Assessment of liability as remote, contingencies or liability/ provision

In preparing these standalone financial statements, Management has made judgement in respect of classification of impact of certain pending/ existing tax related litigations as remote, probable obligation or possible obligation based on facts and involvement of external experts. Such judgement by the management materially affects the standalone financial statements.

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. For the year ended March 31, 2024, MCA has not

notified any new standards or amendments to the existing standards applicable to the Company.

Cash flows are reported using indirect method, whereby net profits before tax is adjusted for the effects of transactions of a non-cash nature and any deferrals or accruals of past or future cash receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from regular revenue generating (operating activities), investing and financing activities of the Company are segregated.

Borrowings include:-

1. Term Loans from State Bank of India (SBI") and HDFC Bank Limited

(i) Term Loan from State Bank of India ('SBI') taken by the Company is secured by first charge by way of equitable mortgage of immovable industrial property i.e. land and building (construction thereon) and plant and machinery situated at,

- Bichhwal Industrial Area, Bikaner and, RIICO Industrial Area,

- Karni (Extension), Bikaner in the name of the Company,

- Hypothecation of plant and machinery at Village Dorakahara Bhahkajan, Mouzamadartola, Kamrup, Assam. Interest is charged at the rate of 8.85% p.a. to 9.00% p.a (March 31, 2023 7.40% to 8.85% p.a)

(ii) Term Loan from HDFC Bank Limited is taken by the Company on which interest is charged at floating rate Interest rate ranges of 8.02% p.a. to 8.20% p.a. (March 31, 2023 5.50% to 8.04% p.a.) and is secured by way of:- Exclusive charge on plant and machinery situated at RIICO Industrial Area, Karni (Extension), Bikaner .

2. Cash credit

(i) Cash credit loan including EPC from State Bank of India (""SBI"") taken by the Company has interest is charged at 7.98% p.a. to 8.70% p.a. (March 31, 2023 7.40% to 8.85% p.a.) which are repayable on demand and is secured by way of:- Hypothecation over stocks, receivables.

(ii) Cash credit loan is obtained from HDFC Bank Limited on which interest is charged at 7.87% p.a. Cash credit from HDFC Bank Limited is secured by hypothecation of stock of raw material, packing material and book debts which are repayable on demand.

3. Guarantees by Directors

All term loans and cash credit loans from SBI and HDFC Bank Limited are further guaranteed of certain directors/ promoters of the Company.

Note 34 (c): Earnings per share (Contd..)

Basic EPS amounts are calculated by dividing the profit for the period attributable to equity holders of the Company by the weighted average number of equity shares outstanding during the year.

Diluted EPS amounts are calculated by dividing the profit attributable to equity holders by the weighted average number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the dilutive potential equity shares into equity shares.

Note 35: Employee benefits obligations (a) Defined contribution plans

(i) Provident fund and other fund

The Company makes contribution towards employees' provident fund and employees' state insurance plan scheme. Under the schemes, the Company is required to contribute a specified percentage of payroll cost, as specified in the rules of the schemes, to these defined contribution schemes.

Provident fund and employees' state insurance plan scheme is a defined contribution scheme established under a state plan. The contributions to the scheme are charged to the statement of profit and loss in the year when the contributions to the funds are due.

Note 35: Employee benefits obligations (Contd..)

Description of risk exposures

Valuations are based on certain assumptions, which are dynamic in nature and vary over time. As such Company is exposed

to various risks as follow:

i) Salary increases: The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in salary of the plan participants will increase the plan's liability.

ii) Investment risk: The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to

iii) Discount rate: Reduction in discount rate in subsequent valuations can increase the plan's liability.

iv) Mortality and disability: Actual deaths and disability cases proving lower or higher than assumed in the valuation can impact the liabilities.

v) Withdrawals: Actual withdrawals proving higher or lower than assumed withdrawals and change of withdrawal rates at subsequent valuations can impact plan's liability.

Sensitivity in respect of expected return on plan assets, mortality and disability rates and withdrawal rates are immaterial.

Note 37: Contingent liabilities and commitments

(a) (i) The Company moved the judicature High Court of Jodhpur challenging the jurisdiction of Assistant Commissioner Commercial

Taxes, Anti Evasion, Bikaner and Jaipur who had issued the notice for the levy of RVAT/ CST at the rate of 12.50% on the sale of branded Namkeen as against 4% charged by the Company under sale of 'Unbranded Namkeen'. The High Court granted stay on the notice relating to financial year 2006-07, 2007-08 and 2008-09. Further, the amnesty scheme under the RVAT providing for waiver of interest and penalty has been notified wide notification no. F. 12(29) FD/Tax/2021-269 dated February 02, 2021 and Company has filled application under RVAT for waiver of remaining interest liability which has been approved by the government. Based on the management assessment, there is a possibility that the case may be decided in favor of the Company.

(a) (ii) The Company had sold goods (Namkeen) to M/s Matri Stores, Assam at concessional rate of tax against Form-C amounting

to H 296.38 lakhs during the year 2011-12. CTO had made a observation vide order dated September 11, 2012 and amended order dated October 25, 2012 that Form C was not issued by authorised officer, therefore the impugned sale was not eligible for concessional rate of tax and issued demand of H 91.33 lakhs including interest and penalty. The Company then preferred an appeal before the appellate authority, CTO, Bikaner. Appellate authority sustained the demand of tax and interest but deleted the penalty of H 47.57 lakhs. Being aggrieved and dissatisfied by the order Company again preferred an appeal before Rajasthan Tax Board, Ajmer. The Board rejected the tax and interest demand also on the basis that Form C issued was not bogus and false. Commercial tax officer, Jaipur has filed a Revision petition before High Court on September 05, 2018. During the year ended March 31,2021, the Company has received the protest amount of H 22.00 lakhs deposited against this case. Based on the management assessment, there is a possibility that the case may be decided in favor of the Company.

(b) There was an agreement for purchase of industrial plot E-578, E-579, F-580 to F-584 at Karni industrial area, Bikaner executed on the non-judicial stamp paper of H 100/- and duly notarised by a notary public. It was contended by the stamping authorities that the aforesaid document was required to be registered with sub-registrar, Bikaner. Subsequently stamping authorities issued a notice demanding of H 36.22 lakhs on January 09, 2017 on Company. The High Court of Jodhpur stayed the aforesaid order dated March 22, 2017 by holding the agreement pertaining to the purchase of industrial plots at Karni Industrial Area as a contingent agreement. The aforesaid plots were eventually vested with Hanuman Agrofood Private Limited. Based on the management assessment, there is a possibility that the case may be decided in favor of the Company.

(c) Represents the best possible estimate by the Management, basis available information, about the outcome of various claims against the Company by different parties under Consumer Protection Act and Food Safety and Standard Act. As the possible outflow of resources is dependent upon outcome of various legal processes. Based on the management assessment, there is a possibility that the case may be decided in favor of the Company.

Others:

(a) In financial year 2021-22, The Company has given a corporate guarantee amounting to H 1,900 lakhs in favor of HDFC Bank Limited "lender" on behalf of Vindhyawasini Sales Private Limited towards term loan given by lender for purchasing the tangible assets. The Company is in process of revocation of said Corporate guarantee in the near future subject to fulfilment of terms & conditions of lender.

(b) The Company has been sanctioned a Production Linked Incentive amounting to H 26,138.90 lakhs during the financial year 202122 by Ministry of Food Processing Industries (MOFPI) vide approval letter dated December 3, 2021. Under Production Linked Incentive, the Company is to make investment of H 43,873.84 lakhs in eligible capital assets upto March 31, 2023 directly and through Contract Manufacturing units and Subsidiaries and balance of H 1,297.00 lakhs to be incurred in branding and marketing expenditure. Earlier time limit for completion of committed investment was FY 2022-23 however through letter number IFCI/CASD/ MOFPI/PLISFPI/220331055 clarification made by MOFPI the selected Applicant is advised to ensure that committed investment which is mostly completed in FY 2021-22 and 2022-23 and only spill over investment, which is a part of contract/tender already firmed up before FY 2022-23 end, if any, may be undertaken in FY 2023-24.

During the financial year 2023-24, the Company has fulfilled the above condition and also met defined incremental sales thresholds for the eligible products for the financial year 2021-22, 2022-23 and 2023-24. Accordingly, the Company has recognised Production Linked Incentive of H 9,305 lakhs (net) under other operating income during the year ended March 31, 2024.

Note 38: Segment reporting

The Company primarily operates in the food product segment. The board of directors of the Company, which has been identified as being the Chief Operating Decision Maker (CODM), evaluates the Company's performance, allocate resources based on the analysis of the various performance indicators of the Company as a single unit. Therefore, there is no reportable segment for the Company as per the requirement of Ind AS 108 "Operating Segments".

Geographical locations: The geographical segments have been considered for disclosure as the secondary segment, under which the domestic segment includes sales to customers located in India and overseas segment includes sales to customer located outside India.

The following information discloses revenue from external customers based on geographical areas:-

Extension options:

Lease contain extension options exercisable by the Company before the end of the non-cancellable contract period. Where practicable, the Company seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only on mutual agreement. The Company assesses at lease commencement whether it is reasonably certain to exercise the extension options. The Company reassess whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control.

Discount rate:

The Company has applied the weighted average incremental approach to determine the incremental borrowing rate as applicable at the time of execution of the lease agreement.

Note 40: Fair values

The management of the Company assessed that carrying value of cash and cash equivalents, trade receivables, other bank balances, loans with short term maturity, other current financial assets, borrowings, trade payable, lease liabilities and other current financial liabilities approximates their fair value amounts largely due to short term maturities of these instruments. Further, in case of bank deposits with maturity of more than twelve months from reporting date, fair value and carrying values are not expected to vary significantly as there has been minimal interest rate changes since these deposits were created with banks. Majority of security deposits classified as non current financial assets are for perpetuity and shall be refundable on surrendering of electricity connection only, which is highly unlikely and hence fair value of the same cannot be determined in absence of definite period of such deposits. Comparison of the carrying value and fair value of the Company's financial instruments are as follows:-

The Company's principal financial liabilities comprise borrowings, lease liabilities, trade payables, trade deposits from customers and other payables. The main purpose of these financial liabilities is to finance the Company's operations. The Company's principal financial assets include loans, trade and other receivables, and cash and term deposits that derive directly from its operations. The Company also hold investments measured at cost, fair value through profit and loss (FVTPL) and fair value through other comprehensive income (FVTOCI).

The Company's activities expose it to market risk, liquidity risk and credit risk. The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. This note explains the sources of risk which the entity is exposed to and how the entity manages the risk and the related impact in the standalone financial statements.

(A) Market risk analysis

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans, borrowings, term deposits, and investments.

(i) Foreign currency risk

The Company has limited international transactions and is exposed to foreign exchange risk arising from its operating activities (revenue and purchases denominated in foreign currency is low). Foreign exchange risk arises from future commercial transactions and recognised assets and liabilities denominated in a currency that is not the company's functional currency. To mitigate the Company's exposure to foreign currency risk, non-H cash flows are monitored in accordance with the Company's risk management policies.

(B) Credit risk

Credit risk is the risk that a counterparty fails to discharge its obligation to the Company. The Company's exposure to credit risk is influenced mainly by cash and cash equivalents, trade receivables, loans and other financial assets measured at amortised cost. The Company continuously monitors defaults of customers and other counterparties and incorporates this information into its credit risk controls.

(i) Trade receivable

Customer credit risk is managed by the Company subject to the Company's established receivable management policy. The policy details how credit will be managed, past due balances collected, allowances and reserves recorded and bad debt written off. Credit terms are the established timeframe in which customers pay for purchased product. Outstanding customer receivables are regularly monitored by the Management.

An impairment analysis is performed at each reporting period on consolidated basis for similar category of customer. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company evaluates the concentration of risk with respect to trade receivables as low, as its customers are located in several jurisdictions and operate in largely independent markets.

(C) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due. Management monitors rolling forecasts of the Company's liquidity position and cash and cash equivalents on the basis of expected cash flows. The Company takes into account the liquidity of the market in which the entity operates.

The tables below analyse the Company's financial liabilities into relevant maturity groupings based on their contractual maturities:

Note 43: Capital management policies and procedures (a) Risk management

Our principal source of liquidity are cash and bank balances (net of borrowings from banks) and cash flow that we generate from operations. The Company's policy is to maintain a stable and strong capital structure with a 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 to equity shareholders. The Company aims to manage its capital efficiently so as to safeguard its ability to continue as a going concern and to optimize returns to all its shareholders. For the purpose of the Company's capital management, capital includes issued capital and all other equity reserves and debt includes non-current borrowings, current borrowings and certain components of other financial liabilities less Cash in hand and with banks in current account or in deposit accounts. The Company monitors capital based on the following gearing ratio:-

The Code on Social Security 2020 ('the Code') relating to employee benefits, during the employment and post employment, has received Presidential assent on September 28, 2020. The Code has been published in the Gazette of India. Further, the Ministry of Labour and Employment has released draft rules for the Code on November 13, 2020. However, the effective date from which the changes are applicable is yet to be notified and rules for quantifying the financial impact are also not yet issued. The Company will assess the impact of the Code and will give appropriate impact in the the Standalone Financial Statements in the year in which, the Code becomes effective and the related rules to determine the financial impact are published.

Note 46: Employee Stock Options Plan (ESOP)

The Shareholders of the company vide its special resolution dated October 22, 2021 in extraordinary general meeting (EGM) approved Bikaji ESOP-I 2021 & Bikaji ESOP-II 2021 ("The Plan") for granting the plan in form of equity shares of maximum 50 lakhs stock options and linked to the completion of a minimum period of continued employment to the eligible employees of the Company, which is being monitored and supervised by the nomination and remuneration committee of the Board of Directors from time to time subject to the term & conditions specified in the plan & employee stock option agreement/grant letter. The employees can purchase equity shares by exercising the options as vested at the price specified in the grant. The stock option granted vest over a period of 1 year/ 2 years/ 3 years, as the case may be, from the date of grant in proportions specified in the respective ESOP Plans & such stock options may be exercised by the employee after vesting period within 7 years from the date of Vest.

Note 44: Impairment of Solar Plant

The Company has solar energy generation plants located at Kolayat and Gajner, Rajasthan. These plants were setup in 2013 and 2014, respectively. Various solar plant owner has jointly filed a Writ Petition against Department of Energy (Rajasthan), Rajasthan Electricity Regulatory Commission, Jodhpur Vidyut Vitran Nigam Limited and Rajasthan Urja Vikas Nigam Limited, for dispute related to power purchase agreement ('"'PPA'"'). In the absence of certainty of realisability of revenue from electricity distribution company, the Company has not recognised revenue from solar plants. Further, the dispute on PPA has led the Company to assess the recoverability / carrying value of the solar plants in its books. Management, based on the assessment of projected cash generation, life of asset, progress of said court case and further contractual terms of PPA has recognised impairment of H 100.67 lakhs (March 31, 2023 H 431.99 lakhs) in the net carrying value of such asset as on March 31, 2024 and management believes that the recoverable value of such asset exceed the net carrying value as on reporting date, therefore, no further impairment is required in the books of account. During the year, the Company has received letter from Jodhpur Vidyut Vitran Nigam Limited dated January 15, 2024 no. jdvvnl/ACE(HQ)/ SE(RA&C)SEC. -OA/F.2023-24/D 264 regarding the approval of the technical feasibility for evacuation of power from proposed 1 MW solar project for captive consumption. Therefore Company has reversed the impairment provision of H 194.04 lakhs during the financial year and disclosed the same under the other income.

Note 48

The Board of Directors of the Company, at its meeting held on January 25, 2023, had considered, and approved the merger of Hamuman Agrofood Private Limited ("HAPL' or "Transferor Company") into Bikaji Foods International Limited ('"'BFIL'"' or ""Transferee Company) by way of a composite scheme of amalgamation between the Company and the Transferor Company ("the Scheme"). The Jaipur Bench of the Hon'ble National Company Law Tribunal ('"'NCLT'"'), through its order dated January 05, 2024 has approved the Scheme with the appointed date of the merger being April 01, 2022.

As per guidance on accounting for common control transactions contained in Ind AS 103 "Business Combinations" the merger has been accounted for using the pooling of interest method. However, the accounting treatment pursuant to the Scheme has not been given effect to from the date as required under Ind AS 103 - Business Combinations, which is the date of control establishment i.e. November 24, 2022. Accordingly, the figures for the respective comparative periods and year have been restated to give effect to the aforesaid merger with effect from the April 01, 2022 as per the requirement of general circular no. 09/2019 dated August 21, 2019 of the Companies Act, 2013.Accordingly, the assets and liabilities of the transferor Company has been transferred thereon resulting to recognition of the differential amount in other equity in the books of accounts of the Company.

Accounting treatment

The Company has followed the accounting treatment prescribed in the said approved scheme of merger, as follows:-

i) The entries issued, subscribed and paid up share capital of the HAPL is held by the BFIL. Accordingly, upon the coming into effect of the scheme, no. shares of BFIL shall be allotted in lieu or in exchange of the holding in the HAPL.

ii) As per the terms of the scheme the investments held by BFIL in HAPL shall get cancelled.

iii) As per the terms of scheme the transactions has been accounted for in accordance with the Appendix C to Ind AS 103 "Common Control Business Combination", which requires retrospective accounting of the merger from the date common control was established. Accordingly financial information as on April 01, 2023, being the earliest period presented in the annual standalone financial statements of the Company, and all period thereafter, were restated to give effect of the merger

Note 49: Additional notes as per revised schedule III of the Companies Act, 2013, such disclosure requirements were mandated wide notification no. G.S.R. 207(E) from Ministry of Corporate Affairs dated March 24, 2021 which are applicable for the period beginning on or after April 01,2021:

a) The Company has not traded or invested in Crypto currency or Virtual Currency for the year ended March 31, 2024.

b) The Company does not have any undisclosed income 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 relevant provisions of the Income Tax Act, 1961).

c) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 during the year ended March 31, 2024.

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

e) The Company does have any charges or satisfaction which is yet to be registered with ROC beyond the statutory year

f) The Company does not have any Benami property, where any proceeding has been initiated or pending against the company for

holding any Benami property.

g) The Company avails the short term credit facility from bank on the basis of security of inventory and book debts and filed the quarterly return/statement with the bank for the quarter ended June 30, 3023, September 30, 203, December 31, 2023 and March 31, 2024 and the same are in agreement with books of accounts

h) The Company has not been declared Wilful Defaulter (as defined by RBI circular) by any bank or financial institution or other lenders.

i) The Company has not revalued its Property, Plant & Equipment for the year ended March 31, 2024.

j) The Company has used the borrowings from banks for the specified purpose for which it has taken at the balance sheet date.

Note 50

(i) 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

(ii) 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.

As per our report of even date

For M Surana & Company For M S K A & Associates For and on behalf of the Board of Directors of

Chartered Accountants Chartered Accountants Bikaji Foods International Limited

Firm Registration No.: 015312C Firm Registration No.: 105047W CIN : L15499RJ1995PLC010856

Manish Surana Manish P Bathija Shiv Ratan Agarwal Deepak Agarwal

Partner Partner Chairman Managing Director

Membership No.: 077597 Membership No.: 216706 DIN: 00192929 DIN: 00192890

Place: Gurugram Place: Gurugram Place: Gurugram Place: Gurugram

Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024 Date: May 23, 2024

Shambhu Dayal Gupta Rishabh Jain

President-Corporate affairs and Chief Financial Officer Finance

PAN: ADFPG0151L PAN: AEAPJ1574L

Place: Gurugram Place: Gurugram

Date: May 23, 2024 Date: May 23, 2024

RahulJoshi

Head - Legal and Company Secretary Membership No.: 33135 Place: Gurugram Date: May 23, 2024