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
|