(k) Provisions, contingent liabilities and contingent
assets
i. General
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. When the Company
expects some or all of a provision to be
reimbursed, the expense relating to a provision is
presented in the statement of profit and loss net
of any reimbursement.
If the effect of the time value of money is material,
provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used,
the increase in the provision due to the passage
of time is recognised as a finance cost.
ii. Contingent liabilities
Contingent liabilities are disclosed for (i) possible
obligations which will be confirmed only by future
events not wholly within the control of the
Company or (ii) present obligations arising from
past events where it is not probable that an
outflow of resources will be required to settle the
obligation or a reliable estimate of the amount of
the obligation cannot be made. Contingent
assets are not recognised in the financial
statements, but are disclosed where an inflow of
economic benefits is probable.
iii. Onerous Contracts
Provision for onerous contracts i.e. contracts
where the expected unavoidable cost of meeting
the obligations under the contract exceed the
economic benefits expected to be received
under it, are recognised when it is probable that
an outflow of resources embodying economic
benefits will be recognised to settle a present
obligation as a result of an obligating event based
on the reliable estimate of such an obligation.
(l) Employee benefits
i. Short-term employee benefits
All employee benefits falling due wholly within
twelve months of rendering the services are
classified as short-term employee benefits, which
include benefits like salaries, wages, short-term
compensated absences and performance
incentives and are recognised as expenses in the
period in which the employee renders the related
service.
ii. Post-employment benefits
Defined contribution plans
A defined contribution plan is a post-employment
benefit plan under which an entity pays fixed
contributions into a separate entity and will have
no legal or constructive obligation to pay further
amounts. Obligations for contributions to defined
contribution plans are recognised as an employee
benefit expense in the statement of profit and loss
in the periods during which the related services
are rendered by employees.
Defined benefit plans
A defined benefit plan is a post-employment
benefit plan other than a defined contribution
plan. The Company's net obligation in respect of
defined benefit plans is calculated separately for
each plan by estimating the amount of future
benefit that employees have earned in the
current and prior periods, discounting that amount
and deducting the fair value of any plan assets.
The calculation of defined benefit obligation is
performed annually by a qualified actuary using
the projected unit credit method. When the
calculation results in a potential asset for the
Company, the recognised asset is limited to the
present value of economic benefits available in
the form of any future refunds from the plan or
reductions in future contributions to the plan ('the
asset ceiling'). In order to calculate the present
value of economic benefits, consideration is given
to any minimum funding requirements.
Remeasurements of the net defined benefit
liability, which comprise actuarial gains and losses,
the return on plan assets (excluding interest) and
the effect of the asset ceiling (if any, excluding
interest), are recognised in OCI. The Company
determines the net interest expense/ (income) on
the net defined benefit liability/ (asset) for the
period by applying the discount rate used to
measure the defined benefit obligation at the
beginning of the annual period to the net defined
benefit liability/ (asset), taking into account any
changes in the net defined benefit liability/(asset)
during the period as a result of contributions and
benefit payments. Net interest expense and other
expenses related to defined benefit plans are
recognised in the statement of profit and loss.
When the benefits of a plan are changed or when
a plan is curtailed, the resulting change in benefit
that relates to past service ('past service cost' or
'past service gain') or the gain or loss on
curtailment is recognised immediately in the
statement of profit and loss. The Company
recognises gains and losses on the settlement of
a defined benefit plan when the settlement
occurs.
iii. Other long-term employee benefits
All employee benefits (other than post¬
employment benefits and termination benefits)
which do not fall due wholly within twelve months
after the end of the period in which the employees
render the related services are determined based
on actuarial valuation or discounted present value
method carried out at each balance sheet date.
The expected cost of accumulating
compensated absences is determined by
actuarial valuation performed by an independent
actuary as at 31st March every year using
projected unit credit method on the additional
amount expected to be paid / availed as a result
of the unused entitlement that has accumulated
at the balance sheet date. Expense on non-
accumulating compensated absences is
recognised in the period in which the absences
occur.
iv. Voluntary retirement scheme benefits
Voluntary retirement scheme benefits are
recognised as an expense in the year they are
incurred.
(m) Share-based payments
Employees of the Company receive remuneration
in the form of share-based payments in
consideration of the services rendered. Under the
equity settled share based payment, the fair value
on the grant date of the awards given to
employees is recognised as 'employee benefit
expenses' with a corresponding increase in equity
over the vesting period. The fair value of the
options at the grant date is calculated by an
independent valuer basis Black Scholes model.
At the end of each reporting period, apart from
the non-market vesting conditions, the expense is
reviewed and adjusted to reflect changes to the
level of options expected to vest. The Company
has availed exemption given under Ind AS 101 and
has not applied Ind AS 102 to the equity
instruments that were vested before the date of
transition to Ind AS i.e. April 1, 2016.
(n) Cash and cash equivalents
For the purpose of presentation in the cash flow
statement, cash and cash equivalents include
cash on hand, in banks, demand deposit with
bank and other short-term, highly liquid
investments with original maturities of three months
or less, that are readily convertible to known
amounts of cash and which are subject to an
insignificant risk of change in value.
(o) Earnings per share
Basic Earnings Per Share ('EPS') is computed by
dividing the net profit attributable to the equity
shareholders by the weighted average number
of equity shares outstanding during the year. The
weighted average number of equity shares
outstanding during the year is adjusted for treasury
shares. Diluted earnings per share is computed by
dividing the net profit by the weighted average
number of equity shares considered for deriving
basic earnings per share and also the weighted
average number of equity shares that could have
been issued upon conversion of all dilutive
potential equity shares. Dilutive potential equity
shares are deemed converted as of the beginning
of the year, unless issued at a later date. In
computing diluted earnings per share, only
potential equity shares that are dilutive and that
either reduces earnings per share or increases loss
per share are included.
(p) Borrowing costs
Borrowing costs consist of interest and other
ancillary costs that the Company incurs in
connection with the borrowing of funds. Other
borrowing costs are recognised using the effective
interest rate (EIR) method.
(q) Treasury Shares
The Company has created an Employee Welfare
Trust - Agro Tech ESOP Trust ('ATET') for
implementation of the schemes that are notified
or may be notified from time to time by the
Company under the plan, providing share based
payment to its employees. ATET purchases shares
of the Company out of funds borrowed from the
Company. The Company treats ATET as its
extension and shares held by ATET are treated as
treasury shares. Own equity instruments (treasury
shares) are recognised at cost and deducted from
equity. Profit on sale of treasury shares by ATET is
recognised in ATET reserve.
(r) Events after reporting date
Where events occurring after the balance sheet
date provide evidence of conditions that existed
at the end of the reporting period, the impact of
such events is adjusted within the standalone
financial statements. Otherwise, events after the
balance sheet date of material size or nature are
only disclosed.
(s) Business Combination
In accordance with Ind AS 103, Business
Combination, the Company accounts for business
combinations using the acquisition method when
the acquired set of activities and assets meets the
definition of a business and control is transferred
to the Company. In determining whether a
particular set of activities and assets is a business,
the Company assesses whether the set of assets
and activities acquired includes, at a minimum,
an input and substantive process and whether the
acquired set has the ability to produce outputs.
The consideration transferred for the business
combination is generally measured at fair value
as at the date the control is acquired (acquisition
date), as are the net identifiable assets acquired.
Any goodwill that arises is tested annually for
impairment. Any gain on a bargain purchase is
recognised in other comprehensive income
("OCI") and accumulated in equity as capital
reserve if there exists clear evidence of the
underlying reasons for classifying the business
combination as resulting in a bargain purchase;
otherwise the gain is recognised directly in equity
as capital reserve. Transaction costs are expensed
as incurred, except to the extent related to the
issue of debt or equity securities. Items of assets,
liabilities, equity, income, expenses and cash flows
of the parent with those of its subsidiaries are
combined like to like basis.
(t) Exceptional items
Exceptional items refer to items of income or
expense within the statement of profit and loss
from ordinary activities which are non-recurring
and are of such size, nature or incidence that their
separate disclosure is considered necessary to
explain the performance of the Company.
(u) Recent pronouncements
Ministry of Corporate Affairs ("MCA") notifies new
standards or amendments to the existing
standards under Companies (Indian Accounting
Standards) Rules as issued from time to time.
During the year ended 31 March 2025 months
ended, MCA has notified Ind AS - 117 Insurance
Contracts and amendments to Ind AS 116 -
Leases, relating to sale and leaseback
transactions, applicable to the Company w.e.f.
April 1,2024. The Company has reviewed the new
pronouncements and based on its evaluation has
determined that it does not have any significant
impact in its financial statements.
MCA on May 7, 2025, vide the Companies (Indian
Accounting standards) Amendment Rules, 2025
issued amendments to Ind AS 21 - The Effects of
Changes in Foreign Exchange Rates in relation to
lack of exchangeability of foreign currency which
are applicable from 1 April 2025. The Company
has reviewed the amendments and based on its
evaluation has determined that these
amendments will not have any significant impact
in its financial statement
(d) Provision for Impairment:
i. Provision for Impairment loss in relation to
property, plant and equipment relating to
products discontinued/ not launched
During the year, the Company undertook strategic
review of its business plan and decided not to have
focus on business of certain products (French Fries,
Wafer and Chocolate) due to their failure and
scalability in the market. Consequent to the above,
the Company has recognized provision for
impairment loss of ' 654.62 in respect of the related
property, plant and equipments (including buildings
of ' 227.73) (specified assets).
The recoverable amount of the specified assets is
estimated to be ' 94.06, which is its recoverable value
if sold in the market. The fair value of the specified
assets is determined basis consideration of orderly
liquidation scenario mainly using depreciated
replacement cost method and applying discount to
this depreciated replacement cost which the
Company may expect to derive on disposal of these
assets. Depreciated replacement cost and discount
applied to determine recoverable value reflects
adjustments for physical deterioration as well as
functional, economic obsolescence and interest of
buyers in the market to buy these assets.
Provision for the impairment is excess of carrying value
over its recoverable value on disposal of the specified
assets, which is included in the exceptional item in
the statement of profit and loss. Subsequent to year
end, the Company has also decided to initiate
process to dispose these specified assets (excluding
building).
ii. Impairment testing for CGUs not containing
goodwill
Following the Company's strategic review of its
business plan and the consideration of its revised
strategy, current economic conditions, and expected
capacity utilization, an assessment of asset
impairment has been conducted as required by Ind
AS 36. Based on this assessment, the Company has
recognized impairment losses for the current year, with
the necessary disclosures provided below.
a. The Company has six manufacturing plants and
the same are identified as independent CGUs as they
are capable of generating cash flows independently.
There has been no change in the identification of the
Cash generating unit compared to the previous
financial year.
The Company has not identified any indicators of
impairment at the Kashipur and Kothur plants, as they
are being utilized optimally and which has been
assessed as part of IPC business. Refer Note 7.
The recoverable amount of a CGU (or an individual
asset) is value in use arrived based on the discounting
of the future cash flows.
Value in use is based on the estimated future cash
flows, discounted at Weighted average cost of
capital. The Value in use is then compared with net
book value of CGU to test for impairment. The net
book value of CGU includes Property, plant and
equipment, right of use assets and other intangible
assets.
b. The Company has performed impairment
assessment of identified CGU and the impairment
loss/ (headroom) identified as below:
CGU 1 - Jhagadia Plant
Company manufactures Chocolate, Peanut butter,
Pasta, Sweet corn, Masala oats, Choco spreads etc.
at Jhagadia Plant.
d. The projections cover a period of five years, as the
Company believes this to be the most appropriate
time scale over which to review and consider annual
performances before applying a fixed terminal value
multiple to the final year cash flows. The growth rates
used to estimate future performance are based on
the estimates from past performance. Weighted
Average Cost of Capital % (WACC) = Risk free return
(Market risk premium x Beta for the Company)
Company specific risk premium.
The Company is subject to legal proceedings and claims, which have arisen in the ordinary course of business
including litigation before various tax authorities. The amounts included above represent the best possible
estimates arrived at on the basis of available information. The uncertainties and possible reimbursements are
dependent on the outcome of the different legal processes which have been invoked by the Company or the
claimants as the case may be and therefore cannot be predicted accurately. The Company engages reputed
professional advisors to protect its interests and has been advised that it has strong legal positions against such
dispute. The Company's Management does not reasonably expect that these legal actions, when ultimately
concluded and determined, will have a material and adverse effect on the Company's results of operations or
financial conditions. The Company has accrued appropriate provision wherever required.
The above majorly includes the following:
- Demand raised by customs authorities on account of misclassification of imported machinery under customs
tariff heading amounting to ' 11.83.
- Demand pertaining to Entry tax levied by the authorities on crude oil entered into state of Rajasthan
amounting to ' 43.30.
- Demands raised by Goods & Services Taxes (GST) Authorities for irregular availment of Input Tax Credit (ITC),
Input Service Distribution Credit (ISD), differences between GSTR 3B and GSTR 2A filed by the company and
differential GST payable on account of misclassification of HSN code amounting to ' 32.13.
- Income-tax demand comprises of demand from the Indian tax authorities upon completion of their
assessment. The tax demands are mainly on account of disallowance of the benefit on research &
development expenses, other expenses not allowed.
Note 43B : The Company paid ' 2.5 to Mediaedge Cia India Private Limited towards rebranding related services.
The relative of one of the director is holding senior position in this company. While this is not a related party
under applicable Ind AS, however, the Company has taken necessary audit committee approval on good
governance basis.
Note 44 - Corporate social responsibility
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to
spend at least 2% of its average net profit for the immediately preceding three financial years on corporate
social responsibility (CSR) activities. Accordingly, the gross amount required to be spent during the year is ' 4.45
(March 31, 2024: ' 6.72).The Company has before the year end, contributed the entire amount of its current
year obligation of ' 4.45 to the Prime Minister's National Relief Fund, which is a fund prescribed under Schedule
VII of the Act.
The Company's policy is to maintain a stable and strong capital structure with focus on total equity so as to
maintain investors, creditors and market confidence and to sustain future development and growth of its
business. In order to maintain the capital structure, the Company monitors the return on capital, as well as the
level of dividends of equity share holders. The Company aims to manage its capital efficiently so as to safeguard
its ability to continue as a going concern and to optimise returns to all its shareholders. The Company monitors
capital using a gearing ratio, which is net debt divided by adjusted equity. Company's capital includes issued
capital and all other equity reserves and debt includes long-term borrowings and short-term working capital
demand loan excluding lease liabilities.
Note 47 - Employee Benefits
a) The employee benefit schemes are as under:
i. Provident fund :
All employees of the Company receive benefits under the Provident Fund which is a defined benefit plan wherein
the Company provides the guarantee of a specified return on contribution. The contribution is made both by the
employee and the Company equal to 12% of the employees' salary. These contributions are made to the fund
administered and managed by the Company's own Trust. (Refer Note 43A). Amount of contribution charged to
statement of profit and loss ' 20.63 ( Previous year ' 20.55).
ii. Superannuation fund:
The Company has a defined contribution scheme to provide pension to its eligible employees. The Company
makes monthly contributions equal to a specified percentage of the covered employees' salary. These contributions
are administered by Company's own Trust which has subscribed to "Group Superannuation Policy" of ICICI Prudential
Life Insurance Company Limited. The Company's monthly contributions are charged to the Statement of Profit and
Loss. (Refer Note 43A). Amount of contribution charged to statement of profit and loss ' 5.15 ( Previous year ' 5.50)
iii. Compensated absences :
The accrual for unutilised leave is determined for the entire available leave balance standing to the credit of the
employees at the year end. The value of such leave balances that are eligible for carry forward, is determined by
an actuarial valuation as at the end of the year and is charged to the Statement of Profit and Loss. Amount of
contribution charged to statement of profit and loss ' 7.52 ( Previous year ' 6.26)
iv. Gratuity :
In accordance with the 'The Payment of Gratuity Act, 1972' of India, the Company provides for Gratuity, a defined
retirement benefit scheme (the Gratuity Plan), covering eligible employees. Liabilities with regard to such gratuity
plan are determined by an actuarial valuation as at the end of the year. The gratuity plan is a funded plan
administered by Company's own Trust which has subscribed to "Group Gratuity Scheme" of ICICI Prudential Life
Insurance Company Limited. Amount of contribution charged to statement of profit and loss ' 10.45 (Previous year
' 6.82)
Risk Management:
Investment risk - The probability or likelihood of occurrence of losses related to the expected return on any particular
investment.
Interest rate risk - The plan exposes the Company to the risk of fall in interest rates. A fall in interest rates will result in
an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the
liability.
Longevity risk - The present value of defined benefit plan liability is calculated by reference to the best estimate of
the mortality of plan participants both during and after employment. An increase in the life expectancy of the plan
participants will increase the plan's liability.
Salary risk - The present value of the defined benefit plan is calculated with reference to the future salaries of
participants under the plan. Increase in salary due to adverse inflationary pressures might lead to higher liabilities.
The Company's principal financial liabilities comprise borrowings, trade payables and other liabilities. The Company's
principal financial assets include loans, investments, trade and other receivables, and cash and cash equivalents
that are derived directly from its operations. The Company's activities expose it to a variety of financial risks viz.
market risk, credit risk and liquidity risk. The Company's primary focus is to foresee the unpredictability of financial
markets and seek to minimise potential adverse effects on its financial performance. The primary market risk to the
Company is foreign exchange risk. The Company uses forward contracts to mitigate foreign exchange related risk
exposures. The Company's exposure to credit risk is influenced mainly by the individual characteristic of each
customer and the concentration of risk from the top few customers. All derivative activities for risk management
purposes are carried out by specialist teams that have the appropriate skills, experience and supervision. It is the
Company's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors
review and agree policies for managing each of these risks, which are summarised below:
Fair value hierarchy
The fair value of financial instruments as referred to above have been classified into three categories depending
on the inputs used in the valuation technique. The hierarchy gives the highest priority to quoted prices in active
markets for identified assets or liabilities [Level 1 measurements] and lowest priority to unobservable inputs [Level 3
measurements]
The following levels have been used for classification:
• Level 1: Quoted prices (unadjusted) for identical instruments in active market
• Level 2: Directly or indirectly observable market inputs, other than Level 1 inputs
• Level 3: Inputs which are not based on observable market data.
If one or more of the significant inputs is not based on observable market data, the fair value is determined using
generally accepted pricing models based on a discounted cash flow analysis, with the most significant inputs
being the discount rate that reflects the credit risk of counterparty.
The fair value of trade receivables, cash and cash equivalents, Bank balances (other than cash and cash
equivalents), borrowings, trade payables and other current financial assets and liabilities is considered to be equal
to the carrying amounts of these items due to their short-term nature. With respect to non current financial assets
and lease liabilities discount rate for fair valuation is not significantly different from discount rate at lease inception.
Hence fair value approximates the carrying value. For all other amortised cost instruments, carrying value represents
the best estimate of fair value. There were no transfers between Level 1 and Level 2 during the year.
Financial risk management
The Company has exposure to the following risks arising from financial instruments:
i. Liquidity Risk
ii. Market Risk
iii. Credit Risk
Risk Management framework:
The Company's financial risk management is an integral part of how to plan and execute its business strategies.
The Company's risk management policy is set by the Risk Management Committee. The Company's activities
expose it to a variety of financial risks: credit risk, liquidity risk and market risk. The Company's primary focus is to
foresee the unpredictability of financial markets and seek to minimise potential adverse effects on its financial
performance. A summary of the risks have been given below:
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 any other financial asset. The Company's approach to
managing liquidity is to ensure, as far as possible, 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 risk of damage to
the Company's reputation.
The Company monitors the level of expected cash inflows on trade receivables and loans together with expected
cash outflows on trade payables and other financial liabilities.
The table below provides details regarding the contractual maturities of significant financial liabilities as at March
31,2025 and March 31,2024:
Market risk
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates - will affect
the Company's 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.
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. Since the Company has insignificant interest bearing borrowings, the exposure to
risk of changes in market interest rates is minimal. The Company has not used any interest rate derivatives.
Currency risk
The Company is exposed to currency risk to the extent that there is mismatch between the currencies in which
sales, purchase are denominated and the respective functional currencies of Company. The functional currency
of the Company is INR and maximum sales transactions are denominated in INR itself. Foreign currency transactions
are mainly denominated in USD.
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 and loans
given. Credit risk arises from cash held with banks, as well as credit exposure to clients, including outstanding
accounts receivables. The maximum exposure to credit risk is equal to the carrying value of the financial assets.
The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses
the credit quality of the counterparties, taking into account their financial position, past experience and other
factors.
Trade and other receivables
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. In
monitoring customer credit risk, customers are grouped according to their credit characteristics, including whether
they are wholesale, retail or institutional customers, their industry, trading history with the Company and existence
of previous financial difficulties. The default in collection as a percentage to total receivable is low.
An impairment analysis is performed at each reporting date on an individual basis. The calculation is based on
historical data of credit losses. The following table provides information about the exposure to credit risk and
expected credit loss (ECL) for trade receivables.
The Company uses an allowance matrix to measure the ECL of trade receivables from individual customers, which
comprise a very large number of small balances. Based on the industry practice and the business environment in
which the entity operates, Management considers that the trade receivables are significant increase in credit risk
if the payments are pending for more than 180 days for all customers other than Government related Customers.
In the case of Government related customers, if the payments are pending for more than 365 days.
Loss rates are based on actual credit loss experience over the past 3 years.
Security deposits
Security deposits are primarily given to electricity authorities of states across India and rental deposits. Recoverability
of these deposits is probable and no risk is expected.
Loans
Loan are interest free loans which are primarily given to employees and recovered from their monthly salary.
Cash and cash equivalents and other bank balances
The cash and cash equivalents and other bank balances are held with banks. Credit risk on cash and cash
equivalents and deposits with banks and financial institutions are generally low as the said deposits have been
made with the banks and financial institutions who have been assigned high credit rating by international and
domestic credit rating agencies.
Note 49 - During the year ended March 31,2025 and March 31,2024 no material foreseeable loss was incurred for
any long-term contract including derivative contracts.
Note 50 - The Code on Social Security, 2020 ('Code') relating to employee benefits during employment and post¬
employment benefits has been enacted. However, the date on which the Code will come into effect has not
been notified. The Management will assess the impact of the Code and will give appropriate impact in the financial
Note 51- Change in Ultimate Holding Company
Pursuant to previously submitted Public Announcement of Open Offer made on the February 29, 2024 and a copy
of Detailed Public Statement made on March 7, 2024, the change in control of Sundrop Brands Limited (formerly
Known as Agro Tech Foods Limited) ("the Company") has occurred through the indirect acquisition of the Company
by Zest Holding Investments Limited by way of acquisition of shares of CAG-Tech (Mauritius) Limited (Holding
Company/ Promoter of the Company). Post this transaction Zest Holding Investments Limited holds 100% of the
issued and paid-up share capital of CAG-Tech (Mauritius) Limited, i.e. w.e.f August 28, 2024.
Subsequently, on February 6, 2025, the Company acquired 100% equity shares of Del Monte Foods Private Limited
as detailed in Note 3 above. This resulted in reduction of shareholding by CAG-Tech (Mauritius) Limited. As per
Article of Association of the Company, CAG-Tech (Mauritius) Limited has right to appoint upto 50% of directors in
the Board of the Company and is largest shareholder of the Company. Considering this CAG-Tech (Mauritius)
Limited has continued to be disclosed as Holding Company of the Company.
Note 52 - As per the proviso to Rule 3(1) of Companies (Accounts) Rules, 2014, for the financial year commencing
on or after the 1st day of April 2023, every company which uses accounting software for maintaining its books of
account, shall use only such accounting software which has a feature of recording audit trail of each and every
transaction, creating an edit log of each change made in the books of account along with the date when such
changes were made and ensuring that the audit trail cannot be disabled.
The Company used Oracle E-Business as its primary accounting software for recording all the accounting transactions
viz., sales, purchases, production/costing, fixed assets, other expenses, cash and bank transactions, journal entries
and all other general ledger accounting transactions for the year ended March 31, 2025. Oracle E-Business has a
feature of recording audit trail (edit log) facility which log was enabled throughout the period for all relevant
transactions recorded in the software except for one table at application level. At the core database level, log
was not enabled for Oracle E-Business for the period 01 April 2024 to 10 August 2024.
In respect of accounting software used by the Company i.e. 'Oracle CRM Seibel' used for processing certain
customer related transactions (i.e. sale orders, credit notes/claims from distributors) the audit trail feature of such
software was not enabled throughout the year.
In respect of accounting software used by the Company for maintaining the books of account relating to payroll
processing records, which is operated by a third-party software service provider, has a feature of recording audit
trail (edit log) facility which log was enabled for the period from 01 April 2024 to 30 September 2024. In the absence
of an independent service auditor's report from 01 October 2024 to 31 March 2025 in relation to controls at a
service organisation, the Company is unable to comment whether audit trail feature for the said software was
enabled and operated from 01 October 2024 to 31 March 2025 for all relevant transactions recorded in the
software.
In respect of accounting software used by the Company for maintaining the books of account relating to payroll
masters, which is operated by a third-party software service provider, in the absence of an independent service
auditor's report in relation to controls at a service organisation, the Company is unable to comment whether audit
trail feature for the said software was enabled and operated during the year for all relevant transactions recorded
in the software.
Additionally, except where audit trail was not enabled in the previous year, the audit trail has been preserved by
the Company as per the statutory requirements for record retention.
Acquisition during the year ended 31 March 2025
A. Acquisition of Del Monte Foods Private Limited
During the current year, the Company had entered into Share Purchase Agreements and Share Subscription
Agreements on 11 November 2024 with the shareholders of Del Monte Foods Private Limited (DMFPL) for
acquisition of 100% equity shares of DMFPL.
Post obtaining relevant regulatory approvals, the Company acquired 100% equity shares and voting interest of
DMFPL on 06 February 2025, being acquisition date. The Company allotted its 13,327,589 equity shares to the
shareholders of DMFPL towards purchase consideration.
DMFPL is also primarily engaged in the business of manufacturing and trading of food products. The acquisition
is expected to achieve synergy by integrating acquired assets into the Company's existing business and help in
exploring untapped geographies and product categories in food business. The Company also expects to
reduce costs through economies of scale.
a) There are no proceeding initiated or pending against the Company as at 31 March 2025 and 31 March 2024,
under Prohibition of Benami Property Transactions Act, 1988 (as amended in 2016).
b) The Company is not declared a wilful defaulter by any bank or financial Institution or other lender.
c) The Company has no such transaction which is not recorded in the books of account 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 provisions of the Income Tax Act, 1961).
d) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
e) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Funding Party (Ultimate"Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
f) There are no loans or advances in the nature of loans are granted to promoters, directors, KMP's and the
related parties (as defined under the Companies Act, 2013) either severally or jointly with any other person,
that are :
a) repayable on demand; or
b) without specifying any terms or period of repayment
g) The Company has complied with number of layers of companies prescribed under clause (87) of Section 2 of
the Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
h) The Company has not entered into any transactions with the companies struck-off as per Section 248 or
Section 560 of the companies act 2013.
i) The Company has not entered into any scheme of arrangement which has an accounting impact on current
and previous financial year.
j) The Company has not traded or invested in Crypto currency or Virtual Currency during the current financial
year and previous financial year.
k) All quarterly returns or statements of current assets are filed by the Company with banks or financial institutions
and are in agreement with the books of accounts.
Note 57 - The financial statements are approved for issue by the Audit Committee and Board of Directors at their
meetings held on May 19, 2025.
As per our Report of even date attached For and on behalf of the Board of Directors of
For B S R and Co Sundrop Brands Limited
Chartered Accountants (Formerly Known as Agro Tech Foods Limited)
ICAI Firm Registration Number: 128510W
Nitish Bajaj Asheesh Kumar Sharma
Arpan Jain Group Managing Director Executive Director & CEO
Partner DIN 10835891 DIN 10602319
Membership No.125710
K K P N Srinivas Jyoti Chawla
Chief Financial Officer Company Secretary
plcice! Gurugrcim Place: Gurugram
Date: May 19, 2025 Date: May 19, 2025
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