Fratelli Vineyards Ltd

AGM details

• Date, time, mode: 29 Sep 2026, 12:30 PM IST, via VC/OAVM.
• Cut-off voting date: 22 Sep 2026.
• Voting conducted by remote e-voting and on-AGM e-voting.

Key resolutions

• Item 1: Adoption of audited financials; Ordinary.
• Item 2: Director by rotation; Ordinary.
• Item 3: ESOP Scheme 2026; Special.
• Item 4: ESOP extension to group companies; Special.

Voting outcomes

• Item 1: 99.999% in favour.
• Item 2: 99.998% in favour.
• Item 3: 99.999% in favour.
• Item 4: 99.999% in favour.

Director/ESOP details

• Director by rotation approved.
• ESOP Scheme 2026 approved.
• ESOP extension to group companies approved.

AGM Details

• AGM held on 29 September 2026 via VC/OAVM from 12:30 to 12:49 IST.
• Remote e-voting window ran 26–28 September 2026; cut-off date 22 September 2026.

Resolutions & Status

• Ordinary: Adoption of standalone and consolidated financial statements for FY 2025-26 — outcome not disclosed.
• Ordinary: Re-appointment of director by rotation (Aditya Brij Sekhri) — outcome not disclosed.
• Special: ESOP Scheme 2026 — approval for implementation requested.
• Special: Extension of ESOP Scheme 2026 benefits to group companies — approval requested.

Proceedings & Observations

• Statutory Auditors' Report and Secretarial Auditors' Report were unqualified with no adverse observations.
• Quorum confirmed; meeting commenced 12:30 IST and concluded 12:49 IST.
• Notice, Annual Report, Directors’ & Auditors’ Reports were taken as read.
• Scrutinizer appointed to oversee remote and AGM voting.

Meeting Details

• Meeting scheduled for October 01, 2026; time and venue not disclosed.

Key Agenda Items

• Agenda to consider and approve fund-raising options via securities issue (preferential/rights or other modes).

Other Notes

• Trading window for dealing in securities closed from September 29, 2026 till further notice.

Postal ballot resolutions

• Increase in Authorised Capital to Rs 50 crore; MOA alteration; Ordinary resolution.
• Approved by requisite majority: 99.58% in favour; 23,665,002 shares for; 100,846 against.

Meeting Details

• Date: Friday, 11 September 2026.
• Type and mode: Group interaction, virtual.
• Event: Analysts/Institutional Investors Meeting (intimation).
• Organizer: Fratelli Vineyards Ltd.
• Company participants: Company Secretary cum Compliance Officer.
• Purpose: Schedule investor meeting with analysts/institutional investors.

Financials

• Consolidated revenue from operations: ₹181.29 cr; total income: ₹184.50 cr.
• Net consolidated loss after tax: ₹24.91 cr.
• Standalone revenue: ₹0.68 cr; standalone loss after tax: ₹9.08 cr.
• Gross margin ~79% for FY26; EBITDA breakeven achieved at current operating level.
• Dividend not declared for FY25-26.
• Gearing at 88%; current ratio 1.37.
• Export revenue doubled; active in 15 countries; 31,000 touchpoints.
• RTD Shotgun revenue ~₹18 cr; RTD category grew 25% YoY.
• Premium wines leadership; Brut launched Nov 2025; J'NOON Red grew 44%.
• Distribution: 31,000 touchpoints; Shotgun across ~18 states; 29 CSD canteens.
• Winery capacity: 5.4 million litres; direct farming ~400 acres; contract farming ~1,000 acres.
• Solar energy covers ~45% of energy at Akluj winery; 520 kW capacity.
• AGM for FY2025-26 scheduled on 29 Sep 2026 via VC/OAVM.
• ESOP Scheme 2026 approved; up to 8,69,447 options; direct route to beneficiaries.
• Independent Director changes: Sanjay Jain joined Feb 12, 2026; Randhawa resigned Nov 13, 2025.

Strategy and product pipeline

• RTD focus: Shotgun portfolio expanded with Mango, Patiala and Berry Blast.
• Fratelli Brut, flagship sparkling, expanding into super-premium segment.
• Pinot Noir added; Shiraz Cabernet to follow in FY2026-27.
• Sette 15th Anniversary limited edition with Manish Malhotra launched across states.
• Premium portfolio (MRP > ₹2,000) grew about 15% YoY.
• Expansion of premium formats to broaden occasions and revenue engines.

Brand and distribution

• Largest wine distribution network in India; 31,000 touchpoints.
• CSD channel approvals: Merlot and Noi Sparkling; Shotgun planned for CSD rollout.
• Wine-in-a-can formats TiLT Red and TiLT Bubbly Rosé introduced in CSD.
• J'NOON flagship boosted global premium perception; international reach across 15 countries.

Operations and capacity

• Winery capacity expanded to 5.4 million litres at Akluj.
• Vineyard footprint: ~400 acres owned; ~1,000 acres under contract farming.
• Solar-powered energy share ~45% at Akluj; installed capacity 520 kW.
• Integrated grape-to-bottle platform supports scalable growth.

ESOP, governance & audit

• ESOP Scheme 2026: up to 8,69,447 options; administered directly by the company.
• NRC designated for SBEB & SE regulation administration; vesting terms defined by Board.
• Board comprises 7 directors; Sanjay Jain joined as Independent Director Feb 12, 2026.
• Auditors: Statutory – S. S. Kothari Mehta & Co.; Secretarial – Ajay Baroota & Associates.
• Going concern disclosed; management pursuing new revenue opportunities and cost discipline.

AGM & shareholder matters

• Eighteenth AGM to be held Sept 29, 2026 via VC/OAVM.
• Remote e-voting window: Sept 26-28, 2026; joining on Sept 29 from 12:15 PM.
• Dividend: No dividend declared for FY2025-26.

Risks and outlook

• FY26 saw regulatory and excise disruptions; market momentum regained in H2.
• Indian wine market growth driven by premiumisation, hospitality, and export expansion.
• Risks: energy prices, taxation, currency volatility; macroeconomic uncertainty.

AGM Details

• 18th AGM scheduled Sep 29, 2026 at 12:30 P.M. IST via VC/OAVM.
• Cut-off date for voting is Sep 22, 2026.
• Remote e-voting window runs Sep 26–28, 2026.
• Deemed venue is the registered office; VC/OAVM attendance allowed.

Ordinary Business

• Adoption of Audited standalone and Consolidated Financial Statements for FY2025-26.
• Re-appointment of Mr. Aditya Brij Sekhri as Director, liable to retire by rotation.

ESOP Scheme 2026

• Approval for ESOP Scheme 2026 to issue up to 8,69,447 options (not exceeding 2% of paid-up capital).
• Scheme to be administered by Board/Compensation Committee; vesting period 1-5 years.
• Exercise price at or above face value but not above market price at grant.
• Direct implementation by the company; ESOPs to be exercised within five-year window post-vesting.
• Limits: aggregate up to 8,69,447 options; grant per employee capped.

ESOP Extension to Group Companies

• Extension of ESOP Scheme 2026 benefits to employees of holding/subsidiaries/associates.
• Excludes promoters, promoter group, and those holding >10% equity; within overall 2% cap.
• Administered by Board/Compensation Committee; amendments allowed per law.

Director Changes

• Director re-appointment: Aditya Brij Sekhri eligible for re-appointment.

Voting & Results

• Results will be uploaded on company site and NSDL; Scrutinizer report to be submitted.
• AGM results deemed passed on date of AGM.
• Remote e-voting and e-voting during AGM to be consolidated.

ESOP Scheme 2026 approved (AGM subject)

• ESOP Scheme 2026 approved for up to 8,69,447 options (≤2% of paid-up capital).
• Subject to shareholders’ approval at the ensuing AGM.
• Eligible employees across the company and group entities.
• Direct grant mechanism; implemented directly by the company.
• Administration by Nomination and Remuneration Committee as Compensation Committee.
• Exercise price to be fixed at grant, not below face value, not above market price.
• Minimum vesting period of 1 year; maximum 5 years.
• No options vested or exercised at this stage.
• Involves new equity issuance; no secondary acquisition.
• Complies with SEBI SBEB & SE Regulations 2021.