We have audited the accompanying standalone financialstatements of Bikaji Foods International Limited ( the
Company"), which comprise the Balance Sheet as at March31, 2026, and the Statement of Profit and Loss (including OtherComprehensive Income), the Statement of Changes in Equityand the Statement of Cash Flows for the year then ended, andnotes to the standalone financial statements, including materialaccounting 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 tothe explanations given to us, the aforesaid standalone financialstatements give the information required by the Companies Act,2013 ("the Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting Standardsprescribed under section 133 of the Act read with Companies(Indian Accounting Standards) Rules, 2015, as amended ("IndAS") and other accounting principles generally accepted in India,of the state of affairs of the Company as at March 31, 2026, andits profit (including other comprehensive income), changes inequity and cash flows for the year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (SAs) specified undersection 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit ofthe Standalone Financial Statements' section of our report. Weare independent of the Company in accordance with the Code ofEthics issued by the Institute of Chartered Accountants of Indiatogether with the ethical requirements that are relevant to ouraudit of the standalone financial statements under the provisionsof the Act and the Rules thereunder, and we have fulfilled our otherethical responsibilities in accordance with these requirementsand the Code of Ethics. We believe that the audit evidence we haveobtained is sufficient and appropriate to provide a basis for ouropinion on these standalone financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of thestandalone financial statements for the year ended March 31,2026. These matters were addressed in the context of our auditof the standalone financial statements as a whole, and in formingour opinion thereon, and we do not provide a separate opinion onthese matters. We have determined the matters described belowto be the key audit matters to be communicated in our report.
Sr.
No
How the Key Audit Matters was addressed in our audit
1
Revenue Recognition (Refer note 2.2 (a) to thestandalone financial statements)
The Company recognizes revenues when control of thegoods is transferred to the customer at an amount thatreflects the consideration to which the Company expectsto receive in exchange for those goods. In determiningthe sales price, the Company considers the effects ofvariable consideration (rebates and discounts). The termsof arrangements vary in respect to domestic and exportssales, including the timing of transfer of control, thenature of discount and rebates arrangements, deliveryspecifications and other contractual terms.
Our key audit procedures around revenue recognition includes but
were not limited to, the following:
• Evaluated the appropriateness of Company's accounting policyon revenue recognition in accordance with the requirements ofIndian Accounting standard 115 "Revenue from contracts withcustomers" (Ind AS 115').
• Evaluated the design, implementation and tested the operatingeffectiveness of the relevant key controls with respect to revenuerecognition including general information and technologycontrol environment, key IT application controls over theCompany's IT systems which govern revenue recognition in thegeneral ledger accounting system.
• Ensured completeness and existence assertion by performingsubstantive testing on selected samples of revenue transactionsrecorded during the year by testing the underlying documentslike contracts, invoices, goods dispatch notes, shippingdocuments and customer receipts wherever applicableand obtaining independence balance confirmation from thecustomers at the balance sheet date.
Owing to the volume of sales transactions spread acrossvarious locations and geographies along with varied termsof contracts with customers, there is a risk of revenuebeing recognized before control is transferred. Based onthe above, revenue recognition has been considered as akey audit matter.
• Ensured cut off assertion by reviewing the Company's revenuerecognition policies, testing samples of revenue transactionsnear the end of the reporting period and verified shipping andbilling documents to ensure that the revenue is recorded incorrected accounting period.
• Assessed the underlying assumptions and estimates used fordetermination of variable consideration and tested rebatesand discount provided to the customers on a sample basis,comparing the same with underlying approvals and terms ofthe contracts and schemes offered to customers.
• Performed analytical procedures on revenue recognized duringthe year to identify and inquire on unusual variances, if anyand getting the reasons for variances confirmed from themanagement of the Company.
• Tested on a sample basis, manual journal entries relating torevenues identify and inquire on unusual items, if any.
• Assessed the appropriateness and adequacy of disclosures inthe financial statements to ensure they are accurate, complete,and comply with the requirements of Ind AS 115 - Revenuefrom contracts with customer'.
2
Fair Valuation of Investments (Refer note 2.2 (s) to thestandalone financial statements)
As at March 31, 2026, the Company has investmentsof INR 3,590.97 lakhs in the form of various financialinstruments such as optionally convertible debenturesand compulsory convertible preference shares which aremeasured at fair value through statement of profit andloss, as per requirements of applicable Ind AS.
As per fair value measurement hierarchy under Ind AS113, these investments are categorised as Level 3 andaccordingly inputs used for valuation are unobservable. Thefair value is determined basis management's estimate andassumptions which included use of discounted cash flowmodel to estimate the fair value and requires managementto make significant estimates and assumptions relatedto future cash flow forecasts (including forecast of futurerevenue and operating margins), discount rates and thelong-term growth rates applied to these future cash flowforecasts. Changes in these estimates and assumptionscould have a significant impact on the assessment of the fairvalue of these investments and the consequential impact ongain/loss recognised in statement of profit and loss.Considering the material impact of the amounts involved,and the significant degree of management judgement andsubjectivity involved in the estimates and assumptionsused in determining the fair values, we have determinedfair valuation of such investments as a key audit matter.
Our key audit Procedures around fair valuation of investments
includes but were not limited to, the following:
• Evaluated the design, implementation, and operatingeffectiveness of controls over fair valuation of investments,including controls relating to review of future cash flowforecasts and controls relating to review of assumptions ofdiscount rates and the long-term growth rates.
• Obtained report of external valuation specialist appointed bythe Management for the valuation of investment. Evaluated thecompetence and objectivity of the valuation specialist engagedby the management.
• Together with our internal valuation experts, assessed theCompany's valuation methodology applied in estimating thefair value of the Investments and the appropriateness of thevaluation methodology applied, and also test reasonablenessof the assumptions around the key drivers of the cash flowforecasts, i.e., future growth rates, discount rates used.
• Assessed the reasonableness of the input data for future cashflows, the historical accuracy of the Company estimates bycomparing the forecasts used in the prior year model withthe actual performance in the current year and its ability toproduce accurate long-term forecasts.
• Evaluated the appropriateness and adequacy of disclosuresin the financial statements in compliance with the applicableaccounting standards.
3
Impairment of Investment and Loans (Refer note 2.2 (q)(a)(iii) to the standalone financial statements):
As at March 31, 2026, the Company has investmentsof INR 18,707.99 lakhs to subsidiaries in the form ofvarious financial instruments such as equity shares andcompulsory convertible debentures which are measuredat cost as per requirements of applicable Ind AS. Further,the Company has outstanding loans receivables ofINR 6,968.76 lakhs to subsidiaries and others.
Our key audit Procedures around Impairment of investments andloans includes but were not limited to, the following:
• Obtained the audited financial statements and unauditedfinancial information of subsidiaries and others respectivelyas on March 31, 2026 from the management and assessedimpairment indicators in accordance with Ind AS 36.
• Assessed the Company's valuation methodology applied indetermining the recoverable amount.
Key Audit MattersNo
As per requirement of Ind AS 36 "Impairment of assets",
•
Assessed the assumptions used in determining cash flow
the management reviews at each reporting period whether
forecasts, discount rates, expected growth rates and terminal
there are any indicators of impairment of the investments
growth rates used.
in subsidiaries and where impairment indicators exist,
Where the Company used the work of an external specialist,
such investments are tested for impairment using
we assessed competence, professional qualification, objectivity
discounted cashflow models by which recoverable value
and independence of such specialist. We obtained and read the
of each investment is compared to the carrying value as
report of external specialist to understand the work performed
at balance sheet date. A deficit between the recoverable
on testing of key assumptions and estimates and their
value/value in use and the carrying value would result in
outcome of testing.
impairment.
Involved our internal valuation specialist to evaluate the
The value in use of the underlying businesses isdetermined based on the discounted cash flow projections.
adequacy of the assumptions used in impairment analysis.
Discounted cash flow model has significant judgment andestimation in respect of cash flow forecasts and discount
Assessed the recoverable value by performing sensitivitytesting of key assumptions used.
rate. Changes in certain methodologies and assumptions
Tested the arithmetical accuracy of the computation of
can lead to significant changes in the assessment of the
recoverable amount.
recoverable value.
Assessed the disclosures provided by the Company in relation
Due to the level of judgements involved in the assumptions
to its annual impairment test in notes to the standalone
used for computation of recoverable amount/ value in use,the impairment assessment of the/ Company's interest incertain subsidiaries including loans given and others, isdetermined to be a key audit matter.
financial statements.
Information Other than the Standalone FinancialStatements and Auditor’s Report Thereon
The Company's Board of Directors is responsible for the otherinformation. The other information comprises the informationincluded in the Management report, Chairmans statement,Director's report, Business Responsibility and SustainabilityReporting etc. but does not include the standalone financialstatements and our auditor's report thereon. The Managementreport, Chairmans statement, Director's report, BusinessResponsibility and Sustainability Reporting etc. is expected to bemade available to us after the date of this audit report.
Our opinion on the standalone financial statements does notcover the other information and we will not express any form ofassurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the other informationidentified above and, in doing so, consider whether the otherinformation is materially inconsistent with the standalonefinancial statements or our knowledge obtained in the audit, orotherwise appears to be materially misstated.
When we read the Management report, Chairmans statement,Director's report, Business Responsibility and SustainabilityReporting etc., if we conclude that there is a materialmisstatement therein, we are required to communicate thematter to those charged with governance under SA 720 Theauditors Responsibilities Relating to Other Information'.
Responsibilities of Management and Board ofDirectors for the Standalone Financial Statements
The Company's Management and Board of Directors areresponsible for the matters stated in section 134(5) of the Act
with respect to the preparation of these standalone financialstatements that give a true and fair view of the financial position,financial performance, changes in equity and cash flows of theCompany in accordance with the accounting principles generallyaccepted in India, including the Indian Accounting Standardsspecified under section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding of theassets of the Company and for preventing and detecting fraudsand other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates thatare reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that wereoperating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the standalone financial statement that givea true and fair view and are free from material misstatement,whether due to fraud or error.
In preparing the standalone financial statements, the Boardof Directors of the Company are responsible for assessing theCompany's ability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors eitherintends to liquidate the Company or to cease operations, or hasno realistic alternative but to do so.
The Board of Directors is also responsible for overseeing theCompany's financial reporting process.
Auditor’s Responsibilities for the Audit of theStandalone Financial Statements
Our objectives are to obtain reasonable assurance about whetherthe standalone financial statements as a whole are free from
material misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee thatan audit conducted in accordance with SAs will always detect amaterial misstatement when it exists. Misstatements can arisefrom fraud or error and are considered material if, individually orin the aggregate, they could reasonably be expected to influencethe economic decisions of users taken on the basis of thesestandalone financial statements.
We give in "Annexure A" a detailed description of Auditor'sresponsibilities for Audit of the Standalone Financial Statements.
Other Matter
We did not audit the financial statements and other financialinformation, in respect of erstwhile wholly owned subsidiary forthe year ended March 31, 2025 (refer note 47), whose financialstatements include total assets of INR 3,076.46 lakhs as atMarch 31, 2025, and total revenues of INR 1,763.79 lakhs andnet cash inflows of INR 0.31 lakhs for the year ended March 31,2025 which have been audited by independent auditor of sucherstwhile wholly owned subsidiary and auditor's reports for suchannual financial statements, except for adjustments made toaccount for the common control business combination whichhave been audited by us. Our opinion is not modified in respectof this matter.
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 interms of sub-section (11) of section 143 of the Act, we givein "Annexure B" a statement on the matters specified inparagraphs 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 andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit ofthe aforesaid standalone financial statements.
(b) In our opinion, proper books of account as required bylaw relating to preparation of the aforesaid standalonefinancial statements have been kept by the Companyso far as it appears from our examination of thosebooks, except that in the absence of SOC Reportfor the period from January 01, 2026 to March 31,2026 for two of the applications , we are unable tocomment whether back-up of the books of accountand other books and papers maintained in electronicmode, have been kept in servers physically locatedin India on a daily basis and for the matters statedin the paragraph 2(h)(vi) below on reporting underRule 11(g) as explained in Note 51 to the standalonefinancial statements.
(c) The Balance Sheet, the Statement of Profit andLoss (including other comprehensive income), theStatement of Changes in Equity and the Statement ofCash Flows dealt with by this Report are in agreement
with the books of account maintained for the purposeof preparation of the standalone financial statements.
(d) In our opinion, the aforesaid standalone financialstatements comply with the Ind AS specified undersection 133 of the Act.
(e) On the basis of the written representations receivedfrom the directors as on March 31, 2026 takenon record by the Board of Directors, none of thedirectors are disqualified as on March 31, 2026 frombeing appointed as a director in terms of section 164(2) of the Act.
(f) The reservation relating to the maintenance ofaccounts and other matters connected therewith areas stated in paragraph 2(b) above on reporting undersection 143(3)(b) and paragraph 2(h)(vi) below onreporting under Rule 11(g).
(g) With respect to the adequacy of the internal financialcontrols with reference to standalone financialstatements of the Company and the operatingeffectiveness of such controls, refer to our separateReport in "Annexure C".
(h) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, inour opinion and to the best of our information andaccording to the explanations given to us:
i. The Company has disclosed the impact ofpending litigations on its financial position in itsstandalone financial statements - Refer Note37(A) to the standalone financial statements.
ii. The Company did not have any long-termcontracts including derivative contracts for whichthere were any material foreseeable losses.
iii. There are no amounts which are required tobe transferred to the Investor Education andProtection Fund by the Company during the yearended March 31, 2026.
iv. a) To the best of our knowledge and belief, as
disclosed in the note 50 to the standalonefinancial statements, no funds have beenadvanced or loaned or invested (eitherfrom borrowed funds or share premiumor any other sources or kind of funds) bythe Company to or in any other personsor entities, including foreign entities("Intermediaries"), with the understanding,whether recorded in writing or otherwise,that the Intermediary shall, directly orindirectly lend or invest in other personsor entities identified in any mannerwhatsoever by or on behalf of the Company("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf ofthe Ultimate Beneficiaries.
b) To the best of our knowledge and belief, asdisclosed in the note 50 to the standalonefinancial statements, no funds havebeen received by the Company from anypersons or entities, including foreignentities ("Funding Parties"), with theunderstanding, whether recorded inwriting or otherwise, that the Companyshall, directly or indirectly, lend or invest inother persons or entities identified in anymanner whatsoever by or on behalf of theFunding Party ("Ultimate Beneficiaries") orprovide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
c) Based on the audit procedures performedthat have been considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has caused usto believe that the representations undersub-clause (i) and (ii) of Rule 11(e) containany material misstatement.
v. The final dividend paid by the Company duringthe year in respect of the same declared forthe previous year is in accordance with section123 of the Companies Act 2013 to the extent itapplies to payment of dividend. However, thedividend amount of INR 0.65 lakhs is unclaimedand yet to be paid on the date of this audit report.
The Board of Directors of the Company haveproposed final dividend for the year which issubject to the approval of the members at theensuing Annual General Meeting. The dividenddeclared is in accordance with section 123 ofthe Act to the extent it applies to declarationof dividend. (Refer Note 43(b) to the standalonefinancial statements).
vi. Based on our examination which included testchecks, the Company has used accountingsoftwares for maintaining its books of accountwhich has a feature of recording audit trail(edit log) facility and the same has operatedthroughout the year for all relevant transactionsrecorded in the software except for two ofthe applications for the database level audittrail (edit log). For these 2 applications, in theabsence of coverage of audit trail (edit log) withrespect to database level in the independentauditor's report in relation to controls at theservice organization for accounting softwareused for preparation of financial statements,which is operated by third party software serviceprovider, we are unable to comment whetherthe audit trail feature of the database level ofthe said software was enabled and operatedthroughout the year for all relevant transactionsrecorded in the software.
Furthermore, where the audit trail feature wasenabled, it has operated throughout the yearfor all transactions recorded in the accountingsoftwares. Also, during the course of our audit,we did not come across any instance of the audittrail feature being tampered with in respect ofsuch accounting softwares. Additionally, theaudit trail feature of the prior years has beenpreserved by the Company as per the statutoryrequirements for record retention to the extentit was enabled and recorded in the respectiveyears. (Refer Note 51 to the standalonefinancial statements)
3. In our opinion, according to information, explanations givento us, the remuneration paid or provided by the Companyto its directors is within the limits laid prescribed undersection 197 of the Act.
For Ashok Shiv Gupta & Co. For M S K A & Associates LLP (Formerly
Chartered Accountants known as M S K A & Associates)
ICAI Firm Registration No. 017049N Chartered Accountants
ICAI Firm Registration No. 105047W/W101187
Prafful Bhojak Sachin Gupta
Partner Partner
Membership No.: 166845 Membership No.: 516594
UDIN: 26166845FRPQRL6535 UDIN: 26516594WVXZVD3961
Place: Gurugram Place: Gurugram
Date: May 21, 2026 Date: May 21, 2026