Fratelli Vineyards Ltd Directors Report

To

The Members of

Fratelli Vineyards Limited

[Formerly known as Tinna Trade Limited]

The Board of Directors of Fratelli Vineyards Limited ("Fratelli" or "the Company") is pleased to present the 18th Annual Report on the business performance and operations together with the Audited Standalone and Consolidated Financial Statements of the Company for the year ended March 31, 2026 ("FY2026").

1. KEY FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)

(Rs In Lakhs)

Particulars	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26	Consolidated FY 2024-25
Revenue from Operations	67.83	12,471.59	18,128.65	17,844.09
Other Income	74.61	77.72	321.62	347.53
Total Income	142.44	12,549.31	18,450.27	18,191.62
Finance Cost	19.68	299.12	1,326.44	1,058.57
Depreciation & Amortisation	4.72	5.52	883.73	724.44
Profit/(Loss) Before Tax	(545.45)	(509.61)	(2,666.30)	(1,759.79)
Total Tax Expense	362.19	(87.16)	(175.11)	(475.97)
Profit/(Loss) After Tax	(907.64)	(422.45)	(2,491.19)	(1,283.82)

2. FINANCIAL REVIEW AND STATE OF COMPANYS AFFAIRS

A) Standalone

During FY 2025–26, the Companys revenue from operations on a standalone basis stood at Rs67.83 lakhs, compared with Rs12,471.59 lakhs in the previous financial year. The Company reported a loss before tax of Rs545.45 lakhs, as against a loss before tax of Rs509.61 lakhs in FY 2024–25. The loss after tax for the year stood at Rs907.64 lakhs, compared with Rs422.45 lakhs in the previous financial year. Cash and cash equivalents as at March 31, 2026 stood at Rs9.24 lakhs, unchanged from the previous financial year.

The financial performance of the Company during the year under review should be viewed in the context of the strategic transformation undertaken during the preceding financial year. Pursuant to the approved business restructuring, the Company transitioned from its erstwhile agri-commodity trading business to the wine business. Consequently, the substantial decline in standalone revenue and the losses reported during the year were primarily attributable to the restructuring of business operations, transition-related costs and the absence of revenue from the discontinued agri-commodity trading business.

(B) Consolidated

During FY 2025–26, the Companys revenue from operations on a consolidated basis stood at Rs18,128.65 lakhs, compared with Rs17,844.09 lakhs in the previous financial year, representing an increase of 1.59%. The Company reported a loss before tax of Rs2,666.30 lakhs, as against a loss before tax of Rs1,759.79 lakhs in FY 2024–25. The loss after tax for the year stood at Rs2,491.19 lakhs, compared with Rs1,283.82 lakhs in the previous financial year. Cash and cash equivalents as at March 31, 2026 stood at Rs6.90 lakhs, compared with Rs40.85 lakhs as at March 31, 2025.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of the Companys business during the financial year under review.

4. TRANSFER TO RESERVES

During the year under review, no amount was transferred to any specific reserves by the Company.

5. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended 31st March, 2026, in order to conserve resources and support the Companys ongoing strategic initiatives. This decision aligns with the Companys long-term objectives and capital allocation priorities.

6. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

The company has one wholly owned subsidiary, Fratelli Wines Private Limited. The company does not have any associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act").

In accordance with the provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statements of the subsidiary company in Form AOC-1 is annexed to this Annual Report as Annexure - I.

7. SHARE CAPITAL

Authorised Share Capital

The Authorised Share Capital of the Company as on 31st March, 2026 is INR 44,00,00,000 (Rupees Forty Four Crores Only) divided into 4,40,00,000 (Four Crores Forty Lakhs) equity shares of INR 10/- (Rupees Ten) each.

There was no change in the Authorised Share Capital of the Company during the financial year under review.

Paid-up and Subscribed Share Capital

The Paid-up and Subscribed Share Capital of the Company as on 31st March, 2026 is INR 43,47,23,940 (Rupees Forty Three Crores Forty Seven Lakhs Twenty Three Thousand Nine Hundred Forty Only) divided into 4,34,72,394 (Four Crores Thirty Four Lakhs Seventy Two Thousand Three Hundred Ninety Four) equity shares of INR 10/- (Rupees Ten) each.

During the Financial Year 2025-26, the Company made the following allotments pursuant to the conversion of warrants issued on a preferential basis:

1. On October 28, 2025, the Company allotted 1,50,000 (One Lakh Fifty Thousand) equity shares of face value of Rs10/- each pursuant to the conversion of 1,50,000 fully paid-up warrants.

2. On November 11, 2025, the Company allotted 44,500 (Forty-Four Thousand Five Hundred) equity shares of face value of Rs10/- each pursuant to the conversion of 44,500 fully paid-up warrants.

8. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

M/s S S Kothari Mehta & Co. LLP, Chartered Accountants (Firm Registration No. 000756N/N500441), were appointed as the Statutory Auditors of the Company at the Annual General Meeting held on 24 September 2025 to hold office from the conclusion of the said Annual General Meeting until the conclusion of the 22nd Annual General Meeting of the Company to be held in the year 2030, in accordance with the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder.

The Statutory Auditors have confirmed that they continue to satisfy the eligibility criteria prescribed under the Companies Act, 2013 and that their appointment is within the limits specified under Section 141 of the Act.

The Report given by the Statutory Auditors on the financial statements of the Company is part of this Integrated Annual Report and does not contain any qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. During the year under review, the Auditors have not reported any fraud under Section 143(12) of the Act.

The auditors report are self-explanatory and do not require any explanation or comments from the Board, under Section 134(3)(f) of the Companies Act, 2013.

B. Cost Auditors

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

C. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended, consequent to the resignation of M/s SCV & Co. LLP, Chartered Accountants (Firm Registration No. 000235N/N500089), as the Internal Auditor of the Company, the Board of Directors, at its meeting held on August 11, 2025, based on the recommendation of the Audit Committee, appointed Mr. Sourabh Gupta, Senior Manager – Accounts, as the Internal Auditor of the Company for the Financial Year 2025-26 to fill the resultant vacancy.

The scope of work and authority of the Internal Auditors is as per the terms of reference duly approved by Audit Committee. The Internal Auditors periodically monitors and evaluates the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

D. Secretarial Auditor

In terms of the provisions of SEBI Listing Regulations read with the circulars issued by SEBI dated 12th December 2024 and 31st December 2024, the Board, at its meeting held on 28th May 2025, has appointed M/s. Ajay Baroota & Associates (Membership No. 3495 and COP No. 3945), Practising Company Secretary, as Secretarial Auditor and further approved by the shareholders in ensuing Annual General Meeting held on 24th September, 2025, for conducting Secretarial Audit of the Company for a term of 5 consecutive years w.e.f. 1st April 2025 till 31st March 2030 and remuneration the appointed period may be decided by the Board of Directors in consultation with the Secretarial Auditor of the Company. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

The Secretarial Audit Report for the financial year ended 31st March, 2026 issued by the Secretarial Auditor, M/s. Ajay Baroota & Associates in Form MR-3, is annexed to this Report as Annexure III

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

9. DETAILS OF CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) Appointments of Directors:

During the year under review, based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board and the shareholders have approved the appointment of Mr. Sanjay Jain (DIN: 01014176) as a Non-Executive Independent Director of the Company with effect from 12th February, 2026.

(B) Resignation / Completion of Tenure of Directors:

During the year under review, Mr. Sanjit Singh Randhawa, (DIN No. 03507409) resigned from the office of Non-Executive Independent Director of the Company with effect from the close of business hours on 13th November, 2025.

(C) Retirement by rotation and subsequent reappointment

In accordance with the provisions of Section 152 of the Companies Act read with provisions contained in the Articles of Association of the Company, Mr. Aditya Brij Sekhri (DIN No. 08712221) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered his candidature for reappointment. The notice convening the AGM includes the proposal for re-appointment of Directors.

(D) Appointments and resignations of Key Managerial Personnel:

During the year under review, there is no change in Key Managerial Personnel.

(E) Declarations

(i) Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company.

(ii) Affirmation of all members of the board of directors and Senior Management Personnel have been received on the code of conduct for board of directors and senior management.

(iii) Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b), 25(8) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

(iv) The Company maintains a policy of transparency and ensures an arms length relationship with Independent Directors. No transactions were entered into with Independent Directors during the year that could have any material pecuniary relationship with them. Apart from sitting fees, no remuneration was paid to any Independent Director.

10. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(A) Board of Directors

The Board comprises of seven directors with an optimum composition of executive, non-executive Independent Director, ensuring strong corporate governance and safeguarding stakeholder interests. Their collective expertise and integrity drive strategic decision-making and enhance long-term value creation. The Board of Directors met 7 (seven) times during the year under review. Further details of composition of board of directors including remuneration, number of meetings and attendance thereof, forms part of report on corporate governance which is appended as Annexure IV to this Board Report.

(B) Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following were the Key Managerial Personnel of the Company as on 31st March, 2026:

(i) Mr. Gaurav Sekhri, Managing Director of the Company

(ii) Mr. Rajesh Kumar Garg, Chief Financial Officer of the Company,

(iii) Mr. Mohit Kumar, Company Secretary and Compliance officer of the Company (Resigned w.e.f. 3rd April, 2026).

11. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has constituted the following Committee in accordance with the provisions of the Companies Act, 2013 read with the rules made thereunder and the SEBI Listing Regulations;

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee:

The details relating to the same are given in Annexure IV – Report on Corporate Governance forming part of this Board Report.

12. FRATELLI EMPLOYEE STOCK OPTION PLAN 2026 ("ESOP Scheme 2026")

The Board of Directors at their meeting held on September 01, 2026, has approved the formulation and adoption of Fratelli Employees Stock Option Scheme 2026 ("ESOP Scheme 2026") subject to the approval of the members of the Company at the ensuing AGM. The key details of ESOP 2026 are provided in the Explanatory Statement annexed to the Notice of the ensuing AGM for the consideration of the members.

13. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company conducts familiarization programmes to keep its Independent Directors well-informed about the Companys business operations, management structure, strategic initiatives, industry trends, and key regulatory developments. These programmes are designed to provide Directors with a holistic understanding of the Company and the industry in which it operates, enabling them to contribute effectively to Board deliberations.

Details of the familiarization policy and programmes conducted are available on the Companys website: www.fratelliwines.in.

14. COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The policy on Directors appointment and remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance Report, which forms a part of this report and is available on the website of the Company www.fratelliwines.in

15. PERFORMANCE EVALUATION

In terms of the requirements of the Act and the SEBI Listing Regulations, an annual performance evaluation of the Board is undertaken where the Board formally assesses its own performance with the aim of improving the effectiveness of the Board and its Committees.

The Company has a structured framework through which the Nomination and Remuneration Committee ("NRC") evaluates the performance of the Board, its Committees, the Chairman, individual Directors, and the governance processes that support the Boards functioning. The framework sets out specific criteria and parameters on which each Director, in their individual capacity, is assessed.

The key criteria for performance evaluation of the Board and its Committees include aspects such as composition and structure, effectiveness of Board processes, information sharing and functioning. The criteria for performance evaluation of the individual Directors include aspects such as professional conduct, competency, and contribution to the Board and Committee meetings. The criteria for performance evaluation of the committees of the Board include aspects such as the composition of committees and effectiveness of committee meetings. The performance evaluation of the individual Directors and Independent Directors was done by the entire Board excluding the Director being evaluated. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

16. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto as "Annexure-VI" and forms a part of this report.

17. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Section 135 of the Companies Act, 2013, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year is required to incur at least 2% of the average net profits of the preceding three financial years towards Corporate Social Responsibility (CSR).

As per audited financial statements for the year ended on 31 March, 2026, the company did not meet the prescribed threshold. Accordingly, the provisions relating to CSR were not applicable to the Company during the year under review.

18. DEPOSITS

During the year under review, the Company has not accepted any deposits falling within the ambit of section 73 of the Companies Act, 2013 and the rules framed thereunder. The Company does not have any unclaimed deposits as of date.

19. REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - II to this Report.

The information in respect of employees of the Company pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - II forming part of this report.

20. EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013 (the Act) and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2026, in Form MGT - 7, is available on the website of the Company at www.fratelliwines.in.

21. CORPORATE GOVERNANCE

Your Company has complied with the requirements of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, with regard to Corporate Governance practices. A report on the Corporate Governance practices and Certificate from Company Secretary confirming compliance is included in the Annual Report.

22. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report for the year under review, as required under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report and is provided separately.

23. DISCLOSURE ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) and 134(5) of the Companies Act, 2013, The Board of Directors hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there was no material departure.

b) the Director had selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and out of the profit and loss of the company for that period;

c) The Director have taken proper and sufficient proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared the annual accounts on a going concern basis

e) The Directors had laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as a part of the financial statements.

26. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulation during the financial year were in the ordinary course of business and on an arms length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. In compliance of applicable laws, your company has formulated a policy on dealing with related party transactions and details of the policy is available on the website https://investor-relations.fratelliwines.in.

As per SEBI Listing Regulations the Related Party Transactions summary are placed before the Audit Committee for review and approval periodically. Prior omnibus approval is obtained or Related Party Transactions for transactions which are of repetitive nature and / or entered in the ordinary course of business and are at Arms Length.

During the year under review, the Company has not entered into any contracts/arrangements/ transactions with related parties outside the purview of applicable provisions of Act and Regulations and Company policy on related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC-2 is not applicable. The details of the related party transactions as per Indian Accounting Standards (Ind AS) are set out in Note no. 31 of the Standalone Financial Statements of the Company

27. INTERNAL FINANCIAL CONTROLS

The Board and Management of the company are responsible to establishing & monitoring an effective internal control system to ensure the reliability and Integrity of financial reporting. The Company has implemented a well-structured framework comprising systems, policies, procedures and controls that are currently in operation to ensure the orderly and efficient conduct of its business operations. This includes adherence to the policies, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Management has assessed the effectiveness of the Companys internal control over financial reporting as at March 31, 2026, and believes that the Company has a proper and adequate internal control system, commensurate with its size and operations, which is well-documented, digitized, embedded in the business processes, and effectively designed and operating to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.

Some of the significant features of internal control systems includes:

- Clearly defined roles and responsibilities to prevent unauthorized transactions.

- Stringent approval mechanisms for financial transactions and capital expenditures.

- Adherence to the applicable laws, regulations, standards and internal procedures and systems.

- Regular internal audits and management reviews to assess the effectiveness of controls.

- Measures to de-risk assets, resources and protect against any loss, and providing trainings for safety measures.

- Ensuring integrity of the accounting system through proper authorization and recording of all transactions.

- Preparation and monitoring of annual budgets across operational and support functions.

- Oversight by the Audit Committee of the Board, which regularly reviews audit plans, key findings, internal controls, and compliance with accounting standards.

- Continuous enhancement and upgradation of IT systems supporting internal controls.

Assurance on the effectiveness of internal controls is derived from management reviews, self-assessment exercises, and periodic evaluations by the compliance team. These controls are also independently tested by both internal and statutory auditors during their audits.

The Statutory Auditors have audited the financial statements forming the part of Annual Report and issued their report on Companys internal financial control over financial reporting, as defined under section 143 of the Companies Act, 2013.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The company has established Vigil Mechanism ("Whistle Blower Policy") in accordance with the provisions Section 177 (9) & (10) of the Companies Act, 2013 and regulation 22 of Listing regulation, to report instance of unethical behavior and provide for direct access to the chairman of Audit Committee in exceptional case. The Vigil Mechanism Policy has been uploaded on the website of the Company.

Further details with respect to the Vigil Mechanism, forms part of report on corporate governance which is appended as Annexure IV to this Board Report.

29. RISK MANAGEMENT

The Board believes that risk management is very essential to achieve strategic objectives and long-term sustainability. In this volatile, uncertain and complex operating environment, only companies that manage their risk effectively can sustain. Our focus is to identify such risk and embed mitigate actions for material risk that could impact companys strategic objectives and long-term sustainability. The nature of business is such that it is subject to certain risks at different points of time. Some of these include escalation in the cost of raw materials and other inputs, increasing competitive intensity from other players, changes in regulation from central and state governments, cyber security, data management and migration risks, data privacy risk, environmental and climate risk

The Board has devised and implemented a mechanism for risk management and has developed a Risk Management Policy, aims at identifying, analyzing, assessing, mitigating, monitoring and governing any risk or potential threat in the achievement of strategic objectives of the company. Our Risk Management Policy which assists the Management in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit.

Risk management is embedded in the Companys corporate strategies and operating framework, and the risk framework helps the Company to meet its objectives by aligning operating controls with the corporate mission and vision. The Companys risk management framework supports an efficient and risk-conscious business strategy, delivering minimum disruption to business and creating value for our stakeholders. The Company has in place comprehensive risk assessment and minimization procedures, integrated across all operations and entails the recording, monitoring and controlling enterprise risks and addressing them timely and comprehensively.

The Company classifies risks into the following major categories:

- Strategic Risks · related to external environment, business model, and long-term sustainability.

- Operational Risks · arising from internal processes, supply chain, IT systems, and human resources.

- Financial Risks · including credit risk, liquidity risk, interest rate fluctuations, and foreign exchange exposure.

- Compliance and Regulatory Risks · related to changes in applicable laws, regulations, and policies.

- Reputational Risks · concerning brand image, public perception, and stakeholder trust.

The Company has always had a proactive approach when it comes to risk management where it periodically reviews the risks and strives to develop appropriate risk mitigation measures for the same.

Risk Governance Structure

The Company has instituted a Risk Governance Structure to ensure that risks are identified, assessed, monitored, and mitigated at various levels across the organization. The governance framework establishes clear roles and responsibilities for risk management, promoting accountability and transparency.

Board of Directors

The Board holds the ultimate responsibility for overseeing the Companys risk management framework. It ensures that appropriate systems and policies are in place to manage material risks and align risk appetite with strategic objectives. The Board periodically reviews major risks and the effectiveness of risk mitigation measures.

Audit Committee

The Audit Committee, on behalf of the Board, plays a key role in reviewing the Companys risk profile and internal control systems. It evaluates the adequacy of the risk management framework, policies, and risk registers, and provides guidance to management for improvement where necessary.

Senior Management

The Senior Management is responsible for establishing and maintaining a sound internal control environment. They ensure that risk management is embedded into business planning, operations, and decision-making processes. Departmental heads are accountable for identifying risks within their functions and implementing suitable controls.

Internal Audit

Internal Audit provides independent assurance to the Audit Committee and the Board on the effectiveness of internal controls and risk management processes. It evaluates the design and operational effectiveness of controls and recommends improvements where needed.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the Rules made thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the POSH Act.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as under:

Sr. No.	Particulars	Details
1.	Number of complaints pending as on beginning of the financial year	NIL
2.	Number of complaints received during the financial year	NIL
3.	Number of complaints disposed of during the financial year	NIL
4.	Number of complaints pending as on end of the financial year	NIL

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

32. REPORTING OF FRAUDS

There was no instance of fraud during the year FY2026 which was required to be reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act and rules made thereunder.

33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company firmly believes that its people are its most valuable asset, and this principle continues to be at the core of all its Human Resource Management (HRM) practices. It emphasizes on the freedom to express views, competitive pay structure, performance-based reward system and growth opportunities. The Company supports a competitive compensation structure, a performance-driven reward system, and ample growth opportunities. It has implemented well-documented, employee-friendly policies aimed at enhancing transparency, fostering a culture of teamwork and mutual trust, and aligning individual aspirations with the Companys strategic goals.

The Company also provides industry-relevant training to upgrade the skills and competencies of its workforce. It is committed to cultivating a work environment that ensures fairness, inclusivity, and equal opportunities for all employees. Fratelli Vineyards Limited remains dedicated to upholding the highest standards of ethics, maintaining a learning-oriented culture, and offering long-term growth opportunities across all levels of the organization.

34. ACKNOWLEDGEMENTS

Your Board would like to express their sincere appreciation to all employees for their dedication, commitment, and invaluable contributions to the Companys success. Their passion and perseverance have been instrumental in positioning the Company at the forefront of the industry. We also express our gratitude to our valued customers for their continued trust, appreciation, and loyalty towards our products.

The Board is deeply thankful to our investors and banking partners for their steadfast support throughout the year. We also acknowledge the continued guidance and cooperation received from regulatory authorities, including SEBI, the Stock Exchanges, and other Central and State Government bodies. Furthermore, we appreciate the support and collaboration of our supply chain partners and other business associates. We look forward to their continued association as we move ahead on our growth journey.

For Fratelli Vineyards Limited

Place: New Delhi

Date: September 1, 2026

Regd. Office Address: No. 6, Sultanpur, Mandi Road, Mehrauli, New Delhi -110030

Gaurav Sekhri

Managing Director

DIN NO. 00090676

Puja Sekhri

Director

DIN No. 00090855