Auditor Report of Bikaji Foods International Ltd.

Mar 31, 2025

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.

Sr. Key Audit Matters No	How the Key Audit Matters was addressed in our audit
1 Revenue Recognition (Refer note 2.2 (a) to the standalone	Our key audit procedures around revenue recognition includes
financial statements)	but were not limited to, the following:
The Company recognizes revenues when control of the goods	• Evaluated the appropriateness of Company''s accounting
is transferred to the customer at an amount that reflects the	policy on revenue recognition in accordance with the
consideration to which the Company expects to receive in	requirements of Indian Accounting standard 115 "Revenue
exchange for those goods. In determining the sales price, the	from contracts with customers" (''Ind AS 115'').
Company considers the effects of variable consideration (rebates	• Evaluated the design, implementation and tested the
and discounts). The terms of arrangements vary in respect to	operating effectiveness of the relevant key controls with
domestic and exports sales, including the timing of transfer of	respect to revenue recognition including general information
control, the nature of discount and rebates arrangements, delivery	and technology control environment, key IT application
specifications and other contractual terms.	controls over the Company''s IT systems which govern
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.	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.

Sr. No	Key Audit Matters	How the Key Audit Matters was addressed in our audit
		• 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''.
2	Fair Valuation of Investments (Refer note 2.2 (s) to the	Our key audit Procedures around fair valuation of investments
	standalone financial statements)	includes but were not limited to, the following:
	As at March 31, 2025, the Company has investments of H 4,012.82	• Evaluated the design, implementation, and operating
	lakhs in the form of various financial instruments such as equity	effectiveness of controls over fair valuation of investments,
	shares, optionally convertible debentures and compulsory convertible	including controls relating to review of future cash flow
	preference shares which are measured at fair value through	forecasts and controls relating to review of assumptions of
	statement of profit and loss and other comprehensive income, as per	discount rates and the long-term growth rates.
	requirements of applicable Ind AS.	• Obtained report of external valuation specialist appointed by
	As per fair value measurement hierarchy under Ind AS 113, these	the Management for the valuation of investment. Evaluated
	investments are categorised as Level 2 and Level 3 and accordingly	the competence and objectivity of the valuation specialist
	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	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.
	a significant impact on the assessment of the fair value of these	• Assessed the reasonableness of the input data for future
	investments and the consequential impact on gain/loss recognised	cash flows, the historical accuracy of the Company estimates
	in statement of profit and loss and other comprehensive income.	by comparing the forecasts used in the prior year model with
	Considering the material impact of the amounts involved, and	the actual performance in the current year and its ability to
	the significant degree of management judgement and subjectivity	produce accurate long-term forecasts.
	involved in the estimates and assumptions used in determining the	• Evaluated the appropriateness and adequacy of disclosures
	fair values, we have determined fair valuation of such investments	in the financial statements in compliance with the applicable
	as a key audit matter.	accounting standards.

Sr. No	Key Audit Matters	How the Key Audit Matters was addressed in our audit
3	Impairment of Investment and Loans (Refer note 2.2 (q)(a)(iii) to	Our key audit Procedures around Impairment of investments and
	the standalone financial statements):	loans includes but were not limited to, the following:
	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	•	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.
	AS. Further, the Company has outstanding loans receivables of H 6,011.51 lakhs to subsidiaries and others.	•	Assessed the Company''s valuation methodology applied in determining the recoverable amount.
	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	•	Assessed the assumptions used in determining cash flow forecasts, discount rates, expected growth rates and terminal growth rates used.
	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	•	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.
	model has significant judgment and estimation in respect of cash flow forecasts and discount rate. Changes in certain methodologies	•	Involved our internal valuation specialist to evaluate the adequacy of the assumptions used in impairment analysis.
	and assumptions can lead to significant changes in the assessment of the recoverable value.	•	Assessed the recoverable value by performing sensitivity testing of key assumptions used.
	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	•	Tested the arithmetical accuracy of the computation of recoverable amount.
	including loans given and others, is determined to be a key audit matter.	•	Assessed the disclosures provided by the Company in relation to its annual impairment test in notes to the standalone financial statements.

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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Mar 31, 2024

We have audited the accompanying standalone financial statements of Bikaji Foods International Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2024, 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, 2024, and 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.

Emphasis of Matter

We draw your attention to Note 48 to the standalone financial statements in respect of the Composite Scheme of Amalgamation (the "Scheme") between the Company and Hanuman Agrofood Private Limited ("Transferor Company"). The Scheme has been approved by the Jaipur Bench of the Hon''ble National Company Law Tribunal (''NCLT'') vide its order dated January 05, 2024, with an appointed date of April 01, 2022. Consequent to the merger, the accounting treatment to the Scheme has been given effect to from the appointed date instead of date required under Ind AS 103 - Business Combinations, which is the date of control establishment i.e. November 24, 2022. Accordingly, the figures for the comparative financial year have been restated to give effect to the aforesaid merger with effect from the April 01, 2022, as per the requirement of General circular no. 09/2019 dated August 21, 2019, of the Companies Act, 2013.

Our opinion is not modified in respect of this matter.

Key Audit Matter

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, 2024. 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.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
1	Revenue Recognition (Refer note 2.2 (B) 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.	Our key audit procedures around revenue recognition includes but were not limited to, the following: 1. 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''). 2. 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.

Sr. No	Key Audit Matter	How the Key Audit Matter was addressed in our audit
	Owing to the volume of sales transactions spread across	3. Ensured completeness and existence assertion by
	various locations and geographies along with varied terms	performing substantive testing on selected samples of
	of contracts with customers, there is a risk of revenue	revenue transactions recorded during the year by testing the
	being recognized before control is transferred. Based on	underlying documents like contracts, invoices, goods despatch
	above, revenue recognition has been considered as a key	notes, shipping documents and customer receipts wherever
	audit matter.	applicable and obtaining independence balance confirmation from the customers at the balance sheet date. 4. 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. 5. 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. 6. Performed analytical procedures on revenue recognised 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. 7. Tested on a sample basis, manual journal entries relating to revenues identify and inquire on unusual items, if any. 8. Assessed the appropriateness and adequacy of disclosures in the standalone financial statements to ensure they are accurate, complete, and comply with the requirements of Ind AS 115 - '' Revenue from contracts with customer''.
2	Fair Valuation of Investments (Refer note 2.2 (S) to the	Our key audit Procedures around fair valuation of investments
	standalone financial statements)	includes but were not limited to, the following:
	As at March 31, 2024, the Company has total investment of	1. Evaluated the design, implementation, and operating
	H 5,951.14 lakhs in the form of various financial instruments	effectiveness of controls over fair valuation of investments,
	such as equity shares and optionally convertible debentures,	including controls relating to review of future cash flow
	which are measured at fair value through statement of	forecasts and controls relating to review of assumptions of
	profit and loss and other comprehensive income, as per	discount rates and the long-term growth rates.
	requirements of applicable Ind AS.	2. Obtained report of external valuation specialist appointed by
	As per fair value measurement hierarchy under Ind AS 113,	the Management for the valuation of investment. Evaluated the
	these investments are categorised as Level 3 and accordingly	competence and objectivity of the valuation specialist engaged
	inputs used for valuation are unobservable. The fair value is	by the management.
	determined basis management''s estimate and assumptions	3. Together with our internal valuation experts, assessed the
	which included use of discounted cash flow model to estimate	Company''s valuation methodology applied in estimating the
	the fair value and requires management to make significant	fair value of the Investments and the appropriateness of the
	estimates and assumptions related to future cash flow	valuation methodology applied, and also tested reasonableness
	forecasts (including forecast of future revenue and operating	of the assumptions around the key drivers of the cash flow
	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	forecasts, i.e., future growth rates, discount rates used. 4. 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
	consequential impact on gain/loss recognised in statement of profit and loss and other comprehensive income. 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.	the actual performance in the current year and its ability to produce accurate long-term forecasts. 5. Evaluated the appropriateness and adequacy of disclosures in the standalone financial statements in compliance with the applicable accounting standards.

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 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 restated standalone special purpose financial statements of the Company for the year ended March 31, 2023, were audited by one of the joint auditors, M Surana & Company, Chartered Accountants, whose report dated May 22, 2024 expressed an unmodified opinion on those statements.

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.

(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 Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Statement of Changes in Equity and the 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, 2024 taken

In regard to the MARG software:

Based on our examination, the Company has used an accounting software for maintaining its books of account pertaining to accounting transactions recorded during the year ended March 31, 2024, which has a feature of recording audit trail (edit log) facility. Further, the audit trail feature was enabled at the application level and at the database level to log any direct data changes. However, we are unable to verify whether the audit trail feature has been operated throughout the year for all relevant transactions recorded in the accounting software during the year ended March 31, 2024, and also, were unable to comment as to whether there were any instances of the audit trail feature been tampered with.

In regard to the HRMS software:

Based on our examination, the Company has used an software for maintaining its books of accounts pertaining to payroll processing during the year ended March 31, 2024, which is operated by a third-party software service provider. The software has a feature of recording audit trail (edit log) facility, which has been enabled during the year for all relevant transactions at the

on record by the Board of Directors, none of the directors are disqualified as on March 31, 2024 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 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 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.

(3) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided to us by the Management in this regard nothing has come to our notice that has caused us to believe that the representations under subclause (i) and (ii) of Rule 11(e) as provided under (1) and (2) above, contain any material mis-statement.

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 H 0.49 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. In regard to the Microsoft Dynamic Software:

Based on our examination, the Company has used an accounting software for maintaining its books of account pertaining to accounting transactions recorded during the year ended March 31, 2024, which has a feature of recording the audit trail (edit log) facility, except that the audit trail feature was enabled for certain relevant transactions at the database level only with effect from February 13, 2024 to log any direct data changes.

Further, the audit trail feature has been operated throughout the year for all relevant transactions recorded in the accounting software at application level, however, the audit trail feature has been operated only from February 13, 2024 to March 31, 2024 for certain relevant transactions recorded in this accounting software at the database level. Also, during the course of our examination, we did not come across any instance of audit trail feature being tampered with, in respect of the accounting software for the period for which the audit trail was enabled and operating.

application level and at database level to log any direct data changes.

However, in the absence of independent service auditors report, we are unable to comment whether the software operated throughout the year for all relevant transactions recorded in the software during the year ended March 31, 2024. Further, we are unable to comment as to whether there were any instances of the audit trail feature been tampered with.

As proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable from April 01, 2023, reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 on preservation of audit trail as per the statutory requirements for record retention is not applicable for the financial year ended March 31, 2024.

3. In our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 read with Schedule V of the Act and the rules thereunder.

For M Surana & Company For M S K A & Associates

Chartered Accountants Chartered Accountants

ICAI Firm Registration No.:015312C ICAI Firm Registration No.: 105047W

Manish Surana Manish P Bathija

Partner Partner

Membership No.: 077597 Membership No.: 216706

UDIN: 24077597BKBUIH7195 UDIN: 24216706BKGECD7661

Place: Gurugram Place: Gurugram

Date: May 23, 2024 Date: May 23, 2024

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Mar 31, 2023

To the Members of Bikaji Foods International Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Bikaji Foods International Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2023, and the Statement of Profit and Loss (Including Other Comprehensive Loss), Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the standalone financial statements, including a summary of significant accounting policies and other explanatory information.

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)

Sr. No.	Key Audit Matter	How the Key Audit Matter was addressed in our audit
		6.	Performed analytical review procedures and trend analysis over revenue, discounts and rebates recorded during the year to identify any unusual and/or material variances.
		7.	Examined manual journal entries posted at year end to identify unusual items booked to revenue and examine the underlying documentation.
		8.	Evaluated the appropriateness and adequacy of disclosures in the standalone financial statements in respect of revenue recognition and related discounts and rebates (netted off) in accordance with applicable accounting standards.
2.	Fair Valuation of Investments (Refer note 2.2 (S) (a) to the	Our key audit procedures around fair valuation of investments includes
	standalone financial statements)	but were not limited to, the following:
	As at March 31, 2023, the Company has total investment of	1.	Evaluated the design, implementation, and operating effectiveness
	T 14,041.52 lakhs in the form of various financial instruments		of controls over fair valuation of investments, including controls
	such as compulsory convertible preference shares, optionally		relating to review of future cash flow forecasts and controls
	convertible debentures, compulsory convertible debentures,		relating to review of assumptions of discount rates and the long-
	which are measured at fair value through statement of		term growth rates.
	profit and loss and other comprehensive income, as per requirements of applicable Ind AS.	2.	Obtained report of external valuation specialist appointed by the Management for the valuation of investment. Evaluated the
	As per fair value measurement hierarchy under Ind AS 113,		competence and objectivity of the valuation specialist engaged by
	these investments are categorised as Level 3 and accordingly		the management.
	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	3.	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 tested reasonableness of the assumptions around the key drivers of the cash flow forecasts, i.e., future growth rates, discount rates used.
	applied to these future cash flow forecasts. Changes in these	4.	Assessed the reasonableness of the input data for future cash
	estimates and assumptions could have a significant impact on		flows, the historical accuracy of the Company estimates by
	the assessment of the fair value of these investments and the		comparing the forecasts used in the prior year model with the
	consequential impact on gain/loss recognised in statement of		actual performance in the current year and its ability to produce
	profit and loss and other comprehensive income.		accurate long- term forecasts.
	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.	5.	Evaluated the appropriateness and adequacy of disclosures in the standalone financial statements in compliance with the applicable 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, 2023, and profit (including other comprehensive loss), changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit 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, 2023. 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.

Sr. No.	Key Audit Matter	How the Key Audit Matter was addressed in our audit
i.	Revenue Recognition (Refer note 2.2 (B) (a) to the standalone financial statements). Company’s revenue from operations consists primarily of sale of food products, sold through distributors, modern trade, and direct sales channel. Revenue is recognised when the control is transferred to customers and performance obligations are fulfilled as per Ind AS 115 “Revenue from contracts with customers”. The revenue from sale of products is measured net of returns and allowances for trade discounts and volume rebates (collectively ‘discount and rebates’). Owing to the large volume of sales transactions, number of distribution networks and varied terms of contracts with customers, revenue from sale of products is considered to be an area involving significant risk. Also, the Company and its external stakeholders focus on revenue as a key performance indicator. Further, significant estimation is involved in recognition and measurement of discounts and rebates, based on historical experience and the specific terms of the scheme, there is a risk that these discounts and rebates are incorrectly recorded as it requires certain degree of judgements and estimation which are subject to uncertainty and might result in understatement of the associated expenses and its accruals. Considering the aforesaid revenue recognition has been considered as a key audit matter.	Our key audit procedures around revenue recognition includes but were not limited to, the following: 1. Assessed the appropriateness of Company’s accounting policy on revenue recognition and its policy related to adjustment of discounts, returns and rebates in accordance with the requirements of Ind AS 115 “Revenue from contracts with customers”. 2. Assessed the design, implementation and tested the operating effectiveness of key internal controls related to revenue recognition, discounts and rebates including general and key information technology controls. 3. Performed substantive testing on selected samples of revenue transactions recorded during the year by testing the underlying documents like sales invoice, sales order, gate outward slips, E-way bills, customer acknowledgement, on test check basis. 4. To test cut off, selected sample of sales transactions made pre-and post- year end, agreeing the period of revenue recognition to third party support, such as transporter invoice and customer confirmation of receipt of goods. 5. Understood and evaluated the Company’s process of recording accruals for discounts, rebates and ongoing incentive schemes. Tested the provision calculations related to discounts, and rebates by agreeing a sample of amounts recognized to underlying arrangements with customers and other supporting documents.

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 Director’s report and Business Responsibility Sustainability Report but does not include the standalone financial statements and our auditor’s 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.

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

2. The Management has represented, that, to the best of its knowledge and belief, as stated in Note 51 to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), 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 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.

3. Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, and according to the information and explanations provided

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 is 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.

Those 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.

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.

(c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive loss), the Statement of Changes in Equity and the Statement of Cash Flow dealt with by this Report are in agreement with the books of account.

(d) I n 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, 2023 taken on record by the Board of Directors, none of the directors are disqualified as on March 31, 2023 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) 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 longterm 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, as stated in Note 51 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 person(s) or entity(ies), 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.

to us by the Management in this regard 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 (1) and (2) above, contain any material mis-statement.

v. The final dividend declared and paid by the Company during the year until the date of this audit report is in accordance with section 123 of the Companies Act 2013. However, the dividend amount of INR 0.75 lakhs is unclaimed and yet to be paid on the date of this audit report.

vi. As proviso to rule 3(1) of the Companies (Accounts) Rules, 2014 is applicable for the company only w.e.f. April 1, 2023, reporting under this clause is not applicable.

3. I n our opinion, according to information, explanations given to us, the remuneration paid by the Company to its directors is within the limits laid prescribed under Section 197 of the Act and the rules thereunder.