - 38

The shareholders of the Company approved a preferential
issue of 1,86,70,213 Equity Shares at a price of H 7 per share
to Ashav Advisory LLP (“AAL”) in February 2020, subject to
receipt of necessary approvals (including stock exchanges
and the lenders of Company). The Company did not received
final approvals in this regard from the Stock Exchanges,
Lenders and Securities Exchange Board of India (“SEBI”).
Aggrieved by this, AAL filed an appeal before the Hon'ble
Securities Appellate Tribunal at Mumbai (“SAT”) which has
been dismissed by the SAT. AAL challenged the SAT order
in Hon'ble Supreme Court of India. The matter was listed
before Hon'ble Supreme Court and they have instructed not
to proceed with the appeal on account of pending arbitration
proceedings. Accordingly, the appeal has been dismissed
as withdrawn.

Further, a separate arbitration proceeding between Ashav
Advisory LLP (“AAL”) and Patanjali Ayurved Limited (“PAL”) &
others [Patanjali Parivahan Private Limited, Divya Yog Mandir
Trust, Patanjali Gramudyog Nyas and Ruchi Soya Industries
Limited (“RSIL”) (Now known as Patanjali Foods Limited)], in
which claimant (“AAL”) is praying for award transferring 11%

B. Fair Valuation Techniques used to determine
Fair Value

The Company maintains procedures to value financial
assets or financial liabilities using the best and most
relevant data available. The fair values of the financial
assets and liabilities are included at the amount that
would be received to sell an asset or paid to transfer
a liability in an orderly transaction between market
participants at the measurement date.

The following methods and assumptions were used to
estimate the fair values:

(i) Fair value of trade receivable, cash and cash
equivalents, other bank balances, current
borrowings, trade payables, other current financial
assets and other current financial liabilities are
approximate at their carrying amounts largely due
to the short-term maturities of these instruments.

(ii) The fair values of non-current borrowings are
approximate at their carrying amount due to
interest bearing features of these instruments.

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

(iv) Fair values of quoted financial instruments are
derived from quoted market prices in active
markets and fair value of mutual funds are derived
at net assets value (NAV) which is published by
mutual fund operators.

(v) Fair value of forward contract are derived on
the basis of mark-to-market as provided by the
respective bank.

(vi) Fair value of open purchase and sale contracts
is based on commodity prices listed on NCDEX
stock exchange and prices available on Solvent
Extractor's association (SEA) along with quotations
from brokers and adjustments made for grade and
location of commodity and in case of Commodity

futures it is based on commodity prices listed on
MCX/NCDEX/ACE stock exchange.

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/published NAV (unadjusted)
in active markets for identical assets or liabilities. It
includes fair value of financial instruments traded in
active markets and are based on quoted market prices
at the balance sheet date and financial instruments
like mutual funds for which net assets value (NAV)
is published by mutual fund operators at the balance
sheet date.

Level 2: Inputs, other than quoted prices included
within level 1, that are observable for the asset or
liability, either directly (that is, as prices) or indirectly
(that is, derived from prices). It includes fair value of the
financial instruments that are not traded in an active
market is determined by using valuation techniques.
These valuation techniques maximise the use of
observable market data where it is available and rely as
little as possible on the Company specific estimates. If
all significant inputs required to fair value an instrument
are observable then instrument is included in level 2.

Level 3: Inputs for the asset or liability that are not
based on observable market data (that is, unobservable
inputs). If one or more of the significant inputs is not
based on observable market data, the instrument is
included in level 3.

Risk management framework

The Company's activities expose it to a variety of financial
risks, including market risk, credit risk and liquidity risk. The
Company's primary risk management focus is to minimize
potential adverse effects of risks on its financial performance.
The Company's risk management assessment policies and
processes are established to identify and analyse the risks
faced by the Company, to set appropriate risk limits and
controls, and to monitor such risks and compliance with the
same. Risk assessment and management of these policies
and processes are reviewed regularly to reflect changes in
market conditions and the Company's activities. The Risk
Management Committee, Audit Committee and the Board
of Directors are responsible for overseeing these policies
and processes.

(i) Market risk

Market risk is the risk of changes in the market prices
on account of foreign exchange rates, interest rates and
Commodity prices, which shall affect the Company's
income or the value of its holdings of its financial
instruments . The objective of market risk management
is to manage and control market risk exposure within
acceptable parameters, while optimising the returns.

(a) Currency risk

The fluctuation in foreign currency exchange rates
may have potential impact on the Statement of Profit
and Loss, where any transaction has more than one
currency or where assets/liabilities are denominated
in a currency other than the functional currency of
the entity.

Considering the countries and economic environment in
which the Company operates, its operations are subject
to risks arising from fluctuations in exchange rates in
those countries. The risks primarily relate to fluctuations
in U.S. dollar, Canadian dollar and Australian dollar,
against the respective functional currencies (INR) of
the Company.

The Company, as per its risk management policy, uses
foreign exchange and other derivative instruments
primarily to hedge foreign exchange. The Company
does not use derivative financial instruments for trading
or speculative purposes.

(b) Interest rate risk

Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company's
exposure to market risk for changes in interest rates
relates to borrowings from banks and others.

For details of the Company's short-term borrowings,
Refer Note 16(a) of these financial statements.

Interest rate sensitivity

The Company's Investments into Preference Shares
of GHI Energy Private Limited @ 6% are carried at fair
value. Interest rate gets fixed in respect of short-term
borrowing at the time of availment, hence there is no
interest rate risk associated with such borrowing. They
are therefore not subject to interest rate risk as defined

in Ind AS 107, since neither the carrying amount nor the
future cash flow will fluctuate because of a change in
market interest rates.

(c) Commodity risk

The prices of agricultural commodities are subject to
wide fluctuations due to unpredictable factors such
as demand and supply, import and exports, weather,
government policies, changes in global demand
resulting from population growth and changes in
standards of living and global production of similar and
competitive crops. During its ordinary course ofbusiness,
the value of the Company's open sales and purchases
commitments and inventory of raw material changes
continuously in line with movements in the prices of
the underlying commodities. To the extent that its open
sales and purchases commitments do not match at the

end of each business day, the Company is subjected to
price fluctuations in the commodities market.

While the company is exposed to fluctuations in
agricultural commodities prices, its policy is to
minimize its risks arising from such fluctuations by
hedging its purchases either through direct sale of
similar commodity or through futures contracts on the
commodity exchanges.

In the course of hedging its purchases either through
direct sale or through futures contracts, the company
may also be exposed to the inherent risk associated
with trading activities conducted by its personnel.
Commodities price risk is the financial risk which effects
company performance and company strategically
manages it, by judicious usage of short-term and long¬
term price contracts, hedging through derivatives
product on various commodity exchanges. The
company has in place a robust, well-designed risk
management policy and governance framework to
effectively safeguard its interest from price volatility
and minimize risk exposure.

To hedge commodity related risk, the open outstanding
position of forward/future as on March 31, 2025 is Soya
Degum Oil 4,980.528 MT.

To hedge commodity related risk, the open outstanding
position of forward/future as on March 31, 2024 is
Crude Palm Oil 98,250.00 MT and Soya Degum Oil
2,286.144 MT.

(d) Equity risk

Equity Price Risk is related to the change in market
reference price of the investments in equity securities.
The fair value of some of the Company's investments
in Fair value through Other Comprehensive Income
securities exposes the Company to equity price risks.
In general, these securities are not held for trading

purposes. These investments are subject to changes in
the market price of securities. The fair value of equity
securities as of March 31, 2025, was H 1,991.14 Lakh
[Previous Year H 2,870.61 Lakh] . A Sensex standard
deviation of 4% [Previous Year 6%] would result in
change in equity prices of securities held as of March
31, 2025 by H 79.65 Lakh.[Previous Year H 172.24 Lakh]

(ii) 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 customer. The
Company establishes an allowance for doubtful debts,
impairment and expected credit loss that represents its
estimate on expected credit loss model.

A. Trade receivables

The Company's exposure to credit risk is influenced
mainly by the individual characteristics of each
customer. The demographics of the customer, including
the default risk of the industry has an influence on credit
risk assessment. 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.

Expected credit loss assessment for customers as at
March 31, 2025 and March 31, 2024

Exposures to customers outstanding at the end of
each reporting year are reviewed by the Company to
determine expected credit losses. Impaired amounts
are based on lifetime expected losses based on the
best estimate of the management. The impairment loss
related to several customers that have defaulted on
their payments to the Company and are not expected
to be able to pay their outstanding balances.

B. Cash and cash equivalents

The Company holds cash and cash equivalents with credit worthy banks of H 8,821.84 Lakh as at March 31, 2025
[Previous Year H 53,743.00 Lakh].The credit worthiness of such banks is evaluated by the management on an on-going
basis and is considered to be good.

C. Derivatives

The derivatives are entered into with credit worthy on counterparties. The credit worthiness of such counterparties is
evaluated by the management on an on-going basis and is considered to be good.

D. Investments

The Company limits its exposure to credit risk by generally investing in liquid securities and only with counter-parties
that have a good credit rating. The Company does not expect any losses from non-performance by these counter¬
parties apart from those already given in financials, and does not have any significant concentration of exposures to
specific industry sectors or specific country risks.

(iii) Liquidity risk

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. The
Company has been taking measures to ensure that the Company's cash flow from business borrowing is sufficient to
meet the cash requirements for the Company's operations. The Company managing its liquidity needs by monitoring
forecasted cash inflows and outflows in day to day business. Liquidity needs are monitored on various time bands, on
a day to day and week to week basis, as well as on the basis of a rolling 30 day projections. Net cash requirements are
compared to available working capital facilities in order to determine headroom or any short falls. Presently company's
objective is to maintain sufficient cash to meet its operational liquidity requirements.

B. Dividends

The Board of Directors in their meeting held on March 13, 2024 declared an interim dividend of H 6/- per equity share of
H 2/- each for the financial year ended March 31, 2024. The record date for payment was March 21, 2024 and the same
was paid on March 30, 2024. This was final dividend and approved by the members of the Company at ensuing Annual
General Meeting.

The Board of Directors in their meeting held on October 24, 2024 declared an interim dividend of H 8/- per equity share
of H 2/- each. The record date for payment was November 4, 2024 and the same was paid on November 12, 2024. The
Board of Directors has recommended final dividend of H 2/- per equity share of H 2/- each for the financial year ended
March 31, 2025 in the meeting held on May 15, 2025. This payment of dividend is subject to approval of members of the
Company at ensuing Annual General Meeting of the Company.

C. Debt Covenants

In order to achieve the overall objective of capital management amongst other things, aims to ensure that it meets
critical covenants attached to interest bearing loans, there have been breaches in the critical covenants in current year.

- The Company needs to obtain external rating from an external credit rating agency, update the same at regular
intervals and submit the same to the bank failing which penal interest is levied.

Note - 45

The Serious Fraud Investigation Office (SFIO) , New Delhi had started investigation into the affairs of the Company in the year
2018 and it is still ongoing. Certain information have been sought from the company. Enforcement Directorate (ED) has sought
certain information about the Company and its certain transactions with erstwhile foreign subsidiary and one overseas party
for the period prior to the effective date (i.e. September 6, 2019) of the Resolution Plan as approved by Hon'ble National
Company Law Tribunal (“NCLT”), Mumbai. ED has also sought certain information in connection with outstanding Export Data
Processing and Monitoring System (EDPMS) and Import Data Processing and Monitoring System (IDPMS) related mostly to
Pre CIRP period. The Company is fully co-operating with both the authorities.

Since the above matters relates the period prior to the effective date (i.e. September 6, 2019) of Resolution Plan, the
management is of the view that in terms of provisions of Section 32 A and 31 of the Insolvency and Bankruptcy Code, 2016,
Company shall not have any financial implication on it.

Note - 46

Accounting and disclosures on Business Combinations as per Ind AS 103:- The Board of Directors of the Company at its
meeting held on July 1, 2024, the Company has entered into a Business Transfer Agreement (“BTA”) with Patanjali Ayurved
Limited (“PAL”) to acquire the non-food business undertaking i.e. Home and Personal Care business carried out by PAL,
including movable assets, immovable properties, contracts, licenses, books and records, employees and assumed liabilities
(as defined in the BTA as “Business Undertaking”) including manufacturing plants. The Company has a strong presence in
the soya foods and edible oils segment. The Company has a strong presence in the Food & FMCG and Edible Oils segment.
This acquisition will create a unique opportunity for the Company to participate and create value in the Home and Personal
Care products category in India.

Pursuant to Business Transfer Agreement (“BTA”), as amended, with effect from November 1, 2024 (“Acquisition Date”), the
Company has acquired above said business as a going concern on a slump sale basis, for cash consideration of H 1,10,000
Lakh. Accordingly, on acquisition date, all the assets including intangible assets identified amounting to H 1,14,021.42 Lakh
and assumed liabilities acquired amounting to H 210.26 Lakh are accounted at fair value in accordance with IND AS 103
on Business Combinations, differential amount of H 3,249.26 Lakh after considering effects of deferred tax liabilities are
credited to Capital Reserve. In this regard, in-principal approval/No Objection Certificate, from one of the lenders of the PAL
i.e. State Bank of India, in respect of said transfer are yet to be received. The expenses incurred in connection with Business
acquisition amounting to H 2,982.04 Lakh are charged to the statement of profit and loss account. The Following is the
summary of total assets and total liabilities acquired by the Company at the date of acquisition:-

Note - 47

Details of Loan given, Investment made and Guarantee given covered u/s 186 (4) of the Companies Act, 2013.

(a) No Loan has been given by the Compnay to body corporate as at March 31, 2025 and March 31, 2024.

(b) Investment made by the Company as at March 31, 2025 and March 31, 2024 [Refer Note 5(a) and 8(a)]

(c) No Guarantee has been given by the Company as at March 31, 2025 and March 31, 2024.

Note - 48 Relationship with Struck off Companies

There is no balance outstanding as on March 31,2025 on account of any transaction with companies struck off under section
248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

Note - 49 Other Statutory Information

(a) No proceeding has been initiated or pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and rules made thereunder.

(b The Company does not have any such transaction which is not recorded in the books of accounts that has been
surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.

(c) No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources
or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”)
with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party
identified by or on behalf of the Company (Ultimate Beneficiaries). The Company has not received any fund from any
party(s) (Funding Party) with the understanding that the Company shall whether, directly or indirectly lend or invest in
other persons or entities identified by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate Beneficiaries.

(d) The Company have not traded or invested in Crypto Currency or Virtual Currency during the financial year.

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

(f) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with
Companies (Restriction on number of Layers) Rules, 2017.

Note - 50

The management and authorities have the power to amend the Financial Statements in accordance with section 130 and
131 of the Companies Act, 2013

- The financial statements of the Company for the year ended March 31, 2025 were approved and adopted by Board of
Directors in their meeting held on May 15, 2025.

Note - 51

The figures for the previous year have been re-grouped/re-arranged, wherever necessary, to correspond with the current
year classification/disclosures. The same are strictly not comparable due to acquisition of Non-Food Business as mentioned
in note 46.

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

For Chaturvedi & Shah LLP

Chartered Accountants

Registration No. 101720W/W100355

Vijay Napawaliya Acharya Balkrishna Ram Bharat Sanjeev Kumar Asthana

Partner Chairman Managing Director Chief Executive Officer

Membership No. 109859 DIN No. 01778007 DIN No. 01651754

Kumar Rajesh Ramji Lal Gupta

Date: May 15, 2025 Chief Financial Officer Company Secretary


 
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