2(b) Right-of-use assets:

(a) Company as a lessee

The Company has lease contracts for leasehold land and building used in its operations. The lease term of the lease contracts are ranging from 3 years to 20 years. The Company’s obligations under its leases are secured by the lessor’s title to the leased assets. Generally, the Company is restricted from assigning and subleasing the leased assets

The company has invested in 90,00,000 non-convertible debenture(NCD) of Greenergy Bio Refineries Private Limited of face value INR 10 each, aggregating to amount of INR 900 lakhs. The debenture are repayable at the end on the term (i.e. 3 years) along with interest payable every 6 months. The NCD are secured by creation of pledge over 5.51% of the issued and fully-paid up preference share capital of the Greenergy Wind Corporation Private Limited. The company and the borrower has entered into a Memorandum of Understanding (MOU) dated 10th Dec 2022 to reschedule the interest payment to the time of maturity of NCD along with the principal.

13.2 Terms/Rights attached to Equity Shares

Each holder of the equity share, as reflected in the records of the Company as of the date of the shareholders meeting, is entitled to one vote in respect of each share held for all matters submitted to vote in the shareholders meeting.

The Company declares and pays dividends in Indian rupees. The dividend proposed by die Board of Directors is subject to die approval of the shareholders in the Annual General Meeting.

In the event of liquidation of the company the holders of equity will be entided to the remaining assets of the company, after distribution to 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 its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownerships of shares.

13.4 The Company has not bought back any shares or issued shares for consideration other than cash or issued bonus shares during the five years immediately preceding the date of Balance Sheet (during the five years immediately preceding March 31 st, 2023 - Nil Lakhs)

Retained earnings:

Retained earnings are the profits/(loss) that the Company has eamed/incurred till date, dividends or other distributions paid to shareholders. Retained earnings include remeasurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss

Terms of Secured Borrowings Term Loans from banks - Secured

(i) Term loan for vehicles

Outstanding Balance as on 31st March 2024 amouning to INR 17.72 lakhs of which current maturities being INR 7.7 lakhs ( previous year - 24.30 lakhs) is secured by hyothecation of the vehicle for which the loan is obtained.

The said loan is repayable in 60 equal monthly installments of INR 71,880 with applicable interest rate of 7.35%.

(ii) Working Capital Loans

(a) Outstanding balance as on 31st March 2024 amounting to INR 208.41 lakhs of which current maturities being INR 104.08 lakhs is secured against 25% on Export Book Debts, 25% on Export Stock, Bill For Discounting, Eclgs Guarantee, Personal Guarantee, Plant & Machinery along with industrial properties with a sanction limit of INR 246.98 lakhs.

The said loan is repayable in 24 equal monthly installments of INR 9.77 lakhs with an interest rate of 8.25% linked to 3 month T bill rate.

(b) Outstanding balance as on 31st March 2023 amounts to INR 307.40 lakhs including current maturities being INR 122.40 Lakhs repayable in 35 equal monthly installments of

(i) Rs. 5.6 lakhs with applicable rate - RBI rate margin of 3.75 % (at monthly rests) subject to maximum ROI of 7.5% p.a;

(ii) Rs. 4.6 lakhs with applicable rate - RBI rate margin of 3.5 % (at monthly rests) subject to maximum ROI of 9.25% p.a.

The said loan is secured against immovable property or any interest therein, book debts, movable property (not being pledge), stock materials, export bills, excluding creditors

and personal guarantee of Mr. Sharad MS, Mr. M P Satish Babu and Mrs. Sukanya Satish .Immovable property or any interest therein, book debts, movable property (not being pledge), stock materials, export bills, excluding creditors and personal guarantee of Mr. Sharad MS, Mr. M P Satish Babu and Mrs. Sukanya Satish.

(iii) Packing Credit facility from Bank - Secured

Outstanding balance as on 31 March 2024 is INR 1251.02 lakhs.

Packing credit is secured against 25% On Export Book Debts, 25% On Export Stock, Bill For Discounting, Eclgs Guarantee, Personal Guarantee, Plant & Machinery along with industrial properties with a sanction limit of INR 25 crores.

Repayable within 365 days with an interest of SOFR 125BPS.

Outstanding balance as on 31 March 2023 is INR 1173.53 lakhs.

Immovable property or any interest therein, book debts, movable property (not being pledge), stock materials, export bills, excluding creditors and personal guarantee of Mr. Sharad MS, Mr. M P Satish Babu and Mrs. Sukanya Satish.Immovable property or any interest therein, book debts, movable property (not being pledge), stock materials, export

bills, excluding creditors and personal guarantee of Mr. Sharad MS, Mr. MP Satish Babu and Mrs. Sukanya Satish with a sanction limit of INR 1000 lakhs.

Repayable within 180 days with an interest rate of SOFR 150 BPS.

(iv) Bill Discounting from bank - Secured

(i) Outstanding balance as on 31 March 2024 is INR 462.43 lakhs.

Bill Discounting is secured against 25% On Export Book Debts, 25% On Export Stock, Bill For Discounting, Eclgs Guarantee, Personal Guarantee, Plant & Machinery along with industrial properties with a sanction limit of INR 2500 lakhs.

Repayable within 365 days with an interest rate of 8.25% linked to 3 month T bill rate.

(ii) Outstanding balance as on 31 March 2023 is INR 1,366.66 lakhs.

Bill discounting is secured againist immovable property or any interest therein, book debts, movable property (not being pledge), stock materials, export bills, excluding creditors and personal guamtee of Mr. Sharad MS, Mr. M P Satish Babu and Mrs. Sukanya Satish of INR 1500 lakhs with an interest rate of SOFR 1.5%

G. Performance obligations and remaining performance obligations

The remaining performance obligation disclosure provides the aggregate amount of the transaction price yet to be recognized as at the end of the reporting period and an explanation as to when the Company expects to recognize these amounts in revenue. Applying the practical expedient as given in Ind AS 115, the company has not disclosed the remaining performance obligation related disclosures for contracts.

32. Expenditure on corporate social responsibility

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. A CSR committee has been formed by the Company as per the Act. The funds are allocated to the activities which are specified in Schedule VII of the Companies Act, 2013.

b) Defined benefit plans

In accordance with the Payment of Gratuity Act, 1972 applicable for the Indian Companies, the company provides for a lumpsum payment to eligible employees at the termination or retirement of employment based on last drawn salary and years of employment with the company. The Gratuity fund is managed by third party fund managers. The Company sponsors funded defined benefit plans for qualifying employees . The defined benefit plans are administered by a separate Fund that is legally separated from the entity. The benefit vests upon completion of five years of continuous service and once vested it is payable to employees on retirement or on termination of employment. In case of death while in service, the gratuity is payable irrespective of vesting. The Company makes annual contribution to the Fund.

Liabilities with respect to these defined benefit plan are determined by acturial valuation, performed by external actuary , at each Balance Sheet using projected unit credit method. These defined benefit plan exposes the company to acturial risks such as liquidity risks, interest rate risk, demographic risk, regulatory risk and salary escalation risk.

Liquidity Risks

This is the risk that the Company is not able to meet the short term gratuity payouts.This may arise due to non availabilty of enough cash/cashequivalent to meet the liabilities or holding of illiquid assets not being sold in time.

Interest Risk

The plan exposes the Company to the risk off all in interest rates.A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in financial statements).

Demographic Risks

The Company has used certain mortality and attrition assumptions in valuation of the liability.The Company is exposed to the risk of actual experience turning out to be worse compared to the assumption.

Regulatory Risks

Gratuity benefit is paid in accordance with the requirements of the Payment of GratuityAct,1972(as amended from time to time).There is a risk of change in regulations requiring higher gratuity payouts(e.g.Increase in the maximum limit on gratuity of Rs. 20,00,000).

Salary escalation Risk

The present value of the defined plan is calculated with the assumption of salary increase rate of plan participants in future. Deviation in the increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will have bearing on the plan's liability.

The following table summarises the components of net benefit expense recognised in the statement of profit and loss and the funded status and amounts recognised in the Balance Sheet for gratuity benefit.

Notes:

The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other several factor such as supply and demand factor in the employment market. Employee turnover varies based on various age groups.

The expected future contribution during the next financial period is estimated as 36.32 Lakhs

38. Operating Segments

The Company is engaged in manufacturing of Egg Powder (part of Food Processing Industry), being the only operating segment and the operations are mainly in India. All assets of the Company are located in India. Accordingly there are no reportable segments as defined by the hid AS 108 'Operating Segments'.

Information of Major Customers

Revenue from sales to few customers exceeds 10% of the total revenue in FY 2023-24 and FY 2022-23. The amounts are not disclosed since these are considered sensitive information by the management.

39. Contingent Liabilities

As at March 31,2024, there are certain cases filed by past employees of the company at different forums and are at various stages of resolutions. One of the case is pending before the High Court of Karnataka and Nine other cases are pending before various labour courts. Though the exposure with respect to the above said cases cannot be quantified, the mangaement believes that the outcome of such cases would not have any material impact on company's financial position or operations.

40. Commitments

(i) The company has entered into an agreement with Bestovo Foods Private Limited for the purchase of plant and machinery amounting to INR 570 Lakhs, out of which an amount of ENR. 540 Lakhs has been paid as advance to the party

(ii) The company has entered into an agreement Infinity Pumps and Systems Private Limited for the purchase of Booster Pump (plant and machinery) amounting to INR 6.33 Lakhs, out of which an amount of 3.16 lakhs has been paid as advance to the vendor

(iii) The company has passed a resolution on March 11,2024 for purchase of4,000 equity shares of the company Greenergy Wind Corporation Private Limited at the rate of INR 100 per share from one of the KMP's, Mr Syed Fahad

B. Fair value hierarchy

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.

The Company categorises fair value measurements using a fair value hierarchy that is dependent on the valuation inputs used as follows:

a. Level 1 - Quoted prices (unadjusted) in an active market for identical assets or liabilities that the Company can assess at the measurement date

b. Level 2 - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly

c. Level 3 - Unobservable inputs for die assets or liabilities.

Fair value measurements that use inputs of different hierarchy levels are categorized in its entirety in the same level of the fair value hierarchy as the lowest level input

The management assessed that cash and cash equivalent, trade receivables, trade payables, other financial assets-others (current), other financial liability (current), lease liabilities (current) approximates their fair value largely due to short-term maturities of these instruments

The fair value of remaining financial instruments are determined on transaction date based on discounted cash flows calculated using lending/ borrowing rate. Subsequently, these are carried at amortized cost. There is no significant change in fair value of such liabilities and assets.

The following table presents the fair value measurement hierarchy of financial assets and liabilities measured at fair value on recurring basis as at March 31,2024 and March 31,2023.

Ovobel Foods Limited

Notes to the financial statements for the year ended 31st March, 2024

(All amounts in Indian Rupees Lakhs, except as otherwise stated)

42. Financial risk management objectives and policies

The Company’s principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Company to support its operations. The Company’s principal financial assets include investments, cash and cash equivalents and security deposits that derive directly from its operations.

The Company's activities exposes it to market risk, credit risk and liquidity risk. The Company's senior management oversees the management of these risks. The senior management ensures that the Company's financial risk activities are governed by appropriate policies and procedures and that financials risks are identified, measured and managed in accordance with Company's policies and risk objectives. The Company reviews and agrees on policies for managing each of these risks which are summarised below:

(a) Market Risk:

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: interest rate risk and currency risk. Financial instruments affected by market risk include investments, loans and borrowings, debt instrument, trade receivables, trade payables and lease liabilities.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of change in market interest rates. The Company's exposure to risk of changes in market interest rates relates primarily to the Company's long term debt obligations with floating interest rates.

Exposure to interest rate risk

The exposure of the Company's borrowing to interest rate changes at the end of the year are as follows:

(b) Credit risk

Credit risk arises from cash held with banks and financial institutions, as well as credit exposure to clients, including outstanding accounts receivable. The maximum exposure to credit risk is equal to the canying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors.

The Company monitors the exposure to credit risk on an ongoing basis through ageing analysis and historical collection experience. Outstanding customer receivables are regularly monitored by the senior management.

Accordingly the Company considers the credit risk low.

i) Trade receivables

Customer credit risk is managed by the Company subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer receivables are regularly monitored. To manage this, the company periodically assesses the financial reliability of customers, taking into account the financial condition, current economic trends, and analysis of historical bad debts and ageing of trade receivable. The Company creates allowance for all trade receivables based on lifetime expected credit loss model (ECL). The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets. The Company has ECGC ( Export Credit Guarantee Corporation) cover which provides protection against risk in relation to export debtors.

(ii) Other financial assets

Other financial assets includes security deposits, interest accrued on non convertible debentures and deposits with banks. Cash and cash equivalents and interest receivable are placed with a reputable financial institution with high credit ratings and no history of default.

(c) Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Company's financing activities are managed centrally by maintaining an adequate level of cash and cash equivalents to finance the Company's operations. Typically the Company ensures that it has sufficient cash on demand to meet expected short term operational expenses. The Company manages its surplus funds centrally by placing them with reputable financial institution with high credit rating and no history of default

43. Capital management

For the purpose of the Company’s capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders of the Company. The primary objective of the Company’s capital management is to maintain strong credit rating and healthy capital ratios in order to support its business and maximise the shareholder value.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company’s policy is to keep the net debt equivalent to net worth. Hence, there will not be any effective capital gearing. The Company includes within net debt, interest bearing borrowings, trade and other payables, other financial liabilities, lease liabilities less cash and cash equivalents, Bank balances other than cash and cash equivalents and fixed deposits.

Notes to the financial statements for the year ended 31st March, 2024

(All amounts in Indian Rupees Lakhs, except as otherwise stated)

46. Code on Social Security, 2020

The Code on Social Security, 2020 ('the code') relating to employee benefits during employment and post employment benefits and received Indian parliament’s approval and presidential assent in September 2020. The code has been published in the gazette of India and subsequently, on November 13,2020, draft rules have been published and stakeholders’ suggestions for invited. However, the date on which the code will come into effect has not been notified. The company will assess the impact of the code when it comes to effect and will record any related impact in the period the code becomes effective.

47. Other Statutory Information

i) The Company do not have any Benami properly, where any proceeding has been initiated or pending against the Company for holding any Benami property.

ii) The Company do not have any charges or satisfaction which is yet to be registered with Registrar of Companies ('ROC') beyond the statutory period, other than those disclosed below:

iii) The Company has not been declared as wilful defaulter by any bank or financial institutions or other lenders.

iv) The title deeds of all of the immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the lessee) disclosed in the financial statements are held in the name of the Company.

v) During the year, the Company has not revalued its Property, Plant and Equipments.

vi) The Company has no layers as prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of layers) Rules, 2017

vii) 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

viii) 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 Company (Ultimate Beneficiaries); or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

ix) The Company have not 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.

x) The Company do not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.

48. There are no events after the reporting period that are required to be disclosed in the standalone financial statements.

49. Absolute amounts less than Rs. 500 are appearing in the Standalone Financial Statements as "0.00" due to presentation in lakhs

50. The Company uses Tally Prime, an accounting software for maintaining books of account which has a feature of recording audit trail (edit log) facility and the same is enabled from February 17, 2024. The software used for maintaining payroll records i.e. Saral Pay Pack has no edit log feature, presently. Further, no instance of audit trail feature being tampered which was noted in respect of the accounting software.

51. Pursuant to the Ministry of corporate affairs (“MCA”) notification dated August 05, 2022 relating to maintenance of electronic books of accounts as per Rule 3 of the Companies (Accounts) rules, 2014 of of section 128 of Companies Act, 2013, the Company maintains the data in electronic mode and the applications are accessible in India all times. Presently, the Company is taking backup on a fortnightly basis and stored in servers located in India. The Company is taking necessary steps to ensure backup is taken on a daily basis to comply with the said provisions of the Act.

52. Figures of the previous period have been regrouped, wherever considered necessary to make them comparable to current year's figures.