We have audited the accompanying standalone financial statementsof Fratelli Vineyards Limited (formerly known as Tinna TradeLimited) (the "Company"), which comprise the standalonebalance sheet as at March 31, 2025, and the standalone statementof profit and loss (including other comprehensive income), thestandalone statement of changes in equity and the standalonestatement of cash flows for the year then ended and notes tothe standalone financial statements, including a summary of thematerial accounting policies and other explanatory information(hereinafter referred to as the "standalone financial statements").
In our opinion and to the best of our information and accordingto the explanations given to us, the aforesaid standalone financialstatements give the information required by the Companies Act,2013 (the "Act") in the manner so required and give a true andfair view in conformity with the Indian Accounting standardsprescribed under section 133 of the Act ("Ind AS") and otheraccounting principles generally accepted in India, of the state ofaffairs of the Company as at March 31, 2025, and its loss (includingother comprehensive loss), changes in equity and its cash flows forthe year ended on that date.
We conducted our audit of the standalone financial statementsin accordance with the Standards on Auditing (SAs) as specifiedunder section 143(10) of the Act. Our responsibilities under thoseStandards are further described in the Auditor's Responsibilities forthe Audit of the Standalone Financial Statements section of ourreport. We are independent of the Company in accordance with the'Code of Ethics' issued by the Institute of Chartered Accountants ofIndia ("ICAI") read together with the ethical requirements that arerelevant to our audit of the standalone financial statements underthe provisions of the Act and the Rules thereunder, and we havefulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the auditevidence we have obtained is sufficient and appropriate to providea basis for our audit opinion on the standalone financial statements.
Key audit matters are those matters that, in our professionaljudgment, were of most significance in our audit of the standalonefinancial statements of the current period. These matters wereaddressed in the context of our audit of the standalone financial
statements as a whole, and in forming our opinion thereon, andwe do not provide a separate opinion on these matters. We havedetermined that there are no key audit matters to be communicatedin our report.
The Company's Management and Board of Directors are responsiblefor the other information. The other information comprises theinformation included in the Company's annual report but doesnot include the standalone financial statements and our auditor'sreport thereon. The above information is expected to be madeavailable to us after the date of this Auditor's Report.
Our opinion on the standalone financial statements does not coverthe other information and we do not express any form of assuranceconclusion thereon.
In connection with our audit of the standalone financial statements,our responsibility is to read the other information identified abovewhen it becomes available and, in doing so, consider whether suchother information is materially inconsistent with the standalonefinancial statements or our knowledge obtained during the courseof our audit or otherwise appears to be materially misstated.
When we read the other information, if we conclude that there isa material misstatement therein, we are required to communicatethe matter to those charged with governance.
The Company's Management and Board of Directors are responsiblefor the matters stated in section 134(5) of the Act with respect tothe preparation of the standalone financial statements that give atrue and fair view of the financial position, financial performance,including other comprehensive loss, changes in equity and cashflows of the Company in accordance with the accounting principlesgenerally accepted in India, including the Indian AccountingStandards (Ind AS) specified under section 133 of the Act, readwith the relevant Rules issued thereunder.
This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions of the Act forsafeguarding of the assets of the Company and for preventing anddetecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation andmaintenance of adequate internal financial controls, that were
operating effectively for ensuring the accuracy and completenessof the accounting records, relevant to the preparation andpresentation of the standalone financial statements that give a trueand fair view and are free from material misstatement, whether dueto fraud or error.
In preparing the standalone financial statements, the Managementand the Board of Directors are responsible for assessing theCompany's ability to continue as a going concern, disclosing, asapplicable, matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors eitherintends to liquidate the Company or to cease operations, or has norealistic alternative but to do so.
Those Board of Directors are also responsible for overseeing theCompany's financial reporting process.
Our objectives are to obtain reasonable assurance about whetherthe standalone financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and toissue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance but is not a guarantee thatan audit conducted in accordance with the SAs will always detect amaterial misstatement when it exists. Misstatements can arise fromfraud or error and are considered material if, individually or in theaggregate, they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalonefinancial statements.
As part of an audit in accordance with SAs, we exercise professionaljudgement and maintain professional skepticism throughout theaudit. We also:
Ý Identify and assess the risks of material misstatement of thestandalone financial statements, whether due to fraud orerror, design and perform audit procedures responsive tothose risks, and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk ofnot detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involvecollusion, forgery, intentional omissions, misrepresentations,or the override of internal control.
Ý Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriatein the circumstances. Under section 143(3)(i) of the Act, weare also responsible for expressing our opinion on whetherthe Company has adequate internal financial controls withreference to standalone financial statements in place and theoperating effectiveness of such controls.
Ý Evaluate the appropriateness of accounting policies usedand the reasonableness of accounting estimates and relateddisclosures in the standalone financial statements made by theManagement and Board of Directors.
Ý Conclude on the appropriateness of Management and Boardof Directors use of the going concern basis of accounting and,based on the audit evidence obtained, whether a materialuncertainty exists related to events or conditions that maycast significant doubt on the Company's ability to continue asa going concern. If we conclude that a material uncertaintyexists, we are required to draw attention in our auditor's reportto the related disclosures in the standalone financial statementsor, if such disclosures are inadequate, to modify our opinion.Our conclusions are based on the audit evidence obtained upto the date of our auditor's report. However, future events orconditions may cause the Company to cease to continue as agoing concern.
Ý Evaluate the overall presentation, structure and content of thestandalone financial statements, including the disclosures, andwhether the standalone financial statements represent theunderlying transactions and events in a manner that achievesfair presentation.
We communicate with those charged with governance regarding,among other matters, the planned scope and timing of the auditand significant audit findings, including any significant deficienciesin internal control that we identify during our audit.
We also provide those charged with governance with a statementthat we have complied with relevant ethical requirements regardingindependence, and to communicate with them all relationshipsand other matters that may reasonably be thought to bear on ourindependence, and where 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 law orregulation precludes public disclosure about the matter or when,in extremely rare circumstances, we determine that a mattershould not be communicated in our report because the adverseconsequences of doing so would reasonably be expected tooutweigh the public interest benefits of such communication.
The audit of the standalone financial statements of the company forthe quarter and year ended March 31, 2024, was carried out andreported by the erstwhile statutory auditors ASHM & Associates,Chartered Accountants, having firm registration no. 005790Cwho had expressed unmodified opinion vide their audit reportdated May 28, 2024, whose report have been furnished to us andwhich have been relied upon by us for the purpose of audit of thestandalone financial statements.
Our opinion is not modified in respect of the above matter.
1. As required by the Companies (Auditor's Report) Order, 2020(the "Order") issued by the Central Government of India interms of sub-section (11) of section 143 of the Act, we givein the "Annexure A" a statement on the matters specified inparagraphs 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 andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;
b) In our opinion, proper books of account as required bylaw have been kept by the Company so far as it appearsfrom our examination of those books except for thematters stated in paragraph 2(i)(vi) below on reportingunder Rule 11(g) of the Companies (Audit and Auditors)Rules, 2014;
c) The standalone balance sheet, the standalone statementof profit and loss (including other comprehensive loss),standalone statement of changes in equity and thestandalone statement of cash flows dealt with by thisReport are in agreement with the 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 ended April 02, 2025 and April 10,2025 taken on record by the Board of Directors, none ofthe directors is disqualified as on March 31, 2025, frombeing appointed as a director in terms of Section 164 (2)of the Act;
f) The modification relating to the maintenance of accountsand other matters connected therewith are as stated inthe paragraph 2(b) above on reporting under Section143(3)(b) of the Act and paragraph 2(i)(vi) below onreporting under Rule 11(g) of the Companies (Audit andAuditors) Rules, 2014;
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 B" tothis report. Our report expresses an unmodified opinionon the adequacy and operating effectiveness of theCompany's internal financial controls with reference tofinancial statements;
h) In our opinion, and according to the information andexplanations given to us, the remuneration paid by thecompany to its directors during the year is in accordancewith the provisions of section 197 read with Schedule Vof the Act;
i) With respect to the other matters to be included inthe Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in ouropinion and to the best of our information and accordingto the explanations given to us:
i. The company has disclosed the impact of pendinglitigations as at March 31, 2025 on its financialposition in its standalone financial statements. ReferNote 36 to the standalone financial statements.
ii. The Company did not have any long-term contractsincluding derivative contracts for which there wereany material foreseeable losses.
iii. There are no amounts which are required to betransferred to the Investor Education and ProtectionFund by the Company.
iv. ( a) The management has represented that, to the
best of its knowledge and belief, as disclosedin note no.-45(f) of notes 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 toor in any other person or entities, includingforeign entities ("Intermediaries"), with theunderstanding, whether recorded in writing orotherwise, that the Intermediary shall, whether,directly or indirectly lend or invest in otherpersons or entities identified in any mannerwhatsoever by or on behalf of the Company("Ultimate Beneficiaries") or provide anyguarantee, security or the like on behalf of theUltimate Beneficiaries.
(b) The management of the Company hasrepresented, that, to the best of its knowledgeand belief, as disclosed in note no.-45(g) ofnotes to the standalone financial statements, nofunds have been received by the Company fromany person or entities, including foreign entities("Funding Parties"), with the understanding,whether recorded in writing or otherwise,that the Company shall, whether, directly orindirectly, lend or invest in other person orentities identified in any manner whatsoever byor on behalf of the Funding Parties ("UltimateBeneficiaries") or provide any guarantee,security or the like on behalf of the UltimateBeneficiaries; and
(c) Based on such audit procedures that havebeen considered reasonable and appropriatein the circumstances, nothing has come to ournotice that has caused us to believe that therepresentations under sub-clause (i) and (ii) ofRule 11(e), as provided under (a) and (b) above,contain any material misstatement.
v) No dividend has been declared or paid during theyear by the Company.
vi) Based on our examination, which included testchecks, the Company has used an accountingsoftware for maintaining its books of accounts for thefinancial year ended March 31, 2025 which have afeature of recording audit trail (edit log) facility exceptaudit trail functionality at the database level due toinherent limitations of the software and the same
has operated throughout the year for all relevanttransactions recorded in the accounting softwaresystems. Further, during the course of our auditwe did not come across any instance of audit trailfeature being tampered with and the audit trail hasbeen preserved by the Company as per the statutoryrequirements for record retention (refer Note - 45(k)of the standalone financial statements)
For S S Kothari Mehta & Co. LLP
Chartered AccountantsFirm's Registration No. 000756N/N500441
Amit Goel
Partner
Date: May 28, 2025 Membership No. 500607
Place: New Delhi UDIN: 25500607BMLATU5632