Key Decisions and Approvals

1. Approval of Unaudited Financial Results

The Board of Directors, based on the recommendation of the Audit Committee, approved the Unaudited Standalone and Consolidated Financial Results for the quarter and half year ended September 30, 2026. The Statutory Auditors, S S Kothari Mehta & Co. LLP, issued Limited Review Reports on both sets of results.

2. Appointment of Independent Director

Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. Avinash Gautam Thadani (DIN: 03497176) as an Additional Director in the capacity of Non-Executive Independent Director, with effect from November 07, 2026. His term is for five consecutive years, subject to shareholder approval. Mr. Thadani has furnished declarations confirming his independence as per Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI Listing Regulations. He is not debarred from holding the office of director by any regulatory authority.

Profile of Mr. Avinash Gautam Thadani: He is a branding, advertising, and marketing professional with extensive experience. He has worked with Ogilvy & Mather and Saatchi & Saatchi in New York and co-founded the branding agency Please See// in India in 2011. He holds a Bachelor of Business Administration degree from the University of Wisconsin–Green Bay, USA. He is not related to any other director of the company.

3. Reconstitution of the Audit Committee

Consequent to the above appointment, the Board reconstituted the Audit Committee with effect from November 07, 2026, by inducting Mr. Thadani as a Member. The composition of the reconstituted Audit Committee is as follows:

  • Mr. Sanjay Jain: Chairman
  • Mr. Rahul Rama Narang: Member
  • Mr. Gaurav Sekhri: Member
  • Mr. Avinash Gautam Thadani: Member

The composition remains subject to compliance with the Companies Act, 2013 and SEBI Listing Regulations.

Detailed Financial Performance (Standalone)

(All figures in ₹ lakhs)

For the Quarter Ended September 30, 2026 (Q2 FY27)

  • Total Income: ₹69.82
  • Revenue from Operations: ₹56.73
  • Other Income: ₹13.09
  • Total Expenses: ₹82.49
  • Purchases of traded goods: ₹54.71
  • Employee benefits expenses: ₹1.06
  • Finance costs: ₹2.62
  • Depreciation and amortization: ₹1.19
  • Other expenses: ₹22.91
  • Loss before tax: (₹12.67)
  • Tax expense: ₹0.00
  • Net Loss: (₹12.67)
  • Other Comprehensive Income (net of tax): ₹0.02
  • Total Comprehensive Loss: (₹12.65)
  • Earnings Per Share (EPS): Basic and Diluted: (₹0.03)
  • Paid-up Equity Share Capital: ₹4,347.24 lakhs (Face value ₹10/- each)

For the Half Year Ended September 30, 2026 (H1 FY27)

  • Total Income: ₹106.28
  • Revenue from Operations: ₹64.01
  • Other Income: ₹42.27
  • Total Expenses: ₹105.78
  • Profit before tax: ₹0.50
  • Tax expense: ₹0.00
  • Net Profit: ₹0.50
  • Other Comprehensive Income (net of tax): ₹0.04
  • Total Comprehensive Income: ₹0.54
  • Earnings Per Share (EPS): Basic and Diluted: ₹0.00

Standalone Balance Sheet (as of September 30, 2026)

  • Total Assets: ₹30,948.83 lakhs
  • Non-current Assets: ₹29,374.05 lakhs (primarily Investments: ₹29,372.52 lakhs)
  • Current Assets: ₹1,574.78 lakhs (includes Trade Receivables: ₹58.01 lakhs, Cash: ₹2.11 lakhs, Short-term Loans: ₹1,317.50 lakhs)
  • Total Equity: ₹29,648.94 lakhs
  • Equity Share Capital: ₹4,347.24 lakhs
  • Other Equity: ₹25,301.70 lakhs
  • Total Liabilities: ₹1,299.89 lakhs
  • Non-current Liabilities: ₹33.90 lakhs
  • Current Liabilities: ₹1,265.99 lakhs (includes Borrowings: ₹1,160.00 lakhs, Trade Payables: ₹86.33 lakhs)

Standalone Cash Flow (H1 FY27)

  • Net Cash from Operating Activities: (₹36.37)
  • Net Cash from Investing Activities: (₹1,122.40)
  • Includes Purchase of Investment in Wholly owned subsidiary: (₹752.40), Loan given to subsidiary: (₹1,140.00), Loan repaid by subsidiary: ₹755.00
  • Net Cash from Financing Activities: ₹1,160.00 (from short-term borrowings)
  • Net Increase in Cash: ₹1.23

Detailed Financial Performance (Consolidated)

(All figures in ₹ lakhs)

For the Quarter Ended September 30, 2026 (Q2 FY27)

  • Total Income: ₹4,674.79
  • Revenue from Operations: ₹4,524.16
  • Other Income: ₹150.63
  • Total Expenses: ₹5,306.86
  • Loss before tax: (₹632.07)
  • Tax expense (Credit): (₹154.88) [Deferred tax]
  • Net Loss: (₹477.19)
  • Other Comprehensive Income (net of tax): ₹4.37
  • Total Comprehensive Loss: (₹472.82)
  • Earnings Per Share (EPS): Basic and Diluted: (₹1.10)
  • Paid-up Equity Share Capital: ₹4,347.24 lakhs (Face value ₹10/- each)

For the Half Year Ended September 30, 2026 (H1 FY27)

  • Total Income: ₹9,211.96
  • Revenue from Operations: ₹8,995.67
  • Other Income: ₹216.29
  • Total Expenses: ₹10,340.01
  • Loss before tax: (₹1,128.05)
  • Tax expense (Credit): (₹284.35) [Deferred tax]
  • Net Loss: (₹843.70)
  • Other Comprehensive Income (net of tax): ₹8.74
  • Total Comprehensive Loss: (₹834.96)
  • Earnings Per Share (EPS): Basic and Diluted: (₹1.94)

Consolidated Balance Sheet (as of September 30, 2026)

  • Total Assets: ₹35,778.06 lakhs
  • Non-current Assets: ₹13,050.45 lakhs (includes Property, Plant & Equipment: ₹8,064.84 lakhs, Right-to-use Assets: ₹1,690.25 lakhs)
  • Current Assets: ₹22,727.61 lakhs (includes Inventories: ₹9,658.01 lakhs, Trade Receivables: ₹11,034.34 lakhs, Cash: ₹36.55 lakhs)
  • Total Equity: ₹12,761.40 lakhs
  • Equity Share Capital: ₹4,347.24 lakhs
  • Other Equity: ₹8,414.16 lakhs
  • Total Liabilities: ₹23,016.66 lakhs
  • Non-current Liabilities: ₹6,266.13 lakhs (includes Long Term Borrowings: ₹4,031.83 lakhs, Lease Liability: ₹1,826.52 lakhs)
  • Current Liabilities: ₹16,750.53 lakhs (includes Borrowings: ₹9,482.47 lakhs, Trade Payables: ₹2,442.01 lakhs)

Segment-wise Performance (Q2 FY27)

  • Wine manufacturing and sales: Revenue: ₹4,524.16 lakhs; Segment Result: (₹365.44) lakhs
  • All other reportable segments: Revenue: ₹56.73 lakhs; Segment Result: ₹2.02 lakhs

Auditor's Emphasis of Matter

The Statutory Auditors drew attention to Note No. 3 in both standalone and consolidated results, which states that the holding company (Fratelli Vineyards Ltd.) has witnessed a significant decline in revenue from operations. The management is exploring new business opportunities for revival and revenue augmentation. The company has adequate surplus funds to meet its obligations, and thus the financial results have been prepared on a going concern basis. The auditor's conclusion is not modified in respect of this matter.

Other Key Disclosures

  • Rights Issue: The Board, in its meeting on October 1, 2026, approved a rights issue to raise up to ₹3,000 lakhs. The issue terms are 10 equity shares (FV ₹10) at ₹90 per share (including a premium of ₹80) for every 131 shares held. The payment is ₹54 on application and ₹36 on subsequent calls. The record date and ex-rights date was October 30, 2026.
  • Subsidiary: The consolidated results include Fratelli Wines Private Limited.
  • Meeting Timing: The Board meeting commenced at 3:00 PM and concluded at 5:20 PM on November 07, 2026.