We have audited the accompanying Ind-AS financial statements of TASTY BITE EATABLES LIMITED (the "Company”), which comprise the Balance Sheet as at March 31, 2025, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity, the Statement of Cash Flows for the year then ended and the Notes to the Ind-AS financial statements, including a summary of material accounting policies and other explanatory information (hereinafter referred to as " Ind-AS financial statements”).
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid Ind-AS financial statements give the information required by the Companies Act, 2013, (the "Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind-AS”) and with other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, the profit, total comprehensive income, changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the Ind-AS financial statements in accordance with the Standards on Auditing ("SAs”) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibilities for the Audit of the Ind-AS Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (the "ICAI”) together with the ethical requirements that are relevant to our audit of the Ind-AS financial statements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the Ind-AS financial statements of the current period. These matters were addressed in the context of our audit of the Ind-AS financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the key audit matters to be communicated in our report.
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Key audit matter description
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How the scope of our audit addressed the key audit matter
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Revenue recognition
(Refer Note 3.10 and Note 27 to financial statements) The revenue of the Company is mainly from sale of goods. Revenue from sale of goods is one of the key element to measure the performance of the Company. Revenue from the sale of goods is recognised upon the transfer of control of the goods to the customers based on various shipping terms. Since the Company uses variety of shipment terms across its operating markets, this has an impact on timing of revenue recognition.
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Our procedures included:
Accounting policies: Assessing the Company's revenue recognition policies, by comparing with the applicable Ind-AS.
Tests of controls:
Understanding and evaluating the design and implementation of controls and testing the operating effectiveness of key controls over the recognition of revenue.
Tests of details:
- Performed substantive testing by selecting samples using statistical sampling of revenue transactions recorded during the year by testing supporting documents which included customer purchase orders, invoices, proof of delivery and shipping documents (as applicable) to assess revenue is recognised after the transfer of control to customers as per terms of contracts;
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Key audit matter description
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How the scope of our audit addressed the key audit matter
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Cut-off is the key assertion insofar as revenue recognition is concerned since an inappropriate cut¬ off can result in material misstatement in financial statements.
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- Carried out analytical procedures on revenue recognised during the year to identify unusual variances;
- Tested on a test check, specific revenue transactions recorded around the financial year end date to assess whether the revenue had been recognised in the appropriate financial period;
- Tested journal entries posted to revenue accounts to identify unusual items.
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2.
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Accuracy and Valuation of Inventories including provision
(Refer Note 3.5 and Note 11 to financial statements)
The Company held H 888.51 million of inventories which are net of provision for inventories of H 66.13 million as at March 31, 2025.
Given the size of the inventory and considering the estimates and judgements involved, the valuation process and provisioning of inventories required significant audit attention as it is carried out manually. Determination of inventory provision requires management to exercise judgement and apply assumptions.
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Our procedures to test the accuracy and valuation of inventories:
Accounting policies:
Assessed the appropriateness of the relevant accounting policies of the Company and ensuring compliance with applicable accounting standards.
Tests of controls:
Understanding and evaluating the design and implementation of controls and testing of operating effectiveness of the key controls surrounding the inventory valuation process.
Performed testing of the Company's controls over the inventory count process. In testing this control, we attended and observed the inventory count process, inspected the results of inventory cycle counts and assessed whether the variances were accounted and approved by the Management.
Tests of details:
- Verified on a sample basis cost calculation as per the cost formula and comparing the same with the net realisable value;
- Testing of ageing reports used by the Management for correctness of ageing;
- Challenged reasonableness of the assumptions made by the Management relating to inventory provision and ensured compliance of provisioning policy of the Company.
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Other Matter
The financial statements of the Company for the year ended March 31, 2024 were audited by the predecessor auditors of the Company who have expressed an unmodified opinion, vide their audit report dated 17 May 2024. Accordingly, we do not express any opinion, on the figures reported in the financial statements for the above period.
Our opinion is not modified in respect of this matter.
Information Other than the Ind-AS Financial Statements and Auditor's Report Thereon
The Company's Management and Board of Directors are responsible for the other information. The other information comprises the Board's Report, Business Responsibility and
Sustainability report and Corporate Governance Report but does not include the Ind-AS financial statements and our auditor's report thereon.
Our opinion on the Ind-AS financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.
In connection with our audit of the Ind-AS financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Ind-AS financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other information,
we are required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Ind-AS Financial Statements
The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these Ind-AS financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the Ind-AS financial statements, the Board of Directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
Those Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Ind-AS Financial Statements
Our objectives are to obtain reasonable assurance about whether the Ind-AS financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Ind-AS financial statements.
As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under Section 143(3) (i) of the Act, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management.
• Conclude on the appropriateness of Management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of the users of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Ind-AS financial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the Ind-AS financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
1) As required by the Companies (Auditor's Report) Order, 2020, ("the Order”), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Companies Act, 2013, we give in the “Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the said Order, to the extent applicable.
2) As required by section143(3) of the Act, we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books, except for the matter stated in paragraph 2(h)(vi) below on reporting under Rule 11 (g) of the Companies (Audit and Auditors) Rules, 2014.
c) The Balance Sheet, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Changes in Equity and the Cash Flow Statement dealt with by this Report are in agreement with the books of account.
d) In our opinion, the aforesaid Ind-AS financial statements comply with the Accounting Standards specified under section 133 of the Act, read with relevant rules issued thereunder.
e) On the basis of the written representations received from the Directors of the Company and taken on record by the Board of Directors, none of the Directors of the Company are disqualified as on March 31, 2025, from being appointed as a Director in terms of section 164(2) of the Act.
f) The observations relating to the maintenance of accounts and other matters connected therewith are as stated in the sub-paragraph (b) of paragraph 2 above on reporting under Section 143(3)(b) and paragraph 2(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure B”.
h) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 ("the Rules”), in our opinion and to the best of our information and according to the explanations given to us:
i) The Company has disclosed the impact of pending litigations as at March 31, 2025 on its financial position in its Ind-AS financial statements - Refer Note 36 to the Ind-AS financial statements.
ii) The Company did not have any long¬ term contracts including derivative contracts for which there were any material foreseeable losses.
iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.
iv) The Management has represented that:
a) to the best of its knowledge and belief, other than as disclosed in Note 48H to the Ind-AS financial statements, 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 entity(ies) ("Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, whether,
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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) to the best of its knowledge and belief, other than as disclosed in Note 48H to the Ind-AS financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities ("Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, 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 provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
Based on such audit procedures performed by us that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11 (e) of the Rules as provided under (a) and (b) above contain any material misstatement.
v) As per information and explanation represented by the Management and based on the records of the Company, the dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with Section 123 of the Act, as applicable.
As stated in Note 19 to the Ind-AS financial statements, the Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The amount of dividend proposed is in accordance with section 123 of the Act, as applicable.
vi) Based on our examination which included test checks, except for instances mentioned below, the Company has used accounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the respective accounting softwares:
- the audit trail feature was enabled at application level for purchase requisition master module of accounting software used for property, plant and equipments and stores, spares and consumables from 6 September 2024.
- the audit trail feature was disabled at application level for accounting software used for maintaining general ledger system on 21 January 2025 and 22 January 2025.
- the audit trail feature was not enabled at the database level to log any direct data changes in the accounting softwares used for maintaining (i) general ledger, (ii) inventory and (iii) property, plant, equipments and stores, spares and consumables.
During the course of our audit, we did not come across any instance of audit trail feature being tampered with.
Pursuant to the requirements of Rule 3(1) of the Companies (Accounts) Rules, 2014, and as required under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014, the audit trail has been preserved by the Company in compliance with the applicable statutory requirements for record retention, except to the extent mentioned above and that logs were retained for the period commencing from 1 April 2024 for accounting software used for inventory.
3) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of Section 197(16) of the Act, as amended:
In our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of Section 197 of the Act.
For KALYANIWALLA & MISTRY LLP
CHARTERED ACCOUNTANTS Firm Reg. No.: 104607W / W100166
Anil A. Kulkarni
PARTNER
Place: Pune M. No.: 047576
Date: 27 May 2025 UDIN: 25047576BMKXJQ4908
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