We have audited the accompanying standalone financial statements
of Bikaji Foods International Limited ("the Company"), which
comprise the Balance Sheet as at March 31,2025, and the Statement
of Profit and Loss, including Other Comprehensive Income,
Statement of Changes in Equity and Statement of Cash Flows for the
year then ended and notes to the standalone financial statements,
including material accounting policy information and other
explanatory information (hereinafter referred to as the "standalone
financial statements").
In our opinion and to the best of our information and according to
the explanations given to us, the aforesaid standalone financial
statements give the information required by the Companies Act,
2013 ("the Act') in the manner so required and give a true and
fair view in conformity with the Indian Accounting Standards
prescribed under section 133 of the Act read with Companies (Indian
Accounting Standards) Rules, 2015, as amended ("Ind AS") and
other accounting principles generally accepted in India, of the state
of affairs of the Company as at March 31, 2025, and its profit, other
comprehensive income, changes in equity and its cash flows for the
year ended on that date.
Basis for Opinion
We conducted our audit of the standalone financial statements in
accordance with the Standards on Auditing (SAs) specified under section
143(10) of the Act. Our responsibilities under those Standards are further
described in the Auditor's Responsibilities for the Audit of the Standalone
Financial Statements' section of our report. We are independent of the
Company in accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India ("ICAI") together with the ethical
requirements that are relevant to our audit of the standalone financial
statements under the provisions of the Act and the Rules thereunder,
and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit
evidence obtained by us is sufficient and appropriate to provide a basis
for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the standalone
financial statements for the year ended March 31, 2025. These
matters were addressed in the context of our audit of the standalone
financial statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters. We have
determined the matters described below to be the key audit matters
to be communicated in our report.
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Sr.
Key Audit Matters
No
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How the Key Audit Matters was addressed in our audit
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1 Revenue Recognition (Refer note 2.2 (a) to the standalone
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Our key audit procedures around revenue recognition includes
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financial statements)
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but were not limited to, the following:
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The Company recognizes revenues when control of the goods
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• Evaluated the appropriateness of Company's accounting
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is transferred to the customer at an amount that reflects the
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policy on revenue recognition in accordance with the
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consideration to which the Company expects to receive in
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requirements of Indian Accounting standard 115 "Revenue
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exchange for those goods. In determining the sales price, the
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from contracts with customers" ('Ind AS 115').
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Company considers the effects of variable consideration (rebates
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• Evaluated the design, implementation and tested the
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and discounts). The terms of arrangements vary in respect to
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operating effectiveness of the relevant key controls with
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domestic and exports sales, including the timing of transfer of
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respect to revenue recognition including general information
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control, the nature of discount and rebates arrangements, delivery
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and technology control environment, key IT application
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specifications and other contractual terms.
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controls over the Company's IT systems which govern
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Owing to the volume of sales transactions spread across various
locations and geographies along with varied terms of contracts
with customers, there is a risk of revenue being recognized before
control is transferred. Based on the above, revenue recognition has
been considered as a key audit matter.
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revenue recognition in the general ledger accounting system.
• Ensured completeness and existence assertion by
performing substantive testing on selected samples of
revenue transactions recorded during the year by testing
the underlying documents like contracts, invoices, goods
dispatch notes, shipping documents and customer receipts
wherever applicable and obtaining independence balance
confirmation from the customers at the balance sheet date.
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Sr.
No
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Key Audit Matters
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How the Key Audit Matters was addressed in our audit
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• Ensured cut off assertion by reviewing the Company's
revenue recognition policies, testing samples of revenue
transactions near the end of the reporting period and verified
shipping and billing documents to ensure that the revenue is
recorded in corrected accounting period.
• Assessed the underlying assumptions and estimates used for
determination of variable consideration and tested rebates
and discount provided to the customers on a sample basis,
comparing the same with underlying approvals and terms of
the contracts and schemes offered to customers.
• Performed analytical procedures on revenue recognized
during the year to identify and inquire on unusual variances,
if any and getting the reasons for variances confirmed from
the management of the Company.
• Tested on a sample basis, manual journal entries relating to
revenues identify and inquire on unusual items, if any.
• Assessed the appropriateness and adequacy of disclosures
in the financial statements to ensure they are accurate,
complete, and comply with the requirements of Ind AS 115 - '
Revenue from contracts with customer'.
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2
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Fair Valuation of Investments (Refer note 2.2 (s) to the
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Our key audit Procedures around fair valuation of investments
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standalone financial statements)
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includes but were not limited to, the following:
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As at March 31, 2025, the Company has investments of H 4,012.82
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• Evaluated the design, implementation, and operating
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lakhs in the form of various financial instruments such as equity
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effectiveness of controls over fair valuation of investments,
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shares, optionally convertible debentures and compulsory convertible
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including controls relating to review of future cash flow
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preference shares which are measured at fair value through
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forecasts and controls relating to review of assumptions of
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statement of profit and loss and other comprehensive income, as per
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discount rates and the long-term growth rates.
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requirements of applicable Ind AS.
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• Obtained report of external valuation specialist appointed by
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As per fair value measurement hierarchy under Ind AS 113, these
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the Management for the valuation of investment. Evaluated
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investments are categorised as Level 2 and Level 3 and accordingly
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the competence and objectivity of the valuation specialist
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inputs used for valuation are unobservable. The fair value is
determined basis management's estimate and assumptions which
included use of discounted cash flow model to estimate the fair
value and requires management to make significant estimates
and assumptions related to future cash flow forecasts (including
forecast of future revenue and operating margins), discount rates
and the long-term growth rates applied to these future cash flow
forecasts. Changes in these estimates and assumptions could have
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engaged by the management.
• Together with our internal valuation experts, assessed the
Company's valuation methodology applied in estimating the
fair value of the Investments and the appropriateness of the
valuation methodology applied, and also test reasonableness
of the assumptions around the key drivers of the cash flow
forecasts, i.e., future growth rates, discount rates used.
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a significant impact on the assessment of the fair value of these
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• Assessed the reasonableness of the input data for future
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investments and the consequential impact on gain/loss recognised
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cash flows, the historical accuracy of the Company estimates
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in statement of profit and loss and other comprehensive income.
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by comparing the forecasts used in the prior year model with
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Considering the material impact of the amounts involved, and
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the actual performance in the current year and its ability to
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the significant degree of management judgement and subjectivity
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produce accurate long-term forecasts.
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involved in the estimates and assumptions used in determining the
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• Evaluated the appropriateness and adequacy of disclosures
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fair values, we have determined fair valuation of such investments
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in the financial statements in compliance with the applicable
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as a key audit matter.
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accounting standards.
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Sr.
No
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Key Audit Matters
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How the Key Audit Matters was addressed in our audit
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3
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Impairment of Investment and Loans (Refer note 2.2 (q)(a)(iii) to
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Our key audit Procedures around Impairment of investments and
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the standalone financial statements):
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loans includes but were not limited to, the following:
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As at March 31, 2025, the Company has investments of H 14,051.77
lakhs to subsidiaries in the form of various financial instruments
such as equity shares and compulsory convertible debentures
which are measured at cost as per requirements of applicable Ind
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•
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Obtained the audited financial statements and unaudited
financial information of subsidiaries and others respectively
as on March 31, 2025 from the management and assessed
impairment indicators in accordance with Ind AS 36.
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AS. Further, the Company has outstanding loans receivables of H
6,011.51 lakhs to subsidiaries and others.
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•
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Assessed the Company's valuation methodology applied in
determining the recoverable amount.
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As per requirement of Ind AS 36 "Impairment of assets", the
management reviews at each reporting period whether there are
any indicators of impairment of the investments in subsidiaries and
where impairment indicators exist, such investments are tested for
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•
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Assessed the assumptions used in determining cash flow
forecasts, discount rates, expected growth rates and terminal
growth rates used.
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impairment using discounted cashflow models by which recoverable
value of each investment is compared to the carrying value as at
balance sheet date. A deficit between the recoverable value/value
in use and the carrying value would result in impairment.
The value in use of the underlying businesses is determined based
on the discounted cash flow projections. Discounted cash flow
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•
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Where the Company used the work of an external specialist,
we assessed competence, professional qualification,
objectivity and independence of such specialist. We obtained
and read the report of external specialist to understand the
work performed on testing of key assumptions and estimates
and their outcome of testing.
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model has significant judgment and estimation in respect of cash
flow forecasts and discount rate. Changes in certain methodologies
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•
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Involved our internal valuation specialist to evaluate the
adequacy of the assumptions used in impairment analysis.
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and assumptions can lead to significant changes in the assessment
of the recoverable value.
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•
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Assessed the recoverable value by performing sensitivity
testing of key assumptions used.
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Due to the level of judgements involved in the assumptions used for
computation of recoverable amount/ value in use, the impairment
assessment of the/ Company's interest in certain subsidiaries
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•
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Tested the arithmetical accuracy of the computation of
recoverable amount.
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including loans given and others, is determined to be a key audit
matter.
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•
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Assessed the disclosures provided by the Company in relation
to its annual impairment test in notes to the standalone
financial statements.
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Information Other than the Standalone Financial
Statements and Auditor’s Report Thereon
The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Management report, Chairman's statement, Director's
report, Business Responsibility and Sustainability Reporting etc but
does not include the standalone financial statements and our auditor's
report thereon. The Management report, Chairman's statement,
Director's report, Business Responsibility and Sustainability
Reporting etc. is expected to be made available to us after the date of
this auditor's report.
Our opinion on the standalone financial statements does not cover
the other information and we will 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 identified above
when it becomes available 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.
When we read the Management report, Chairman's statement,
Director's report, Business Responsibility and Sustainability
Reporting etc, if we conclude that there is a material misstatement
therein, we are required to communicate the matter to those charged
with governance under SA 720 'The Auditor's responsibilities Relating
to Other Information'.
Responsibilities of Management and Those Charged with
Governance for the Standalone Financial Statements
The Company's Board of Directors is responsible for the matters stated
in section 134(5) of the Act with respect to the preparation of these
standalone financial statements that give a true and fair view of the
financial position, financial performance, changes in equity and cash
flows of the Company in accordance with the accounting principles
generally accepted in India, including the Accounting Standards
specified under section 133 of the Act. This responsibility also
includes maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets of
the Company and for preventing and detecting frauds and other
irregularities; selection and application of appropriate accounting
policies; making judgments and estimates that are reasonable and
prudent; and design, implementation and maintenance of adequate
internal financial controls, that were operating effectively for
ensuring the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the standalone
financial statement that give a true and fair view and are free from
material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management
and Board of Directors are responsible for assessing the Company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either intends to
liquidate the Company or to cease operations, or has no realistic
alternative but to do so.
The Board of Directors are also responsible for overseeing the
Company's financial reporting process.
Auditor’s Responsibilities for the Audit of the Standalone
Financial Statements
Our objectives are to obtain reasonable assurance about whether the
standalone financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor's
report that includes our opinion. Reasonable assurance is a high
level of assurance, but is not a guarantee that an audit conducted
in accordance with SAs will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these standalone financial statements.
We give in "Annexure A" a detailed description of Auditor's
responsibilities for Audit of the Standalone Financial Statements.
Other Matter
The standalone financial statements of the Company for the year
ended March 31,2024, were audited by one of the joint auditors, i.e. M
S K A & Associates, when they were the joint auditors of the company
with another auditor whose report dated May 23, 2024, expressed an
unmodified opinion on those statements.
Report on Other Legal and Regulatory Requirements
1. As required by the Companies (Auditor's Report) Order, 2020
("the Order"), issued by the Central Government of India in
terms of sub-section ( 11) of section 143 of the Act, we give
in "Annexure B" a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.
(b) In our opinion, proper books of account as required by law
have been kept by the Company so far as it appears from
our examination of those books except for the matters
stated in the paragraph 2(h)(vi) below on reporting
under Rule 11(g).
(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 Flow dealt with by this
Report are in agreement with the books of account.
(d) In our opinion, the aforesaid standalone financial
statements comply with the Accounting Standards
specified under Section 133 of the Act.
(e) On the basis of the written representations received from
the directors as on March 31,2025 taken on record by the
Board of Directors, none of the directors are disqualified
as on March 31, 2025 from being appointed as a director
in terms of Section 164 (2) of the Act.
(f) With respect to the adequacy of the internal financial
controls with reference to standalone financial statements
of the Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure C".
(g) The reservation relating to the maintenance of accounts
and other matters connected therewith are as stated
in paragraph 2(b) above on reporting under Section
143(3)(b) and paragraph 2(h)(vi) below on reporting
under Rule 11(g).
(h) With respect to the other matters to be included in
the Auditor's Report in accordance with Rule 11 of the
Companies (Audit and Auditors) Rules, 2014, in our
opinion and to the best of our information and according
to the explanations given to us:
i. The Company has disclosed the impact of pending
litigations on its financial position in its standalone
financial statements - Refer Note 37 to the
standalone financial statements;
ii. The Company did not have any long-term contracts
including derivative contracts for which there were
any material foreseeable losses;
iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor Education
and Protection Fund by the Company.
iv. (1) The Management has represented that, to the
best of its knowledge and belief, no funds have
been advanced or loaned or invested (either
from borrowed funds or share premium or
any other sources or kind of funds) by the
Company to or in any other persons or entities,
including foreign entities ("Intermediaries"),
with the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of the
Company ("Ultimate Beneficiaries") or provide
The Board of Directors of the Company have
proposed finat dividend for the year which is subject
to the approvat of the members at the ensuing
Annuat Generat Meeting. The dividend dectared is in
accordance with section 123 of the Act to the extent
it appties to dectaration of dividend (Refer Note
43(b) to the Standatone financiat statements).
any guarantee, security or the like on behalf of
the Ultimate Beneficiaries.
(2) The Management has represented, that, to
the best of its knowledge and belief, no funds
have been received by the Company from any
persons or entities, including foreign entities
(Funding Parties), with the understanding,
whether recorded in writing or otherwise,
as on the date of this audit report, that the
Company shaft, 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 tike on
behaff of the Uttimate Beneficiaries.
(3) Based on the audit procedures performed that
have been considered reasonabte and appropriate
in the circumstances, and according to the
information and exptanations provided to us by the
Management in this regard nothing has come to
our notice that has caused us to betieve that the
representations under sub-ctause (i) and (ii) of Rute
11(e) as provided under (1) and ( 2) above, contain
any materiat mis-statement.
v. The finat dividend paid by the Company during
the year in respect of the same dectared for the
previous year is in accordance with section 123 of
the Companies Act 2013 to the extent it appties to
payment of dividend. However, the dividend amount
of H 0.75 takhs is unctaimed and yet to be paid on the
date of this audit report.
vi. Based on our examination which inctuded test
checks, the Company has used an accounting
software for maintaining its books of account,
which has a feature of recording the audit trait (edit
tog) facitity, except that audit trait feature was not
enabted throughout the year for certain retevant
transactions at the database tevet to tog any direct
changes as exptained in Note 52 to the Standatone
financiat statements.
Further, where enabted, the audit trait feature has
operated for the retevant transactions recorded in
the accounting software. Atso, during the course of
our audit, we did not come across any instance of the
audit trait feature being tampered with. in respect
of such accounting software. Additionatty, the audit
trait feature of prior year has been preserved by
the Company as per the statutory requirements for
record retention to the extent it was enabted and
recorded in previous year.
3. In our opinion, according to information, exptanations given to
us, the remuneration paid by the Company to its directors is
within the timits taid prescribed under Section 197 read with
Schedute V of the Act and the rutes thereunder.
For Ashok Shiv Gupta Co For M S K A & Associates
Chartered Accountants Chartered Accountants
ICAI Firm Registration No.:017049N ICAI Firm Registration No.: 105047W
Ashok Shiv Gupta Manish P Bathija
Partner Partner
Membership No.: 077775 Membership No.: 216706
UDIN: 25077775BMJMZI3553 UDIN: 25216706BMOQKJ2059
Ptace: Gurugram Ptace: Gurugram
Date: May 15, 2025 Date: May 15, 2025
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