We have audited the accompanying standalone financial statementsof Jubilant FoodWorks Limited (the “Company”), which comprise theStandalone Balance Sheet as at March 31, 2025 and the StandaloneStatement of Profit and Loss (including Other ComprehensiveIncome), the Standalone Statement of Cash Flows and theStandalone Statement of Changes in Equity for the year ended onthat date, and notes to the standalone financial statements, includinga summary of material accounting policies and other explanatoryinformation.
In our opinion and to the best of our information and according tothe explanations given to us, and based on the consideration ofreport of the other auditor on separate financial statements of JFLEmployees Welfare Trust (the “Trust”) referred to in the Other Mattersection below, the aforesaid standalone financial statements give theinformation required by the Companies Act, 2013 (the “Act”) in themanner so required and give a true and fair view in conformity withthe Indian Accounting Standards prescribed under section 133 of theAct, (“Ind AS”) and other accounting principles generally accepted inIndia, of the state of affairs of the Company as at March 31, 2025 andits profit, total comprehensive income, its cash flows and the changesin equity for the year ended on that date.
We conducted our audit of the standalone financial statements inaccordance with the Standards on Auditing (“SA”s) specified undersection 143(10) of the Act. Our responsibilities under those Standardsare further described in the Auditor's Responsibility for the Audit ofthe Standalone Financial Statements section of our report. We areindependent of the Company in accordance with the Code of Ethicsissued by the Institute of Chartered Accountants of India (“ICAI”)together with the ethical requirements that are relevant to our auditof the standalone financial statements under the provisions of the Actand the Rules made thereunder, and we have fulfilled our other ethicalresponsibilities in accordance with these requirements and the ICAI'sCode of Ethics. We believe that the audit evidence obtained by usand the audit evidence obtained by the other auditor in terms of theirreport referred to in the Other Matter section below, is sufficient andappropriate to provide a basis for our audit opinion on the standalonefinancial statements.
Key audit matters are those matters that, in our professional judgment,were of most significance in our audit of the standalone financialstatements of the current period. These matters were addressed inthe context of our audit of the standalone financial statements as awhole, and in forming our opinion thereon, and we do not provide aseparate opinion on these matters. We have determined the mattersdescribed below to be the key audit matters to be communicated inour report.
1. Impairment of investments in subsidiaries:
The Company holds investments in subsidiaries namelyJubilant FoodWorks Lanka Private Limited, Jubilant FoodWorksBangladesh Limited and Jubilant FoodWorks Netherlands B.V.aggregating to INR 1,553.44 million, INR 1,137.49 million andINR 3,044.79 million respectively as at March 31, 2025 and hasrecognized provision for diminution of INR 865.69 million for itsinvestment in Jubilant FoodWorks Lanka Private Limited as onMarch 31, 2025.
The Company has undertaken an annual assessment ofindicators of impairment in respect of the investments insubsidiaries as mentioned in Note 40 of the standalonefinancial statements.
To assess the recoverability of the investments in subsidiaries,management is required to make significant estimates andassumptions relating to forecast of future revenue, operatingmargins, growth rate and selection of the discount rates. TheCompany used the discounted cash flow model (“model”) todetermine the recoverable value of the investments. Theseassumptions are of particular importance due to the level ofuncertainties and judgment involved, thus changes in theseassumptions could have a significant impact on the recoverablevalue of the investments.
How the key audit matter was addressed in the audit
Our principal audit procedures in this area included, amongothers:
a. We evaluated the Company's impairment assessmentprocess and tested the design and implementation ofinternal controls established to determine the estimatesand judgments used for determining the carrying valuesand recoverable values of investments in subsidiaries.
b. Challenged Company's key market related assumptionsused in the valuation model including discount rate, longterm growth rates against external data, using our internalvaluation specialist.
c. Assessed the reliability of cash flow forecasts througha review of actual past performance and comparisonto earlier years' budgeted performances and assessedthe reasonableness of the forecasts by challengingthe assumptions in respect of growth strategies in themarkets in which these subsidiaries operate;
d. Tested the mathematical accuracy of model andperformed sensitivity analyses of key assumptions usedtherein;
e. Understood the commercial prospects of investmentsin subsidiaries under the current economic environmentincluding the challenges faced by the subsidiaries in theirrespective local geographies to specifically evaluatewhether these have been appropriately reflected in theforecast growth rates; and
f. Assessed the appropriateness and completeness of therelated disclosures in the standalone financial statementsin accordance with the applicable accounting standards.
2. Claims and litigations:
The Company is subject to lawsuits and claims which couldhave a significant impact on the results if the potential exposurewere to materialize. For the current year ended March 31,2025, we believe there is a risk relating to ongoing litigations onGoods and Services Tax matters (including Anti-profiteering)which are disclosed in Note 33 sub-note A(c) (i), (ii), (iii) ofthe standalone financial statements. The amounts involvedare significant and the application of accounting standardto determine the amount, if any, to be provided as a liability ordisclosed as a contingent liability, is inherently subjective. Thisincludes assumptions relating to the likelihood and/or timing ofcash outflows from the business and the pending decision ofthe appropriate authorities.
Due to the level of significant judgments involved, the abovematter has been identified as a key audit matter.
Our audit procedures in this area included, among others:
a. We have evaluated the Company's processes andcontrols over litigations operated by the Managementthrough regular meetings with in-house legal counselsand review of minutes of meetings of Board of Directorsand Audit Committee;
b. We have assessed correspondences with the Company'sexternal counsels accompanied by formal confirmationsfrom that external counsels, discussions with andrepresentations from in-house counsel;
c. We have involved our internal tax specialist to assessrelevant historical and recent judgments passed by thejudicial authorities in order to challenge the basis used forthe accounting treatment and resulting disclosures in thestandalone financial statements; and
d. Assessed whether the Company has adequatelydisclosed the litigation with relevant facts, circumstancesand potential liabilities in its standalone financialstatements in accordance with the applicable accountingstandards.
Information Other than the Financial Statements andAuditor's Report Thereon
The Company's Board of Directors is responsible forthe other information. The other information comprisesthe information included in the Corporate Overview,Statutory Report including Management Discussionand Analysis, Board Report and Corporate GovernanceReport, but does not include the standalone financialstatements and our auditor's report thereon.
Our opinion on the standalone financial statements doesnot cover the other information and we do not expressany form of assurance conclusion thereon.
In connection with our audit of the standalone financialstatements, our responsibility is to read the otherinformation and, in doing so, consider whether the otherinformation is materially inconsistent with the standalonefinancial statements or our knowledge obtained duringthe course of our audit or otherwise appears to bematerially misstated.
If, based on the work we have performed, we concludethat there is a material misstatement of this otherinformation, we are required to report that fact. We havenothing to report in this regard.
Responsibilities of Management and Board of Directors forthe Standalone Financial Statements
The Company's Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect to thepreparation of these standalone financial statements that give atrue and fair view of the financial position, financial performanceincluding other comprehensive income, cash flows andchanges in equity of the Company in accordance with theaccounting principles generally accepted in India, including IndAS specified under section 133 of the Act. This responsibilityalso includes maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detectingfrauds and other irregularities; selection and applicationof appropriate accounting policies; making judgments andestimates that are reasonable and prudent; and design,implementation and maintenance of adequate internalfinancial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records,relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, Managementand Board of Directors are responsible for assessing theCompany's ability to continue as a going concern, disclosing,as applicable, matters related to going concern and usingthe going concern basis of accounting unless the Board ofDirectors either intend to liquidate the Company or to ceaseoperations, or has no realistic alternative but to do so.
The Company's Board of Directors is also responsible foroverseeing the Company's financial reporting process.
Auditor's Responsibility for the Audit of the StandaloneFinancial Statements
Our objectives are to obtain reasonable assurance aboutwhether the standalone financial statements as a wholeare free from material misstatement, whether due to fraudor error, and to issue an auditor's report that includes ouropinion. Reasonable assurance is a high level of assurance,but is not a guarantee that an audit conducted in accordancewith SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and areconsidered material if, individually or in the aggregate, theycould reasonably be expected to influence the economicdecisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exerciseprofessional judgment and maintain professional skepticismthroughout the audit. We also:
Identify and assess the risks of material misstatement ofthe standalone financial statements, whether due to fraudor error, design and perform audit procedures responsiveto those risks, and obtain audit evidence that is sufficientand appropriate to provide a basis for our opinion. Therisk of not detecting a material misstatement resultingfrom fraud is higher than for one resulting from error, asfraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control.
Obtain an understanding of internal financial controlsrelevant to the audit in order to design audit proceduresthat are appropriate in the circumstances. Undersection 143(3) (i) of the Act, we are also responsiblefor expressing our opinion on whether the Companyhas adequate internal financial controls with referenceto standalone financial statements in place and theoperating effectiveness of such controls.
Evaluate the appropriateness of accounting policiesused and the reasonableness of accounting estimatesand related disclosures made by the management.
Conclude on the appropriateness of management's useof the going concern basis of accounting and, basedon the audit evidence obtained, whether a materialuncertainty exists related to events or conditions thatmay cast significant doubt on the Company's ability tocontinue as a going concern. If we conclude that a materialuncertainty exists, we are required to draw attentionin our auditor's report to the related disclosures in thestandalone financial statements or, if such disclosuresare inadequate, to modify our opinion. Our conclusionsare based on the audit evidence obtained up to the date ofour auditor's report. However, future events or conditionsmay cause the Company to cease to continue as a goingconcern.
Evaluate the overall presentation, structure and contentof the standalone financial statements, including thedisclosures, and whether the standalone financialstatements represent the underlying transactions andevents in a manner that achieves fair presentation.
Obtain sufficient appropriate audit evidence regardingthe financial information of the Company to expressan opinion on the standalone financial statements.We are responsible for the direction, supervision andperformance of the audit of the standalone financialstatements of such entities or business activities includedin the standalone financial statements of which we are theindependent auditors. For the other entity or businessactivities included in the standalone financial statements,which has been audited by the other auditor, such otherauditor remain responsible for the direction, supervisionand performance of the audits carried out by them. Weremain solely responsible for our audit opinion.
Materiality is the magnitude of misstatements in the standalonefinancial statements that, individually or in aggregate, makesit probable that the economic decisions of a reasonablyknowledgeable user of the standalone financial statementsmay be influenced. We consider quantitative materiality andqualitative factors in (i) planning the scope of our audit workand in evaluating the results of our work; and (ii) to evaluatethe effect of any identified misstatements in the standalonefinancial statements.
We communicate with those charged with governanceregarding, among other matters, the planned scope andtiming of the audit and significant audit findings, including anysignificant deficiencies in internal financial controls that weidentify during our audit.
We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence, and to communicatewith them all relationships and other matters that mayreasonably be thought to bear on our independence, andwhere applicable, related safeguards.
From the matters communicated with those charged withgovernance, we determine those matters that were of mostsignificance in the audit of the standalone financial statementsof the current period and are therefore the key audit matters.We describe these matters in our auditor's report unless lawor regulation precludes public disclosure about the matter orwhen, in extremely rare circumstances, we determine that amatter should not be communicated in our report becausethe adverse consequences of doing so would reasonablybe expected to outweigh the public interest benefits of suchcommunication.
We did not audit the financial statements of JFL Employees WelfareTrust (the “Trust”) included in the standalone financial statementsof the Company whose financial statements reflect total assets ofINR 946.30 million as at March 31, 2025 and total revenue of INR2.81 million for the year ended on that date, as considered in thestandalone financial statements. The financial statements of thisTrust have been audited by the other auditor whose report has beenfurnished to us, and our opinion in so far as it relates to the amountsand disclosures included in respect of this Trust and our report interms of sub-section (3) of Section 143 of the Act, in so far as it relatesto the Trust, is based solely on the report of such other auditor.
Our opinion on the standalone financial statements and our report onOther Legal and Regulatory Requirements below is not modified inrespect of this matter.
Report on Other Legal and Regulatory Requirements
1. As required by Section 143(3) of the Act, based on our auditand on the consideration of the report of the other auditor onthe separate financial statements of the Trust, referred to in theOther Matter section above we report, to the extent applicablethat:
a) We have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit.
Note 44 to the standalone financial statements)
except that:-
a) in respect of primary accounting softwarewhich has been used by the Company duringthe period April 1, 2024 to February 21, 2025,audit trail feature for front end transactionsoperated throughout such period, however,the audit trail feature was not enabled forcertain tables and at the database level tolog any direct changes. The Company hasupdated its existing software to the upgradedversion from February 22, 2025 to March 31,2025, wherein the audit trail feature for frontend transactions was operated throughoutsuch period, however, the audit trail featurewas not enabled for certain tables, whereasthe same has been enabled at the databaselevel in the upgraded version. Consequently,we are unable to comment whether therewere any instances of the audit trail featurebeing tampered for the period where audittrail was not enabled.
b) in respect of primary sales recording software,audit trail feature at the application level hasoperated throughout the year for all relevanttransactions recorded in the software.However, audit trail was not enabled at thedatabase level to log any direct data changes.Consequently, we are unable to commentwhether there were any instances of the audittrail feature being tampered with. Further,the Company has migrated to a new primarysales recording software in a phased manneron a few stores during the year, which has theaudit trail feature at application level as well asdatabase level to log any direct data changesand the same has operated from the date ofmigration at respective stores throughout theremaining period for all relevant transactionsrecorded in the software.
b) In our opinion, proper books of account as required by lawhave been kept by the Company so far as it appears fromour examination of those books and the report of the otherauditor, except for not complying with the requirement ofaudit trail as stated in (i)(vi) below.
c) The Standalone Balance Sheet, the StandaloneStatement of Profit and Loss including OtherComprehensive Income, the Standalone Statement ofCash Flows and Standalone Statement of Changes inEquity dealt with by this Report are in agreement with therelevant books of account.
d) In our opinion, the aforesaid standalone financialstatements comply with the Ind AS specified underSection 133 of the Act.
e) On the basis of the written representations received fromthe directors as on March 31, 2025 taken on record by theBoard of Directors, none of the directors is disqualified ason March 31, 2025 from being appointed as a director interms of Section 164(2) of the Act.
f) The modifications relating to the maintenance ofaccounts and other matters connected therewith, are asstated in paragraph (b) above.
g) With respect to the adequacy of the internal financialcontrols with reference to standalone financial statementsof the Company and the operating effectiveness of suchcontrols, refer to our separate Report in “Annexure A”. Ourreport expresses an unmodified opinion on the adequacyand operating effectiveness of the Company's internalfinancial controls with reference to standalone financialstatements.
h) With respect to the other matters to be included in theAuditor's Report in accordance with the requirementsof section 197(16) of the Act, as amended, in our opinionand to the best of our information and according to theexplanations given to us, the remuneration paid by theCompany to its directors during the year is in accordancewith the provisions of section 197 of the Act.
i) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, asamended in our opinion and to the best of our informationand according to the explanations given to us:
i. The Company has disclosed the impact of pendinglitigations on its financial position in its standalonefinancial statements - Refer Note 33 to thestandalone financial statements;
ii. The Company did not have any long-term contractsincluding derivative contracts for which there wereany material foreseeable losses.
iii. There has been no delay in transferring amounts,required to be transferred, to the Investor Educationand Protection Fund by the Company.
iv. a) The Management has represented that, tothe
best of its knowledge and belief, other than asdisclosed in the Note 35(iv) to the standalonefinancial statements no funds have beenadvanced or loaned or invested (either fromborrowed funds or share premium or any othersources or kind of funds) by the Company to orin any other person(s) or entity(ies), includingforeign entities (“Intermediaries”), with theunderstanding, whether recorded in writing orotherwise, that the Intermediary shall, directlyor indirectly lend or invest in other persons orentities identified in any manner whatsoeverby or on behalf of the Company (“UltimateBeneficiaries”) or provide any guarantee,security or the like on behalf of the UltimateBeneficiaries.
b) The Management has represented, that, to thebest of its knowledge and belief, other than asdisclosed in the Note 35(v) to the standalonefinancial statements, no funds have beenreceived by the Company from any person(s)or entity(ies), including foreign entities(“Funding Parties”), with the understanding,whether recorded in writing or otherwise, thatthe Company shall, directly or indirectly, lendor invest in other persons or entities identifiedin any manner whatsoever by or on behalf ofthe Funding Party (“Ultimate Beneficiaries”) orprovide any guarantee, security or the like onbehalf of the Ultimate Beneficiaries.
c) Based on the audit procedures performedthat have been considered reasonable andappropriate in the circumstances, nothinghas come to our notice that has caused us tobelieve that the representations under sub¬clause (i) and (ii) of Rule 11(e), as providedunder (a) and (b) above, contain any materialmisstatement.
v. The final dividend proposed in the previous year,declared and paid by the Company during the yearis in accordance with section 123 of the Act, asapplicable.
As stated in Note 45 to the standalone financialstatements, the Board of Directors of the Companyhas proposed final dividend for the year whichis subject to the approval of the members at theensuing Annual General Meeting. Such dividendproposed is in accordance with section 123 of theAct, as applicable.
vi. Based on our examination, which included testchecks, the Company has used accountingsoftwares for maintaining its books of account forthe year ended March 31, 2025, which has a featureof recording audit trail (edit log) facility and the samehas operated throughout the year for all relevanttransactions recorded in these softwares (Refer
c) in respect of an accounting software operatedby a third-party software service provider,for lease accounting having feature of audittrail, in the absence of independent auditor'sSystem and Organisation Controls report,we are unable to comment whether audit trailfeature of the said software was enabled andoperated throughout the year, for all relevanttransactions recorded in the software andwhether there were any instances of the audittrail feature been tampered with.
d) in respect of softwares operated by third-partysoftware service providers for maintainingsignificant processes such as utility billprocessing, employee reimbursements,maintenance of payroll masters etc. havingfeature of audit trail, in the absence ofindependent auditor's reports covering theaudit trail requirement for these softwares,we are unable to comment whether the audittrail at the application and database featurelayers of the said softwares was enabled andoperated throughout the year for all relevanttransactions recorded in the softwares orwhether there were any instances of the audittrail feature been tampered with.
Further, during the course of our audit, we did not come acrossany instance of the audit trail feature being tampered with, inrespect of said accounting softwares for the period for whichthe audit trail feature was enabled and operating.
Additionally, the audit trail that was enabled and operatedfor the year ended March 31, 2024, has been preserved bythe Company as per the statutory requirements for recordretention, as stated in Note 44 to the standalone financialstatements.
2. As required by the Companies (Auditor's Report) Order, 2020(“the Order”) issued by the Central Government in terms ofSection 143(11) of the Act, we give in “Annexure B” a statementon the matters specified in paragraphs 3 and 4 of the Order.
For Deloitte Haskins & Sells LLP
Chartered Accountants(Firm's Registration No. 117366W/W-100018)
Jyoti Vaish
(Partner)
Place: Noida (Membership No. 096521)
Date: May 14, 2025 (UDIN 25096521BMOJKC7320)