We have audited the accompanying standalone financial statements of ADF Foods Limited ("the Company"), which comprise the Balance Sheet as
at March 31, 2025, and the Statement of Profit and Loss, including Other Comprehensive Income, Statement of Changes in Equity and Statement of
Cash Flows for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other
explanatory information (hereinafter referred to as the "standalone financial statements").
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give
the information required by the Companies Act, 2013 ("the Act') in the manner so required and give a true and fair view in conformity with the Indian
Accounting Standards prescribed under section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015, as amended ("Ind
AS") and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2025, profit (including other
comprehensive income), changes in equity and its cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing (SAs) specified under section 143(10)
of the Act. Our responsibilities under those Standards are further described in the 'Auditor's Responsibilities for the Audit of the Standalone Financial
Statements' section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered
Accountants of India ("ICAI") together with the ethical requirements that are relevant to our audit of the Standalone financial statements under the
provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the
Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements
for the year ended March 31,2025. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the
key audit matters to be communicated in our report.
|
Sr.
,, Key Audit Matters
No
|
|
How the Key Audit Matters was addressed in our audit
|
|
1 Impairment of investments in subsidiaries
As at March 31,2025, the Company has investments in
subsidiaries amounting to ? 10,633.08 lakhs.
The Company accounts for above investments in subsidiaries at
cost.
As per requirement of Ind AS 36 "Impairment of assets", the
management reviews at each reporting period whether there are
any indicators of impairment of the investments in subsidiaries
and where impairment indicators exist, the management
estimates the recoverable amounts of the investments, being
higher of fair value less costs of disposal and value in use. The
value in use of the underlying businesses is determined based
on the discounted cash flow projections. Significant judgements
are required to determine the key assumptions used in the
discounted cash flow models, such as discount rate, growth rate
and future operating and finance cost based on management's
view of future business prospects.
Considering the materiality of the amount involved, and
significant management judgement required for valuation,
Impairment of investments in subsidiaries is determined to be a
key audit matter in the current year audit.
|
Our key procedures included, but not limited to, the following:
• We obtained an understanding, assessed and tested the design and
operating effectiveness of the Company's key controls related to
impairment evaluation process.
• We evaluated the cash flow forecasts by comparing them to the
approved budgets and our understanding of the internal and external
factors. We also assessed the reasonableness of the forecasts by
comparing the same to past results and other supporting evidence.
• We obtained and involved valuation specialist to assess the sensitivity
analysis made by the management on key assumptions used for
impairment assessment.
• We have tested the mathematical accuracy of the cash flow projections
and fair valuation computation.
• We evaluated the disclosures made in the standalone financial
statements for compliance with the requirement of Ind AS 36
'Impairment of Assets'.
|
|
Sr.
No
|
Key Audit Matters
|
How the Key Audit Matters was addressed in our audit
|
|
2
|
Impairment of Indefinite-lived intangible assets
Indefinite-lived intangible assets (Brands) as at March 31,2025
amount to f 2,068.16 lakhs.
The impairment assessment must be performed at least annually
and involves determination of the recoverable amount, being the
higher of the value-in-use and the fair value less costs to dispose.
We consider this to be a key audit matter because the
recoverability assessment of such assets involves complex and
subjective estimates and judgements.
These estimates and judgements are entrenched with inherent
uncertainty as they include assumptions in relation to forecasting
revenue growth rates, direct costs, foreign exchange rates,
discount rates and future cash flows.
|
Our key procedures included, but not limited to, the following:
• We obtained an understanding, assessed and tested the design and
operating effectiveness of the Company's key controls related to
impairment evaluation process.
• Assessed the valuation methodology and challenged management's
analysis and assumptions around the key drivers of cash flow forecasts
including discount rate, terminal growth rate, royalty rate etc. by
comparing them to relevant market data and with the assistant from
independent external experts.
• Involving our internal valuation specialists to evaluate the
appropriateness of the valuation methodology and assess the
reasonableness of key assumptions, including the discount rate and
royalty rate.
|
Information Other than the Standalone Financial Statements and Auditor's Report Thereon
The Company's Board of Directors is responsible for the other information. The other information comprises the information included in the Management
report, Director's report, Business Responsibility and Sustainability Report but does not include the standalone financial statements and our auditor's
report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion
thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.
Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these standalone
financial statements that give a true and fair view of the financial position, financial performance, changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under section 133 of the Act. This
responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making
judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the
standalone financial statement that give a true and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing the Company's ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors are also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.
We give in "Annexure A" a detailed description of Auditor's responsibilities for Audit of the Standalone Financial Statements.
Other Matter
The standalone financial statements of the Company for the year ended March 31,2024, were audited by another auditor whose report dated May 09,
2024 expressed an unmodified opinion on those statements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order"), issued by the Central Government of India in terms of sub-section (11)
of section 143 of the Act, we give in "Annexure B" a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the
purposes of our audit.
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of
those books.
(c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the
Statement of Cash Flow dealt with by this Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act.
(e) On the basis of the written representations received from the directors as on March 31,2025 taken on record by the Board of Directors, none
of the directors are disqualified as on March 31,2025 from being appointed as a director in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial controls with reference to standalone financial statements of the Company and the
operating effectiveness of such controls, refer to our separate Report in "Annexure C".
(g) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors)
Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations on its financial position in its standalone financial statements - Refer
Note 39 to the standalone financial statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable
losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the
Company.
iv.
(1) The Management has represented that, to the best of its knowledge and belief, other than as disclosed in the Note 57 to the
standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share
premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign
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 on behalf of the Ultimate Beneficiaries.
(2) The Management has represented, that, to the best of its knowledge and belief, no funds have been received by the Company
from any person or entity, including foreign entities (Funding Parties), with the understanding, whether recorded in writing
or otherwise, as on the date of this audit report, that the Company shall, directly or indirectly, lend or invest in other persons
or entities identified in any manner whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries.
(3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and
according to the information and explanations provided to us by the Management in this regard nothing has come to our notice
that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e) as provided under (1) and (2)
above, contain any material mis-statement.
v. The final dividend paid by the Company during the year in respect of the same declared for the previous year is in accordance with
section 123 of the Companies Act 2013 to the extent it applies to payment of dividend.
The interim dividend declared and paid by the Company during the year and until the date of this audit report is in accordance with
section 123 of the Companies Act 2013.
The Board of Directors of the Company have proposed final dividend for the year which is subject to the approval of the members at
the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to
declaration of dividend. (Refer Note 54 to the Standalone financial statements).
vi. Based on our examination, which included test checks, the Company has used an 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. Further, during the course of our audit, we did not come across any instance of audit trail feature
being tampered with. Additionally, the audit trail of prior year has been preserved by the Company as per the statutory requirements
for record retention.
3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid
prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.
For M S K A & Associates
Chartered Accountants
ICAI Firm Registration No. 105047W
Amrish Vaidya
Partner
Membership No. 101739
UDIN: 25101739BMIKFI1047
Place: Mumbai
|