The Board of Directors of Fratelli Vineyards Limited ("Fratelli" or "the Company") is pleased to present the 17^th 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

2. FINANCIAL REVIEW AND STATE OF
COMPANY'S 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 company's 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 Company's 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 agri¬
commodity 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
Company's journey, laying the foundation for sustainable
long-term growth in a premium, high-potential sector. It
reflects the Board's commitment to unlocking greater value for
all stakeholders through a clear, focused, and forward-looking
business strategy. The Company's 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 Company's ongoing
strategic initiatives. This decision aligns with the Company's
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

Ý 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.

Ý 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

Ý 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.

Ý 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 AUDITOR'S 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 re¬
appointment 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 auditor's 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 arm's 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 Company's
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 Company's website: www.fratelliwines.in.

13. COMPANY'S 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 Board's 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.

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 Arm's 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
Company's 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:

Ý Clearly defined roles and responsibilities to prevent
unauthorized transactions.

Ý Stringent approval mechanisms for financial transactions
and capital expenditures.

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

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

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

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

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

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

Ý 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
Company's 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 company's 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 Company's 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
Company's 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:

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

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

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

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

Ý 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 Company's 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 Company's 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:

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 Company's 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 Company's 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 Company's 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, DIN NO. 00090676 DIN No. 00090855

Sultanpur, Mandi Road, Mehrauli, New Delhi-110030