Tinna Trade 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 17^lh 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, 2025 ("FY2025").

1. KEY FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATE

Particulars	Standalone		Consolidated
	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	12,471.59	24,535.36	30,209.66	45,107.48
Other Income	77.72	108.43	425.25	377.55
Total Income	12,549.31	24,643.79	30,634.91	45,485.03
Profit before Financial costs and D&A Expenses (IBIIDA)	(204.97)	439.52	(181.75)	3,249.33
Financial costs	299.12	407.54	1,357.69	1,363.90
Depreciation and amortization expenses	5.52	11.72	729.96	660.91
Profit before tax	(509.61)	20.26	(2,269.40)	1,224.52
Total Tax expense	(87.16)	8.76	(563.14)	337.55
Net Profit	(422.45)	11.50	(1,706.26)	886.97
Other Comprehensive Expenses / (Income)	-	(231.72)	15.40	(31.51)
Profit after tax (PAT)	(422.45)	(220.22)	(1,690.86)	855.46

2. FINANCIAL REVIEW AND STATE OF COMPANYS AFFAIRS

Standalone

During the FY25, the revenue from operations for the standalone basis was H12,471.59 lacs, as compared to H24,535.36 lacs in the previous financial year; and Profit before tax was H(509.61) lacs as compared to H20.26 lacs in the previous financial year; and Profit after tax stood to H(422.45) lacs as compared to H11.50 lacs of the previous Financial Year; and the cash and cash equivalents at the end of year was H9.24 lacs as compared to H469.15 lacs in the previous financial year;

Consolidated

During the FY25, the revenue from operations for the standalone basis was H30,209.66 lacs, as compared to H45,107.48 lacs in the previous financial year; and Profit before tax was H(2,269.40) lacs as compared to H1,224.52 lacs in the previous financial year; and Profit after tax stood to H(1,706.26) lacs as compared to H886.97 lacs of the previous Financial Year; and the cash and cash equivalents at the end of year was H159.58 lacs as compared to H1,646.72 lacs in the previous financial year;

3. CHANGE IN THE NATURE OF BUSINESS

Historically, the company was engaged in the domain of Trading Agriculture Commodities, with its core business centred around dealing in commodities. While this line of business served the company well over the years, the board of directors, after comprehensive view on growth potential, and long-term strategic objectives, identified the need of fundamental realignment of companys business model. In line with this vision, the Board, at its meeting held on 1^st March 2024, approved the key strategic decisions, inter- alia including:

(a) The change of the Companys name to better reflect its new business identity and future direction; and

(b) The adoption of a new main object clause in the Memorandum of Association to align with the proposed business activities.

Pursuant to the provisions of the Companies Act, 2013, the above said decisions were placed before the Members and were duly approved at the Extra Ordinary General Meeting held on 1^st April 2024.

Consequently, the Company has formally exited the agricommodity trading business and transitioned its core focus to the wine industry. The new business focus encompasses:

(a) The production and marketing of premium wines,

(b) The development of vineyard-based tourism experiences,

(c) Establishment of a brand synonymous with quality winemaking and hospitality,

This strategic transformation marks a pivotal moment in the Companys journey, laying the foundation for sustainable long-term growth in a premium, high-potential sector. It reflects the Boards commitment to unlocking greater value for all stakeholders through a clear, focused, and forward-looking business strategy. The Companys nature of business focus has now shifted to making of wine and vineyard tourism.

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 31^st March, 2025, 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

During the reporting period, the company acquired 1 (one) wholly owned subsidiary company namely, 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. SHARECAPITAL Authorised Capital;

The Authorized Share Capital of the Company as on 31^st March 2025 is H44,00,00,000 (Rupees Forty Four Crores Only) divided into 44000000 (Four Crores Forty Lakhs) equity shares having face value of H10/- (Rupees Ten) each.

During the review period, the authorized share capital was increased from H9,00,00,000/- (rupees nine crores only) to H44,00,00,000 (Rupees Forty Four Crores Only) pursuant to the approval of the shareholders at the 01^st April 2024 and 03^rd August 2024, respectively.

Paid up and Subscribed Share Capital

The Paid up and Subscribed Share Capital of the Company as on 31^st March 2025 is H43,27,78,940/- (Rupees Forty Three Crores Twenty Seven Lacs Seventy Eight Thousands Nine

Hundred Forty Only) divided into 4,32,77,894 (Four Crores Thirty Two Lacs Seventy Seven Thousand Eight Hundred Ninety Four) equity shares having face value of H10/- (Rupees Ten) each.

During the year under review

- The Company issued and allotted 3,07,79,184 (Three Crores Seven Lakhs Seventy-Nine Thousand One Hundred Eighty-Four) equity shares of face value H10/- each at an issue price of H72/- per share, on a preferential basis, to the shareholders of Fratelli Wines Private Limited. The allotment, made on 22^nd April 2024, was by way of consideration other than cash, through a share swap arrangement.

- The Company issued and allotted 9,60,500 (Nine Lakhs Sixty Thousand Five Hundred) equity shares pursuant to the conversion of fully convertible warrants on preferential basis. The allotment made on 30^th May, 2024

- Further, the Company issued and allotted 19,01,000 (Nineteen Lakhs One Thousand) equity shares pursuant to the conversion of fully convertible warrants on preferential basis. The allotment made on 13^th June, 2024 , respectively.

- Additionally, the company issued and allot 10,72,460 (Ten Lakh Seventy Two Thousand Four Hundred Sixty) Equity shares of face value of H10/- (Rupees Ten only) each ("Equity Shares") for cash, at an issue price of H300/- (Rupees Three Hundred Only) per equity share (including a premium of H290/- per equity share). The allotment was made on 23^rd August, 2024.

Fully Convertible Warrants ("Warrants")

During the period, the Company issued and allotted 2861500 (Twenty Eight Lakhs Sixty-One Thousand Five Hundred) fully convertible warrants of face value H10/- each at an issue price of H72/- per share, on a preferential basis. The allotment, made on 1^st April 2024. These warrants have been converted into equity share 960500 and 1901000 dated 30^th May, and 13^th June, 2024.

Further, the Company issued and allotted 557650 (Five Lakhs Fifty Seven Thousand Six Hundred Fifty) fully convertible warrants of face value H10/- each at an issue price of H300/- per warrants on a preferential basis, to persons belonging to the "Promoter & Promoter Group" and "Non-Promoter" category. These warrants were outstanding as on 31^st march 2025, and yet to be convertible.

8. AUDITORS AND AUDITORS REPORT A. Statutory Auditors

M/s A S H M & Associates, Chartered Accountants, (Firm Registration No. 005790C) were appointed as Statutory Auditors of the Company at the 15^th Annual General Meeting (AGM) held on June 30, 2023 to hold the office for a period of 5 years until the conclusion of 20^th AGM of the Company. However, M/s A S H M & Associates, Chartered Accountant, Statutory Auditors shown their inability to continue as Statutory

Auditors of the Company due to commercial considerations, stating that they were not able to recover reasonable portion of their time cost. Accordingly, they tendered their resignation vide their resignation letter dated November 14, 2024, resulting into a casual vacancy in the office of Statutory Auditors of the company.

Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification or amendment thereto or re-enactment thereof for the time being in force) and all other applicable laws, if any, the aforesaid causal vacancy filled by the board members, duly recommended by audit committee, appointed M/s S S Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Registration No. 000756N/ N500441) for the financial year ended 31^st March, 2025, until the conclusion of the ensuing Annual General Meeting of the Company to be held for the financial year ending on 31^st March, 2025, subject to the confirmation by members. The members subsequently approved the said appointment through postal ballot dated 10^th Jan, 2025.

Further, M/s S S Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Registration No. 000756N/N500441) hold office until the conclusion of the ensuing Annual General Meeting and being eligible, have offered themselves for reappointment as statutory auditor until the conclusion of 22^nd Annual General Meeting of the company to be held in the Year 2030.

In accordance with the provisions of section 139(1) of the Companies Act, 2013, the company has received a written consent from M/s S S Kothari Mehta & Co. LLP, Chartered Accountants, (Firm Registration No. 000756N/N500441) to their appointment, alonwith a certificate, confirming that their appointment, if made, and that they satisfy the criteria provided in Section 141 of the Companies Act, 2013. The Audit Committee reviews the independence and objectivity of the Auditors and the effectiveness of the Audit process.

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 does 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 Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors in their meeting held on

November 13, 2024, based on the recommendation of the Audit Committee, appointed M/s SCV & Co. LLP, Chartered Accountants (Firm Reg. No: 000235N/ N500089), as Internal Auditor of the Company for the financial year 2024-25.

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

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the Company had appointed M/s. Ajay Baroota & Associates (Membership No. 3495 and COP No. 3945), Practising Company Secretary, to undertake the secretarial Audit of the Company for Financial Year 2024-25. The Secretarial Audit Report of the company and its material subsidiary are annexed herewith as Annexure- III. The observations made in the Secretarial Audit Report are self-explanatory and do not call for any further explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. However, the Board assures that the observations identified will be duly addressed in line with the applicable compliances.

In terms of the provisions of SEBI Listing Regulations read with the circulars issued by SEBI dated 12^th December 2024 and 31^st December 2024, the Board, at its meeting held on 28^th May 2025, has appointed M/s. Ajay Baroota & Associates (Membership No. 3495 and COP No. 3945), Practising Company Secretary, Practising Company Secretary, as Secretarial Auditor, subject to the approval of shareholders in ensuing Annual General Meeting, for conducting Secretarial Audit of the Company for a term of 5 consecutive years w.e.f. 1^st April 2025 till 31^st 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.

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 following appointments:

(i) Ms. Puja Sekhri (DIN No. 00090855) - appointed as an executive director of the company with effect from 03^rd July, 2024.

(ii) Mr. Aditya Brij Sekhri (DIN No. 08712221) - appointed as an executive director of the company with effect from 03^rd July, 2024.

(iii) Mr. Rahul Rama Narang, (DIN No. 00029995) - appointed as a Non-executive Independent Director of the company for a period of 5 years with effect from 13^lh August, 2024.

(iv) Mr. Sanjit Singh Randhawa, (DIN No. 03507409) - appointed as a Non-executive Independent Director of the company for a period of 5 years with effect from 13^th November, 2024.

(v) Mr. Nakul Nitin Zaveri, (DIN No. 02145129) - appointed as a Non-executive Independent Director of the company for a period of 5 years with effect from 13^th November, 2024.

(B) Resignation / Completion of Tenure of Directors:

During the year under review, the following directors resigned / completion of tenure:

(i) Mr. ASHISH MADAN (DIN: 00108676), has completed his second and final term as an Independent Director and consequently ceased to be a Director of the Company w.e.f. the close of business hours on August 06, 2024.

(ii) Ms. SANVALI KAUSHIK (DIN: 07660444) has tendered her resignation as an Independent Director of the Company, with effect from close of business hours on November 13, 2024.

(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, Ms. Puja Sekhri (DIN No 00090855) 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:

(i) Ms. Monika Gupta (Membership No. FCS-8015) has resigned from the post of Company Secretary and Compliance Officer from close of business hours on April 22, 2024.

(ii) Mr. Mohit Kumar (Membership No. ACS-38142) was appointed as Company Secretary and Compliance Officer of the Company with effect from April 22, 2024.

(iii) Mr. Shivesh Kumar, vide his letter dated August 12, 2024 has tendered his resignation as Chief Financial Officer of the Company with effect from the close of business hours on August 12, 2024 due to his personal reasons.

(iv) Mr. Rajesh Kumar Garg, was appointed as Chief Financial Officer of the Company with effect from August 13, 2024.

(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 10 (ten) 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 are the Key Managerial Personnel of the Company:

(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.

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. 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.

13. 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

14. 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 NonIndependent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

15. 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-V" and forms a part of this report.

16. 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, 2025, 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.

17. 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.

18. 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 - I 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 - I forming part of this report.

19. 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, 2025, in Form MGT-7, is available on the website of the Company at www.fratelliwines.in.

20. 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.

21. 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.

22. 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.

23. 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 re 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.

24. 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.

25. 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 for 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

26. 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, 2025, 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.

27. 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 II to this Board Report.

28. 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.

29. 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:

Particulars	Details
Number of complaints pending as on beginning of the financial year	NIL
Number of (omplaints rec eived during the financial year	NIL
Number of c omplaints disposed of during the financial year	NIL
Number of c omplaints pending as on end of the financial year	NIL

30. 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.

31. REPORTING OF FRAUDS

There was no instance of fraud during the year FY2025 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.

32. 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.

33. 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
	[Formerly known as Tinna Trade Limited]
Place: New Delhi	Gaurav Sekhri	Puja Sekhri
Date: August 11, 2025	Managing Director	Director
Regd. Office Address: No. 6, Sultanpur, Mandi Road, Mehrauli, New Delhi-110030	DIN NO. 00090676	DIN No. 00090855