We were engaged to audit the accompanying standalone financial statements of Coffee Day Enterprises
Limited (‘the Company’), which comprise the standalone balance sheet as at March 31, 2025, and the
standalone statement of profit and loss (including other comprehensive income), standalone statement
of changes in equity and standalone statement of cash flows for the year then ended, and notes to the
standalone financial statements, including a summary of the material accounting policies and other
explanatory information (collectively referred to as the ‘standalone financial statements’).

We do not express an opinion on the accompanying standalone financial statements. Because of the
significance of the matter described in the Basis for Disclaimer of Opinion section of our report, we have
not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on
the standalone financial statements.

Basis for Disclaimer of Opinion

1. We have not been provided with sufficient evidence with respect to recoverability of dues from
group companies amounting to ? 1,630 Crores (refer Note 7B of the standalone financial
statements). We are therefore unable to comment on the recoverability of the stated balance
from group companies and the impact on the standalone financial statements.

2. Attention is drawn to Note 14 of the standalone financial statements, wherein instances of non¬
compliance with certain debt covenants including interest & principal repayment defaults have
been described. We also draw attention to the fact that the Company has not obtained the
balance confirmations on loans from lenders. In the absence of adequate and sufficient audit
evidence to establish the amounts payable to the lenders, we are unable to provide our opinion
on the correctness of these amounts reflected in the standalone financial statements and also
on their consequential impact including compliance with accrual concept of accounting and
potential tax liabilities.

The Management has not recognised interest in the case of one lender to the extent of ? 3.75
Crores on the loans outstanding as of March 31, 2025. The management has informed that the
lender has waived off the interest for the financial year ended 31.03.2025, however no
documentary evidence has been provided to us.

3. The Statement has been prepared by the Management and Board of Directors using the going
concern assumption (Refer Note 38 of the standalone financial statements). The matters detailed
in the above paragraphs may have a consequential implication on the Company’s ability to
continue as a going concern. We are therefore unable to comment on whether the going concern
basis for preparation of the standalone financial statements is appropriate.

Information other than the Standalone Financial Statements and Auditor’s Report thereon

The Company’s management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company’s annual report but does not include the
financial statements and our auditors’ 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.

Management’s Responsibilities for the Standalone Financial Statements

The Company’s management and Board of Directors are responsible for the matters stated in section
134(5) of the Act respect to the preparation of these standalone financial statements that give a true
and fair view of the state of affairs, profit/loss and other comprehensive income, changes in equity and
cash flows of the Company in accordance with the accounting principles generally accepted in India,
including the Indian Accounting Standards (Ind AS) 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 statements 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, 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 management either
intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors is also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Standalone Financial Statements

Our responsibility is to conduct an audit of the standalone financial statements in accordance with
Standards on Auditing and to issue an auditor’s report. However, because of the matter described in the
Basis for Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate
audit evidence to provide a basis for an audit opinion on these standalone financial statements.

We are independent in accordance with the ethical requirements in accordance with the Code of ethics
and provisions of the Act, that are relevant to our audit of the standalone financial statements and we
have fulfilled our other ethical responsibilities in accordance with the code of ethics and the
requirements under the Act.

Report on Other Legal and Regulatory Requirement

1. As required by the Companies (Auditors’ Report) Order, 2020 (“the Order”) issued by the Central

Government in terms of section 143 (11) of the Act, we give in the “Annexure A” 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 of the aforesaid standalone
financial statements, except as stated in Basis for disclaimer opinion section.

b. Except for the possible effects of the matters described in the Basis of disclaimer opinion section
above, 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 standalone balance sheet, the standalone statement of profit and loss (including other
comprehensive income), the standalone statement of changes in equity and the standalone
statement of cash flows dealt with by this Report are in agreement with the books of accounts.

d. Except for the effects of the matter described in Basis for disclaimer opinion paragraph, the
aforesaid standalone financial statements comply with the Ind AS 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 is 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 financial
statements of the Company and the operating effectiveness of such controls, refer to our
separate Report in “Annexure B”.

g. With respect to the matter to be included in the Auditors’ Report under section 197(16), in our
opinion and according to the information and explanations given to us, the Company has not paid

any remuneration to its directors during the current year in accordance with the provisions of
Section 197 of the Act.

h. With respect to the other matters to be included in the Auditors’ 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 as at March 31, 2025 on its
financial position in its standalone financial statements - Refer Note 27 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; and

iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.

iv. a) The Management has represented that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) 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 or entity, including foreign entity
(“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that
the Intermediary shall, whether, 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;

b) The Management has represented, that, to the best of its knowledge and belief, no funds
(which are material either individually or in the aggregate) have been received by the
Company from any person or entity, including foreign entity (“Funding Parties”), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
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;

c) Based on the audit procedures that have been considered reasonable and appropriate in
the circumstances, 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 (a) and (b)
above, contain any material misstatement.

v. The Company has not declared or paid any dividend during the year Hence we have no
comments on the compliance with section 123 of the Companies Act, 2013.

vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is
applicable from 1 April 2023. Based on our examination, which included test checks, the

Company has used accounting software for maintaining its books of account for the financial
year ended March 31,2025 which have 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
the audit trail feature being tampered with and the audit trail has been preserved by the
Company as per the statutory requirements for record retention.

For Venkatesh & Co.,

Chartered Accountants

Firm registration number: 004636S

Sd-

CA Hrishikesh D
Partner

Membership Number: 272865
Bangaluru,

Date: May 29, 2025
UDIN: 25272865BMLLAE8016