Auditor Report of Sula Vineyards Ltd.

Mar 31, 2025

1. We have audited the accompanying standalone
financial statements of Sula Vineyards Limited
(‘the Company''), which comprise the Balance Sheet
as at 31 March 2025, the Statement of Profit and
Loss (including Other Comprehensive Income),
the Statement of Cash Flow and the Statement of
Changes in Equity for the year then ended, and notes
to the standalone financial statements, including
material accounting policy information and other
explanatory information.

2. In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give
the information required by the Companies Act,
2013 (‘the Act'') in the manner so required and give
a true and fair view in conformity with the Indian
Accounting Standards (‘Ind AS'') specified under
Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and other
accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March
2025, and its profit (including other comprehensive
income), its cash flows and the changes in equity for
the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing specified under Section
143(10) of the Act. Our responsibilities under those
standards are further described in the Auditor''s
Responsibilities for the Audit of the Standalone
Financial Statements Section of our report. We are
independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered
Accountants of India (‘ICAI'') together with the
ethical requirements that are relevant to our audit of
the financial statements under the provisions of the
Act and the rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We
believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our
opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters.

5. We have determined the matters described below
to be the key audit matters to be communicated in
our report.

Key audit matter	How our audit addressed the key audit matter
(a) Assessment of impairment of non-current investment in and non-current loans to subsidiary (refer note 5
and 6)
The Company, as at 31 March 2025, has non-current	Our audit procedures relating to impairment assessment
investment and non-current loans amounting to INR 28.32	of investment in and loans given to subsidiary included,
crore and INR 31.66 crore, respectively, in Artisan Spirits	but were not limited to, the following procedures:
Private Limited (‘ASPL''), its wholly owned subsidiary. As on such date, ASPL''s net-worth has been substantially eroded as a result of accumulated losses. Such conditions have been identified by the management as impairment indicators of the carrying value of the investments as per Ind AS 36 Impairment of Assets (‘Ind AS 36'').	a. Obtained an understanding of the management process and evaluated the design and tested the operating effectiveness of controls over the impairment assessment;

The management has assessed the recoverability of	b. Assessed the professional competence and objectivity
the aforesaid amounts by carrying out a valuation of	of the management and auditors'' valuation experts;
the subsidiary''s business with the help of an external valuation expert using the discounted cashflow	c. Involved auditor''s experts to assist in evaluating
method, which requires management to make	the appropriateness of valuation methodology and
significant estimates and assumptions related to	assumptions used by the management''s expert;
forecast of future cash flow projections based on future	d. Traced the future business projections to approved
business plans, growth prospects, and selection of the	business plans, and evaluated the appropriateness of the
discount rates to determine the recoverable amount to	key assumptions, used in the impairment assessment, such
be considered for impairment testing of the carrying	as growth rate, operating costs and discount rates basis our
value of the aforesaid balances.	understanding of the business and market conditions, as
Due to the significance of carrying amount of the	relevant;
investment and loans, significant management	e. Tested the mathematical accuracy of the projections
judgements and assumptions involved in carrying	and applied independent sensitivity analysis to certain key
out the impairment assessment, and the significant	assumptions to assess estimation uncertainties involved
auditor attention required to test such management''s	and evaluate the sufficiency of available headroom
judgement, this is considered to be a key audit matter	between recoverable amount and carrying amount in
in the current year audit.	standalone financial statements; and
	f. Evaluated the appropriateness and adequacy of the disclosures made by the management in the standalone financial statements in accordance with applicable accounting standards.
(b) Revenue Recognition
Refer Note 21 (xii) to the accompanying standalone	Our audit procedures related to revenue recognition
financial statements for the accounting policy on	included, but were not limited to the following procedures:
revenue recognition and Note 22 for the details of revenue recognised during the year.	a. Understood the process of revenue recognition and evaluated the appropriateness of the accounting policy
The Company derives its revenue from sale of products	adopted by the management on revenue recognition
to a wide network of distributors and state government	including determination of transaction price and
corporations. Further, revenue from sale of services	satisfaction of performance obligations, in accordance
represents revenue from hospitality services.	with Ind AS 115;
Revenue recognition for sale of products and services in	b. Evaluated the design and tested the operating
accordance with the principles of Ind AS 115, "Revenue	effectiveness of relevant key controls around recognition
from Contracts with Customers" (‘Ind AS 115''), for the	and measurement of revenue including general and
Company involves certain key judgements, such as,	specific IT controls;
identification of performance obligations in a contract, determination of transaction price including variable	c. Performed substantive testing, on a sample basis,
consideration in the form of rebates, discounts and	on revenue transactions recorded during the year, and
payouts under various promotional schemes offered	transactions recorded before and after year end by
by the Company, and assessment of satisfaction of the	inspecting supporting documents such as customer
performance obligations represented by the transfer	contracts/ purchase orders, invoices, proofs of dispatch
of control of the products sold and services rendered	and delivery etc., to ensure the accuracy and completeness
to the customers, including state government	of revenue recorded for such transactions;
corporations.	d. Performed substantive analytical procedures which
Owing to the significance of amount, multiplicity of	as variance analysis on revenue to identify any unusual
Company''s products and revenue streams, volume	variances;
of transactions, size of distribution network, nature	e. Performed substantive testing by selecting a sample
of customers with varied terms of contracts, audit of	of discounts, rebate and other pay-out transactions with
revenue recognised during the year requires significant	distributors recorded during the year as well as period
auditor attention and industry knowledge, and	end accrual basis the promotion schemes offered by the
accordingly, revenue recognition is considered as a key	Company;
audit matter in the current year audit.	f. Evaluate the appropriateness and adequacy of disclosures made in the accompanying standalone financial statements in respect of revenue recognition in accordance with financial reporting framework.

Information other than the Standalone Financial
Statements and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible
for the other information. The other information
comprises the information included in the Director''s
Report, Report on Corporate Governance and
Management Discussion and Analysis, but does not
include the standalone financial statements and our
auditor''s report thereon.

Our opinion on the standalone financial statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information and, in doing so, consider whether
the other information is materially inconsistent
with the standalone financial statements, or our
knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we
are required to report that fact. We have nothing to
report in this regard.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements

7. The accompanying standalone financial statements have
been approved by the Company''s Board of Directors.
The Company''s Board of Directors are responsible for the
matters stated in Section 134(5) of the Act with respect
to the preparation and presentation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified
under Section 133 of the Act and other accounting
principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements,
the Board of Directors is responsible for assessing
the Company''s ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern and using the going concern

basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible for
overseeing the Company''s financial reporting
process.

Auditor''s Responsibilities for the Audit of the

Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements
as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor''s
report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance
with Standards on Auditing will always detect a
material misstatement when it exists. Misstatements
can arise from fraud or error and are considered
material if, individually or in the aggregate, they
could reasonably be expected to influence the
economic decisions of users taken on the basis of
these standalone financial statements.

11. As part of an audit in accordance with Standards on
Auditing, specified under Section 143(10) of the Act
we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error,
design and perform audit procedures responsive
to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control;

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the
Act we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
standalone financial statements in place and
the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management;

• Conclude on the appropriateness of Board of
Directors'' use of the going concern basis of
accounting and, based on the audit evidence

obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company''s ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor''s report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date
of our auditor''s report. However, future events
or conditions may cause the Company to cease
to continue as a going concern; and

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
financial statements represent the underlying
transactions and events in a manner that
achieves fair presentation.

12. We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies
in internal control that we identify during our audit.

13. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

14. From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the audit
of the standalone financial statements of the current
period and are therefore the key audit matters. We
describe these matters in our auditor''s report unless
law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances,
we determine that a matter should not be
communicated in our report because the adverse
consequences of doing so would reasonably be
expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory Requirements

15. As required by Section 197(16) of the Act based on
our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid
down under Section 197 read with Schedule V to the
Act.

16. As required by the Companies (Auditor''s Report)
Order, 2020 (‘the Order'') issued by the Central
Government of India in terms of Section 143(11) of
the Act we give in the Annexure I a statement on the
matters specified in paragraphs 3 and 4 of the Order,

to the extent applicable.

17. Further to our comments in Annexure I, as required

by Section 143(3) of the Act based on our audit, we

report, to the extent applicable, that:

a. We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit of the accompanying
standalone financial statements;

b. Except for the matters stated in paragraph
17(h)(vi) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion, proper books
of account as required by law have been kept
by the Company so far as it appears from our
examination of those books;

c. The standalone financial statements dealt with
by this report are in agreement with the books
of account;

d. In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
Section 133 of the Act;

e. On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 March 2025 from being
appointed as a director in terms of Section
164(2) of the Act;

f. The qualification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 17(b) above
on reporting under Section 143(3)(b) of the Act
and paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended);

g. With respect to the adequacy of the internal
financial controls with reference to standalone
financial statements of the Company as on 31
March 2025 and the operating effectiveness
of such controls, refer to our separate report
in Annexure II wherein we have expressed an
unmodified opinion; and

h. With respect to the other matters to be included
in the Auditor''s Report in accordance with rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company, as detailed in note 32(A) to the
standalone financial statements, has disclosed
the impact of pending litigations on its financial
position as at 31 March 2025;

ii. The Company did not have any long-term

contracts including derivative contracts for which
there were any material foreseeable losses as at
31 March 2025;

iii. There were no amounts which were required to
be transferred to the Investor Education and
Protection Fund by the Company during the year
ended 31 March 2025;

iv. a. The management has represented that, to the
best of its knowledge and belief, as disclosed
in note 49(v) to the standalone financial
statements, no funds have been advanced or
loaned or invested (either from borrowed funds
or securities premium or any other sources or
kind of funds) by the Company to or in any
person(s) or entity(ies), including foreign entities
(‘the intermediaries''), with the understanding,
whether recorded in writing or otherwise, that
the intermediary shall, whether, directly or
indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company (‘the Ultimate
Beneficiaries'') or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

b. The management has represented that, to
the best of its knowledge and belief, as disclosed
in note 49(vi) to the standalone financial
statements, no funds have been received by
the Company from any person(s) or entity(ies),
including foreign entities (‘the Funding Parties''),
with the understanding, whether recorded in
writing or otherwise, that the Company shall,
whether directly or indirectly, lend or invest in
other persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party (‘Ultimate Beneficiaries'') or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and

c. Based on such audit procedures performed
as considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
management representations under sub¬
clauses (a) and (b) above contain any material
misstatement.

v. The final dividend paid by the Company during
the year ended 31 March 2025 in respect of
such dividend declared for the previous year
is in accordance with Section 123 of the Act to
the extent it applies to payment of dividend.
Further, as stated in note 39 to the accompanying
standalone financial statements, the Board of
Directors of the Company have proposed final
dividend for the year ended 31 March 2025 which
is subject to the approval of the members at the
ensuing Annual General Meeting. The dividend
declared is in accordance with Section 123 of

the Act to the extent it applies to declaration of
dividend

vi. As stated in Note 48 to the standalone financial
statements and based on our examination
which included test checks, except for instances
mentioned below, the Company, in respect
of financial year commencing on 1 April 2024,
has used accounting software for maintaining
its books of account, which have a feature of
recording audit trail (edit log) facility and the
same have been operated throughout the year
for all relevant transactions recorded in the
software. Further, during the course of our audit
we did not come across any instance of audit
trail feature being tampered with, other than the
consequential impact of the exceptions given
below. Furthermore, the audit trail has been
preserved by the Company as per the statutory
requirements for record retention from the date
the audit trail was enabled for the accounting
software

1. The accounting software used for maintenance
of all accounting records implemented w.e.f.

1 October 2024 is operated by a third-party
software service provider. In the absence of any
information on existence of audit trail (edit logs)
for any direct changes made at the database
level in the ‘Independent Service Auditor''s
Assurance Report on the Description of Controls,
their Design and Operating Effectiveness'' (‘Type

2 report'' issued in accordance with ISAE 3402,
Assurance Reports on Controls at a Service
Organization), we are unable to comment on
whether audit trail feature with respect to the
database of the said software was enabled and
operated throughout the period.

2. An accounting software used for maintenance
of sales records for the hospitality services did
not have a feature of recording audit trail (edit
log) facility.

3. The accounting software used for maintenance
of sales records for the hospitality services for
the period 1 April 2024 to 31 May 2024 did not
have a feature of recording audit trail (edit log)
facility. The Company has migrated to a new
accounting software from 1 June 2024 onwards.
The said accounting software used from 1 June
2024 is operated by a third-party software service
provider. In absence of an ‘Independent Service
Auditor''s Assurance Report on the Description
of Controls, their Design and Operating
Effectiveness'' (‘Type 2 report'' issued in

accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable to comment
if the audit trail feature at the database level of the said software was enabled and operated throughout the
period for all relevant transactions.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Rohan Jain

Partner

Membership No.: 139536
UDIN: : 25139536BMONNM1820

Place: Mumbai
Date: 08 May 2025

---

Mar 31, 2024

1. We have audited the accompanying standalone financial statements of Sula Vineyards Limited (''the Company''), which comprise the Balance Sheet as at 31 March 2024, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including material accounting policy information and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (''the Act'') in the manner so required and give a true and fair view in conformity , with the Indian Accounting Standards (''Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2024, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (''ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matters to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
(a) Assessment of impairment of non-current investment in and non-current loans to subsidiary (Refer Note 43 of the standalone financial statements)
The Company, as at 31 March 2024, has non-current	Our audit procedures relating to impairment assessment of
investment and non-current loans amounting to INR 27.69	investment in and loans given to subsidiary included, but were
crore and INR 24.66 crore, respectively, in Artisan Spirits	not limited to, the following procedures:
Private Limited (''ASPL''), its wholly owned subsidiary.	• Obtained an understanding of the management process and
As on such date, ASPL''s net-worth has been substantially	evaluating the design and testing operating effectiveness of
eroded as a result of accumulated losses. Such conditions	controls over identification of impairment indicators;
have been identified by the management as impairment	• Assessed the professional competence and objectivity of
indicators of the carrying value of the investments as per	the external valuation expert engaged by the management
Ind AS 36, Impairment of Assets (''Ind AS 36'').	for performing the required valuations to estimate the
The management has assessed the recoverability of	recoverable value of the amounts invested in or recoverable
the aforesaid amounts by carrying out a valuation of	from the subsidiary;
the subsidiary''s business with the help of an external	• Involved auditor''s experts to assist to evaluate the
valuation expert using the discounted cashflow method,	appropriateness of valuation methodology and assumption
which requires management to make significant estimates and assumptions related to forecast of future cash flow projections based on business plans, growth rate, and selection of the discount rates to determine the recoverable value to be considered for impairment testing of the carrying value of the aforesaid balances.	such an discount rate used by the management''s expert; • Trace the future business projections to approved business plans, and evaluated the appropriateness of the assumptions used in determining key inputs such as revenue growth and operating costs, basis our understanding of the business and market conditions, as relevant;

Key audit matter

How our audit addressed the key audit matter

Due to the significance of carrying amount of the investment and loans, significant management judgements and assumption involved in carrying out the impairment assessment, and the significant auditor attention required to test such management''s judgement, this is considered to be a key audit matter in the current year audit. The above matter is also considered fundamental to the understanding of the users of the accompanying standalone financial statements. (b) Revenue Recognition

• Tested the mathematical accuracy of the projections and applied independent sensitivity analysis to certain key assumptions to determine estimation uncertainty involved and impact on conclusions drawn basis headroom available; • Evaluated the appropriateness and adequacy of the disclosures made by the management in the financial statements in accordance with applicable accounting standards.

Refer Note 2(xii) to the accompanying standalone financial statements for the accounting policy on revenue recognition and Note 22 for the details of revenue recognised during the year.

The Company derives its revenue from sale of products (alcoholic beverages i.e. wine and spirits) to a wide network of distributors and state government corporations. Further, revenue from sale of services represents revenue from hospitality services.

Revenue recognition for sale of products and services in accordance with the principles of Ind AS 115, "Revenue from Contracts with Customers" (''Ind AS 115''), for the Company involves certain key judgements, such as, identification of performance obligations in a contract, determination of transaction price including variable consideration in the form of rebates, discounts and payouts to distributors under various promotional schemes offered by the Company, and assessment of satisfaction of the performance obligations represented by the transfer of control of the products sold and services rendered to the customers, including state government corporations. Owing to the significance of amount, multiplicity of Company''s products and revenue streams, volume of transactions, size of distribution network, nature of customers with varied terms of contracts, audit of revenue recognised during the year requires significant auditor attention and industry knowledge, and accordingly, revenue recognition is considered as a key audit matter in the current year audit.

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Director''s Report, Report on Corporate Governance and Management Discussion and Analysis, but does not include the standalone financial statements and our auditor''s report thereon. The Director''s Report, Report on Corporate Governance and Management Discussion and Analysis are expected to be made available to us after the date of auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

Our audit procedures related to revenue recognition included,

but were not limited to the following procedures:

• Understood the process of revenue recognition and evaluated the appropriateness of the accounting policy adopted by the management on revenue recognition including determination of transaction price and satisfaction of performance obligations, in accordance with Ind AS 115;

• Evaluated the design and tested the operating effectiveness of relevant key controls around revenue recognition including controls over pricing, dispatch and general IT environment;

• Performed substantive testing, on a sample basis, on revenue transactions recorded during the year, and transactions recorded before and after year end by inspecting supporting documents such as customer contracts/ purchase orders, invoices, proofs of dispatch and delivery etc., to ensure the accuracy and completeness of revenue recorded for such transactions;

• Performed substantive analytical procedures which as variance analysis on revenue to identify any unusual trends;

• Performed substantive testing by selecting a sample of discounts, rebate and other pay-out transactions with distributors recorded during the year as well as period end accrual basis the promotion schemes offered by the Company;

• Evaluate the adequacy of disclosures made in the accompanying standalone financial statements in respect of revenue recognition in accordance with financial reporting framework.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Director''s Report, Report on Corporate Governance and Management Discussion and Analysis, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charge with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. The Board of Directors is also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud

or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

• Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern; and

• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

2. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

3. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

4. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about

the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020 (''the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books; except for the matter stated in paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2024 from being appointed as a director in terms of section 164(2) of the Act;

f) The qualification relating to the maintenance of accounts and other matters connected therewith are as stated in paragraph 17(b) above on reporting under section 143(3)(b) of the Act and paragraph 17(h)(vi) below on reporting under Rule 11(g) of the Companies (Audit and Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2024 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in Note 32(A)(i) & 32(A)(ii) to the standalone financial statements, has disclosed the impact of pending litigation on its financial position as at 31 March 2024;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2024;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2024;

iv. a. The management has represented

that, to the best of its knowledge and belief, as disclosed in Note 51 (v) to the accompanying standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (''the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (''the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in Note 51 (vi) to the accompanying standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (''the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (''Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to

trail (edit log) facility and the same have been operated throughout the year for all relevant transactions recorded in the software. Further, during the course of our audit we did not come across any instance of audit trail feature being tampered with in respect of the accounting software where such feature is enabled;

Nature of exception noted	Details of exception
Instance of	The accounting
accounting	software (OnePos
software for	and IDS) used
maintaining	for maintenance
books of account	of sales records
which did not	for the hospitality
have a feature of	services of the
recording audit	Company did not
trail (edit log)	have a feature of
facility	recording audit trail (edit log) facility.

our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The interim dividend declared and paid by the Company during the year ended 31 March 2024 and until the date of this audit report is in compliance with section 123 of the Act.

The final dividend paid by the Company during the year ended 31 March 2024 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

Further, as stated in Note 39 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2024 which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. As stated in Note 49 to the accompanying standalone financial statements, and based on our examination which included test checks, except for instance mentioned below, the Company in respect of financial year commencing on 1 April 2023, has used accounting software for maintaining its books of accounts which have a feature of recording audit

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Rakesh R. Agarwal

Partner

Membership No.: 109632 UDIN: 24109632BKFBHU9377

Place: Mumbai Date: 8 May 2024

---

Mar 31, 2023

Report on the Audit of the Standalone Financial Statements

Opinion

1. We have audited the accompanying standalone financial statements of Sula Vineyards Limited (‘the Company''), which comprise the Balance Sheet as at 31 March 2023, the Statement of Profit and Loss (including Other Comprehensive Income), the Statement of Cash Flow and the Statement of Changes in Equity for the year then ended, and notes to the standalone financial statements, including a summary of the significant accounting policies and other explanatory information.

2. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (‘the Act'') in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards (‘Ind AS'') specified under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March 2023, and its profit (including other comprehensive income), its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Our responsibilities under those standards are further described in the Auditor''s Responsibilities for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (‘ICAI'') together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

4. Key Audit matters are those matters that, in our professional judgement were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

5. We have determined the matters described below to be the key audit matter to be communicated in our report.

Key audit matter	How our audit addressed the key audit matter
(a) Assessment of impairment of non-current investment in and non-current loans to subsidiary (Refer
note 43 of the standalone financial statements)
The Company, as at 31 March 2023, has non-current	Our audit procedures relating to impairment
investment and non-current loans amounting to	assessment of loans given to and investment in
INR 274.58 million and INR 298.98 million,	subsidiary included, but were not limited to, the
respectively, in Artisan Spirits Private Limited	following procedures:
(‘ASPL''/‘subsidiary''), its wholly owned subsidiary. As on such date, ASPL''s net-worth has been substantially eroded as a result of accumulated losses. Such conditions have been identified by the management as impairment indicators of the carrying value of the investments as per Ind AS 36, Impairment of Assets (‘Ind AS 36'').	o Obtained an understanding of the management process and evaluating the design and testing operating effectiveness of controls over identification of impairment indicators; o Assessed the professional competence and objectivity of the external valuation expert engaged by the management for performing the

Key audit matter	How our audit addressed the key audit matter
The management has assessed the recoverability		required valuations to estimate the recoverable
of the aforesaid amounts by carrying out a		value of the amounts invested in or recoverable
valuation of the subsidiary''s business with the		from the subsidiary;
help of an external valuation expert using the	o	Involved auditor''s experts to assist to evaluate the
discounted cashflow method, which requires management to make significant estimates and assumptions related to forecast of future cash flow projections based on business plans including growth rates and selection of the discount rates, to determine the recoverable value to be considered for impairment testing of the carrying value of the aforesaid balances.	o	appropriateness of valuation methodology and assumptions such as discount rate used by the management''s expert; Traced the future business projections to approved business plans, and evaluated the appropriateness of the assumptions used in determining key inputs such as revenue growth and operating costs, basis our understanding of the business and market
Due to the significance of carrying amount of the		conditions, as relevant;
investment and loans, significant management judgements and assumptions involved in carrying out the impairment assessment, and the significant auditor attention required to test such management''s judgement, this is considered to be a key audit matter in the current year audit.	o	Tested the mathematical accuracy of the projections and applied independent sensitivity analysis to certain key assumptions to determine estimation uncertainty involved and impact on conclusions drawn basis headroom available; Evaluated the appropriateness and adequacy of
	o
The above matter is also considered fundamental		the disclosures made by the management in the
to the understanding of the users of the		financial statements in accordance with applicable
accompanying standalone financial statements		accounting standards.
(b) Revenue Recognition
Refer note 2(xix) to the accompanying standalone	Our audit procedures relating to revenue recognition
financial statements for the accounting policy on	included, but were not limited to, the following
revenue recognition and note 22 for the details of	procedures:
revenue recognised during the year.	o	Understood the process of revenue recognition
The Company derives its revenue from sale		and evaluated the appropriateness of the
of products (alcoholic beverages i.e. wine and		accounting policy adopted by the management
spirits) to a wide network of distributors and		on revenue recognition including determination of
state government corporations. Further, revenue		transaction price and satisfaction of performance
from sale of services represents revenue from		obligations, in accordance with Ind AS 115;
hospitality services.	o	Evaluated the design and tested the operating
Revenue recognition for sale of products and		effectiveness of relevant key controls around
services in accordance with the principles of Ind		revenue recognition including controls over
AS 115, "Revenue from Contracts with Customers" (‘Ind AS 115''), for the Company involves certain key		pricing, dispatch and general IT environment;
judgements, such as, identification of performance	o	Performed substantive testing, on a sample basis, on
obligations in a contract, determination of		revenue transactions recorded during the year, and
transaction price including variable consideration		transactions recorded before and after year end, by
in the form of rebates, discounts and pay-outs to		inspecting supporting documents such as customer
distributors under various promotional schemes		contracts/ purchase orders, invoices, proofs

Key audit matter

How our audit addressed the key audit matter

offered by the Company, and assessment of satisfaction of the performance obligations represented by the transfer of control of the products sold and services rendered to the customers, including state government corporations. Owing to the significance of amount, multiplicity of Company''s products and revenue streams, volume of transactions, size of distribution network, nature of customers with varied terms of contracts, audit of revenue recognized during the year requires significant auditor attention and industry knowledge, and accordingly, revenue recognition is considered as a key audit matter in the current year audit.

of dispatch and delivery etc., to ensure the accuracy and completeness of revenue recorded for such transactions; o Performed substantive analytical procedures such as variance analysis on revenue to identify any unusual trends; o Performed substantive testing by selecting a sample of discount, rebate and other pay-out transactions with distributors recorded during the year as well as period end accrual basis the promotion schemes offered by the Company; o Evaluated the adequacy of disclosures made in the accompanying standalone financial statements in respect of revenue recognition in accordance with financial reporting framework

Information other than the Financial Statements and Auditor''s Report thereon

6. The Company''s Board of Directors are responsible for the other information. The other information comprises the information included in the Board Report, Report on Corporate Governance and Management Discussion and Analysis, but does not include the standalone financial statements and our auditor''s report thereon. The Board Report, Report on Corporate Governance and Management Discussion and Analysis are expected to be made available to us after the date of this auditor''s report.

Our opinion on the standalone financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information identified above when it becomes available and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

When we read the Board Report, Report on Corporate Governance and Management Discussion and Analysis, if we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.

Responsibilities of Management and Those Charged with Governance for the Standalone Financial Statements

7. The accompanying standalone financial statements have been approved by the Company''s Board of Directors. The Company''s Board of Directors are responsible for the matters stated in section 134(5) of the Act with respect to the preparation and presentation of these standalone financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS specified under section 133 of the Act and other accounting principles generally accepted in India. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

8. In preparing the financial statements, the Board of Directors are responsible for assessing the Company''s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

9. Those Board of Directors are also responsible for overseeing the Company''s financial reporting process.

Auditor''s Responsibilities for the Audit of the Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor''s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Standards on Auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

11. As part of an audit in accordance with Standards on Auditing, specified under section 143(10) of the Act we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

o Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

o Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls;

o Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management;

o Conclude on the appropriateness of Board of Directors'' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company''s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor''s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor''s report. However, future events or conditions may cause the Company to cease to continue as a going concern;

o Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

12. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

13. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

14. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor''s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

15. As required by section 197(16) of the Act based on our audit, we report that the Company has paid remuneration to its directors during the year in accordance with the provisions of and limits laid down under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor''s Report) Order, 2020 (‘the Order'') issued by the Central Government of India in terms of section 143(11) of the Act we give in the Annexure I a statement on the matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

17. Further to our comments in Annexure I, as required by section 143(3) of the Act based on our audit, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit of the accompanying standalone financial statements;

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books;

c) The standalone financial statements dealt with by this report are in agreement with the books of account;

d) In our opinion, the aforesaid standalone financial statements comply with Ind AS specified under section 133 of the Act;

e) The matter described in paragraph 5(a) under the Key Audit Matter section, in our opinion, may have an adverse effect on the functioning of the Company;

f) On the basis of the written representations received from the directors and taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2023 from being appointed as a director in terms of section 164(2) of the Act;

g) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company as on 31 March 2023 and the operating effectiveness of such controls, refer to our separate Report in Annexure II wherein we have expressed an unmodified opinion; and

h) With respect to the other matters to be included in the Auditor''s Report in accordance with rule 11 of the Companies (Audit and Auditors) Rules, 2014 (as amended), in our opinion and to the best of our information and according to the explanations given to us:

i. The Company, as detailed in note 32(A)(ii), (iii) and 44 to the standalone financial statements, has disclosed the impact of pending litigation on its financial position as at 31 March 2023.

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses as at 31 March 2023;

iii. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company during the year ended 31 March 2023;

iv. a. The management has represented

that, to the best of its knowledge and belief, as disclosed in note 49(v) to the standalone financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or securities premium or any other sources or kind of funds) by the Company to or in any person(s) or entity(ies), including foreign entities (‘the intermediaries''), with the understanding, whether recorded in writing or otherwise, that the intermediary shall, whether, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (‘the Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf the Ultimate Beneficiaries;

b. The management has represented that, to the best of its knowledge and belief, as disclosed in note 49(vi) to the standalone financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (‘the Funding Parties''), with the understanding, whether recorded in writing or otherwise, that the Company shall, whether directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever

by or on behalf of the Funding Party (‘Ultimate Beneficiaries'') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries; and

c. Based on such audit procedures performed as considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the management representations under sub-clauses (a) and (b) above contain any material misstatement.

v. The interim/final dividend paid by the Company during the year ended 31 March 2023 in respect of such dividend declared for the previous year is in accordance with section 123 of the Act to the extent it applies to payment of dividend.

Further, as stated in Note 39 to the accompanying standalone financial statements, the Board of Directors of the Company have proposed final dividend for the year ended 31 March 2023 which is subject to the approval of the members at the ensuing Annual General Meeting.

The dividend declared is in accordance with section 123 of the Act to the extent it applies to declaration of dividend.

vi. Proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014 requires all companies which use accounting software for maintaining their books of account, to use such an accounting software which has a feature of audit trail, with effect from the financial year beginning on 1 April 2023 and accordingly, reporting under Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 (as amended) is not applicable for the current financial year.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm''s Registration No.: 001076N/N500013

Rakesh R. Agarwal

Partner

Membership No.: 109632

UDIN: 23109632BGXEAA4558

Place: Mumbai

Date: 3 May 2023