We were engaged to audit the accompanying standalone financial statements of Coffee Day Enterprises
Limited ('the Company'), which comprise the standalone balance sheet as at March 31, 2026, and the
standalone statement of profit and loss (including other comprehensive income), standalone statement of
changes in equity and standalone statement of cash flows for the year then ended, and notes to the
standalone financial statements, including a summary of the material accounting policies and other
explanatory information (collectively referred to as the 'standalone financial statements').
We do not express an opinion on the accompanying standalone financial statements. Because of the
significance of the matter described in the Basis for Disclaimer of Opinion section of our report, we have not
been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on the
standalone financial statements.
Basis for Disclaimer of Opinion
1. We have not been provided with sufficient evidence with respect to recoverability of dues from group
companies amounting to Rs. 1,444.38 Crores (refer Note 7B of the standalone financial statements).
We are therefore unable to comment on the recoverability of the stated balance from group companies
and the impact on the standalone financial statements.
2. Attention is drawn to Note 14 of the standalone financial statements, wherein instances of non¬
compliance with certain debt covenants including interest & principal repayment defaults have been
described. We also draw attention to the fact that the Company has not obtained the balance
confirmations on loans from two lenders amounting to Rs. 76.98 crores. In the absence of adequate
and sufficient audit evidence to establish the amounts payable to the lenders, we are unable to provide
our opinion on the correctness of these amounts reflected in the standalone financial statements and
also on their consequential impact including compliance with accrual concept of accounting and
potential tax liabilities.
3. The standalone financial statements have been prepared by the Management and Board of Directors
using the going concern assumption (Refer Note 39 of the standalone financial statements). The
matters detailed in the above paragraphs may have a consequential implication on the Company's
ability to continue as a going concern. We are therefore unable to comment on whether the going
concern basis for preparation of the standalone financial statements is appropriate.
Information other than the Standalone Financial Statements and Auditor's Report thereon
The Company's management and Board of Directors are responsible for the other information. The other
information comprises the information included in the Company's annual report but does not include the
financial statements and our auditors' report thereon.
Our opinion on the standalone financial statements does not cover the other information and we do not
express any form of assurance conclusion thereon.
In connection with our audit of the standalone financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
standalone financial statements, or our knowledge obtained in the audit or otherwise appears to be materially
misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
Management's Responsibilities for the Standalone Financial Statements
The Company's management and Board of Directors are responsible for the matters stated in section 134(5)
of the Act respect to the preparation of these standalone financial statements that give a true and fair view
of the state of affairs, profit/loss and other comprehensive income, changes in equity and cash flows of the
Company in accordance with the accounting principles generally accepted in India, including the Indian
Accounting Standards (Ind AS) specified under section 133 of the Act.
This responsibility also includes maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds
and other irregularities; selection and application of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal
financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the standalone financial statements that give a true
and fair view and are free from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are responsible for
assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
Auditor's Responsibilities for the Audit of the Standalone Financial Statements
Our responsibility is to conduct an audit of the standalone financial statements in accordance with Standards
on Auditing and to issue an auditor's report. However, because of the matter described in the Basis for
Disclaimer of Opinion section of our report, we were not able to obtain sufficient appropriate audit evidence
to provide a basis for an audit opinion on these standalone financial statements.
We are independent in accordance with the ethical requirements in accordance with the Code of ethics and
provisions of the Act, that are relevant to our audit of the standalone financial statements and we have fulfilled
our other ethical responsibilities in accordance with the code of ethics and the requirements under the Act.
Report on Other Legal and Regulatory Requirement
1. As required by the Companies (Auditors' Report) Order, 2020 ("the Order") issued by the Central
Government in terms of section 143 (11) of the Act, we give in the "Annexure A" a statement on the
matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
2. As required by section 143(3) of the Act, we report that:
a. We have sought and obtained all the information and explanations which to the best of our knowledge
and belief were necessary for the purposes of our audit of the aforesaid standalone financial
statements, except as stated in Basis for disclaimer opinion section.
b. Except for the possible effects of the matters described in the Basis of disclaimer opinion section
above, in our opinion, proper books of account as required by law have been kept by the Company
so far as it appears from our examination of those books.
c. The standalone balance sheet, the standalone statement of profit and loss (including other
comprehensive income), the standalone statement of changes in equity and the standalone statement
of cash flows dealt with by this Report are in agreement with the books of accounts.
d. Except for the effects of the matter described in Basis for disclaimer opinion paragraph, the aforesaid
standalone financial statements comply with the Ind AS specified under section 133 of the Act.
e. On the basis of the written representations received from the directors as on March 31, 2026 taken
on record by the Board of Directors, none of the directors is disqualified as on March 31, 2026 from
being appointed as a director in terms of Section 164(2) of the Act.
f. With respect to the adequacy of the internal financial controls with reference to financial statements
of the Company and the operating effectiveness of such controls, refer to our separate Report in
"Annexure B".
g. With respect to the matter to be included in the Auditors' Report under section 197(16), in our opinion
and according to the information and explanations given to us, the Company has not paid any
remuneration to its directors during the current year, hence reporting under this clause is not
applicable.
h. With respect to the other matters to be included in the Auditors' Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
i. The Company has disclosed the impact of pending litigations as at March 31, 2026 on its financial
position in its standalone financial statements - Refer Note 27 to the standalone financial
statements;
ii. The Company did not have any long-term contracts including derivative contracts for which there
were any material foreseeable losses; and
iii. There were no amounts which were required to be transferred to the Investor Education and
Protection Fund by the Company.
iv. a) The Management has represented that, to the best of its knowledge and belief, during the
year no funds (which are material either individually or in the aggregate) have been advanced or
loaned or invested (either from borrowed funds or share premium or any other sources or kind
of funds) by the Company to or in any other person or entity, including foreign entity
("Intermediaries"), with the understanding, whether recorded in writing or otherwise, that the
Intermediary shall, whether, directly or indirectly lend or invest in other persons or entities
identified in any manner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries")
or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries;
b) The Management has represented, that, to the best of its knowledge and belief, during the
year no funds (which are material either individually or in the aggregate) have been received by
the Company from any person or entity, including foreign entity ("Funding Parties"), with the
understanding, whether recorded in writing or otherwise, that the Company shall, whether,
directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries") or provide any
guarantee, security or the like on behalf of the Ultimate Beneficiaries;
c) Based on the audit procedures that have been considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above,
contain any material misstatement.
v. The Company has not declared or paid any dividend during the year, hence we have no comments
on the compliance with section 123 of the Companies Act, 2013.
vi. The reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 is applicable
from 1 April 2023. Based on our examination, which included test checks, the Company has used
accounting software for maintaining its books of account for the financial year ended March
31,2026 which have a feature of recording audit trail(edit log) facility and the same has operated
throughout the year for all relevant transactions recorded in the software. Further, during the
course of our audit we did not come across any instance of the audit trail feature being tampered
with and the audit trail has been preserved by the Company as per the statutory requirements
for record retention.
For Venkatesh & Co.,
Chartered Accountants
Firm registration number: 004636S
-Sd-
CA Hrishikesh D
Partner
Membership Number: 272865
UDIN : 26272865MVULRD2649
Bengaluru, May 27, 2026
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