We have audited the accompanying standalone financial
statements of Bikaji Foods International Limited ( the
Company"), which comprise the Balance Sheet as at March
31, 2026, and the Statement of Profit and Loss (including Other
Comprehensive Income), the Statement of Changes in Equity
and the 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, 2026, and
its profit (including other comprehensive income), changes in
equity and 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 SAs 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
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 we have
obtained is sufficient and appropriate to provide a basis for our
opinion on these standalone financial statements.
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,
2026. 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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Key Audit Matters
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How the Key Audit Matters was addressed in our audit
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1
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Revenue Recognition (Refer note 2.2 (a) to the
standalone financial statements)
The Company recognizes revenues when control of the
goods is transferred to the customer at an amount that
reflects the consideration to which the Company expects
to receive in exchange for those goods. In determining
the sales price, the Company considers the effects of
variable consideration (rebates and discounts). The terms
of arrangements vary in respect to domestic and exports
sales, including the timing of transfer of control, the
nature of discount and rebates arrangements, delivery
specifications and other contractual terms.
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Our key audit procedures around revenue recognition includes but
were not limited to, the following:
• Evaluated the appropriateness of Company's accounting policy
on revenue recognition in accordance with the requirements of
Indian Accounting standard 115 "Revenue from contracts with
customers" (Ind AS 115').
• Evaluated the design, implementation and tested the operating
effectiveness of the relevant key controls with respect to revenue
recognition including general information and technology
control environment, key IT application controls over the
Company's IT systems which govern 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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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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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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• 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
standalone financial statements)
As at March 31, 2026, the Company has investments
of INR 3,590.97 lakhs in the form of various financial
instruments such as optionally convertible debentures
and compulsory convertible preference shares which are
measured at fair value through statement of profit and
loss, as per requirements of applicable Ind AS.
As per fair value measurement hierarchy under Ind AS
113, these investments are categorised as Level 3 and
accordingly 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 a significant impact on the assessment of the fair
value of these investments and the consequential impact on
gain/loss recognised in statement of profit and loss.
Considering the material impact of the amounts involved,
and the significant degree of management judgement and
subjectivity involved in the estimates and assumptions
used in determining the fair values, we have determined
fair valuation of such investments as a key audit matter.
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Our key audit Procedures around fair valuation of investments
includes but were not limited to, the following:
• Evaluated the design, implementation, and operating
effectiveness of controls over fair valuation of investments,
including controls relating to review of future cash flow
forecasts and controls relating to review of assumptions of
discount rates and the long-term growth rates.
• Obtained report of external valuation specialist appointed by
the Management for the valuation of investment. Evaluated the
competence and objectivity of the valuation specialist 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.
• Assessed the reasonableness of the input data for future cash
flows, the historical accuracy of the Company estimates by
comparing the forecasts used in the prior year model with
the actual performance in the current year and its ability to
produce accurate long-term forecasts.
• Evaluated the appropriateness and adequacy of disclosures
in the financial statements in compliance with the applicable
accounting standards.
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3
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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 investments
of INR 18,707.99 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 AS. Further,
the Company has outstanding loans receivables of
INR 6,968.76 lakhs to subsidiaries and others.
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Our key audit Procedures around Impairment of investments and
loans includes but were not limited to, the following:
• Obtained the audited financial statements and unaudited
financial information of subsidiaries and others respectively
as on March 31, 2026 from the management and assessed
impairment indicators in accordance with Ind AS 36.
• Assessed the Company's valuation methodology applied in
determining the recoverable amount.
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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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As per requirement of Ind AS 36 "Impairment of assets",
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Assessed the assumptions used in determining cash flow
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the management reviews at each reporting period whether
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forecasts, discount rates, expected growth rates and terminal
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there are any indicators of impairment of the investments
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growth rates used.
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in subsidiaries and where impairment indicators exist,
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Where the Company used the work of an external specialist,
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such investments are tested for impairment using
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we assessed competence, professional qualification, objectivity
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discounted cashflow models by which recoverable value
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and independence of such specialist. We obtained and read the
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of each investment is compared to the carrying value as
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report of external specialist to understand the work performed
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at balance sheet date. A deficit between the recoverable
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on testing of key assumptions and estimates and their
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value/value in use and the carrying value would result in
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outcome of testing.
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impairment.
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Involved our internal valuation specialist to evaluate the
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The value in use of the underlying businesses is
determined based on the discounted cash flow projections.
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adequacy of the assumptions used in impairment analysis.
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Discounted cash flow model has significant judgment and
estimation in respect of cash flow forecasts and discount
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Assessed the recoverable value by performing sensitivity
testing of key assumptions used.
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rate. Changes in certain methodologies and assumptions
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Tested the arithmetical accuracy of the computation of
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can lead to significant changes in the assessment of the
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recoverable amount.
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recoverable value.
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Assessed the disclosures provided by the Company in relation
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Due to the level of judgements involved in the assumptions
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to its annual impairment test in notes to the standalone
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used for computation of recoverable amount/ value in use,
the impairment assessment of the/ Company's interest in
certain subsidiaries including loans given and others, is
determined to be a key audit matter.
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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, Chairmans 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, Chairmans statement, Director's report, Business
Responsibility and Sustainability Reporting etc. is expected to be
made available to us after the date of this audit 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 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, Chairmans 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
auditors Responsibilities Relating to Other Information'.
Responsibilities of Management and Board of
Directors 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
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 Indian 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 Board
of Directors of the Company 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 is 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
We did not audit the financial statements and other financial
information, in respect of erstwhile wholly owned subsidiary for
the year ended March 31, 2025 (refer note 47), whose financial
statements include total assets of INR 3,076.46 lakhs as at
March 31, 2025, and total revenues of INR 1,763.79 lakhs and
net cash inflows of INR 0.31 lakhs for the year ended March 31,
2025 which have been audited by independent auditor of such
erstwhile wholly owned subsidiary and auditor's reports for such
annual financial statements, except for adjustments made to
account for the common control business combination which
have been audited by us. Our opinion is not modified in respect
of 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 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 of
the aforesaid standalone financial statements.
(b) In our opinion, proper books of account as required by
law relating to preparation of the aforesaid standalone
financial statements have been kept by the Company
so far as it appears from our examination of those
books, except that in the absence of SOC Report
for the period from January 01, 2026 to March 31,
2026 for two of the applications , we are unable to
comment whether back-up of the books of account
and other books and papers maintained in electronic
mode, have been kept in servers physically located
in India on a daily basis and for the matters stated
in the paragraph 2(h)(vi) below on reporting under
Rule 11(g) as explained in Note 51 to the standalone
financial statements.
(c) The Balance Sheet, the Statement of Profit and
Loss (including other comprehensive income), the
Statement of Changes in Equity and the Statement of
Cash Flows dealt with by this Report are in agreement
with the books of account maintained for the purpose
of preparation of the standalone financial statements.
(d) In our opinion, 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, 2026 taken
on record by the Board of Directors, none of the
directors are disqualified as on March 31, 2026 from
being appointed as a director in terms of section 164
(2) of the Act.
(f) 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).
(g) 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".
(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(A) 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 are no amounts which are required to
be transferred to the Investor Education and
Protection Fund by the Company during the year
ended March 31, 2026.
iv. a) To the best of our knowledge and belief, as
disclosed in the note 50 to the standalone
financial statements, 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 any
guarantee, security or the like on behalf of
the Ultimate Beneficiaries.
b) To the best of our knowledge and belief, as
disclosed in the note 50 to the standalone
financial statements, 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, that the Company
shall, 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 performed
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) contain
any material misstatement.
v. The final dividend paid by the Company during
the year in respect of the same declared for
the previous year is in accordance with section
123 of the Companies Act 2013 to the extent it
applies to payment of dividend. However, the
dividend amount of INR 0.65 lakhs is unclaimed
and yet to be paid on the date of this audit report.
The Board of Directors of the Company have
proposed final dividend for the year which is
subject to the approval of the members at the
ensuing Annual General Meeting. The dividend
declared is in accordance with section 123 of
the Act to the extent it applies to declaration
of dividend. (Refer Note 43(b) to the standalone
financial statements).
vi. Based on our examination which included test
checks, the Company has used accounting
softwares for maintaining its books of account
which has 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 except for two of
the applications for the database level audit
trail (edit log). For these 2 applications, in the
absence of coverage of audit trail (edit log) with
respect to database level in the independent
auditor's report in relation to controls at the
service organization for accounting software
used for preparation of financial statements,
which is operated by third party software service
provider, we are unable to comment whether
the audit trail feature of the database level of
the said software was enabled and operated
throughout the year for all relevant transactions
recorded in the software.
Furthermore, where the audit trail feature was
enabled, it has operated throughout the year
for all transactions recorded in the accounting
softwares. Also, during the course of our audit,
we did not come across any instance of the audit
trail feature being tampered with in respect of
such accounting softwares. Additionally, the
audit trail feature of the prior years has been
preserved by the Company as per the statutory
requirements for record retention to the extent
it was enabled and recorded in the respective
years. (Refer Note 51 to the standalone
financial statements)
3. In our opinion, according to information, explanations given
to us, the remuneration paid or provided by the Company
to its directors is within the limits laid prescribed under
section 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
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