1. We have audited the accompanying standalone financial
statements of Brainbees Solutions Limited ('the
Company'), which comprise the Standalone Balance
Sheet as at 31 March 2026, the Standalone Statement
of Profit and Loss (including Other Comprehensive
Income), the Standalone Statement of Cash Flow and
the Standalone Statement of Changes in Equity for the
year then ended, and notes to the standalone financial
statements, including material accounting policy
information and other explanatory information.
2. I n 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
('Ind AS’) specified under section 133 of the Act read
with the Companies (Indian Accounting Standards)
Rules, 2015 and other accounting principles generally
accepted in India, of the state of affairs of the Company
as at 31 March 2026, and its profit (including other
comprehensive income), its cash flows and the
changes in equity for the year ended on that date.
BASIS FOR OPINION
3. We conducted our audit in accordance with the
Standards on Auditing 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 we have
obtained is sufficient and appropriate to provide a basis
for our opinion.
KEY AUDIT MATTER
4. Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. 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.
5. We have determined the matters described below to be the key audit matters to be communicated in our audit report.
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Key audit matters
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How our audit addressed the key audit matters
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Revenue recognition
Refer note 3(h) of the Standalone Financial Statements
for material accounting policy information on revenue
recognition and note 25 for the details of revenue
recognised during the year.
The Company generates revenue from sale of goods
through number of owned retail outlets, franchisee
outlets, and wholesale business which comprises of high
volume of transactions.
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Our audit procedures in relation to revenue recognition
included, but was not limited to, the following procedures:
• Assessed the appropriateness of the accounting policy
for revenue recognition in accordance with Ind AS 115.
• Evaluated the design and implementation of key financial
controls and tested their operating effectiveness with
respect to revenue recognition process. This evaluation
includes test of IT general controls and key application
controls over the IT system which impact revenue
recognition.
• Tested the operating effectiveness of IT dependent
manual controls.
• Tested the sale transactions on a sample basis, by
examining the underlying documents such as sales
invoice, customer contracts, along with proof of delivery.
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Key audit matters
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How our audit addressed the key audit matters
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The Company recognises the revenue from customers
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• Evaluated the Company’s policy for returns and
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in accordance with Ind AS 115 Revenue from Contracts
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performed an analysis of trend for sales return in case of
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with Customers ('Ind AS 115’) when the performance
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business and tested appropriateness of the provision for
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obligation is satisfied, which is determined to be at a
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sales return as at the year-end.
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point in time when the customer obtains control of the
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• Performed cut-off procedures, on sample basis for
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goods in accordance with the terms of contracts with
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the period before and after the year end by testing the
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the customers. Also, recognition of revenue requires
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underlying documents and ensured that the revenue is
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determination of the net selling price after considering
forecast of sales returns and discounts. The estimate of
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recognised in the correct period.
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sales returns and discounts depends on the Company’s
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• Tested entries impacting revenue including credit
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return policy, contract terms, forecast of sales volumes
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notes, claims etc., selected on a risk-based criteria by
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and past history of quantum of return.
There is a risk of inappropriate revenue recognition
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inspecting supporting documents and understanding
business rationale, where necessary.
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for sales conducted through retail outlets on a cash-
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• For sales made to franchisee partners, tested samples of
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and-carry basis due to high volume and frequency
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revenue transactions by inspecting relevant underlying
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of transactions. Revenue is determined to be an area
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documents including sales invoices and contracts with
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involving significant risk in line with the requirements
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franchisees to ascertain whether revenue is booked
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of the Standards on Auditing and hence, requiring
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with correct amount and only upon satisfaction of
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significant auditor attention.
In view of the above complexities involved and considering
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performance obligation basis the terms of such
contracts.
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the volume of transactions and significance of the
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• Performed analytical review procedures on revenue
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amount involved, revenue recognition is determined as a
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recognized during the year to identify any unusual and/
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key audit matter for current year audit.
Impairment assessment of investment in subsidiaries:
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or material variances such as data analytics and trend
analysis.
• Performed confirmation procedures on selected
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Refer note 3(a) of material accounting policy information
and note 8 of the standalone financial statements of the
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balances outstanding as at the year end.
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Company for the year ended 31 March 2026 for financial
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Ensured the adequacy and appropriateness of disclosures
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disclosures.
As at 31 March 2026, the Company has made
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made in the standalone financial statements in accordance
with the requirements of Ind AS 115.
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investments in subsidiaries amounting to Rs. 28,115.97
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Our audit procedures relating to testing of impairment of
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million which are carried at cost less impairment.
The recoverability of the aforesaid amounts are dependent
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Investment in Subsidiaries included but were not limited to
the following:
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on the operational performance of subsidiaries including
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• Obtained an understanding from the management
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its step- down subsidiaries.
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with respect to process and controls implemented
by the Company to identify impairment indicators
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The management reviews annually, whether the
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and determine recoverability of the amounts from its
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impairment indicators exist in the carrying value of
investments in accordance with the requirements
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subsidiaries including testing of such controls;
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of Ind AS 36, Impairment of Assets (Ind AS 36). If the
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• Assessed the appropriateness of the accounting policy
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recoverable amount is less than its carrying amount, the
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adopted by the management in accordance with Ind AS
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impairment loss is accounted for in the statement of
profit and loss.
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36.
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Key audit matters
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How our audit addressed the key audit matters
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Management has considered losses incurred by these
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• Assessed the professional competence and objectivity
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subsidiaries as an indicator for impairment assessment.
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of the external valuation expert where engaged by the
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Considering the existence of the impairment indicators in
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management for performing the valuations to estimate
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the current year, management has therefore performed
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the recoverable value of the amounts receivable from the
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impairment assessment by determining the recoverable
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subsidiaries;
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amount of the investments in these subsidiaries using
the value in use method and comparing the same with
the carrying value. Where the carrying value exceeds the
recoverable amount, an impairment loss is recognized.
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• 1 nvolved auditors’ valuation experts for review of the
valuation methodology including appropriateness of
valuation assumptions used by the management’s
expert including independent assessment of certain
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The management has determined the value in use
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assumptions underlying the cash flow projections,
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using the discounted cash flow method with the help of
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discount rate, terminal value etc;
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management’s external valuation experts which required
management to make significant estimates, judgements
and assumptions relating to forecast of future revenue,
operating margins, growth rate and selection of the
discount rates.
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• Traced the future cash flow projections to approved
business plans of the subsidiaries including step down
subsidiaries by their management and evaluated the
reasonableness of the inputs used in the projections
by comparing past projections with actual results, and
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Considering the materiality of the above matter to the
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considering our understanding of the business and
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standalone financial statements, complexities and
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market conditions, as relevant;
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judgement involved in the calculation of recoverable
value and significant auditor attention required to test
such management’s judgement, we have determined
this as a key audit matter for current year audit.
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• Evaluated sensitivity analysis performed by the
management and further performed independent
sensitivity analysis on these key assumptions to
determine estimation uncertainty involved and impact
on conclusions drawn basis headroom available; and
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• Evaluated the appropriateness and adequacy of
disclosures made in the standalone financial statements
in accordance with the applicable accounting standards.
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INFORMATION OTHER THAN THE STANDALONE
FINANCIAL STATEMENTS AND AUDITOR'S REPORT
THEREON
6. The Company’s Board of Directors are responsible for
the other information. The other information comprises
the information included in the Annual Report, but
does not include the standalone financial statements
and our auditor’s report thereon. The Annual Report, 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 Annual Report, if we conclude
that there is a material misstatement therein, we are
required to communicate the matter to those charged
with governance.
RESPONSIBILITIES OF MANAGEMENT AND THOSE
CHARGED WITH GOVERNANCE FOR THE STANDALONE
FINANCIAL STATEMENTS
7. The accompanying standalone financial statements
have been approved by the Company’s Board of
Directors. The Company’s Board of Directors are
responsible for the matters stated in section 134(5) of
the Act with respect to the preparation and presentation
of these standalone financial statements that give
a true and fair view of the financial position, financial
performance including other comprehensive income,
changes in equity and cash flows of the Company in
accordance with the Ind AS specified under section
133 of the Act and other accounting principles
generally accepted in India. 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 financial statements that give a true and fair view
and are free from material misstatement, whether due
to fraud or error.
8. 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.
9. The Board of Directors is also responsible for overseeing
the Company’s financial reporting process.
AUDITOR'S RESPONSIBILITIES FOR THE AUDIT OF THESTANDALONE FINANCIAL STATEMENTS
10. 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 Standards on
Auditing 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.
11. As part of an audit in accordance with Standards on
Auditing, specified under section 143(10) of the Act
we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:
• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error, design
and perform audit procedures responsive to those
risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the
override of internal control;
• Obtain an understanding of internal control relevant
to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
section 143(3)(i) of the Act we are also responsible
for expressing our opinion on whether the
Company has adequate internal financial controls
with reference to financial statements in place and
the operating effectiveness of such controls;
• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management;
• Conclude on the appropriateness of Board of
Directors’ use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company’s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor’s report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of
our auditor’s report. However, future events or
conditions may cause the Company to cease to
continue as a going concern; and
• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.
12. We communicate with those charged with governance
regarding, among other matters, the planned scope
and timing of the audit and significant audit findings,
including any significant deficiencies in internal control
that we identify during our audit.
13. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and to
communicate with them all relationships and other
matters that may reasonably be thought to bear on
our independence, and where applicable, related
safeguards.
14. From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the standalone
financial statements of the current period and are
therefore the key audit matters. We describe these
matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when,
in extremely rare circumstances, we determine that
a matter should not be communicated in our report
because the adverse consequences of doing so would
reasonably be expected to outweigh the public interest
benefits of such communication.
REPORT ON OTHER LEGAL AND REGULATORYREQUIREMENTS
15. As required by section 197(16) of the Act, based
on our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under section 197 read with Schedule V to the Act.
16. As required by the Companies (Auditor’s Report) Order,
2020 ('the Order’) issued by the Central Government of
India in terms of section 143(11) of the Act we give in
the Annexure I a statement on the matters specified in
paragraphs 3 and 4 of the Order, to the extent applicable.
17. Further to our comments in Annexure I, as required by
section 143(3) of the Act based on our audit, we report,
to the extent applicable, 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
purpose of our audit of the accompanying
standalone financial statements;
b) Except for the matters stated in paragraph 17(h)
(vi) below on reporting under Rule 11(g) of the
Companies (Audit and Auditors) Rules, 2014 (as
amended), in our opinion, proper books of account
as required by law have been kept by the Company
so far as it appears from our examination of those
books;
c) The standalone financial statements dealt with
by this report are in agreement with the books of
account;
d) In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;
e) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 March 2026 from being
appointed as a director in terms of section 164(2)
of the Act;
f) The qualification relating to the maintenance of
accounts and other matters connected therewith
are as stated in paragraph 17(b) above on reporting
under section 143(3)(b) of the Act and paragraph
17(h)(vi) below on reporting under Rule 11(g) of
the Companies (Audit and Auditors) Rules, 2014
(as amended);
g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 March 2026
and the operating effectiveness of such controls,
refer to our separate report in Annexure II wherein
we have expressed an unmodified opinion; and
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
(as amended), in our opinion and to the best of
our information and according to the explanations
given to us:
i. the Company, as detailed in note 36 to
the standalone financial statements, has
disclosed the impact of pending litigations
on its financial position as at 31 March 2026;
ii. the Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2026;
iii. There were no amounts which were required
to be transferred to the Investor Education
and Protection Fund by the Company during
the year ended 31 March 2026;
iv. a. The management has represented
that, to the best of its knowledge and
belief, as disclosed in note 51(g) to the
standalone financial statements, no
funds have been advanced or loaned or
invested (either from borrowed funds or
securities premium or any other sources
or kind of funds) by the Company to or
in any person(s) or entity(ies), including
foreign entities ('the intermediaries’),
with the understanding, whether
recorded in writing or otherwise, that the
intermediary shall, whether, directly or
indirectly lend or invest in other persons
or entities identified in any manner
whatsoever by or on behalf of the
Company ('the Ultimate Beneficiaries’)
or provide any guarantee, security
or the like on behalf of the Ultimate
Beneficiaries;
b. The management has represented that,
to the best of its knowledge and belief, as
disclosed in note 51(h) to the standalone
financial statements, no funds have
been received by the Company from any
persons or entities, including foreign
entities ('the Funding Parties’), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether directly or indirectly, lend
or invest in other persons or entities
identified in any manner whatsoever
by or on behalf of the Funding Party
('Ultimate Beneficiaries’) or provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and
c. Based on such audit procedures
performed as considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
management representations under
sub-clauses (a) and (b) above contain
any material misstatement.
v. The Company has not declared or paid any
dividend during the year ended 31 March
2026.
vi. As stated in Note 50 to the standalone
financial statements and based on our
examination which included test checks,
the Company, in respect of financial year
commencing on 1 April 2025, has used an
accounting software for maintaining its
books of account which have a feature of
recording audit trail (edit log) facility and the
same have been operated throughout the
year for all relevant transactions recorded
in the software except that, the audit trail
feature was not enabled to log any direct data
changes at the database level, for accounting
software used for maintenance of sales and
inventory management accounting records
by the Company. Further, during the course
of our audit we did not come across any
instance of audit trail feature being tampered
with other than the consequential impact
of the exception given above. Furthermore,
the audit trail has been preserved by the
Company as per the statutory requirements
for record retention.
For Walker Chandiok & Co LLP
Chartered Accountants
Firm’s Registration No.: 001076N/N500013
Ashish Gupta
Partner
Membership No.: 504662
UDIN: 26504662KZBDDX4113
Place: Mumbai
Date: 26 May 2026
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