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Westlife Foodworld 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.) 9155.79 Cr. P/BV 15.40 Book Value (Rs.) 38.14
52 Week High/Low (Rs.) 893/583 FV/ML 2/1 P/E(X) 753.92
Bookclosure 04/08/2025 EPS (Rs.) 0.78 Div Yield (%) 0.13
Year End :2025-03 

Preference shares

The Company has only one class of Preference shares having par value of 110 per
share. These shares carry a right to cumulative dividend of 8% p.a. The shares are
redeemable at any time within 20 years from the date of issue at the option of the
Company by giving a 48 hour prior written notice to the holders at the specified
redemption price.

iii) Information regarding aggregate number of equity shares issued during
the five years immediately preceding the date of Balance Sheet:

The Company has not issued shares for consideration other than cash and has not
bought back any shares during the past five years.

No equity shares have been forfeited.

iv) Details of shares in the Company held by each shareholder holding more
than 5% shares is as follows:

Equity Shares of 12 each fully paid up:

The Company has only one class of Equity Shares having par value of 12 per share.
Each holder of equity shares is entitled to one vote per share. The Company declares
and pays dividends in Indian rupees. The dividend, if any proposed by the Board
of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting. In the event of liquidation of the Company, holders of equity shares
will be entitled to receive remaining assets of the Company, after distribution of all
preferential amounts. The distribution will be in proportion to the number of equity
shares held by the shareholders.

As per records of the Company, including register of shareholders/members and
declarations received from shareholders regarding beneficial interest, the above
shareholding represents both legal and beneficial ownership of the shares.

(a) Capital reserve

Capital reserve was created pursuant to the composite scheme of arrangement
(amalgamation of WestPoint Leisureparks Private Limited, Triple A Foods
Private Limited and demerger of Westlife Development Limited) under Section
391 to 394 of the Companies Act, 1956 sanctioned by the Hon'ble High Court
of Bombay.

The excess amount of the book value of investment under the composite
scheme of arrangement over its cost of investment is treated as capital reserve.

(b) Securities premium reserve

Securities premium reserve is used to record the premium received on issue
of shares by the Company. The reserve can be utilised in accordance with the
provision of Section 52(2) of Companies Act, 2013.

(c) General reserve

The general reserve is a free reserve which is used from time to time to transfer
profits from/to retained earnings for appropriation purposes. As the general
reserve is created by a transfer from one component of equity to another and
is not an item of other comprehensive income, items included in the general
reserve will not be reclassified subsequently to statement of profit and loss.

(d) Employee stock options outstanding

The Company has established equity-settled share-based payment plans for
certain categories of employees of subsidiary company. Refer note 26 for further
details on these plans.

(e) Retained earnings

Retained earnings represent the profits that the Company has earned till date,
less any transfers to general reserve. Retained Earnings is a free reserve.

Note:

The Company had elected to exercise the option to pay income tax at a concessional
rate, as permitted under Section 115BAA of the Income tax act, 1961.

19 Fair value measurement

a Financial instruments by category

The carrying value and fair value of financial instruments by categories as of
March 31, 2025 were as follows:

Carrying amounts of cash and cash equivalents, loans, other receivables, trade
payables and other financial liabilities as at March 31, 2025 and March 31, 2024
approximate the fair value.

b Fair value hierarchy

This section explains the judgement and estimates made in determining the fair
values of the financial instruments that are

a) recognised and measured at fair value.

b) measured at amortised cost and for which fair values are disclosed in the
standalone financial statements.

To provide an indication about the reliability of the inputs used in determining
fair value, the Company has classified its financial instruments into three levels
prescribed under the Indian accounting standard. An explanation of each level is
mentioned below:

Level 1 - Level 1 hierarchy includes financial instruments measured using quoted
prices. This includes listed equity instruments, traded bonds and mutual funds that
have quoted price. The fair value of all equity instruments (including bonds) which
are traded in the stock exchanges is valued using the closing price as at the reporting
period. The mutual funds are valued using the closing NAV.

Level 2 - The fair value of financial instruments that are not traded in an active market
(for example, over-the counter derivatives) is determined using valuation techniques
which maximise the use of observable market data and rely as little as possible on
entity-specific estimates. If all significant inputs required to fair value an instrument
are observable, the instrument is included in level 2.

Level 3 - If one or more of the significant inputs is not based on observable market
data, the instrument is included in level 3. This is the case for unlisted equity securities,
contingent consideration and indemnification asset included in level 3. Fair values
are determined in whole or in part using a valuation model based on assumptions that
are neither supported by prices from observable current market transactions in the
same instrument nor are they based on available market data.

The following table presents fair value hierarchy of assets and liabilities measured at
fair value on a recurring basis:

There have been no transfers between Level 1, Level 2 and Level 3 for the years ended
March 31, 2025 and March 31, 2024.

20 Financial risk management

The Company has exposure to the following risks arising from financial instruments:

• Credit risk;

• Liquidity risk; and

• Market risk

Risk management framework

In the course of its business, the Company is exposed to a number of financial risks:
credit risk, liquidity risk and market risk. This note presents the Company's objectives,
policies and processes for managing its financial risk and capital. The key risks and
mitigating actions are also placed before the Board of Directors of the Company. The
Company's risk management policies are established to identify and analyse the
risks faced by the Company, to set appropriate risk limits and controls and to monitor
risks and adherence to limits. Risk management policies and systems are reviewed
regularly to reflect changes in market conditions and the Company's activities.

The Company manages the risk through the finance department that ensures
that the Company's financial risk activities are governed by appropriate policies
and procedures and that financial risks are identified, measured and managed
in accordance with the Company's policies and risk objectives. The activities are
designed to:

• protect the Company's financial results and position from financial risks

• maintain market risks within acceptable parameters, while optimising returns; and

• protect the Company's financial investments, while maximising returns.

The Company's Audit Committee oversees how management monitors compliance
with the Company's risk management policies and procedures, and reviews the
adequacy of the risk management framework in relation to the risks faced by the
Company. The Audit Committee is assisted in its oversight role by internal audit.
Internal audit undertakes both regular and ad hoc reviews of risk management
controls and procedures, the results of which are reported to the Audit Committee.

i. Credit risk

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

The gross carrying amount of financial assets, net of any impairment losses
recognised represents the maximum credit exposure.

A financial asset is 'credit-impaired' when one or more events that have a
detrimental impact on the estimated future cash flows of the financial asset
have occurred such as a breach of contract.

In respect of its investments the Company aims to minimise its financial credit
risk through the application of risk management policies.

The Company has Loan receivable of 164.18 million at March 31, 2025
(March 31, 2024 - 182.69 millions) and other receivables of 1 Nil as at March 31,
2025 (March 31, 2024 - 11.46 million) (refer note 24). There are no significant
amounts due by more than 180 days and not provided for. Management believes
that other receivables and loans being amounts receivable from its wholly-
owned subsidiary and controlled trust are fully collectible based on their ability
to generate independent cash flows. These amounts can be called for by the
Company at short notice.

Credit risk on cash and cash equivalent (including bank balances) is limited as
the Company generally transacts with banks and financial institutions with high
credit ratings assigned by international and domestic credit rating agencies.

None of the financial instruments of the Company result in material
concentration of credit risk.

ii. 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. Prudent liquidity risk management implies
maintaining sufficient cash and marketable securities, the availability of funding
through an adequate amount of committed credit facilities. 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.

iii) Other price risk is the risk that that the fair value or future cash flows of a
financial instrument will fluctuate because of changes in market prices.
The Company's investment in mutual funds is exposed to pricing risk.
Other financial instruments held by the Company does not possess any
risk associated with trading. An increase of 5 percent in Net Assets Value
(NAV) of mutual funds would decrease the loss before tax/increase the
profit before tax by approximately 16.97 million (March 31, 2024 - 16.45
million). A similar percentage decrease would have resulted equivalent
opposite impact.

Exposure to liquidity risk

The table below analyses the Company's financial liabilities into relevant
maturity analysis based on their contractual maturities for all derivative and
non-derivative financial liabilities.

21 Capital management

The Company's objective for capital management is to maximise shareholder
value, safeguard business continuity and support the growth of the Company. The
Company determines the capital requirement based on annual operating plans and
long-term and other strategic investment plans. The funding requirements are met
through loans and operating cash flows generated. The Company is not subject to
any externally imposed capital requirements.

The Company monitors capital using a ratio of 'net debt' to 'equity'. For this purpose,
net debt is defined as total interest bearing loans and borrowings less cash and cash
equivalents. Equity comprises all components of equity. The Company debt to equity
ratio as at March 31, 2025 and March 31, 2024 was as follows.

iii. Market Risk

Market risk is the risk that changes in market prices, such as foreign exchange
rates, interest rates and equity prices, which 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.

i) Currency risk is the risk that the fair value or future cash flows of an exposure
will fluctuate because of changes in foreign exchange rates. The Company
does not have any currency exposure and all its assets and liabilities as also
commitments are denominated in Indian rupees (functional currency). The
currencies in which the transactions are denominated is Indian Rupees.

ii) Interest rate risk is the risk that the that the fair value or future cash flows
of a financial instrument will fluctuate because of changes in market
interest rates.

# There is no managerial remuneration paid to the directors, Company Secretary and Chief Financial
Officer, please refer consolidated financial statement for managerial remuneration.

All transactions with these related parties are on an arm's length basis.

25 Contingent liabilities not provided for in the accounts:

Pursuant to search and seizure conducted in 2018, the income-tax authorities issued
an Order in May 2021 and July 2021 under Section 153A of the Income-Tax Act, 1961
directing the Company to file revised returns for 7 years under block assessment.
Block assessment for the period A.Y 2013-14 to A.Y. 2019-20 was completed during

the year and the tax authorities had raised a demand amounting to 111.61 million.
There were apparent errors in determining the tax demand of 111.61 million for
which the Company had filed rectification applications in May 2021 and July 2021.
The rectification orders were passed in February 2022 and the revised tax demand
amounting to 10.83 million has been raised on the Company. The Company had also
filed an appeal in October 2021 before the Commissioner of Income Tax (Appeals)
against the tax demand of 111.61 million. During the previous financial year, the
Company has received a favourable order from CIT (Appeals) under Section 250 of
Income-tax Act, 1961.

26 Employee stock option scheme

a) The Company provides share-based payment scheme (the 'Scheme') which
covers certain eligible employees of the Company and its subsidiary company.
According to the Scheme, the employees selected by the Nomination and
Remuneration Committee from time to time would be entitled to options,
subject to satisfaction of the prescribed vesting conditions. Westlife ESOS Trust
(the 'Trust') has been established to facilitate the scheme.

ESOS Scheme 2021

The shareholders of the Company at its meeting held on September 16, 2021
by way of special resolution, formulated the “The Westlife Development Limited
Employees Stock Option Scheme 2021” (referred to as 'the Company's 2021
ESOS Scheme'). ESOP is the primary arrangement under which shared plan
service incentive are provided to certain employees of it's subsidiary.

For options exercised during the year, the weighted average share price at the
exercise date was 1837.45 per share (March 31, 2024: 1867.74 per share).

The weighted average remaining contractual life for the stock options
outstanding as at March 31, 2025 is 6.38 years (March 31, 2024: 6.87 years). The
range of exercise prices for options outstanding at the end of the year was 12/- to
1897.80/- (March 31, 2024: 12/- to 1897.80/-)

c) Effect of employee share-based payment plans on the Statement of Profit and
Loss and on its financial position.

In respect of Options granted under the Employee Stock Option Plan the
accounting is done as per requirements of Ind AS 102. The Company has granted
all of its options to the employees of its subsidiary company and the related
expenses are recovered from the subsidiary company.

d) Options granted but not eligible for exercise at end of the year is 4,25,125
(March 31, 2024: 4,06,250)

The Company operates in single segment only. There are no operations outside India
and hence there is no external revenue or assets which require disclosure.

e) The fair values are measured based on the Black-Scholes formula. Expected
volatility, an input in this formula, is estimated by considering historic average
share price volatility. The inputs used in the measurement of grant-date fair
values are as follows:

There is no revenue from external customers during the year ended March 31, 2025
(March 31, 2024: Nil).

28 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
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 to or on behalf of the Ultimate Beneficiaries. The
Company has not received any fund 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
from or on behalf of the Ultimate Beneficiaries.

Notes:

i) There are no advances given in the nature of loan.

ii) There are no loans granted without specifying any terms or period of repayment.

b) Disclosure of Transactions With Struck Off Companies

The Company did not have any material transactions with companies struck off under
Section 248 of the Companies Act, 2013 or Section 560 of Companies Act, 1956 during
the financial year.

c) No transactions to report against the following disclosure requirements as notified by
MCA pursuant to amended Schedule III:

(1) Crypto Currency or Virtual Currency.

(2) Benami Property held under Prohibition of Benami Property Transactions Act,
1988 and rules made thereunder.

(3) Registration of charges or satisfaction with Registrar of Companies.

(4) Transaction 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.

d) Analytical ratios

The Company is termed as an Unregistered Core Investment Company (CIC) as per
Reserve Bank of India Guidelines dated August 13, 2020 and is not exposed to any
regulatory imposed capital requirements. Thus, the following analytical ratios are not
applicable to the Company:

1. Capital to risk-weighted assets ratio (CRAR)

2. Tier I CRAR

3. Tier II CRAR

4. Liquidity Coverage Ratio

30 The Company has maintained proper books of account as required by law which are
accessible in India at all times and their backup is to be kept on servers located in
India on a daily basis.

31 The Company has used accounting software for maintaining its books of account
which has a feature of recording audit trail (edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software, except that

the service organisation controls report does not state whether audit trail feature is
enable for direct changes to date using certain access rights. Further no instance
of audit trail feature being tampered with was noted in respect of the accounting
software. The audit trail of prior years has been preserved by the Company as per the
statutory requirements for record retention to the extent it was enabled and recorded
in the respective years.

32 Subsequent events

The Company has evaluated subsequent events from the balance sheet date till
May 14, 2025, the date at which the financial statements were available to be issued,
and determined that there are no items to report.

As per our report of even date attached

For S R B C & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants Westlife Foodworld Limited

ICAI Firm's Registration (Formerly known as Westlife Development Limited)

No. 324982E/E300003

per Ravi Bansal Amit Jatia Akshay Jatia

Partner Chairperson and Whole Time Director and

Membership No. 049365 Director Chief Executive Officer

DIN: 00016871 DIN: 07004280

Place: Mumbai

Date: May 14, 2025

Hrushit Shah Dr. Shatadru Sengupta

Chief Financial Officer Company Secretary

Membership No. F4583

Place: Mumbai

Date: May 14, 2025


 
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