COFFEE DAY Auditors Report

We have audited the accompanying standalone financial statements of
Coffee Day Enterprises Limited (erstwhile Coffee Day Enterprises
Private Limited) (''''the Company''''), which comprises of the balance sheet
as at 31st March 2016, the statement of profit and loss and the cash
flow statement for the year then ended and a summary of significant
accounting policies and other explanatory information.

Management''''s Responsibility for the Standalone Financial Statements

The Company''''s Board of Directors is responsible for the matters stated
in Section 134(5) of the Companies Act, 2013 ("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 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, read with Rule 7 of the
Companies (Accounts) Rules, 2014. 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 the 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.

Auditor''''s Responsibility

Our responsibility is to express an opinion on these standalone
financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting
and auditing standards and matters which are required to be included in
the Audit Report under the provisions of the Act and the Rules made
thereunder.

We conducted our audit in accordance with the Standards on Auditing
specified under Section 143(10) of the Act. Those Standards require
that we comply with ethical requirements and plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about
the amounts and the disclosures in the financial statements. The
procedures selected depend on the Auditor''''s judgement, including the
assessment of the risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal financial control relevant
to the Company''''s preparation of the financial statements that give a
true and fair view in order to design audit procedures that are
appropriate in the circumstances. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness
of the accounting estimates made by the Company''''s Directors, as well as
evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion on the standalone
financial statements.

Opinion

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 Act in the manner so required and
give a true and fair view in conformity with the accounting principles
generally accepted in India, of the state of affairs of the Company as
at 31 March 2016 and its loss and its cash flows for the year ended on
that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor''''s Report) Order, 2016 ("the
Order"), issued by the Central Government of India in terms of
sub-section (11) of Section 143 of the Act, we give in the Annexure A,
a statement on the matters specified in Paragraph 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 and the cash
flow statement 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, read with Rule 7 of the Companies (Accounts) Rules, 2014;

(e) on the basis of the written representations received from the
directors as on 31 March 2016 taken on record by the Board of
Directors, none of the directors is disqualified as on 31 March 2016
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
over financial reporting of the Company and the operating effectiveness
of such controls, refer to our separate report in "Annexure B"; and

(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:

a. the Company does not have any pending litigations which would
impact financial position;

b. The Company did not have any long-term contracts including
derivative contracts for which there were any material foreseeable
losses;

c. There were no amounts which were required to be transferred to the
Investor Education and Protection Fund by the Company

Annexure A to the Independent Auditor''''s Report

The Annexure referred to in our Independent Auditor''''s Report to the
members of Coffee Day Enterprises Limited (erstwhile Coffee Day
Enterprises Private Limited) (''''the Company'''') on the standalone
financial statements for the year ended 31 March 2016, we report that:

(i) (a) The Company has maintained proper records showing full
particulars, including quantitative details and situation of fixed
assets.

(b) The Company has a regular programme of physical verification of its
fixed assets by which fixed assets are verified every year. In our
opinion, the periodicity of physical verification is reasonable having
regard to the size of the Company and the nature of its assets. In
accordance with the programme, physical verification of fixed assets
was carried out during the year and no material discrepancies were
noted.

(c) According to the information and explanations given to us and on
the basis of our examination of the records, we have verified the lease
agreement for the land taken on lease (for construction of building)
duly registered with the appropriate authority.

(ii) The inventories of coffee beans have been physically verified by
the Management during the year. In our opinion, the frequency of
verification is reasonable. The discrepancies identified on physical
verification of inventories between physical stocks and book records
were not material. However, there is no physical inventory as at the
year end.

(iii) The Company has granted unsecured loans to the two wholly owned
subsidiary Companies covered in the register maintained under Section
189 of the Act and;

(a) In our opinion, the rate of interest and other terms and conditions
on which loans had been granted to the companies listed in the register
maintained under Section 189 of the Act were not, prima facie,
prejudicial to the interest of the Company.

(b) In the case of the loans granted to the companies listed in the
register maintained under Section 189 of the Act, the loans are
interest free and repayable on demand. The Company has not made any
demand for repayment during the year though there has been a
pre-payment of the loans by the borrower.

(c) There are no overdue amounts in respect of the loan granted to
companies listed in the register maintained under section 189 of the
Act.

(iv) In our opinion and according to the information and explanation
given to us and based on the legal opinion received by the Company as
referred to in note 32 of the financial statements, the Company has
complied with the provisions of Section 185 and 186 of the Act with
respect to loans and investments made and security and guarantee given.

(v) The Company has not accepted any deposits from the public.

(vi) The Central Government of India has not prescribed the maintenance
of cost records under Section 148(1) of the Act, for any of the
services rendered by the Company.

(vii) (a) According to the information and explanations given to us and
on the basis of our examination of the records of the Company, amounts
deducted/ accrued in the books of account in respect of undisputed
statutory dues including Provident Fund, Sales-tax, Value added tax
have been regularly deposited during the year by the Company with the
appropriate authorities except for undisputed Income tax and Service
tax dues which have not been regularly deposited with the appropriate
authorities and there have been serious delays in a large number of
cases. As explained to us, the Company did not have any dues on account
of Employees'''' State Insurance, Duty of Customs, Duty of Excise and Cess
during the year.

According to the information and explanations given to us, no
undisputed amounts payable in respect of Provident Fund, Sales-tax,
Value added tax, Income tax, Service tax and other material statutory
dues were in arrears, as at 31 March 2016, for a period of more than
six months from the date they became payable.

(b) According to the information and explanations given to us, there
are no dues of Income Tax, Sales tax, Service tax and Value added tax
which have not been deposited with the appropriate authorities on
account of any dispute.

(viii) In our opinion and according to the information and explanations
given to us, the Company has not defaulted in repayment of dues to its
bankers, financial institutions and debenture holders. The Company does
not have any dues to the government.

(ix) The Company has raised monies by way of an initial public offer
during the year and term loans. In our opinion and according to the
information and explanations given to us, the monies raised by way of
an Initial Public Offer and term loans have been utilized for the
purposes for which they were raised.

(x) According to the information and explanations given to us, no fraud
by the Company or on the Company by its officers or employees has been
noticed or reported during the year.

(xi) According to the information and explanation given to us and on
the basis of our examination of the records of the Company, the Company
has not paid any Managerial Remuneration during the year. Accordingly,
para 3(xi) of this Order is not applicable.

(xii) In our opinion and according to the information and explanations
given to us, the Company is not a Nidhi Company. Accordingly, paragraph
3(xii) of the Order is not applicable

(xiii) In our opinion and according to the information and explanations
given to us, and based on an examination of the records of the Company,
all transactions with the related parties are in compliance with
sections 177 and 188 of Companies Act, 2013 where applicable and the
details have been disclosed in the financial statements as required by
the applicable accounting standards.

(xiv) According to the information and explanations given to us, the
Company has not made any preferential allotment or private placement of
shares or convertible debentures during the year.

(xv) According to the information and explanations given to us, the
Company has not entered into any non-cash transaction with directors or
person connected with him.

(xvi) In our opinion and according to the information and explanations
given to us, the Company is not required to be registered under Section
45-IA of the Reserve Bank of India Act, 1934.


for B S R & Co. LLP

Chartered Accountants

Firm registration number: 101248W/W-100022

Supreet Sachdev

Partner

Membership number: 205385

Bangalore 20 May 2016

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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Disclaimer: There is no guarantee of profits or no exceptions from losses. The investment advice provided are solely the personal views of the research team. You are advised to rely on your own judgment while making investment / Trading decisions. Past performance is not an indicator of future returns. Investment is subject to market risks. You should read and understand the Risk Disclosure Documents before trading/Investing.

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