(i) In compliance with the scheme of Amalgamation between Triputi Infrastructure Pvt Ltd (Transferor Company) with Milkfood Ltd (Transferee Company) duly approved by NCLT vide its order dated 16th April 2024 u/s 230 to 232 and other applicable provisions of the Companies Act, 2013 with effect from appointed date i.e. 01.04.2023, the company is required to allot 9,66,960 equity shares in lieu of acquisition of the assets (including brand) and liabilities of the transferor company at a fair value in accordance with Ind AS 103- Business Combinations (acquisition method). The accounting entries have been made w.e.f 01.04.2023 and therefore previous year figures to the extent are not comparable.

(i) For details of Property, plant and equipment charged as security of borrowings. Refer Note 16(iii) & Note 19(i).

(ii) Title deeds of all immovable properties are held by bank in the name of Company.

(iii) Estimated amount of capital contracts remaining to be executed is not acertained as the relevant project report is under compilation. ( PY Rs. Nil )

(iv) * includes office equipment.

(i) Trees and plants are considered biological Assets as per Ind AS 41. During the year company has sold timber for a total consideration of Rs. 30 lakhs ( PY: Rs. Nil ) and has capitalised Rs. 8 lakhs (P.Y Rs. 5 lakhs) towards lease rentals of land. Company has obtained the certificate of Agricultural Scientist with regard to fair valuation at the reporting date and has accounted the gain of Rs. 84 lakhs on reinstatement.

i) In view of insignificant amount of bad debts and timely recovery in earlier years, allowance for expected credit loss is made on the simplified approach of provisions based in earlier years.

ii) Represents receivables (net of write off/ provisions of Rs 22 Lakhs) from an entity facing an insolvency petition before the NCLT, a claim of Rs. 78 Lakhs including interest of Rs 9 lakhs has been filed before the Resolution Professional. The Company is of the view that it has good chance to recover the amount of claim. As a matter of abundant caution,the amount of Rs 22 Lakhs as stated above has been written off/ provided in the books.

iii) No trade receivables are due from directors or other officers of the company or any of them either severally or jointly with any other person, or from firms or private companies in which any director is a partner, a director or a member. Refer note 37 (b) for information about credit risk .

(i) Deposits with Sales Tax Authorities amounting to Rs. 72 Lakhs represent the amount deposited as a pre-condition for preferring appeal. Appellate Authority-1 Jaipur, CTO vide order Dated 22.12.2021 has determined tax liability of Rs 72 Lakhs against which the appeals for the years 2002-03 and 2003-04 are pending before the Rajasthan Tax Board, Ajmer. The next date fixed for hearing is 29.08.2024. Company is of the view that the Appeal would be decided in its favour and hence no provision has been made. (Refer Note 35a)

(ii) During the year, MAT credit has been recognized for Rs 285 Lakhs including Rs 100 Lakhs for earlier years.

(iii) Represents the amount recoverable from earlier years.The management is of the view that thesame will be received/ adjusted in the subsequent financial year. However, as a matter of abundant caution,a provision of Rs 8 lakhs has been done in the books.

(i) Includes non moving / slow moving stocks of packing material of Rs 29 lakhs (P.Y. Rs.33 lakhs) Management is of the view that the same will be utilised in the financial year 2024-25. Adjustment if any shall be made in the subsequent year.

(ii) For details of inventories provided as security for borrowings. Refer Note 19(i)

(iii) The mode of valuation of inventories has been described in Note 2.14.

(i) Represent job work executed pending dispatch.

(ii) In line with circular no.04/ 2015 issued by MCA dated 10-3-2015, loans given to employees as per the Company’s policy are not considered for the purpose of disclosure under section 186 (4) of the Companies Act,2013.

(i) Represent GST input credit (net).

(ii) The Goods and Services Tax Department had visited the premises of the company on 24.08.2020 to verify the transactions of the company with certain dealers who had supplied the raw materials to the company. The case was subsequently transferred to CGST Commissionerate at Meerut and CGST Commissionerate at Ludhiana. The CGST Commissionerate at Meerut issued a Show-Cause Notice amounting to Rs. 2551 lakhs for transactions in Moradabad Plant. During proceedings at Meerut the Additional Commissioner CGST was pleased to reduce the demand from Rs.2551 lakhs to Rs.1291 lakhs with an equivalent amount of penalty against which the company had filed an appeal before Commissioner CGST Appeals. The entire demand alongwith penalty has been set aside by the Commissioner CGST Appeals vide order dated 07.06.2024. CGST Commissionerate at Ludhiana has issued Show Cause Notice for Rs. 7404 lakhs for transactions in Patiala Plant and CGST Commissionerate at Delhi issued Show cause notice of Rs.41 lakhs and Jaipur CGST Commissionerate issued SCN of Rs.2 lakhs The Company is confident that the Show Cause Notices at Ludhiana, Delhi and Jaipur will also be vacated as the case is in parity with Meerut.

(i) During the year, company has reclassified the assets (previously classified as held for sale) into Property Plant and equipment at a carrying amount of Rs 143 Lakhs (WDV) and has disposed off equipment of Rs 100 Lakhs . Balance equipment which is held for sale is expected to be disposed off in the next financial year.

(i) The Company has only one class of equity shares having a par value of Re. 10 per share. Each holder of equity share is eligible for one vote per share.

(ii) In the event of liquidation of the company, the 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.

(iii) Board of Director at its meeeting held on 23/10/2023 alloted 2,44,000 numbers of equity shares of Rs. 10 each to the eligible employees/ directors of the company on the exercise of the option by them under the Milkfood Limited stock option plan-2022.

(iv) Details of shares held by each shareholder holding more than 5% shares:

(i) Securities Premium

The amount received in excess of face value of the equity shares is recognised in Securities Premium. Where the Company issues shares at premium, whether for cash or otherwise, a sum equal to the aggregate amount of the premium received on those shares is transferred to “Securities Premium account”. The company may issue fully paid-up bonus shares to its members out of balance lying in the securities premium account and the company can also use the premium for buy-back of shares. Also refer footnote 3C(i) in connection with the scheme of arrangement of business combination.

(ii) Retained Earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders. It also Includes revaluation reserve of Rs. 5,122 lakhs (PY Rs. 5,163 lakhs) [Net of increase in value of Land & Building of Rs 8,530 Lakhs and decrease in the value of Plant & Machinery of Rs 3,080 Lakhs as at 01.04.2016 after adjusting accumulated depreciation of Rs. 328 Lakhs (PY Rs. 287 lakhs) on revalued figure.

(iii) Share Option Outstanding Account

The fair value of the equity-settled share based payment transactions is recognised in standalone statement of profit and loss with corresponding credit to Employee Stock Options Outstanding Account.

(iv) Capital Reserve has been created in pursuance of scheme of amalgamation between Triputi Infrastructure Pvt Ltd (Transferor Company) with Milkfood Ltd (Transferee Company) duly approved by NCLT Chandigarh Bench.

(v) The disaggregation of changes in each type of reserve, retained earnings and other comprehensive income are disclosed in Statement of Changes in Equity.

(ii) Figures in bracket relates to the previous year. Interest rate above represent prevailing rates.

(iii) a) SBI Term Loan of Rs 1000 Lakhs was primarily secured on 1st pari pasu basis by hypothecation of entire current

assets including stocks of raw materials, stores, spares, SIP, FG, including goods in transit, book debts (etc.) and collaterally secured by 1st pari passu charge through equitable mortgage of factory land and building located at Bahadurgarh Patiala , Moradabad, hypothecation of Movable fixed assets of the company excluding vehicles and assets financed by other lenders on first pari pasu basis. Further the loan is guaranteed by the two promoters.

b) GECL-2.0 and as extended (WCTL) of SBI are secured by way of extension of 2nd charge over the existing primary and collateral securities including mortgages created in favour of the consortium banks on pari passu basis. Refer Note 19(i)

c) GECL 2.0 and as extended (WCTL) of Canara Bank are secured by 1st Pari passu Charge on entire Current Assets of the Company including Receivables and collaterally secured by pari pasu charge on equitable mortgage of Factory land and building located at Bahadurgarh, Patiala and Moradabad. Refer Note 19(i).

d) Canara Bank Term Loan of Rs 1000 Lakhs was primarily secured by 1st pari passu charge on entire current assets of the Company including receivables and collaterally secured through pari pasu charge on equitable mortgage of factory land and building located at Bahadurgarh Patiala - Punjab and at Moradabad and hypothecation of Plant and Machinery.

(iv) Date of agreement: 08.08.2022, tenure 10 years, rate of interest 10.25% p.a

(v) The company has utilised the borrowings from banks and financial institutions for the specific purposes for which it was taken.

(vi) There has been no default in respect of repayment of borrowings and interest. Company has not been declared as wilful defaulter by any bank or financial institution or any other lender.

(vii) Represents the Loan from directors of the erstwhile company merged (refer note 3C.1) in accordance with the scheme of amalgamation between Triputi Infrastructure Pvt Ltd (Transferor Company) with Milkfood Ltd (Transferee Company) duly approved by NCLT Chandigarh Bench.

(i) Cash Credit limit sanctioned by State Bank of India/Canara Bank are secured by hypothecation on pari passu basis on all present & future current assets including stocks and book debts and extension of charge on pari-passu basis on the fixed assets (excluding vehicles) of the company and exclusive charge on the Brand “MILKFOOD”. Refer Note 16(iii).

(ii) The company has utilised the borrowings from banks and financial institutions for the specific purposes for which it was taken.

(iii) Company has not been declared as wilful defaulter by any bank or financial institution or any other lender.

(i) No amounts have been written off / provided for or written back during the year in respect of amounts receivable from or payable to related parties. There have been no guarantee provided or received to/ from related party in respect of any debt/ obligation of the related party or of Company except personal guarantee given by promoters in respect of secured loans from banks

(ii) Related parties have been identified by the management.

(iii) Rent (lease liability including interest) is certified by the the management as per prevalent market rates and for business purposes of the company.

(iv) As the defined benefit plans and compensated absences are provided on actuarial basis for the company as a whole, the amount pertaining to Key Managerial Personnel are not included above.

(v) Related parties transactions are done in the ordinary course of business and are at arms length. Outstanding balances at the year end are unsecured and settled in cash.Refer note 16(iv) for Terms and conditions of loans taken from related party.

(vi) Figures in bracket relates to the previous year.

Footnote

(i) *The company is contesting these demands and the management, based on advise of its advisors, believes that its position will likely be upheld in the appellate process. No expense has accrued in the standalone financial statements for these demands raised. The management believes that the ultimate outcome of these proceedings will not have a material adverse effect on the company’s financial position and results of operations. The company does not expect any reimbursements in respect of the above contingent liabilities.

(ii) In addition, the company is subject to legal proceedings claims, which have arisen in the ordinary course of business. The company’s management reasonably does not expect that outcome of these legal proceeding etc, when ultimately concluded and determined, will have adverse material effect on the company’s results of operations or financial condition.

(iii) In the financial results published on 30.05.2024, the demand of ITC of IGST of Rs 1291 Lakhs created with an equivalent amount of penalty aggregating to Rs 2582 Lakhs under sec 74(1) r.w sec 122(i)(vii) of CGST Act, 2017 in respect of Moradabad plant was disclosed as contingent liability pursuant to the order of Additional Commissioner CGST (Meerut) dtd 13.03.2024. The Company had preferred an appeal against the said demand before CGST Appeals Meerut who vide order dtd 07.06.2024, has set aside the entire demand along with penalty. Therefore, the financial statements have been revised to that extent vide resolution of the Board dtd 25.06.2024 and the amount is shown as Nil.

The company’s principal financial liabilities comprise borrowings, Security Deposits Received trade and other payables. The main purpose of these financial liabilities is to finance the company’s operations. The company’s principal financial assets include, trade and other receivables, cash and cash equivalents and security deposits that are out of regular business operations.

The Company’s activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk. In order to manage the aforementioned risks, the Company operates a risk management policy and a program that performs close monitoring of and responding to each risk factors. The company’s senior management oversees the management of these risks.

(a) Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument that will fluctuate because of changes in market prices. Market risk comprises three types of risk i.e. interest rate risk, currency risk and other price risk, such as commodity risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.

i. Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Company’s financial instruments will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest rate relates primarily to the company’s borrowings with floating interest rates.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on borrowings affected. With all other variables held constant, the company’s profit before tax is affected through the impact on floating rate borrowings, as follows:

ii. Foreign currency risk

Foreign 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. There does not seem to be any significant risk as transaction in foreign currency are not there.

As there is no significant foreign currency risk, sensitivity analysis showing impact on profit is not calculated.

iii. Commodity price risk

The Prices of the raw material keep fluctuating frequently and the company passes the same to the customers through appropriate adjustment to selling prices. During the year, fall in the selling prices of the finished goods was more than the fall in the prices of the raw material due to severe competitive conditions.

(b) Credit risk

Credit risk is the risk of loss that may arise on outstanding financial instruments if a counterparty default on its obligations. The company’s exposure to credit risk arises majorly from trade and other receivables. Other financial assets like security deposits and bank deposits are mostly with government authorities and nationalised banks and hence, the company does not expect any credit risk with respect to these financial assets. In majority of cases of Trade receivables are collected in time. The trade receivables are subject to monthly review. Expected Credit Loss is too low considering the past record and management does not foresee any significant change in near future. In view of insignificant credit risk sensitivity analysis showing impact on profit is not calculated

(c) Liquidity risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company’s approach in managing liquidity is to ensure that it will have sufficient funds to meet its liabilities when due without incurring unacceptable losses. In doing this, management considers both normal and stressed conditions. During the year, company has borrowed the funds from a group entity to meet the working capital requirements The table below summarises the maturity profile of the company’s financial liabilities:

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to shareholders through the optimisation of the debt and equity. For the purpose of the company’s capital management, capital includes issued equity capital, securities premium and all other equity reserves attributable to the equity shareholders.

The company monitors capital using a gearing ratio, which is net debt divided by total capital. The company includes within net debt, all non-current and current borrowings reduced by cash and cash equivalents and other bank balances. The Company manages its capital structure and makes adjustments in the light of changes in economic conditions and the requirements of the financials covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payments to shareholders, return capital to shareholders or issue new shares. The capital structure is monitored on the basis of net debt to equity and maturity profile of the overall debt portfolio of the Company.

In order to achieve this overall objective, the company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing borrowings that define capital structure requirements. The breaches in meeting the financial covenants would permit the bank to immediately call borrowings. There have been no breaches in the financial covenants of any interest-bearing borrowings in the current year.

No significant changes were made in the objectives, policies or processes for managing capital during the years ended March 31,2024 and March 31,2023.

Note 39. Fair value measurement

(i) All the financial assets and financial liabilities of the company are carried at amortised cost.

(ii) The management assessed that the carrying values of trade and other receivables, deposit, cash and short term deposits, other assets, borrowings, trade and other payables reasonably approximate their fair values because these instruments have short-term maturities.

(iii) It is view of the management that fair value impact of long term security deposits/loan paid or payable would not be material.

Note 40: Interim Dividend on Equity Shares

The Board of Directors (in the meeting held on 16.11.2023) declared an interim dividend of Rs 2.50/- per equity share. The Company has charged Rs 128 Lakhs to SOCIE and has paid Rs 56 Lakhs net of TDS. The remaining substantial amount has been paid subsequent to the end of the financial year. The interim dividend declared in the previous year was Rs 2.50/- per equity share.

41. Corporate social responsibility (CSR)

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. The areas for CSR activities are defined in schedule VII of the Companies Act which inter- alia includes contribution to the Prime Minister National Relief Fund, PM Cares Fund or any other fund set up by the Central Government for socio economic development and relief and welfare of the scheduled castes, the scheduled tribes, other backward classes, minorities and women. A CSR committee has been formed by the company as per the Act. The funds were primarily utilized through the year on these activities which are specified in Schedule VII of the Companies Act, 2013.

Note 44: Relevant Additional Regulatory Information: (Other than disclosed in the respective notes)

(i) The operating cycle of the company is assumed to be of twelve months in absence of clearly identifiable normal operating cycle and accordingly assets/ liabilities have been classified as current/ non current.

(ii) No proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

(iii) The company has not revalued its PPE(including ROU asset) and hence disclosure regarding basis of revaluation is not applicable.

(iv) The Company has not done any transaction with struck off companies during the year.

(v) There is no charge or satisfaction of any charge which is not registered with ROC beyond the statutory period.

(vi) The company has not granted any loans or advances in the nature of loans to promoters, directors, KMP and the related parties either severally or jointly with any other person which is either repayable on demand or without specifying any terms or period of demand and therefore requirement of disclosure of such loan/ advance is not applicable.

(vii) The company has complied with the number of layers prescribed under clause (87) of section 2 of the act read with companies (restriction on number of layers) rules 2017.

(viii) Company has not applied any accounting policy retrospectively or has made a restatement of items in FS or has reclassified items in the FS.

(ix) The Company have 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

(x) The Company have 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.

(xi) The Company have not traded or invested in Crypto currency or Virtual Currency during the financial year.

(xii) The Company have not made any such transaction which is not recorded in the books of accounts 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)

Note 45: Previous year figures have been reclassified / regrouped wherever necessary to confirm with

those of current year figures.