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 17lh
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 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 1st 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 1st 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 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 31st 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 31st 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 01st April 2024 and
03rd August 2024, respectively.

Paid up and Subscribed Share Capital
The Paid up and Subscribed Share Capital of the Company as on 31st
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 22nd 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 30th 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 13th 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 23rd 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 1st April 2024. These warrants have been converted into equity share
960500 and 1901000 dated 30th May, and 13th 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 31st 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 15th
Annual General Meeting (AGM) held on June 30, 2023 to hold the office for a period of 5
years until the conclusion of 20th 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 31st
March, 2025, until the conclusion of the ensuing Annual General Meeting of the Company to
be held for the financial year ending on 31st March, 2025, subject to the
confirmation by members. The members subsequently approved the said appointment through
postal ballot dated 10th 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 22nd 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 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, 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. 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.

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 03rd July, 2024.
(ii) Mr. Aditya Brij Sekhri (DIN No. 08712221) - appointed as an
executive director of the company with effect from 03rd 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
13lh 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
13th 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
13th 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 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 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:
- 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 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:
- 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
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:

  

    
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 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, Sultanpur, Mandi Road,
    Mehrauli, New Delhi-110030
    
DIN NO. 00090676
    
DIN No. 00090855