3.13 Provisions and contingencies
A provision is recognised if, as a result of a past event, the Company has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows (representing the best estimate of the expenditure required to settle the present obligation at the balance sheet date) at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. Expected future operating losses are not provided for.
Contingencies
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or
more uncertain future events not wholly within the control of the Company or a present obligation that is not recognized because it is not probable that an outflow of economic resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot be measured reliably. The Company does not recognize a contingent liability but discloses its existence in the financial statements. A contingent asset is not recognized unless it becomes virtually certain that an inflow of economic benefits will arise. When an inflow of economic benefits is probable, contingent assets are disclosed in the financial statements. Contingent liabilities and contingent assets are reviewed at each balance sheet date.
3.14 Borrowing cost
Borrowing costs are interest and other costs (including exchange differences relating to foreign currency borrowings to the extent that they are regarded as an adjustment to interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to acquisition or construction of an asset which necessarily take a substantial period of time to get ready for their intended use are capitalised as part of the cost of that asset. Other borrowing costs are recognised as an expense in the period in which they are incurred. Investment income earned on the temporary investment of specific borrowings is deducted from the borrowing costs eligible for capitalisation.
3.15 Research and development expenditure
Revenue expenditure on research and development is recognised as an expense in the period in which they are incurred.
3.16 Earnings per share
The basic earnings per share is computed by dividing the net profit attributable to equity shareholders for the period by the weighted average number of equities shares outstanding during the year.
The diluted earnings per share is computed by dividing the net profit attributable to equity shareholders for the year by the weighted average number of equity and equivalent potential dilutive equity shares outstanding during the year, except where the result would be anti-dilutive.
3.17 Cash and cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.
3.18 Cash flow statement
Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non-cash nature, any deferrals or accruals of past or future operating receipts or payments and items of income or expenses associated with investing or financing cash flows. The cash flows from operating, investing and financing activities of the Company are segregated.
3.19 Dividend
The Company recognizes a liability to make cash distributions to equity shareholders when the distribution is authorized and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorized when it is approved by the shareholders of the Company.
4. Changes in material accounting policies
For the year ended 31 March 2026, there were no changes in material accounting policies.
5. Standard issued but not effective.
As on 31 March 2026, MCA has not issued any standards/ amendments to accounting standards which are effective from 1 April 2026.
18 Other equity (Contd..)
Nature and purpose of reserve and surplus and items of other comprehensive income
Capital reserve
Capital reserve is created for government subsidies and other liabilities.
Securities premium
Securities premium is used to record the premium received on issue of shares. It is utilised in accordance with the provisions of the Companies Act, 2013.
Retained earning
Retained earnings are the accumulated profits earned by the Company till date, less dividend paid to the shareholders. Cash flow hedge reserve, net of tax
The Company uses hedging instruments as part of its management of foreign currency risk associated with its highly probable forecast sale. For hedging foreign currency risk, the Company uses foreign currency forward contracts which are designated as cash flow hedges.
To the extent these hedges are effective; the change in fair value of the hedging instrument is recognised in the cash flow hedging reserve. Amounts recognised in the cash flow hedging reserve is reclassified to profit or loss when the hedged item affects profit or loss. For hedging interest rate risk, the Company uses interest rate swaps which are designated as cash flow hedges.
Remeasurement of defined benefit liability, net of tax
Remeasurements of defined benefit liability (asset) comprises actuarial gains and losses on defined benefit liability and return on plan assets (excluding interest income) and is considered as part of Retained Earnings.
Note 35 (a)
Income tax matters
Income tax demand comprise demand from the Indian tax authorities, upon completion of their tax review for the assessment years 2008-09. The tax demands are mainly on account of certain transfer pricing adjustments of expenses claimed by the Company under the Income Tax Act. The matters are pending before the Assessing Officer.
Custom duty matters
Custom duty demand comprise demand from the Office of the Commissioner of Custom of INR 14.77 Million (31 March 2025: INR 14.77 Million). The tax demands are mainly related to benefit received by the Company under Vishesh Krishi and Gram Udyog Yojana (VKGUY), which as per Department's contention, have been availed under incorrect and inadmissible notification. Management is of the view that such benefits are admissible and cannot be denied only because of incorrect mentioning of the notification. This litigation is pending before CESTAT (Custom Excise and Service Tax Appellate Tribunal).
The Company is contesting the demands and the management believes that its position will likely be upheld in the appellate process. The management believes that the ultimate outcome of these proceeding will not have a material adverse effect on the Company's financial position and results of operations.
Pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of the cash flow, if any, in respect of the above as it is determinable only on receipt judgements / decision pending with various forums/authorities.
Indirect tax matters
The above Indirect Tax matters comprise of five demands.
One demand in relation to Goods and Service Tax (GST) from the Office of the Commissioner, Central Tax, Pune - II, Commissionerate of INR 14.89 Million (31 March 2025: INR 14.89 Million) including penalty (excluding interest). The tax demands are mainly related to reclassification of HSN Code of certain products, which as per Department's contention, have been availed incorrectly. The entity plans to make an appeal before the Appellate Tribunal under section 109 of the Central Goods and Services Tax Act, 2017.
The second demand is in relation to CENVAT Credit availed from the Office of the Commissioner, Central Tax, Pune - II, Commissionerate of INR 17.02 Million (31 March 2025: INR 17.02 Million). The tax demands are mainly related to wrong avaiiment of CENVAT Credit. This litigation is pending before The Principal Commissioner (Revisionary Authority).
The third demand in relation to Central Goods and Service Tax (CGST) from the Office of the Joint Commissioner, Central Tax, Pune - II, Commissionerate of INR 103.27 Million (31 March 2025: 103.27 Million) including penalty (excluding interest) for four years. The tax demands are mainly related to reclassification of HSN Code of certain products, which as per Department's contention, have been availed incorrectly. This litigation is pending before Commissioner Appeals CGST, Pune. The Company has also received a demand from the Deputy Commissioner of State Tax, Pune of INR 41.26 Million (including tax, interest and penalty) for one of the years. This demand is included in third demand under CGST above, hence not disclosed separately. The Company has made an appeal before the Joint Commissioner (Appeal).
35. Contingent liabilities and commitments (Contd..)
The fourth demand is where the department has disallowed input tax credit amounting to INR 3.97 Million which was claimed by the Company on certain expenses on the ground that such credits were either not used in the course or furtherance of business or were specifically blocked under Section 17(5), resulting in recovery of ineligible ITC along with applicable interest and penalty. The company has filed appeal against the same before Joint. Commissioner, SGST, Pune.
The fifth demand is in relation to general penalty levied of INR 0.1 Million by department for discrepancies in Input Tax credit availed in September 2025. The company has filed an appeal against the said demand.
Other Matters
The core of the dispute revolves around an Impugned Order dated 01 December, 2025, in which the CGWA imposed an Environmental Compensation (EC) of INR 17.96 Million. The Company has filed an appeal before the National Green Tribunal against the Central Ground Water Authority (CGWA) and the Regional Director of the Central Ground Water Board (CGWB). The matter is currently listed for final arguments.
The Company has reviewed all its pending litigations and proceedings and has adequately provided for where the provision is required and disclosed as contingent liabilities where applicable, in its financial statements.
Note 35 (b)
Based on the Supreme Court judgement dated 28th February 2019, the Company has reassessed the components to be included in basic salary for the purpose of employer's contribution towards Provident Fund. However, there has been no corresponding amendment in the Act or Scheme framed under the Provident Fund Act, consequent to Supreme Court judgement. Management does not expect the Supreme Court decision to have any significant impact on the Company's financial position as at 31 March 2026.
38.Leases
Company as a lessee
The company's leases mainly comprises of buildings. The company leases buildings primarily for offices and warehouses.
The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
At the date of commencement of the lease, the Company recognises a right-of-use asset ("ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee.
The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right- of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term or useful life of the underlying asset.
The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made. A lease liability is remeasured upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments with a corresponding adjustment to the carrying value of Right-of-use assets.
Lease liability and Right-of-use assets is separately presented in the Balance Sheet and lease payments are classified as financing cash flows.
The company recognizes lease payments as operating expense on a straight line basis over the period of lease for certain short - term (less than or equal to twelve months) or low value arrangements.
40. Transfer pricing regulations
The Company has established a comprehensive system of maintenance of information and documentation as required by the transfer pricing legislation under section 92 - 92F of the Income Tax Act, 1961. The Company is in process of preparing related documentation for the financial year 2025-2026.
The management is of the opinion that its international transactions are at arm's length such that the aforesaid legislation will not have any impact on the financial statements, particularly on the amount of tax expense and that of provision for taxation as at and for the year ended 31 March 2026.
41. Segment Information
A. Business Segments
An operating segment is a component of the Company that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Company's other components, and for which discrete financial information is available. The Company recognizes its sale of Prepared Foods activity as its only primary business segment since its operations predominantly consist of manufacture and sale of Prepared Foods to its customers. The 'Chief Operating Decision Maker' monitors the operating results of the Company's business as single segment. Accordingly in context of 'Ind AS 108 - Operating Segments' the principle business of the Company constitute a single reportable segment. Geographically, primary segment in India and secondary segment is rest of the world, details of which are given below:-
41. Segment Information (Contd..)
B. Information about major customers
The following is the transactions by the Company with customers contributing to 10% or more of revenue from operations:
Revenue from the customers of the Company which are having more than 10 percent of the total revenue for the year ended 31 March 2026 is INR 3,489.51 Million (31 March 2025:INR 3,827.58 Million)
B. Post employment benefit plan
The Company operates the following post employment benefit plans:
The Company has a defined benefit plan, governed by the Payment of Gratuity Act, 1972 subsumed under the Code of Social Security. 2020 with effect from 21 November, 2025. Benefit plan entitles an employee, who has rendered at least five years of continuous service, to gratuity at the rate of fifteen days for every completed year of service or part thereof in excess of six months., based on the rates of wages last drawn by the employee concerned.
The defined benefit plan for gratuity is administered and funded through Tasty Bite Employees Gratuity Trust.
These defined benefit plans expose the Company to actuarial risk, such as longevity risk, interest rate risk, market (investment) risk and salary increment risk.
C. Funding
Gratuity Plan is funded by the Company. The funding requirements are based on the gratuity fund's actuarial measurement framework set out in the funding policies of the plan. The funding of Gratuity Plan is based on separate actuarial valuation for funding purposes for which assumption may differ from the assumptions set out in (E). Employees do not contribute to the plan.
The Company expects to pay INR 12.00 Million as contributions to its defined benefit plans in 2026-2027 (Forecast for 2025-26 was INR 10.00 Million)
42. Assets and liabilities relating to employee benefits (Contd..)
H) Exceptional Items - Statutory impact of new Labour Codes
Pursuant to the notification issued by the Ministry of Labour and Employment, the Code on Wages, 2019, the Code on Social Security, 2020, the Industrial Relations Code, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020 (collectively referred to as the "New Labour Codes”) became effective from 21 November 2025. The Company has assessed and disclosed the incremental impact of these changes' basis actuarial valuation and management estimates. Accordingly, the Company has recognized an incremental provision towards Gratuity amounting to INR 4.53 million in the financial statements for the year ended 31 March 2026 as an exceptional item.
The Government of India has notified rules to the New Labour Codes on 08 May 2026, however, state rules are yet to be notified. The Company is in the process of assessing the impact if any, of Central rules notified and continues to monitor the finalization of the state rules and clarifications from the Government on other aspects of the New Labour Codes and would provide appropriate accounting effect on the basis of such developments as and when needed.
E. AH Related Party Transactions entered during the year were in ordinary course of business and are on arm's length basis.
F. Regulation 23(2) of the Securities and Exchange Board of India ('SEBI') (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations'), require that all related party transactions and subsequent material modifications shall require prior approval of the audit committee. Regulation 23(4) of the Listing Regulations require that all material related party transactions and subsequent material modifications as defined by the audit committee under sub-regulation (2) shall require prior approval of the shareholders.
During the year ended 31 March 2026, the Company had entered into related party transactions with Mars Food UK Limited, a fellow subsidiary, aggregating to INR 648.88 million. Out of this, the Company did not obtain prior approval of the audit committee in respect of related party transactions aggregating to INR 48.92 million. These have been subsequently approved by the audit committee during the year.
Further, the Company did not obtain the prior approval of the shareholders for material related party transactions with the above-mentioned entity which exceeded the threshold specified in Schedule XII of the Listing Regulations by INR 94.47 million during the year ended 31 March 2026.
Subsequently, the Company initiated postal ballot circulated on 4 April 2026 for the post facto approval of the shareholders for the related party transactions with the above-mentioned entity for the financial year ended 31 March 2026 for an aggregate maximum value not exceeding INR 750 million, which was not passed with requisite majority.
The Company plans to re-initiate the process to obtain approval of the shareholders for ratification of above related party transactions. Accordingly, the management continues to account for the aforesaid related party transactions. Pending final outcome of the above matters no adjustment has been made to the financial statements in this regard.
No significant judgment is involved in evaluating when a customer obtains control of the promised goods. The payment is generally due within 30-60 days. There are no obligations on account of refunds or returns.
Disclosure for transaction price allocated to the remaining performance obligations
There is no remaining performance obligation for any contract for which revenue has been recognised till period end. Further, in accordance with paragraph 121 of Ind AS 115, the Company is not required to disclose information about its remaining performance obligation since the Company does not have any performance obligation that has an original expected duration of more than one year.
Determining the timing of satisfaction of performance obligations
There is no significant judgement involved in ascertaining the timing of satisfaction of performance obligations, in evaluating when a customer obtains control of promised goods, transaction price and allocation of it to the performance obligations.
Determining the transaction price and the amounts allocated to performance obligations
The transaction price ascertained for the single performance obligation of the Company (i.e. Sale of goods) is agreed in the contract with the customer. There is no variable consideration involved in the transaction price.
There is no difference between revenue recognised in the Statement of Profit and Loss and the contracted price.
Details of contract assets:
There are no contract assets as at 31 March 2026 and 31 March 2025. Refer note 12 for information on trade receivables.
45. Financial instruments - fair value
A. Accounting classification and fair values
The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy:
B. Measurement of fair value
Specific valuation technique used to value financial instruments include:
a) The use of quoted market price or dealer quotes of similar instruments
b) the fair value of interest rate swaps is calculated at the present value of the estimated future cash flows based on observable yield curves
c) the fair value of forward foreign exchange contracts and principle swap is determined using forward exchange rates at the balance sheet date
d) the fair value of the remaining financial instruments is determined using discounted cash flow analysis
All of the resulting fair value estimates, where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk
46. Financial instruments - risk management
A. Financial risk management
The Company has exposure to the following risk arising from financial instruments:
- credit risk (see (ii) below);
- liquidity risk (see (iii) below); and
- market risk (see (iv) below).
46. Financial instruments - risk management (Contd..)
i. Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors have established a Risk Management Framework, which is reviewed and monitored by the Chief Financial Officer (CFO). The CFO reports regularly to the board of directors.
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, through its training and established procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
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 auditors. Internal auditors undertake regular reviews of risk management controls and procedures, the results of which are reported to the Audit Committee.
ii. Credit risk
Credit risk is the risk of financial loss to the Company if a customer or a counterparty to a financial instrument fails to meet its contractual obligation, and arises principly from the Company's receivable from customer and loans, if any.
The carrying amounts of financial asset represents the maximum credit risk exposure.
Trade receivables are typically unsecured and are derived from revenue earned from customers located in India and outside India. Credit risk is managed by a periodic review of amounts outstanding from customers by treasury head and the chief financial officer. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain. The Company computes the expected credit loss allowance for trade receivables based on available external and internal credit risk factors such as the ageing of its dues, market information about the customer, industry information and the Company's historical experience for customers.
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including the default risk associated with the industry and country in which customers operate.
The Company limits its exposure to credit risk from trade receivables by establishing a maximum payment period for customers. Credit risk is also controlled by analysing credit limits and credit worthiness of customers on a continuous basis.
Refer Note 12 for the following information:
- Exposure to the credit risk for trade receivables by geographic region
- Exposure to the credit risk for trade receivables by type of counterparty (concentration of credit risk)
- Movement in the allowance for expected credit loss Also refer note 3.6 for policy related to impairment
Cash and cash equivalent and bank balances other than cash and cash equivalent ('collectively referred as Bank balance')
The Bank balance is held with Banks. Credit risk on Bank balance is limited as the Company generally invest in deposits with banks with high credit ratings assigned by domestic credit rating agencies. Bank balances comprising current accounts are maintained with banks with high credit ratings assigned by credit rating agencies.
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. 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, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company's treasury department is responsible for liquidity and funding. The Company manages its liquidity risk by continuously monitoring its working capital and by preparing month on month cash flow projections to monitor liquidity requirements.
The Company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The Company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived. The Company aims to maintain the level of its working capital at an amount in excess of expected cash outflows on account of financial liability over the next six months.
Market risk is the risk that changes in market prices - such as foreign exchange rates and interest rates, 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.
The Company is exposed to foreign exchange risk through purchases from overseas suppliers and sales to overseas customers in various foreign currencies. The Company uses derivatives to manage market risk. All such transactions are carried out within the guidelines set by the Company. Generally, the Company seeks to apply hedge accounting to manage volatility in profit or loss.
A) Currency risk
The Company is exposed to currency risk to the extent that there is a mismatch between the currencies in which sales, purchases and borrowings are denominated and the functional currency (INR) of the Company. The primary exposure of the company is in US Dollars (USD), British Pounds (GBP) and Euro (EUR).
The Company uses forward exchange contracts to hedge its currency risk, most with a maturity of less than one year from the reporting date. Such contracts are generally designated as cash flow hedges. At any point of time, the Company hedges 80% of its estimated foreign currency exposure in respect of forecasted sales.
Exposure to currency risk
The summary of quantitative data about the Company's exposure to currency risk as at reporting date is as follows:
Sensitivity analysis
A reasonably possible strengthening (weakening) of the US Dollar and other currencies against INR at 31 March would have affected the measurement of financial instruments denominated in foreign currency and affected equity and profit or loss by the amounts shown below. The analysis assume that all other variables as remain constant other than change in foreign currency rate to INR.
B) Interest rate risk
The Company adopts the policy of ensuring that between 80% and 90% of its interest rate risk exposure on its non-current borrowings is at a fixed rate. This is achieved partly by entering into fixed-rate instruments and partly by borrowing at floating rate and using interest rate swaps as hedges of the variability in cash flows to interest rate risk. Interest rate risk related to External Commercial Borrowings have been fully hedged using forward contracts on same dates as the loan are due for repayment. The company has repaid its external commercial borrowings during the year.
D) Other Risks
Financial assets carried at amortized cost as at 31 March 2026 is INR 1,052.49 Million (2025: INR 1,015.45 Million).
The Company has assessed the counterparty credit risk in connection with Cash and cash equivalents and Other bank balances amounting to INR 273.34 Million as at 31 March 2026 (2025: INR 153.87 Million).
Trade receivables amounting to INR 711.50 Million as at 31 March 2026 are valued at considering provision for allowance under the expected credit loss method. This assessment is based on the likelihood of the recoveries from the customers in the present situation. The Company closely monitors its customers who are going through financial stress and assesses actions such as change in payment terms, recognition of revenue on collection basis etc., depending on severity of each case.
Based on this internal assessment, the allowance for doubtful trade receivables is considered adequate.
D. The Company does not have transactions with companies struck off under section 248 of the Companies Act 2013 or section 560 of Companies Act 1956.
E. &nb956.
E. The Company does not hold any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made thereunder.
F. The Company has not availed borrowings from banks or financial institutions on the basis of security of current assets and has not been declared a wilful defaulter by any bank or financial institutions or government or government authority.
47. Additional regulatory information (Contd..)
G. The Company has not traded or invested in crypto currency or virtual currency during the current year.
H. A) The Company has not advanced or loaned or invested funds to any persons or entities, including foreign entities
(Intermediaries) with the understanding that the Intermediary shall:
i) 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
ii) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries
B) The Company has not received any fund from any persons or entities, including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
i) 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
ii) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.
I. The Company does not have any 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).
J. The Company does not have any charges, satisfaction of which is yet to be registered with Registrar of Companies (ROC) beyond the statutory period.
The accompanying notes referred to above form an integral part o
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