To, THE MEMBERS OF CUPID BREWERIES AND DISTILLERIES LIMITED (Formerly known as CUPID TRADES AND FINANCE LIMITED)
We have Audited the accompanying standalone financial statements of CUPID BREWERIES AND DISTILLERIES LIMITED (the Company), which comprises of Balance Sheet as at March 31, 2026, the Statement of Profit and Loss, the Statement of Changes in Equity and the Statement of Cash Flow for the year ended and notes to the financial statements, including a summary of significant 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 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 prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules, 2015 as amended, (Ind AS) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2026 and its loss (including other comprehensive income), changes in equity and its cash flows for the year ended March 31, 2026.
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditors 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 relevant to our audit of the financial statements under the provisions of the Act and the Rules made 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 Matters - (1) Valuations as per the IBBI Registered Valuers acquired through share-swap M/s Crochet Industries Private Limited and M/s Rinpoche Spirits Private limited from the respective shareholders of these companies (Rs 65,432 lakhs) duly approved by the shareholders in the related EGMs and BSE approvals in the applicable regulatory process. (2) Excise License fee for the FY 2026-27 paid for the Gopalpur Unit Under acquisition.
On the basis of our audit conducted on a test-check basis, the Company has internal financial controls as required under the Companies Act, 2013. However, the Company is in the process of strengthening its internal financial control framework and establishing a comprehensive framework in line with scaling up for future operations. The Board of Directors and the Audit Committee are actively involved in this process and have initiated steps to implement the necessary controls, with an action plan for full implementation within the next financial year. Our opinion is not modified in respect of this matter.
The Companys Board of Directors is responsible for the other information. The other information comprises the information included in the Boards Report including annexures to the Boards Report, the Business Responsibility Report, the Corporate Governance Report and the Management Discussion and Analysis, but does not include the standalone 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 or 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 it is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. If, based on the work performed, we conclude there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Companys Board of Directors is responsible for the matters stated in Section 134(5) of 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 (including other comprehensive income), changes in equity and cash flows of the Company in accordance with Ind AS and other accounting principles generally accepted in India, including maintenance of adequate accounting records, safeguarding of assets, prevention and detection of frauds and irregularities, selection and application of appropriate accounting policies, reasonable and prudent judgements and estimates, and design, implementation and maintenance of adequate internal financial controls that were operating effectively.
In preparing the financial statements, management is responsible for assessing the Companys 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 Companys financial reporting process.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors 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 SAs will always detect a material misstatement when it exists. As part of an audit in accordance with SAs, we exercise professional judgement and maintain professional scepticism throughout the audit, and we also: identify and assess risks of material misstatement and design procedures responsive to those risks; obtain an understanding of internal control relevant to the audit and, under Section 143(3)(i), express an opinion on the adequacy and operating effectiveness of the Companys internal financial controls; evaluate the appropriateness of accounting policies and reasonableness of estimates; conclude on the appropriateness of managements use of the going-concern basis and, if a material uncertainty exists, draw attention to it or modify our opinion; and evaluate the overall presentation, structure and content of the financial statements, including disclosures.
We communicate with those charged with governance regarding the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control, and provide a statement on compliance with relevant ethical requirements regarding independence.
As required by the Companies (Auditors Report) Order, 2020 (the Order), issued by the Central Government under Section 143(11) of the Act, we give in Annexure A a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.
As required by Section 143(3) of the Act, we report that:
(a) We have sought and obtained all 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, so far as it appears from our examination of those books.
(c) The Balance Sheet, Statement of Profit and Loss (including OCI), Statement of Changes in Equity and Cash Flow Statement dealt with by this report are in agreement with the books of account.
(d) In our opinion, the 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 written representations received from the directors as on 31 March 2026, and based on the audit procedures considered reasonable and appropriate, nothing has come to our notice that causes us to believe the Rule 11(e) representations (on intermediary/ultimate-beneficiary funding arrangements) contain any material misstatement.
(f) The Company has not declared or paid any dividend during the year; Section 123 is therefore not applicable.
(g) On the basis of written representations received from the directors, none of the directors is disqualified under Section 164(2) of the Act as on 31 March 2026.
(h) With respect to the adequacy of internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate report in Annexure B.
(i) In our opinion, remuneration paid to directors during the year is in accordance with Section 197(16) read with Schedule V of the Act.
(j) With respect to the other matters under Rule 11 of the Companies (Audit and Auditors) Rules, 2014: (i) the Company has disclosed the impact of pending litigations, if any, on its financial position; (ii) the Company had no long-term contracts, including derivative contracts, for which there were material foreseeable losses; (iii) there were no amounts required to be transferred to the Investor Education and Protection Fund; (iv) based on test checks, the accounting software used did not have an audit-trail (edit log) feature enabled throughout the year for all relevant transactions, and we are accordingly unable to comment on that feature; (v) no dividend was declared or paid, so Rule 11(f) reporting is not applicable.
For M M R S & Co. Chartered Accountants FRN: 013830S
Sd/- CA Mohan Rao M Partner Membership No. 231079 Unique Document Identification Number: 26231079PYEQYC4104
Place: Hyderabad Date: May 18, 2026
On the basis of such checks as we considered appropriate and according to the information and explanations given to us during the course of our audit, we state that:
(a) The Company has maintained proper records showing full particulars, including quantitative details and situation of its property. Plant and Equipment, capital work-in progress and relevant details of right-of-use assets.
(b) The Company does not have any intangible assets.
(c) As explained to us, Property, Plant and Equipment have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification.
(d) All the properties, plants & equipments and capital work-in progress are held in the name of the Company as at the balance sheet date.
(e) The Company has not revalued its property, plant and equipment (including right to use assets) or Intangible assets or both during the year.
(f) According to the information and explanations given to us and on the basis of our examination of the records of the Company, No proceedings have been initiated during the year or are pending against the Company as at March 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (amended in 2016) and rules made thereunder.
(a) As explained to us, inventories have been physically verified during the year by the management at reasonable intervals. No material discrepancy of 10% or more in the aggregate for each class of inventory were noticed on physical verification of stocks by the management as compared to book records.
(b) During any point of time of the year, the company has not been sanctioned any working capital limits from banks or financial institutions on the basis of security of current assets.
According to the information and explanations given to us, during the year, the Company made investments in the equity shares of two companies, both of which became subsidiaries of the Company consequent to such investments, as detailed below. The Company did not provide any guarantee or security, or grant any loans or advances in the nature of loans, secured or unsecured, to any company, firm, limited liability partnership or any other party during the year.
A) Crochet Industries Private Limited (CIPL) - Pursuant to the approval of the Board of Directors at its meeting held on 11 April 2025, the Company acquired 4,40,25,010 equity shares of CIPL, constituting 97.83% of its equity share capital, through a share-swap arrangement, by allotting 5,00,12,411 equity shares of the Company as consideration, resulting in CIPL becoming a subsidiary. Subsequently, pursuant to the approval of the shareholders at the Extra-Ordinary General Meeting held on 27 January 2026 and the Board at its meeting held on 02 March 2026, the Company acquired a further 8,75,000 equity shares of CIPL through a share-swap arrangement, by allotting 6,51,387 equity shares of the Company as consideration, increasing the Companys shareholding in CIPL from 97.83% to 99.78%.
(B) Rinpoche Spirits Private Limited (RSPL) - Pursuant to the approval of the shareholders at the Extra-Ordinary General Meeting held on 27 January 2026 and the Board at its meeting held on 02 March 2026, the Company acquired 44,96,038 equity shares of RSPL, constituting 100% of its equity share capital, through a share-swap arrangement, by allotting 3,87,08,920 equity shares of the Company as consideration, resulting in RSPL becoming a wholly-owned subsidiary.
(a) The Company did not, during the year, provide any loans or advances in the nature of loans, or stand guarantee, or provide security to any other entity; clause 3(iii)(a) is accordingly not applicable.
(b) In respect of the investments made as stated above,
(c) to (f) The Company did not grant any loans or advances in the nature of loans during the year; clauses 3(iii)(c),(d), (e) and (f) are accordingly not applicable.
According to the information and explanations given to us and on the basis of our examination of the records of the Company, the Company has, during the year, made investments in the equity shares of CIPL and RSPL as more fully described in clause 3(iii) above. In our opinion and according to the information and explanations given to us, [the investment in RSPL, being an acquisition of a wholly-owned subsidiary, is covered by the exemption under Section 186(11) of the Act; the investment in CIPL, not being a wholly-owned subsidiary, is subject to the limits and disclosure requirements of Section 186, and the Company has complied with the same, including as to the timing of shareholder approval relative to the April 2025 tranche. The Company has not granted any loans, or provided any guarantee or security, that would attract the provisions of Section 185 of the Act.
No deposits or amounts deemed to be deposits within the meaning of Sections 73-76 or the Companies (Acceptance of Deposits) Rules, 2014 have been accepted; clause 3(v) is not applicable.
Maintenance of cost records has not been specified by the Central Government under Section 148(1) for the Companys business activity; not applicable.
(a) TDS liabilities remain in the books in respect of undisputed statutory dues; the Company has been inconsistent in depositing TDS with the appropriate authorities. Outstanding TDS as at 31 March 2026, all less than six months old, was as follows. There is no outstanding liability for PF, IEPF, ESI, income tax, GST, sales tax, service tax, customs duty, excise duty, VAT or cess.
| 1 | Sec 192 TDS on Salary | 21,37,200 |
| 2 | Sec 194A TDS on Interest | 1,12,110 |
| 3 | Sec 194J TDS on Professional Fees | |
| 4 | Sec 194I TDS on Rent | 1,58,600 |
| Total | 28,47,610 |
(b) No statutory dues referred to in (a) above are undeposited on account of any dispute.
No previously unrecorded income was surrendered or disclosed during the years tax assessments; clause 3(viii) not applicable.
(a) No default in repayment of loans/borrowings or interest thereon to lenders.
(b) No loans taken from banks or financial institutions; hence no willful-defaulter declaration.
(c) No term loan taken during the year; clause 3(ix)(c) not applicable.
(d) No short-term funds raised for short-term purposes were diverted.
(e)-(f) The Company has no subsidiary, joint venture or associate as on the balance sheet date; clauses 3(ix)(e) and (f) not applicable. (a) The Company has not raised any money by way of Initial public offer or further public offer... (b) The Company has not made any preferential allotment, private placement of shares or fully or partly convertible debentures during the year or in the recent past...
(a) The Company has not raised any money by way of Initial public offer or further public offer (including debt instrument) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable to the Company.
(a) No fraud by or on the Company was noticed or reported during the year.
(b) No Form ADT-4 report has been filed under Section 143(12) during the year or up to the date of this report.
(c) No whistle-blower complaints were received during the year or up to the date of this report.
Not a Nidhi Company; clause 3(xii) not applicable.
All related-party transactions comply with Sections 177 and 188 of the Act and have been disclosed in the financial statements as required by the applicable Accounting Standard.
(a) The Company has an adequate internal audit system commensurate with its size and business.
(b) Internal auditors reports for the period were considered by the statutory auditor.
No non-cash transactions with directors or connected persons; Section 192 not applicable.
Registration under Section 45-IA of the RBI Act, 1934 is not required; clauses 3(xvi)(a)-(c) not applicable. No core investment company exists in the Group; clause 3(xvi)(d) not applicable.
The Company incurred cash losses during the year; management submits this reflects revival-stage compliance/statutory-dues expenditure.
M/s. H. Rajen & Co., Chartered Accountants, the erstwhile statutory auditors of the Company, resigned from the office of Statutory Auditors with effect from 16 November 2025. Consequently, the Board of Directors, at its meeting held on 18 November 2025, appointed M/s. M M R S & Co., Chartered Accountants, as the Statutory Auditors of the Company to fill the resulting casual vacancy, subject to the approval of the members. The members subsequently approved the appointment of M/s. M M R S & Co., Chartered Accountants, through Postal Ballot, the results of which were declared on 21 December 2025, to hold office until the conclusion of the 40th Annual General Meeting of the Company.
Based on financial ratios, ageing and expected realisation/payment dates, and knowledge of Board/management plans, there is no material uncertainty related to going concern, and no material uncertainty in repayment of liabilities under clause 3(xix).
(a) According to the information and explanations given to us and based on our examination of the records, the provisions of Section 135 of the Companies Act, 2013 are applicable to the Company. However, since the amount required to be spent on Corporate Social Responsibility (CSR) activities under sub-section (5) of Section 135 of the Act for the year is Nil, being no average net profit in terms of Section 198 of the Act during the three immediately preceding financial years, the provisions of clause 3(xx)(a) of the Order relating to transfer of unspent amount to a Fund specified in Schedule VII are not applicable to the Company.
(b) For the reasons stated in (a) above, there being no unspent CSR amount pertaining to any ongoing project for the financial year, the provisions of clause 3(xx)(b) of the Order relating to transfer of unspent amount to a special account under sub-section (6) of Section 135 of the Act are not applicable to the Company.
There is no consolidation of financial statements, accordingly reporting under this clause is not applicable to the company
For M M R S & Co. Chartered Accountants FRN: 013830S
Sd/- CA Mohan Rao M Partner Membership No. 231079 Unique Document Identification Number: 26231079PYEQYC4104
Place: Hyderabad Date: May 18, 2026
We have audited the internal financial controls over financial reporting of CUPID BREWERIES AND DISTILLERIES LIMITED (the Company) as of March 31, 2026 in conjunction with our audit of the standalone financial statements of the Company for the year ended on that date.
The Companys management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential component of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the companies Act, 2013.
Our responsibility is to express an opinion on the Companys internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the Guidance Note) and the Standards on Auditing deemed to be prescribed under Section 143(10) of the Act to the extent applicable to an audit of internal financial controls, both applicable to an audit of internal financial controls and both issued by the Institute of Chartered Accountants of India (ICAI). Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.
Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Companys internal financial controls system over financial reporting.
A Companys internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A Companys internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the entity are being made only in accordance with authorisations of management; (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the entitys assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion and to the best of our information and according to the explanations given to us, the Company has broadly in all material respects, basic internal financial controls system over financial reporting. The company is in the process of strengthening its internal financial control framework and is in process of implementing and establishing a comprehensive framework in line with scaling up for future operations based on the internal control over financial reporting criteria considering the essential Component of internal control as stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. The Board of Directors and the Audit Committee are actively involved in this process and have initiated steps to implement the necessary controls.
For M M R S & Co. Chartered Accountants FRN: 013830S
Sd/- CA Mohan Rao M Partner Membership No. 231079 Unique Document Identification Number: 26231079PYEQYC4104
Place: Hyderabad Date: May 18, 2026
IIFL Customer Care Number
(Gold/NCD/NBFC/Insurance/NPS)
1860-267-3000 / 7039-050-000
IIFL Capital Services Support WhatsApp Number
+91 9892691696
Download The App Now
Follow us on
2026, IIFL Capital Services Ltd. All Rights Reserved
IIFL Capital Services Limited - Stock Broker SEBI Regn. No: INZ000164132 (Member ID - NSE: 10975 BSE: 179 MCX: 55995 NCDEX: 01249), DP SEBI Reg. No. IN-DP-185-2016, IA SEBI Regn. No: INA000000623, Merchant Banker SEBI Regn. No. INM000010940, RA SEBI Regn. No: INH000000248, BSE Enlistment Number (RA): 5016, AMFI-Registered Mutual Fund Distributor & SIF Distributor
ARN NO : 47791 (Date of initial registration – 17/02/2007; Current validity of ARN – 08/02/2027), PFRDA Reg. No. PoP 20092018, IRDAI Corporate Agent (Composite) : CA1099
This Certificate Demonstrates That IIFL As An Organization Has Defined And Put In Place Best-Practice Information Security Processes.
