Directors Report of Sula Vineyards Ltd.

Mar 31, 2026

Your Board of Directors ("Board") present their Twenty Third (23rd) Annual Report of Sula Vineyards Limited ("the
Company") together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026.

1. Key Financial Highlights (Standalone and Consolidated)

The Company''s financial performance for the financial year ended 31st March, 2026 is as summarized below:

	Consolidated		Standalone
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	596.19	619.38	500.44	526.87
Other Income	4.33	3.93	6.26	6.85
Total Income	600.52	623.31	506.70	533.72
Earnings Before Interest, Depreciation, Tax, Amortisation and exceptional item	107.77	153.00	71.65	102.39
Finance Charges	31.39	2967	25.66	25.57
Provision for Depreciation	39.17	34.99	30.17	28.92
Exceptional item	1.82	0	8.11	0
Profit before tax	35.39	88.34	7.71	47.90
Provision for Tax	9.74	18.14	4.61	14.50
Profit after tax	25.65	70.20	3.10	33.40
Other Comprehensive lncome/(Loss)	1.94	0.10	1.77	0.17
Total Comprehensive lncome/(Loss)	27.59	70.30	4.87	33.57
Balance of Profit brought forward	239.35	207.03	227.89	232.30
Balance available for appropriation	266.94	277.33	232.76	265.87
Dividend paid on Equity Shares	(30.39)	(37.98)	(30.39)	(37.98)
Surplus carried to Balance Sheet	236.55	239.35	202.37	227.89

No material changes and commitments have occurred after the closure of the financial year under review to which the
financial statements relate till the date of this report which would affect the financial position of the Company.

2. Business Performance & State of Company Affairs
Financial Overview

FY26 was a challenging year for both Sula and the
broader Indian wine industry. Performance was
impacted by weakness in Own Brands amid the
continued demand softness that began in FY25,
along with certain transient regional disruptions and
one-time factors. These included a temporary route-
to-market disruption in Telangana, our third-largest
market, during H1; a one-time tactical destocking in
Karnataka; and the high base effect of a one-time
WIPS unwinding gain of Rs. 10.4 crore recorded in the
prior year. As a result, FY26 revenue stood at Rs. 596.2
crore, reflecting a decline of 3.7% YoY compared to Rs.
619.4 crore in FY25.

Importantly, excluding these temporary disruptions
and one-time impacts, underlying revenue growth
remained positive on a YoY basis. With these
transient headwinds now largely behind us, Sula is
well positioned going ahead. In Q4 FY26, the business
showed progressive recovery, returning to growth with
sales increasing by 71% YoY.

The subdued sales performance had a disproportionate
impact on profitability due to operating deleverage.
Operating EBITDA declined by 30.6% YoY to Rs. 103.44
Crore in FY26, with margins contracting by 672 BPS
YoY to 17.35% compared to 24.07% in FY25. Similarly,
Profit After Tax (PAT) declined by 63.5% YoY to Rs.
25.65 Crore, with PAT margins compressing by 699 BPS
to 4.27% versus 11.26% in FY25.

That said, FY26 marked the trough in terms of both
revenue and profitability, with a recovery expected
ahead. Strategic actions taken by the Company to
reduce operating expenses reflected in Q4 FY26
performance, which positions the company well
heading into FY27.

Our Balance Sheet remains healthy with Net Debt /
EBITDA below 3x. We have reduced our debt to Rs. 294
Crore as of 31st March, 26 versus Rs. 297 Crore last year,
and our Credit Rating stands at A by ICRA.

Own Brands Performance

Following a phase of strong double-digit growth during
the post-Covid years (FY21-FY24), our Own Brands
business entered a period of temporary slowdown in
FY25 and FY26, in line with broader industry trends.
FY26, in particular, was impacted by continued demand
softness, a temporary route-to-market disruption in
Telangana during H1, a one-time tactical destocking in
Karnataka, our second-largest marketâin Q3, and the
high base effect of a one-time WIPS unwinding gain of
Rs. 10.4 crore recorded in FY25. Against this backdrop,
Own Brands sales declined 6.4% YoY to Rs. 511.1 crore in
FY26, compared to Rs. 546.2 crore in FY25.

That said, with the transient disruptions largely behind
and the demand backdrop improving across key
markets, Own Brands returned to growth with 7% YoY
increase in sales in Q4 FY26. With this recovery, there
is improved outlook for the Own Brands business
heading into FY27.

In terms of portfolio mix, the salience of our Elite &
Premium portfolio stood higher by 130 bps YoY at
78.4% in FY26. Within the Elite & Premium portfolio,
The Source'' continues to be a standout, delivering yet
another year of strong double-digit growth in FY26.
Our strategy to expand the nationwide distribution of
The Source range is paying off well and we will continue
with this initiative in FY27. Driven by this traction, The
Source is increasingly becoming a more significant
contributor with its share within Own Brands rising
~250 basis points YoY from 7.3% last year to over 10%
now in FY26.

We further strengthened our Own Brands portfolio
with the launch of two new wines, Sula Muscat Blanc
and The Source Chardonnay, both of which have
received an encouraging response in the market.

Wine Tourism Performance

The Wine Tourism segment delivered strong
performance, registering growth of 20.7% YoY to reach
revenue of Rs. 72.8 Crore in FY26. This marks the sixth
consecutive year of double-digit growth and a record-
high annual revenue for the wine tourism business.

The strong growth was powered by the healthy doubleÂ¬
digit growth in footfalls, which increased 11% YoY to 4.3
lakh in FY26, along with the launch of our 3rd resort
- The Haven by Sula in October 2025. Following this

expansion, total room capacity increased ~50% to 154
keys. Importantly, even with the significant expansion
in room capacity, occupancy levels remained robust
at 77% in FY26, broadly in line with 78% in FY25, thus
translating into a strong double-digit growth in room
revenue for FY26.

Heading into FY27, we continue to be bullish on the
prospects of wine tourism and will be investing most of
our capex in expanding the wine tourism business over
the next 3 years. In line with this strategy, we recently
entered into an agreement to acquire Chandon''s
19-acre world-class wine estate to expand our wine
tourism footprint. The site is located just 20 minutes
from Nashik airport. The transaction is currently
underway and further details on this project will be
shared in due course upon transaction completion.

Production and Harvest Update

The recently concluded Harvest 2026 was healthy in
quality and volume, marking the sixth consecutive
year of favorable vintages for Sula. We crushed ~8,564
tons of wine grapes during Harvest''26, which ensures
adequate availability. A healthy harvest, coupled
with enhanced storage capacity, provides sufficient
inventory to support a strong year ahead.

As part of our conscious strategy to reduce the wine
inventory carryover, we chose not to procure table
grapes from open market during harvest 2026.
Consequently, the mix shifted significantly towards
wine grapes with wine grapes accounting for ~99% of
grape procurement in harvest â26 versus approximately
80% last year.

Our total installed capacity grew by 1 million liters
in FY26 from 18.2 million liters to 19.2 million liters,
an increase of 5% YoY. The capacity expansion was
carried out at our Domaine Dindori unit, where we
commissioned the 1 million liters low-cost cellar at 33%
lower capex. This newly commissioned cellar will be
used for Economy & Popular brands.

Importantly, we increased our bottling capacity last
year at two of our units in Maharashtra, the Nashik
Winery near The Source and the ND Wines facility. This
enabled us to capture ~100% of the potential WIPS in
FY26 vis-a-vis ~85% in FY25.

Marketing Update

In FY26, our marketing initiatives were centered on
strengthening consumer engagement and amplifying
brand presence across key touchpoints. We once
again exceeded our digital milestones, expanding our
community to over 380K wine enthusiasts. We also
hosted our second consecutive sold-out SulaFest in
2026, attracting 10,000 attendees, with a stronger
artist line-up featuring well-known names such as
Nucleya and The King, alongside a vibrant celebration
of wine, music, and food.

Further, we continued to add to our accolades this year,
with many of our wines winning awards at marquee

competitions including Pro Wine & Spirit Challenge,
Indian Wine Awards, Decanter, and CMB - Bruxelles.
Three of our wines - The Source Moscato, Dindori
Reserve Chardonnay and Rasa Syrah won gold at the
Indian Wine Awards in their respective categories.

FY26 focused on more curated and high-impact
experiences, with 71,881 LED tastings executed across
key and emerging markets. Flagship platforms like Viva
La Vino, Vinexpo, and Art Mumbai continued to drive
strong visibility, while formats such as Monsoon Tasting
delivered record participation and reinforced demand
for immersive wine experiences.

A key highlight was our entry into Dubai, marking
a step towards building Sula''s presence in an
international, lifestyle-driven market. Fireside chats
and hosted tasting conversations further elevated the
experience, enabling deeper storytelling and stronger
engagement with premium audiences.

Market expansion remained a priority, with Indore and
other emerging regions showing encouraging early
traction. Across regions, a more targeted approach
was adopted, from corporate and educational tastings
in the West to cultural and lifestyle integrations in the
North and East. Goa, Mumbai, Bangalore and Delhi
continued to stand out as a high-engagement market,
supported by a strong mix of consumer activations,
institutional sessions, and trainings. Overall, FY26
marked a shift towards quality-led, conversation-
driven experiences, strengthening brand perception
while building a solid foundation for future growth.

New listings were secured at marquee properties /
F&B outlets like Batra Brothers, Speciality Restaurants
Ltd., Lite Bite Foods and Comorin, along with Trident
Gurgaon. We further bolstered our on-trade footprint
through tie-ups with Impresario Entertainment &
Hospitality Pvt. Ltd. for North India and expanded
presence across the âSocial'' outlets.

Sustainability Update

In FY26, we continued to advance our sustainability
agenda and enhance the environmental efficiency of
our operations. Water consumption per liter of wine
produced was reduced by ~7% YoY, while the share of
solar power in our total energy consumption increased
to 75% from 66% in the previous year. We also doubled
our battery energy storage system (BESS) capacity to
~2 MW. Additionally, the proportion of our e-vehicle
fleet rose to 54% from 45% in FY25. Overall, we remain
firmly committed to driving sustainability initiatives
across our operations.

3. Reserves

During the financial year under review, no amount was
transferred to any of the reserves by the Company.

4. Nature of Business

Sula Vineyards Limited continues to be engaged in

the business of manufacture, purchase, sale, import,
export and distribution of wines, spirits and other
alcoholic beverages. The Company is also engaged
in wine tourism and hospitality operations, including
vineyard resorts, tasting rooms, restaurants and other
allied tourism experiences.

There was no change in the nature of business of the
Company during the financial year under review.

5. Dividend and Dividend Distribution Policy

As per the Dividend Distribution Policy of the Company,
the Company endeavors to maintain fairness,
consistency and sustainability while distributing profits
to the shareholders of the Company. The dividend
payout is considered basis available financial resources,
business expansion plans, investment requirements
and taking into account optimal shareholder return.

In line with the aforesaid policy and continuing its
consistent track record of rewarding shareholders
through dividend payouts since FY 22-23, the Board of
Directors, at their Meeting held on 6th May, 2026, has
recommended a final dividend of Rs. 2/- (100%) per
equity share of face value of Rs. 2/- each, fully paid-up
as final dividend for the FY26, subject to approval of
the shareholders at the ensuing AGM, out of the profits
and retained earnings of the Company for the financial
year ended 31st March, 2026. The proposed dividend
reflects the Company''s continued focus on delivering
sustainable shareholder value while maintaining
adequate financial flexibility to support future growth
and strategic initiatives.

The equity dividend outgo for FY 26 would absorb
a sum of Rs. 16.88 Crores for FY26 [as against Rs.
30.38 crores comprising the dividend of Rs. 3.6 /- per
Ordinary (Equity) Share of the face value of Rs. 2/-
each for the previous year]. The dividend, if approved
by the shareholders at the ensuing AGM, shall be paid
to those shareholders whose names appear in the
Register of Members / List of Beneficial Owners as on
the Record Date, subject to deduction of applicable tax
at source. Further, the Board of Directors has decided
not to transfer any amount to the General Reserve for
the financial year under review.

During the financial year under review, the Board
of Directors, at its meeting held on 8th May, 2025,
recommended a final dividend of Rs. 3.6 /- (180%) per
equity share of face value of Rs. 2/- each, fully paid-
up as final dividend for the financial year 2024-25. The
same was approved by the shareholders at the 22nd
AGM held on 26th June, 2025, and was subsequently
distributed within the prescribed statutory timelines,
demonstrating the Company''s continued commitment
to timely shareholder returns.

The Dividend Distribution Policy containing the
requirements mentioned in Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") is

uploaded on the Company''s website at the Web-link:
https://sulavinevards.com/files/0873/Dividend%70
Distribution%?0Policv.pdf

6. Consolidated Financial Statements

The Consolidated Financial Statements of the Company
including of its subsidiaries prepared in accordance
with the Act and applicable Indian Accounting
Standards along with all relevant documents and the
Auditors'' Report forms part of this Annual Report. The
Consolidated Financial Statements presented by the
Company include the financial results of its subsidiary
companies.

7. Subsidiaries/ Joint Venture/ Associate Companies:As on 31st March, 2026, your Company has the
following two Wholly-owned Subsidiaries:(1) Artisan Spirits Private Limited

Artisan Spirits Private Limited ("ASPL") was
incorporated in 2011 and became a wholly-owned
subsidiary of Sula Vineyards Limited in 2015. ASPL
is engaged in the business of production, import,
export, bottling, distribution and sale of wines and
spirits and supports the Company''s premium and
imported beverage portfolio under three core
verticals: Winemaking & Bottling Operations, and
Brand Distribution & Hospitality.

During the financial year under review, ASPL earned
total income of Rs. 59.35 Crores (previous year Rs.
85.34 Crores) and recorded a loss of Rs. 6.0? Crores
(previous year profit of Rs. 12.66 Crores).

(2) N D Wines Private Limited

N D Wines Private Limited ("NDWPL") was
incorporated in 2000 and became a wholly-owned
subsidiary of Sula Vineyards Limited in April, 2024
pursuant to acquisition of 100% equity stake by
the Company. NDWPL is engaged in the business
of manufacture, bottling, distribution and trading
of wines and alcoholic beverages and supports the
Company''s production and distribution capabilities
in the Indian wine market and its integration
is expected to provide operational synergies,
expanded production capacity and enhanced
supply chain efficiencies for Sula Vineyards Limited.

During the financial year under review, NDWPL
earned total income of Rs. 67.45 Crores (previous
year Rs. 58.99 Crores) and recorded a profit of Rs.
20.12 Crores (previous year profit of Rs. 23.76 Crores).

There are no associate companies or joint venture
companies within the meaning of section 2(6) of
the Act ("Act"). During the financial year, none of the
companies have become or ceased to be Subsidiaries,
Associates or Joint Ventures.

A Report on the performance and financial position of
each of the subsidiaries included in the Consolidated

Financial Statements and their contribution to the
overall performance of the Company, is provided in
Form AOC-1 and forms part of this Annual Report as

Annexure 1.

During FY26, Artisan Spirits Private Limited was the
material subsidiary in terms of Regulation 16(1)(c) of
SEBI Listing Regulations.

The Policy for determining material subsidiaries as
approved by the Board is uploaded on the Company''s
website and can be accessed in the Web-link:
https://sulavinevards.com/files/04?5/Policv%?0
for%?0Determining%?0Material%?0Subsidiaries.pdf

Rights Issue of Artisan Spirits Private Limited

During the financial year under review, the Board of
Directors of the Company approved an additional
investment in Artisan Spirits Private Limited ("ASPL"),
a wholly-owned subsidiary of the Company, by way of
subscription through rights issue aggregating to Rs.
13,00,00,000/- (Rupees Thirteen Crores only) in ASPL.

The aforesaid investment was made to support the
business operations, working capital requirements and
future growth plans of ASPL.

Proposed Acquisition of Domaine Chandon India
Estate by Artisan Spirits Private Limited

During the financial year under review, Artisan Spirits
Private Limited ("ASPL"), a wholly owned subsidiary
of the Company, entered into an Asset Purchase
Agreement ("APA") with Moet Hennessy India Private
Limited, a wholly owned subsidiary of Moet Hennessy
(part of the LVMH, Louis Vuitton Moet Hennessy
group), for proposed acquisition of identified assets
comprising land, buildings, plant and machinery and
related assets forming the estate of Domaine Chandon
India located at Dindori, Nashik, for a consideration of
Rs. 20 crore, excluding applicable taxes, statutory levies
and inventory-related consideration. The proposed
acquisition is expected to strengthen the Company''s
operational presence in Nashik and further enhance
its wine tourism business, which continues to be a key
growth segment for the Company. The transaction
is subject to fulfilment of conditions precedent and
other terms as stipulated under the said APA.

8. Internal Financial Control

The Board of Directors and management of the
Company are responsible for establishing and
maintaining adequate internal financial controls
to ensure the reliability and integrity of financial
reporting. These controls have been designed in
accordance with the applicable regulatory framework
to provide reasonable assurance regarding the
accuracy of financial statements and compliance with
statutory obligations.

The management team has assessed the effectiveness
of the Company''s internal control over financial

reporting as at 31st March, 2026 and believe that
these systems provide reasonable assurance that our
internal financial controls are designed effectively and
are operating as intended.

The Company has established a robust system of
internal controls commensurate with the size and
operations to ensure that assets are safeguarded, and
transactions are appropriately authorised, recorded
and reported. The controls have been documented,
digitized, and embedded in the business process.

â¢ Segregation of Duties: Clearly defined roles
and responsibilities to prevent unauthorized
transactions.

â¢ Authorization and Approval Processes: Stringent
approval mechanisms for financial transactions
and capital expenditures.

â¢ Periodic Monitoring and Audits: Regular internal
audits and management reviews to assess the
effectiveness of controls.

â¢ IT and System Controls: Implementation of
advanced financial reporting systems and
cybersecurity measures to safeguard financial
data.

Assurance on effectiveness is obtained through
management reviews, controls self-assessment and
periodic reporting of the in-house team as well as
Internal Audit team that evaluates and provides
assurance of its adequacy and effectiveness. The
controls are also tested by the statutory auditors
during their audits.

During the financial year under review, the Internal
Audit function submitted detailed reports to the
management and the Audit Committee with a
summary made to the Board. The Audit Committee
reviewed these reports with the operating
management with a view to provide oversight of the
internal control systems.

The Statutory Auditors of the Company have audited
the financial statements as included in this Annual
Report and issued their report on internal control over
financial reporting (as defined under section 143 of
the Companies Act, 2013 ("the Act")).

Significant issues, if any, are brought to the attention of
the Audit Committee/Board. Statutory Auditors and
Internal auditors are invited to attend the Meetings.
Corrective actions, if required, are being taken up
immediately to ensure that the internal financial
control system remains robust and as an effective tool.

Pursuant to Rule 8 of the Companies (Accounts)
Rules, 2014, based on the representation received
and after due enquiry, the Board is of the opinion
that the Company''s Internal Financial Controls as laid
down with reference to the Financial Statements are
adequate and effective.

9. Management Discussion and Analysis

A detailed analysis of your Company''s performance
is discussed in the Management Discussion and
Analysis Report, as stipulated under the SEBI Listing
Regulations, which forms part of this Annual Report
and is annexed herewith as Annexure 10.

10. Related Party Transactions

The Company has a process in place for approval of
Related Party Transactions and in tracking and dealing
of its Related Parties.

As part of the process, necessary details and information
in respect of each Related Party Transaction, as
applicable, together with the underlying rationale and
justification, are placed before the Audit Committee
in accordance with the Company''s Policy on Related
Party Transactions, the provisions of Regulation 23
of the SEBI Listing Regulations, Section 177 of the
Companies Act, 2013 ("the Act") and the framework
prescribed under the applicable SEBI circulars /
master circulars, including the SEBI circulars relating to
disclosure and reporting of Related Party Transactions,
as amended from time to time. During the financial
year under review, the Company''s Policy on Related
Party Transactions was revised to align it with the
amended provisions of the SEBI Listing Regulations,
which inter-alia includes the approvals and reporting
framework prescribed by the Industry Standards
Forum ("ISF").

Further, pursuant to the applicable SEBI circulars
and amendments issued from time to time by ISF
for Related Party Transactions, the Company has
aligned its internal review, approval and reporting
processes for Related Party Transactions in line with
the revised disclosure and reporting requirements
prescribed thereunder, including the threshold-
based applicability criteria introduced for furnishing
minimum information to the Audit Committee and
shareholders. The Company has undertaken necessary
measures to ensure compliance with the applicable
disclosure, approval and reporting requirements under
the amended regulatory framework.

The Policy can be accessed on the Company''s website
at below link:https://sulavinevards.com/files/0226/
Policv%20on%20Related%20Partv%20Transactions.pdf

All Related Party Transactions entered into during
the year under review were in the ordinary course of
business and on an arm''s length basis.

The Related Party Transactions which are in the ordinary
course of business and on an arm''s length basis, of
repetitive nature and proposed to be entered into
during the financial year are placed before the Audit
Committee for prior omnibus approval. A statement
giving details of all Related Party Transactions, as
approved, is placed before the Audit Committee for
review on a quarterly basis.

The Company has not entered into Material Related
Party Transactions as per the provisions of the Act
and a confirmation to this effect as required under
section 134(3)(h) of the Act is given in Form AOC-2 as
Annexure-2, which forms part of this Annual Report.

11. Board of Directors

As on 31st March, 2026, the Board comprised of
the following Seven (7) Directors with a balanced
composition of executive, non-executive and one
Independent Woman Director, ensuring strong
corporate governance and safeguarding stakeholder
interests. Their collective expertise and integrity drive
strategic decision-making and enhance long-term
value creation.

Sr No.	Name of Director	DIN	Designation
1.	Mr Rajeev Samant*	00020675	Executive - Managing Director and Chief Executive Officer (Promoter)
2.	Alok Vajpeyi (Chairman)	00019098	Non-Executive independent Director
3	Mr Anant Iyer	00610131	Non-Executive Independent Director
4.	Mr Chetan Desai	03595319	Non-Executive Independent Director
5	Mr Deepak Shahdadpun	00444270	Non*Executive Non-Independent Director
6	Mr. Nicholas Cator	07068629	Non-Executive Non-Independent Director
7	Mrs Sangeeta Tanwani	03321646	Non-Executive Women Independent Director

*Re-Appointed as Managing Director and Chief Executive Officer (KMP) of the
Company w.e.f. 1st April, 2026

The Board of Directors met 5 (five) times during
the financial 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-9 to this Board''s
Report.

During the financial year under review, the NonÂ¬
executive Directors including Independent Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees,
commission and reimbursement of expenses.

The Company has received declarations from all the
Directors in Form DIR-8 as prescribed under Section
164 of the Act read with Rule 14(1) of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014 that they are not disqualified from being
appointed as Directors of the Company.

Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of independence as required
under Section 149(6) of the Act and Regulation 16(1)
(b) of the SEBI Listing Regulations.

In the opinion of the Board, all the Independent
Directors are persons of integrity and possess the
requisite expertise, experience and proficiency
required to effectively discharge their duties and
responsibilities as Independent Directors. The

Independent Directors fulfil the conditions specified
under the Act, the SEBI Listing Regulations and are
independent of the management of the Company.

In terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by The
Indian Institute of Corporate Affairs, Manesar ("MCA").

The Independent Directors are also required to
undertake online proficiency self-assessment test
conducted by IICA within a period of 2 (two) years from
the date of inclusion of their names in the data bank,
unless they meet the criteria specified for exemption.

The Independent Directors of the Company are
exempt from the requirement to undertake online
proficiency self-assessment test except Mr. Anant Iyer
(DIN: 00610131) who will soon be taking the online
proficiency self-assessment test within the requisite
period as stipulated therein.

12. Details of changes in Directors

Appointments and resignations of Directors:

(a) Appointments

During the financial year under review, based on the
recommendation of the Nomination and Remuneration
Committee (NRC) and approval of the Board at their
respective meetings held on 10th November, 2025, Mr.
Rajeev Samant (DIN: 00020675) was re-appointed as
the Managing Director and Chief Executive Officer
of the Company (KMP) for another term of three (3)
financial years w.e.f. 1st April, 2026 to 31st March, 2029
which was approved by the shareholders through
postal ballot on 11th December, 2025.

(b) Resignations

During the financial year under review, there were no
resignations.

In accordance with the provisions of Section 152 of
the Act read with provisions contained in the Articles
of Association of the Company, Mr. Nicholas Cator
(DIN: 07068629), who is liable to retire by rotation
and having expressed that he does not seek for reÂ¬
appointment, due to pre-occupation, will be retiring
at the forthcoming AGM. The Notice convening the
AGM includes noting of his cessation as Director upon
retirement by rotation and the vacancy so created on
the Board of Directors of the Company, be not filled.

The Board placed on record its sincere appreciation for
the invaluable contributions and guidance provided
by Mr. Nicholas Cator during his association with the
Company.

13. Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and
203 of the Act, read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the following are the Key Managerial Personnel of the
Company as on 31st March, 2026:

i. Mr. Rajeev Samant, Managing Director and Chief
Executive Officer (re-appointed w.e.f. 1st April, 2026)

ii. Mr. Abhishek Kapoor, Chief Financial Officer

iii. Ms. Gayathri Iyer, Company Secretary and Compliance
Officer (appointed w.e.f. 6th February, 2026)

Appointments and resignations of Key Managerial
Personnel:Appointments

i. Re-appointment of Mr. Rajeev Samant (DIN: 00020675)
as the Managing Director and Chief Executive Officer
of the Company (KMP) for another term of three (3)
financial years w.e.f. 1st April, 2026 to 31st March, 2029

ii. Ms. Gayathri Iyer (Membership No. A38069) was
appointed as Company Secretary and Compliance
Officer of the Company with effect from 6th February,
2026.

Resignations

i. Ms. Shalaka Koparkar tendered her resignation as
Company Secretary and Compliance Officer of the
Company, with effect from the close of business hours
of 24th December, 2025. The Board placed on record
the valuable contribution and services provided by Ms.
Shalaka Koparkar during her tenure with the Company.

14. Committees of the Board of Directors

i. Audit Committee:

The Company has constituted an Audit Committee
in terms of the requirements of the Act read with
the rules made thereunder and Regulation 18 of the
SEBI Listing Regulations. The details relating to the
same are given in Annexure-9 - Report on Corporate
Governance forming part of this Board''s Report.

As on 31st March, 2026, the Audit Committee
comprised of Mr. Chetan Desai as Chairman and
Mr. Alok Vajpeyi, Mr. Anant Iyer and Mrs. Sangeeta
Tanwani as Members of the Committee, all of whom
are Independent Directors.

All the Members of the Committee are Independent
Directors and possess strong accounting and financial
management knowledge. The Company Secretary of
the Company is the Secretary of the Committee.

During the financial year under review, all the
recommendations of the Audit Committee were
accepted by the Board.

ii. Nomination and Remuneration Committee:

As on 31st March, 2026, the Nomination and
Remuneration Committee comprised of Mr. Chetan
Desai as Chairman (Independent Director), Mr.
Alok Vajpeyi (Independent Director), Mr. Anant Iyer
(Independent Director), Mrs. Sangeeta Tanwani
(Independent Director), Mr. Deepak Shahdadpuri
(Non-Executive Non-Independent Director) and Mr.
Nicholas Cator (Non-Executive Non-Independent
Director) as Members of the Committee.

The Company has constituted Nomination and
Remuneration Committee in terms of the requirements
of the Act, read with the rules made thereunder and
Regulation 19 of the SEBI Listing Regulations. The
details relating to the same are given in Annexure-9 -
Report on Corporate Governance forming part of this
Board''s Report.

iii. Stakeholders'' Relationship Committee:

As on 31st March, 2026, the Stakeholders'' Relationship
Committee comprised of Mr. Alok Vajpeyi as Chairman
(Independent Director), Mr. Anant Iyer (Independent
Director), Mr. Deepak Shahdadpuri (Non-Executive
Non-Independent Director) and Mr. Nicholas Cator
(Non-Executive Non-Independent Director) as
Members of the Committee.

The Company has constituted Stakeholders''
Relationship Committee in terms of the requirements
of the Act read with the rules made thereunder and
Regulation 20 of the SEBI Listing Regulations. The
details relating to the same are given in Annexure-9 -
Report on Corporate Governance forming part of this
Board''s Report.

iv. Risk Management Committee:

As on 31st March, 2026, the Risk Management
Committee comprised of Mrs. Sangeeta Tanwani as
Chairperson (Independent Director), Mr. Alok Vajpeyi
(Independent Director), Mr. Anant Iyer (Independent
Director), Mr. Chetan Desai (Independent Director),
Mr. Deepak Shahdadpuri (Non-Executive NonÂ¬
Independent Director), Mr. Nicholas Cator (NonÂ¬
Executive Non-Independent Director) and Mr.
Abhishek Kapoor (Chief Financial Officer) as Members
of the Committee.

The Company has constituted Risk Management
Committee in terms of the requirements of the Act
read with the rules made thereunder and Regulation
21 of the SEBI Listing Regulations. The details relating
to the same are given in Annexure-9 - Report on
Corporate Governance forming part of this Board''s
Report.

v. Corporate Social Responsibility Committee:

The CSR Committee inter-alia, reviews and monitors
the CSR Activities of the Company.

As on 31st March, 2026, the CSR Committee comprised
of Mr. Chetan Desai as Chairman (Independent
Director), Mr. Rajeev Samant (Managing Director and

Chief Executive Officer), Mr. Deepak Shahdadpuri
(Non-Executive Non-Independent Director), Mrs.
Sangeeta Tanwani (Independent Director) and Mr.
Nicholas Cator (Non-Executive Non-Independent
Director) as Members of the Committee.

During the financial year under review, Mr. Chetan Desai
was re-designated as Chairman of the CSR Committee
effective 8th May, 2025 in place of Mr. Rajeev Samant
with remaining of the CSR Committee constitution
being the same.

The Company has constituted CSR Committee in terms
of Section 135 of the Act read with the rules made
thereunder. The details relating to the same are given
in Annexure-9 - Report on Corporate Governance
forming part of this Board''s Report.

15. Familiarization Programme for Independent Directors/
Non-executive Directors

All the Independent Directors of the Company are
made aware of their roles and responsibilities at the
time of their appointment through a formal letter of
appointment, which also stipulates various terms and
conditions of their engagement.

Independent Directors meet the business and
functional heads and provide their inputs and
suggestions on strategic and operational matters at
the quarterly Board / Committee Meetings.

Strategic Presentations are made to the Board
where Directors get an opportunity to interact with
Senior Management. Directors are also informed of
the various developments in the Company including
updates through Press Releases, emails, etc.

A detailed note on the familiarization programme
adopted by the Company for orientation and training
of the Directors is provided in the Report on Corporate
Governance which forms part of this Board''s Report.

The Company has a web-based portal which is
accessible to all Directors and includes all the
necessary papers and documents, inter-alia, including
Agendas, Minutes, Presentations, etc, which enhances
the efficient and effective Conduct of Meetings
and provides with accessibility and organisation of
important documents and resources for the Board.

During the financial year under review, as per
Regulation 25(7) of the SEBI Listing Regulations,
the Company imparted various familiarisation
programmes for its Directors and the details
of Familiarization programmes are updated on

company''s website at: https://sulavinevards.com/
files/0425/Familiarisation%20Programme%20for%20
Independent%20Directors.pdf

16. Performance Evaluation of Board

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 assessment process,
wherein the Nomination and Remuneration
Committee (âNRC'') has laid down the manner of
performance evaluation of the Board, its Committees,
Non - Executive and Independent Directors, Managing
Director and the Chairperson. The evaluations are
carried out in a confidential manner, and the Directors
provide their feedback by rating based on various
metrics. The performance evaluation activity is
conducted under the guidance of the Chairperson of
NRC.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors including
the MD & CEO, the Board as a whole are discussed and
evaluated. Performance evaluation of Independent
Directors was done by the entire Board, excluding the
respective Independent Directors being evaluated.

Board Evaluation process was conducted through
structured questionnaires which cover various
aspects of the Board''s functioning such as adequate
composition of the Board and its Committees,
Member''s strengths and contribution, execution
and performance of specific duties, obligations and
governance.

The survey results and feedback from Directors were
discussed in meetings of the Independent Directors,
NRC and the Board to identify areas for improvement in
Director performance and Board processes, ultimately
enhancing overall board effectiveness.

The evaluation outcomes for the financial year under
review were thoroughly deliberated upon with the
Board Members, Chairman of the NRC and Board, and
individual Directors.

The Directors expressed their satisfaction with the
evaluation process conducted during FY26.

17. Board Meetings and Annual General Meetings

During FY26, five (5) meetings of the Board of
Directors were held on 10th April, 2025; 8th May,
2025; 6th August, 2025; 10th November, 2025; and
6th February, 2026. The 22nd AGM (AGM) of the
Company was held on 26th June, 2025 through Video
Conferencing / Other Audio Visual Means.

18. Meetings of Independent Directors

The Meeting of Independent Directors of the Company
was held on 6th February, 2026, without the presence
of the Non-Independent Directors and members of
the management of the Company.

The Independent Directors, inter-alia, considered and
reviewed the following matters:

a) the performance of the Non-Independent Directors
and the Board of Directors as a whole;

b) the performance of the Chairman and Managing
Director of the Company; and

c) the quality, quantity and timeliness of flow of
information between the management of the
Company and the Board of Directors necessary for the
Board to effectively and reasonably perform its duties.

The meeting of the Independent Directors was
chaired by Mr. Chetan Desai, Independent Director of
the Company.

19. Annual Return

The Annual Return (Form MGT-7) of the Company
as on 31st March, 2026 in accordance with Section
92(3) and Section 134 (3) (a) of the Act and Rule 12
of the Companies (Management and Administration)
Rules, 2014 is available on the Company''s website at:
https://www.sulavinevards.com/investor-relations.php

20. Disclosures, Declarations and Annual Affirmations

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 including
Key Managerial Personnel have been received on
adherence with the Code of Conduct Policy as
applicable to the Board of Directors and Senior
Management including Key Managerial Personnel of
the Company.

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 alongwith 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 has also received from Independent
Directors, declaration of compliance of Rule 6
(1) & (2) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, regarding
online registration with the â''Indian Institute of

Corporate Affairs'''' at Manesar, for inclusion of
name in the data bank of Independent Directors.
The Board has taken on record the declarations
and confirmations submitted by the Independent
Directors after undertaking due assessment of the
veracity of the same.

21. Share Capital
Authorized Share Capital

The Authorized Share Capital of the Company as on
31st March, 2026 is Rs. 20,20,60,000 (Rupees Twenty
Crores Twenty Lakhs Sixty Thousand Only) divided into
10,10,30,000 (Ten Crores Ten Lakhs Thirty Thousand
only) equity shares having face value of Rs. 2/- (Rupees
Two) each.

Issued, Paid up and Subscribed Share Capital

During the financial year under review, the paid up
share capital of the Company increased from Rs.
16,88,19,258/- (Rupees Sixteen Crore Eighty-Eight
Lakhs Nineteen Thousand Two Hundred and Fifty -
Eight Only) comprising of 8,44,09,629 (Eight Crore
Forty - Four Lakhs Nine Thousand Six Hundred and
Twenty-Nine) equity shares having face value of Rs.
2/- (Rupees Two) each to Rs. 16,88,94,458/- (Rupees
Sixteen Crore Eighty-Eight Lakhs Ninety Four Thousand
Four Hundred and Fifty - Eight Only) comprising of
8,44,47,229 (Eight Crore Forty- Four Lakhs Forty Seven
Thousand Two Hundred and Twenty-Nine) equity
shares having face value of Rs. 2/- (Rupees Two) each
as on 31st March, 2026.

As on 31st March, 2026, the issued, subscribed and
paid-up share capital of the Company stood at Rs.
16,88,94,458/- (Rupees Sixteen Crore Eighty-Eight
Lakhs Ninety Four Thousand Four Hundred and Fifty
- Eight Only) comprising of 8,44,47,229 (Eight Crore
Forty- Four Lakhs Forty Seven Thousand Two Hundred
and Twenty-Nine) equity shares having face value of
Rs. 2/- (Rupees Two) each.

The increase in paid-up share capital was pursuant
to allotment of 37,600 Equity shares of Rs. 2/- each
as allotted to its employees under Sula Vineyards
Employees Stock Option Scheme 2021" or "ESOS 2021".

22. Statutory Auditors and Auditor''s Report

Walker Chandiok & Co. LLP, Chartered Accountants,
(Firm Registration No. 001076N/ N500013), were
appointed as Statutory Auditors of the Company at
the 19th AGM held on 27th May, 2022, for a period of 5
years from conclusion of 19th AGM till the conclusion
of the 24th AGM of the Company to be held in the year
2027 at such remuneration as may be decided by the
Board of Directors of the Company.

The Auditors are subjected to the peer review process
of the Institute of Chartered Accountants of India
(ICAI) and hold valid certificate issued by the Peer

Review Board of the ICAI.

The Audit Committee reviews the independence and
objectivity of the Auditors and the effectiveness of the
Audit process.

The Statutory Audit Report for FY26 is unmodified,
i.e. it does not contain any qualification, reservation or
adverse remark or disclaimer.

During the financial year under review, the Auditors
have not reported any fraud under Section 143(12)
of the Act. Further, as required under the provisions
of Section 139(1) of the Act, it has been confirmed by
the Auditors that they continue to satisfy the criteria
provided in Section 141 of the Act read with the Rules
framed thereunder.

23. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI Listing Regulations, it
is mandated that every Listed entity and its material
unlisted subsidiaries undertake a Secretarial Audit.

Further, listed entities are required to submit an
Annual Secretarial Compliance Report, which shall
be signed by the appointed Secretarial Auditor or
a Peer Reviewed Company Secretary satisfying the
conditions as prescribed by SEBI.

Accordingly, basis recommendation of the Audit
Committee and the Board at their respective
meetings held on 8th May, 2025, the Members at
the 22nd AGM held on 26th June, 2025 approved the
appointment of M/s. Sunil Agarwal & Co., Practising
Company Secretary (vide C.P. No. 3286), as the
Secretarial Auditors of the Company for a term of
five consecutive years, commencing from the FY26
up to FY30.

The Secretarial Audit for FY 26 has been duly
conducted in accordance with the applicable
provisions of the Act. The Secretarial Audit Report
forms part of this Annual Report and is annexed
herewith as Annexure-3. The Report does not contain
any observations, reservations, qualifications, or
adverse remarks requiring explanation or comments
from the Board under Section 134(3) of the Act.

24. Annual Secretarial Compliance Report

The Company has undertaken an audit for the
FY26 for all applicable compliances as per SEBI
Listing Regulations and Circulars /Guidelines
issued thereunder. The Annual Secretarial
Compliance Report duly signed by M/s. Sunil
Agarwal & Co., Practicing Company Secretary
and Secretarial Auditor of the Company has
been submitted to the Stock Exchanges and is
annexed as Annexure-4 to this Board''s Report.

25. Secretarial Audit of Material Unlisted Indian
Subsidiary

During FY26, Artisan Spirits Private Limited, a
material unlisted subsidiary of Sula Vineyards Limited,
was subject to Secretarial Audit pursuant to the
requirements of Regulation 24A of the SEBI Listing
Regulations.

The Secretarial Audit Report of Artisan Spirits Private
Limited for the financial year ended 31st March, 2026 is
annexed as Annexure-5 to this Board''s Report.

26. Maintenance of Cost Records & Cost Auditor

The Company is not required to maintain cost accounts
and records as required under Section 148(1) of the
Act read with rules made thereunder and hence
appointment of Cost Auditor is not applicable to your
Company.

27. Reporting of Fraud by Auditors

During the financial year under review, the Statutory
Auditors and Secretarial Auditors have not reported
any instances of frauds committed in the Company
by its officers or employees to the Board/ Audit
Committee pursuant to Section 143(12) of the Act,
details of which needs to be mentioned in this report.

28. Internal Auditor

The Company has in place an adequate Internal
Audit framework commensurate with the size, scale
and complexity of its operations and to monitor the
efficacy of the Internal Controls with the objective of
providing to the Board of Directors, an independent,
objective and reasonable assurance on the adequacy
and effectiveness of the Company''s processes.

Pursuant to Section 138 of the Act read with the
Companies (Accounts) Rules, 2014, M/s. Ernst and
Young LLP were appointed as the Internal Auditor of
your Company to conduct the Internal audit for FY26.

The Internal Auditor reports to the Audit Committee/
Board. The Internal Audit function develops an
audit plan for the Company, which covers, inter-alia,
corporate, core business operations, as well as support
functions and is reviewed and approved by the Audit
Committee/Board. The Internal Audit approach
verifies compliance with the operational and system
related procedures and controls.

The audit observations during the year were presented
to the Audit Committee with a summary briefed to the
Board, together with the status of the management
actions and the progress of the implementation of the
recommendations on a regular basis.

The Internal Audit presentation/Report does not
contain any qualification, reservation or adverse
remark which is affecting the financials.

29. Directors'' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board based
on representations received from Management, and
the processes involving the Company''s statutory
and internal audit functions, and to the best of its
knowledge, ability and due enquiry, the Directors of
your Company confirms that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures has been provided;

b. the Directors 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 of the profit and loss of the company for
that period;

c. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act 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 are 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.

30. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, read with SEBI Circular No. SEBI/HO/CFD/
CMD-2/P/CIR/2021/562 dated 10th May, 2021, the top
1,000 listed entities based on market capitalisation
are required to include a Business Responsibility and
Sustainability Report ("BRSR") as part of their Annual
Report. Further, SEBI has mandated assessment or
assurance of BRSR Core disclosures for the top 500
listed entities in a phased manner.

Although the Company does not presently fall
within the top 1,000 listed entities based on market
capitalisation, the applicability of BRSR disclosures
continues in accordance with the applicable SEBI
Listing Regulations and the sunset provisions
prescribed thereunder. Accordingly, the Company
continues to provide BRSR disclosures as part of its
Annual Report as a measure of continued commitment
towards sustainable business practices and good
corporate governance.

The Company believes that sustainable and inclusive
growth can be achieved through responsible
environmental, social and governance practices while
continuing to enhance long-term stakeholder value.

As per Regulation 34 of the SEBI Listing Regulations,
a separate section on BRSR forms a part of this
Annual Report, as attached to the Board''s Report as
Annexure-11.

31. Employees'' Stock Option Schemes

The Nomination and Remuneration Committee
("NRC") of the Board of Directors, inter-alia,
administers and monitors the Employees Stock
Option Scheme of the Company and is in compliance
with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SBEB Regulations")
and there have been no material changes in the said
scheme during the financial year under review.

During the financial year under review, pursuant to the
recommendation of the NRC and in accordance with
the provisions of the SBEB Regulations, the Company
continued implementation of the following employee
stock option schemes approved by the Board of
Directors and the Members of the Company:

1. Sula Vineyards Employees Stock Option Scheme
2021 ("ESOP 2021")

2. Sula Vineyards Employees Stock Option Scheme
2023 ("ESOP 2023")

During the financial year under review, the Board of
Directors approved allotment of 37,600 fully paid-up
equity shares of face value of Rs. 2/- each pursuant
to exercise of stock options under the Sula Vineyards
Employees Stock Option Scheme 2021 ("ESOP 2021")
to eligible employees of the Company. The said equity
shares have been listed on the BSE Limited and
National Stock Exchange of India Limited and all the
shares rank pari passu with the existing equity shares
in all respects.

There were no material changes made to the aforesaid
schemes during the year under review and the schemes
are in compliance with the applicable provisions of the
SBEB Regulations.

The disclosure as required under Section 62(1)(b) of the
Act read with Rule 12 of the Companies (Share Capital
and Debentures) Rules, 2014 and the SBEB Regulations
relating to ESOPs is provided on the website of the
Company at the below link:https://sulavinevards.com/
files/0526/SBEBS%20-%20ES0P%20Disclosure%20
2026.pdf

A certificate from the Secretarial Auditor of the
Company, Sunil Agarwal & Co., Practising Company
Secretary, confirming that the aforesaid schemes
have been implemented in accordance with the
SBEB Regulations, will be open for inspection at the
23rd AGM which is also available on the website of
the Company:https://sulavineyards.com/investor-
relations.php

32. 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-6 to
this Board''s 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, as amended
from time to time is available for inspection at the
Registered Office of the Company during business
hours on working days up to the date of the AGM. Any
member interested in obtaining a copy of the same
may write to the Company Secretary at the Registered
Office of the Company.

33. Vigil Mechanism/Whistle blower policy

The Vigil Mechanism as envisaged in the Act, read with
the Rules prescribed thereunder, and the SEBI Listing
Regulations is implemented through the Company''s
Whistle-Blower Policy.

The Company has established Vigil Mechanism
(Whistleblower policy) in accordance with the
provisions of Section 177(9) & (10) of the Act to report
instances of unethical behaviour, actual or suspected
fraud or violation of the code of conduct or any policy
of the Company.

The Vigil Mechanism/ Whistle Blower Policy has been
uploaded on the website of the Company at below link:

https://sulavineyards.com/files/1123/Vigil%20

Mechani.sm%20and%20Whistleblower%20Policy.pdf

It enables the Directors, employees and all stakeÂ¬
holders of the Company to report genuine concerns
(about unethical behaviour, actual or suspected fraud,
or violation of the Code) and provides for adequate
safeguards against victimisation of persons who use
such mechanism and makes provision for direct access
to the Chairman of the Audit Committee. A quarterly
report on the whistle-blower complaints, as received, is
placed before the Audit Committee for its review.

During the financial year under review, no whistleÂ¬
blower complaints were received, reported or
registered under the Company''s Vigil Mechanism
/ Whistle Blower Policy. The Company continues to
maintain an adequate vigil mechanism framework
to promote ethical conduct, transparency and
accountability across the organization.

Further details with respect to the Vigil Mechanism,
forms part of report on corporate governance which is
appended as Annexure-9 to this Board''s Report.

34. Risk Management

At Sula Vineyards Limited, we recognize that effective
risk management is essential to achieving our strategic
objectives and ensuring long-term sustainability. Our
focus is to identify and embed mitigation actions for
material risks that could impact our current or future
performance, and/or our reputation. Our approach
is holistic and integrated, bringing together risk
management, internal controls, and business integrity,
ensuring that our activities across this agenda focus on
the risks that could have the greatest impact.

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. Sula Vineyards 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.

To enhance this focus, the Board of Directors has
constituted a Committee of the Board called the Risk
Management Committee to frame, implement and
monitor risk management plan.

Our approach:

â¢ Risk Identification: Management identifies
areas that may positively or negatively affect
the Company''s ability to implement its strategy
and achieve its objectives and performance
goals.

â¢ All aspects of internal risk such as Strategic Risk,
Business Risk, Finance Risk, Environment Risk,
Personnel Risk, Operational Risk, Reputation
Risk, Regulatory Risk, Technology Risk and
Information and Cyber Security Risk and
external risk such as Sectoral Risk, Sustainability
Risk and Political Risk are covered as part of
the Risk Management Committee meeting.

â¢ Root Cause Analysis: Root cause analysis
enables tracing the reasons / drivers for
existence of a risk element and helps
developing appropriate mitigation action.

â¢ Risk Scoring: An analysis of all internal
processes and support functions is done to
determine the likelihood and impact of risk
elements.

â¢ Risk Categorisation: The identified risks are
further grouped into (a) Controlled; (b)Serious;

(c)Disruptive; (d)Severe and (e)Critical.

â¢ Risk Mitigation: Management is developing
appropriate responsive action on review of
various alternatives, costs and benefits, with
a view to manage identified risks and limit
the impact to tolerance level. Risk mitigation
plan drives policy development as regards
risk ownership, control environment timelines,
standard operating procedure, etc.

â¢ Risk Monitoring & Reporting: It is designed to
assess on an ongoing basis, the functioning of
risk management components and the quality
of performance over time.

35. Nomination and Remuneration Policy

This Nomination and Remuneration Policy (the
"Policy") has been formulated by the Company in
compliance with Section 178 of the Act.

In accordance with the Nomination and Remuneration
Policy, the NRC formulates the criteria for
appointment as a Director, Key Managerial Personnel
and Senior Management, identifies persons who are
qualified to be Directors and nominates candidates
for Directorships subject to the approval of Board,
evaluates the performance of the individual directors,
recommends to the Board, remuneration to Managing
Director / Whole-time Directors, ensures that the
remuneration to Key Managerial Personnel, Senior
Management and other employees is based on
Company''s overall philosophy and guidelines and is
based on industry standards, linked to performance of
the self and the Company and is a balance of fixed pay
and variable pay and recommends to the Board, sitting
fees/ commission to the Non-Executive Directors.

The Company''s Nomination and Remuneration Policy
for Directors, Key Managerial Personnel and senior
management is available on the website of the
Company at below link:

https://sulavinevards.com/files/0473/Nomination%70

and%70Remuneration%?0Policv.pdf

The NRC has also formulated a separate policy on the
Diversity of the Board of Directors which is available on
the website of the Company at below link:

http.s://.sulavinevard.s.com/file.s/04?3/Diver.sitv%?0

of%20the%20Roard%20of%20Director.s%20Policy.pdf

36. Corporate Social Responsibility (CSR) and CSR Policy

The Corporate Social Responsibility ("CSR") initiatives
of Sula Vineyards Limited are guided by the Company''s
CSR Policy and are aligned with the requirements of
Section 135 of the Act and the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

The CSR Committee had formulated and
recommended to the Board, a CSR Policy which was
subsequently adopted by it and is being implemented
by the Company.

The Company recognizes that integrating social,
environmental and ethical responsibilities into
its business operations is essential for long-term
sustainability, inclusive growth and value creation for
all stakeholders.

The CSR Policy of the Company aims to contribute
towards sustainable development of society and
environmental conservation with a focus on creating
a meaningful and lasting impact on communities. The
CSR activities undertaken by the Company primarily
focus on the areas of education, healthcare, hygiene,
environmental sustainability and rural development,
in line with Schedule VII of the Act. Through its CSR
initiatives, the Company continues to work towards
improving community well-being and promoting
responsible and sustainable business practices.

During the financial year under review, the Company
spent/contributed an amount of Rs. 2.01 Crores
towards CSR activities which has been in excess of the
prescribed CSR obligation under Section 135(5) of the
Act (2% of average net-profit of the Company of the
three preceding financial years, i.e. for FY 23, FY 24 and
FY 25 as per section 135(5) of the Act is Rs. 1.98 Crores)
thereby resulting in a surplus CSR spend of Rs. 0.03
Crores for FY 26.

Pursuant to the provisions of Section 135(5) of the
Act read with the applicable rules made thereunder,
the said excess amount, as approved by the CSR
Committee and the Board of Directors, shall be carried
forward for set-off against the CSR obligation of the
succeeding financial years, in accordance with the
applicable provisions of the Act.

The detailed Annual Report on the CSR activities
undertaken by the Company in FY 26, is annexed
herewith as Annexure-7 to this Report.

As on date of this report, the Company does not have
any unspent CSR amount pertaining to FY 26 required
to be transferred to any account/ Schedule VII fund or
any excess amount to be set off in the current financial
year, as referred in Section 135(5) and Section 135(6)
of the Act.

37. Particulars of Public Deposits

Your Company had not accepted any deposits from
the public, or its employees, within the meaning of
Section 73 of the Act and the Companies (Acceptance
of Deposits) Rules, 2014 during the financial year
under review and there is no amount which qualifies
as deposit outstanding as on the date of balance
sheet and not in compliance with the requirement of
chapter V of the Act.

38. Particulars of Loans, Guarantees and Investments
under Section 186 of the Act

Pursuant to the provisions of Section 186 of the Act,
the disclosures pertaining to loans, advances,
guarantees, and investments form an integral part
of the financial statements and are included in this
Annual Report.

Particulars of loans and investments made pursuant
to Section 186 of the Act as on 31st March, 2026 are
provided in Note no. 5 (Investments) and Note no. 6
(Loans) to the Standalone Financial Statements and
the same forms part of this Report.

The disclosures pursuant to Regulation 34(3) read with
Schedule V of the SERI Listing Regulations relating to
loans and advances in the nature of loans granted to
firms/companies in which Directors are interested are
not applicable to the Company for the financial year
ended 31st March, 2026.

39. Dematerialization of Shares

The Company''s shares are compulsorily tradable
in electronic form. As on the date of this report,
100% of the Company''s total paid up capital are
in dematerialized form. Pursuant to amendments
in SERI Listing Regulations, requests for effecting
transfer of securities in physical form, shall not be
processed by the Company and all requests for
transmission, transposition, issue of duplicate share
certificate, renewal/exchange of securities certificate
and endorsement need to be processed only in
dematerialized form.

40. 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.

41. Disclosure as per the Sexual Harassment of Women
at Workplace (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 (âPOSH Act'') and the Rules made thereunder.

Internal Complaints Committees ("IC") have been
constituted to redress complaints of sexual harassment
and the Company has complied with the provisions
relating to the constitution of IC under the POSH Act.

During the financial year under review, the Company
did not receive any sexual harassment complaints
under the POSH Act.

42. Other Disclosuresa. Unclaimed Dividend:

The Company after listing have declared three
dividends including two final dividends and one interim
dividend. Shareholders can claim their unclaimed/
unpaid dividends by sending a written request to the
Company at [email protected] or to the Company''s
RTA at [email protected].

Pursuant to the provisions of Sections 124 and 125
of the Act, dividend amounts remaining unpaid or
unclaimed for a period of seven consecutive years are
required to be transferred to the Investor Education
and Protection Fund ("IEPF") established by the
Central Government.

Since the Company commenced declaration of
dividend from FY 23 onwards, no amount was
due for transfer to the IEPF during the financial
year under review on account of unpaid or
unclaimed dividend. Accordingly, no amount
pertaining to unpaid or unclaimed dividend was
transferred to the IEPF during the financial year ended
31st March, 2026.

b. MSME:

The Company has registered itself on Trade
Receivables Discounting System platform (TReDS)
through the service providers TReDS Limited. The
Company complies with the requirement of submitting
a half yearly return to the Ministry of Corporate Affairs
within the prescribed timelines.

c. Statutory Compliance:

The Company has adequate systems and processes
in place to comply with all applicable laws and
regulations, pay applicable taxes on time, and ensure
statutory CSR spend.

d. Consolidated Financial Statements:

Your Directors are pleased to attach the Consolidated

Financial Statements pursuant to section 129(3) of
the Act and Regulation 34 of the SEBI Listing
Regulations, prepared in accordance with the
provisions of the Act and the Indian Accounting
Standards (Ind AS).

e. Insolvency and Bankruptcy Code, 2016

No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of one-time settlement with any Bank or
Financial Institution.

f. Disclosure under SEBI Large Corporate
Framework

Pursuant to the criteria specified under the SEBI Master
Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2024/54
dated 22nd May, 2024, as amended from time to time,
the Company does not qualify as a "Large Corporate"
as on 31st March, 2026. Accordingly, the disclosure
requirements applicable to Large Corporates are not
applicable to the Company for FY26.

g. Details of utilization of funds

Pursuant to Regulation 32 of the SEBI Listing
Regulations, there were no deviations or variations in
the utilisation of proceeds raised through the Initial
Public Offer from the objects stated in the Prospectus
of the Company. Further, during the financial year
under review, the Company has not raised any funds
through preferential allotment or Qualified Institutions
Placement.

43. General Disclosures

The Managing Director and Chief Executive Officer
of the Company does not receive any remuneration
or commission from any of the subsidiaries of your
Company.

Your Directors state that no disclosure or reporting
is required in respect of the following items as there
were no transactions/ events on these items during
the financial year under review:

a. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

b. Issue of Shares (Including Sweat Equity Shares) to
employees of the Company under any Scheme.

c. Voting rights which are not exercised by the
employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as
there is no scheme pursuant to which such persons can
beneficially hold shares as envisaged under section
67(3) (c) of the Act.

d. During the year, the Company has not made any
one-time settlement for loans taken from the Banks
or Financial Institutions, and hence the details of
difference between amount of the valuation done at
the time of one time settlement and the valuation
done while taking loan from the Banks or Financial

Institutions along with the reasons thereof is not applicable.

e. There was no revision of financial statements and Board''s Report of the Company during the financial year under
review.

44. Secretarial Standards

The applicable Secretarial Standards, i.e. SS1 and SS2 relating to âMeetings of the Board of Directors'' and âGeneral
Meetings'', respectively, have been duly complied by the Company.

45. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and
outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure-8 and forms part of this Report.

46. Acknowledgements

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the
banks, Government authorities, customers, vendors, and members during the financial year under review.

Your Directors take this opportunity to place on record their deep sense of appreciation for the services committed by
the Company''s executives, staff and workers. The Directors would also like to thank the shareholders for their support
and contribution. We look forward to their continued support in future.

For and on behalf of the BoardRajeev Samant Alok Vajpeyi

Place: Mumbai Managing Director and CEO Chairperson & Independent Director

Date: 6^th May 2026 DIN: 00020675 DIN: 00019098

Mar 31, 2025

Your Board of Directors ("Board") is pleased to present the Twenty Second (22nd) Annual Report of Sula Vineyards Limited
("the Company") together with the Audited Financial Statements of the Company for the Financial Year ended 31st March
2025

1. Key Financial Highlights (Standalone and Consolidated)

The Company''s financial performance, for the year ended 31st March 2025 is summarized below:

(INR crores)

	Consolidated		Standalone
	2024-25	2023-24	2024-25	2023-24
Total Income	623.31	616.37	533.72	598.93
Profit Before Interest and Depreciation (EBITDA)	153.00	183.57	102.39	177.56
Finance Charges	29.67	26.16	25.57	23.59
Provision for Depreciation	34.99	31.63	28.92	26.81
Profit before tax	88.34	125.78	47.90	127.16
Provision for Tax	18.14	32.47	14.50	32.47
Profit after tax	70.20	93.31	33.40	94.69
Other Comprehensive Income/(Loss)	0.10	(0.66)	0.17	(0.64)
Total Comprehensive Income/(Loss)	70.30	92.65	33.57	94.05
Balance of Profit brought forward	207.03	192.40	232.30	216.26
Balance available for appropriation	277.34	285.05	265.87	310.31
Dividend paid on Equity Shares	(37.98)	(78.01)	(37.98)	(78.01)
Surplus carried to Balance Sheet	239.35	207.04	227.89	232.30

2. Business Performance & State of Company Affairs
Financial Overview

FY25 was a challenging year for the Indian Wine
Industry as after 3 good years of very healthy growth,
the industry witnessed a temporary pause in FY25 with
urban consumption slowdown adversely impacting
wine demand more so than other alcobev categories
given the urban markets account for lion''s share of the
industry demand.

Despite the challenging market scenario, Sula
registered its highest ever Revenue from Operations.
Our Revenue from Operations was up 1.8% YoY to INR
619.4 Cr in FY25 vis-a-vis INR 608.7 Cr in FY24.

A subdued sales performance had a disproportionate
impact on our operating profitability as Operating
EBITDA declined by 15.2% YoY to INR 149.1 Cr in FY25.

Operating EBITDA margin contracted by 482 bps to
24.1% vs. 28.9% in FY24. Similarly, Profit after Tax (PAT)
declined by 24.8% YoY to INR 70.2 Cr in FY25 with PAT
margin contracting by 388 bps to 11.3% vs. 15.1% in FY24.

Our Balance Sheet continues to remain strong with
Net Debt / EBITDA continuing to be below our internal
benchmark of 2 times. Our Credit Rating also continued
to be maintained at A by ICRA. The strength of
our balance sheet and healthy profitability margins
(Operating EBITDA Margins of ~24%), continues to enable
our company to maintain fine rates on our borrowings.

Own Brands Performance

As mentioned in the earlier paragraph, FY25 was a
tough year for the Indian Wine Market and Sula. After
witnessing strong growth in recent years (post Covid),
FY25 was a year of reset, as the industry growth saw a
temporary pause given impact from the urban

consumption slowdown and the temporary market
disruptions we saw through the year in the form of the
national elections, multiple state elections especially
in our largest state of Maharashtra in Q3, and other
short-term regulatory / policy disruptions in some
states such as Karnataka, Delhi, and UP which also hurt
industry demand albeit temporarily in FY25.

Given this market backdrop, our sales growth was
subdued for FY25. Having said that, Sula continued
its north ward journey and clocking highest ever
Own Brand sales. Own Brands sales grew 2.2% YoY to
INR 546.2 Cr in FY25 as compared to INR 534.2 Cr in
FY24. Our Elite & Premium portfolio continued to
outperform in FY25 registering 4.8% YoY growth to
reach sales of INR 420.9 Cr with the salience of Elite
& Premium improving further to 77.1% in FY25 vis-a-vis
75.2% in FY24. Traction in our Elite & Premium brands
was powered by the robust double-digit growth in âThe
Source'' and the âRASA'' range, our key Elite brands.

Further, our commercial strategy of increasing wine
adoption and width of distribution outside our top 2
markets paid off as revenue excluding Maharashtra and
Karnataka recorded high-single digit growth despite
the tough macro environment given the slowdown in
urban consumption. We also successfully tapped price
increase opportunities across some of our markets and
brands.

Wine Tourism Performance

Wine Tourism segment continued to perform robustly
recording another year of double-digit growth. Wine
Tourism revenue for FY25 was up 10.2% to INR 60.3 Cr.

The healthy growth in our Wine Tourism driven by
strong performance of our resorts which recorded
improved occupancy, higher revenue per guest and
a very successful SulaFest''25, the 14th edition of the
iconic music festival after 5 years. Resort occupancy
jumped 400 bps from 74% in FY24 to 78% in FY25 while
revenue per guest at our key Wine Tourism facilities
increased by 7% YoY

The wine tourism holds a pivotal position in fostering
awareness and boosting wine consumption in India.
We continue to be among the most visited vineyards
globally as we welcomed >3.3 lakh visitors in FY25.
Further, we also carried out 1.55 lakh tastings in FY25.

Production and Harvest Update

The recently concluded Harvest 2025 was excellent
in both quantity and quality - marking the fifth
consecutive year of strong vintages for Sula. We
crushed ~9,500 tons of wine grapes in Harvest''25.

Our total installed capacity grew by 1.5 million liters in
FY25 from 16.7 Mn liters to 18.2 Mn liters, an increase
of 9% YoY. The capacity expansion was carried at our
Domaine Dindori unit, here we commissioned the 1.5

million liters low-cost cellar at 33% lower capex. This
newly commissioned cellar will be used for Economy &
Popular brands.

More importantly, we augmented our bottling capacity
at two of our units in Maharashtra - the Nashik Winery
at The Source and the ND Wines facility. Further, in
Q4 FY25, we also received regulatory approval for
our Nashik Winery (at the Source) to be eligible for
the WIPS benefit. So, overall, we now have 4 units
in Maharashtra that are eligible for maximum WIPS
benefit and with that we are well placed to capture
~100% of the potential WIPS in FY25 vis-a-vis ~85% in
FY24.

On the product development front, we launched the
Sula Merlot, a new rich velvety red wine. Merlot being
one of the most cherished red varieties globally, the
Merlot is an excellent addition to our portfolio and
marks the first addition to the core Sula series in nearly
a decade.

A healthy harvest 2025 along with the enhanced
storage capacity, ensures ample supply of wine
positioning the company for a strong year ahead.

Marketing Update

In FY25, our marketing efforts focused on deepening
consumer engagement and enhancing brand visibility
across key touchpoints. We surpassed our digital
benchmarks once again, growing our community to
over 163K wine lovers. SulaFest made a grand comeback
after a five-year hiatus, drawing 10,000 attendees
with its vibrant celebration of wine, music, and food.
Our partnership with IndiGo took Sula cans to new
heightsâbringing wine to the skies. The flagship RASA
Cabernet Sauvignon 2022 was awarded a prestigious
Gold Medal at the Global Cabernet Sauvignon Masters
2024, marking the first-ever gold for an Indian wine at
the Global Masters Awards in any category.

In FY25, we conducted 77,887 tastings across 51 cities,
significantly expanding our reach through events
like Viva La Vino (Goa, Pune, Mumbai, Kolkata, Delhi,
Bangalore), Vinexpo, Art Mumbai, and the recordÂ¬
breaking Monsoon Tasting with 117 participants -
nearly double previous editions. We also made a strong
showing at UpperCrust, boosting visibility among key
consumer segments.

Venturing into fashion, we hosted an exclusive wine
event with Saher Agiary House - a high-profile show
combining style and purpose, supporting charitable
causes, and connecting the brand with influential
audiences. We created memorable experiences at
cultural platforms such as the KNMA Spring Concert
and the Alliance Franpaise Paris Olympic Launch, while
also expanding our presence in tier 2 and emerging
cities such as Darjeeling, Sikkim, Guwahati, Jammu,
Coonoor, Ooty, Lonavala, Mahabaleshwar - introducing
many to their first taste of Sula.

New listings were secured at premium properties like
Hyatt Regency Delhi, Umaid Bhawan Palace Jodhpur,
and The Astor Goa. We also partnered with standout
restaurants including Otoki and Sixteen 33 in Mumbai,
and Amiel Gourmet and Fireside in Bangalore.

Strategic collaborations with KA Hospitality, 3 Stories,
and Holiday Inn further expanded our on-trade
footprint and brand recall in competitive markets.

Sustainability Update

In FY25, we continued to make our operations more
sustainable and environmentally friendly. We reduced
our water consumption per liter of wine produced
by 5% YoY, increased our solar power share as % of
consumption to 66% vs. 59% LY and boosted our
battery energy storage system (BESS) to ~1 MW visÂ¬
a-vis 0.5 MW LY E-vehicle fleet % also increased 45% in
FY25 as compared to 35% last year.

Additionally, in FY26, we plan to expand BESS (Battery
Energy Storage System) capacity to 2 MW to efficiently
store solar energy and make it available for use during
peak load times resulting in cost savings. On the
whole, we remain unwavering in our commitment to
spearhead sustainability initiatives

3. Reserves

During the year under review, no amount was
transferred to any of the reserves by the Company.

4. Dividend

The Board of Directors at their meeting held on 8th
May 2025, has recommended payment of Rs. 3.60 per
equity share of face value of Rs. 2/- each fully paid-
up as final dividend for the financial year 2024-25.
The record date for payment of final dividend is
23rd May 2025. The final dividend, subject to the
approval of the shareholders at the ensuing
Annual General Meeting ("AGM") of the Company,
will be paid within the statutory timelines.

The total dividend for the financial year 2024-25,
amounts to Rs. 3.60 per equity share of face value of
Rs. 2/- each and would involve a total outflow of Rs.
30,38,74,664.40 (Rupees Thirty Crores Thirty-Eight
Lakhs Seventy-Four Thousand Six-Hundred Sixty-Four
and Forty Paise Only).

In view of the applicable provisions of Income Tax Act,
1961, dividend paid or distributed by the Company
shall be taxable in the hands of the shareholders, if the
amount exceeds the threshold limit. Your Company
shall, accordingly, make the payment of the
final dividend after deduction of tax at source.

5. Management Discussion and Analysis

The Management Discussion and Analysis for the year
under review, as stipulated under the SEBI Listing
Regulations is annexed to this Report. (Annexure - V)

6. Material changes and commitments if any, affecting
the financial position of the Company which have
occurred between the end of the financial year of the
company to which the financial statements relate and
the date of the report

Other than stated elsewhere in this report, there are
no material changes and commitments affecting the
financial position of the Company between the end of
the financial year and the date of this report.

7. Extract of Annual Return

The Annual Return (Form MGT-7) of the Company as
on 31^st March, 2025 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 is available on the
Company''s website at https://www.sulavinevards.com/
investor-relations.php

8. Details of changes in Directors and Key Managerial
Personnel

Appointments and resignations of Directors:

(a) Appointments

During the year under review, based on the
recommendation of the Nomination and Remuneration
Committee (NRC) and the Board, the shareholders
have approved the following appointments:

(i) Appointment of Mr. Deepak Shahdadpuri (DIN:
00444270) as a Non-Executive Director with effect
from 4^th April 2024.

(ii) Appointment of Mr. Anant S. Iyer (DIN: 00610131)
as an Independent Director of the Company for a term
of three years, effective from 12^th November 2024 to
11^th November 2027.

(iii) Re-appointment of Mr. Alok Vajpeyi (DIN:
00019098) as an Independent Director of the Company
for second term of three years, effective from 15^thDecember 2024 to 14^th December 2027#.

(iv) Re-appointment of Mr. Chetan Desai (DIN:
03595319) as an Independent Director of the Company
for second term of three years, effective from 15^thDecember 2024 to 14^th December 2027

(v) Re-appointment of Ms. Sangeeta Tanwani (DIN:
03321646) as an Independent Director of the Company
for second term of three years, effective from 15^thDecember 2024 to 14^th December 2027.

#Mr. Chetan Desai has stepped down as Chairperson of the Board and
Mr. Alok Vajpeyi was elevated to Chairperson of the Board w.e.f. 15^thDecember 2024, as a part of succession planning.

(b) Resignations

During the year under review, Mr. Arjun Anand (DIN:
07639288) resigned as a Non-Executive Nominee
Director, effective close of business hours on April 4,
2024.

Mr. Riyaaz Amlani (DIN: 00261209) resigned as a NonÂ¬
Executive Independent Director, effective close of
business hours on April 4, 2024.

(c) Retirement by rotation and subsequent reÂ¬
appointment

In accordance with the provisions of Section 152 of
the Companies Act read with provisions contained
in the Articles of Association of the Company, Mr.
Deepak Shahdadpuri is liable to retire by rotation at
the ensuing Annual General Meeting of the Company
and being eligible has offered his candidature for reÂ¬
appointment. The notice convening the AGM includes
the proposal for re-appointment of Directors.

Brief resume, nature of expertise, disclosure of
relationship between directors inter-se, details of
directorships and committee membership held
in other companies of the Directors proposed
to be appointed/re-appointed, along with their
shareholding in the Company, as stipulated under
Secretarial Standard-2 and Regulation 36 of the Listing
Regulations, is appended as an Annexure to the Notice
of the ensuing Annual General Meeting.

(d) Appointments and resignations of Key Managerial
Personnel:

Appointments

(i) Ms. Shalaka Koparkar (Membership No. A25314)
was appointed as Company Secretary and Compliance
Officer of the Company with effect from November
12, 2024.

Resignations

(i) Ms. Ruchi Sathe stepped down from her role as
Company Secretary and Compliance Officer of the
Company, with effect from the close of business hours
on October 1, 2024.

(ii) Mr. Karan Vasani stepped down from his role as
Chief Operating Officer of the Company, with effect
from the close of business hours on December 20,
2024¹.

the Key Managerial Personnel of the Company:

(i) Mr. Rajeev Samant, Managing Director and Chief
Executive Officer

(ii) Mr. Abhishek Kapoor, Chief Financial Officer

(iii) Ms. Shalaka Koparkar, Company Secretary and
Compliance Officer

9. Disclosures, Declarations and Annual Affirmations

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.

v. The Board has taken on record the declarations
and confirmations submitted by the Independent
Directors after undertaking due assessment of
the veracity of the same.

10. Board of Directors:

The Board comprises of seven directors with a
balanced composition of executive, non-executive
and one Independent Woman 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
6 (six) 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 II to this Board Report.

In the opinion of Board, all Independent Directors are
persons of integrity and fulfils requisite conditions
as per applicable laws and are independent of the
management of the Company.

During the year under review, the non-executive
directors of the Company had no pecuniary relationship
or transactions with the Company, other than sitting
fees, commission and reimbursement of expenses, if
any.

Committees of the Board of Directors

(i) Audit Committee:

The Company has constituted an Audit Committee in
terms of the requirements of the Companies Act, 2013
read with the rules made thereunder and Regulation
18 of the SEBI Listing Regulations. The details relating
to the same are given in Annexure II - Report on
Corporate Governance forming part of this Board
Report.

(ii) Nomination and Remuneration Committee:

The Company has constituted Nomination
and Remuneration Committee in terms of the
requirements of the Companies Act, 2013 read with
the rules made thereunder and Regulation 19 of the
SEBI Listing Regulations. The details relating to the
same are given in Annexure II - Report on Corporate
Governance forming part of this Board Report.

(iii) Stakeholders Relationship Committee:

The Company has constituted Stakeholders
Relationship Committee in terms of the requirements
of the Companies Act, 2013 read with the rules made
thereunder and Regulation 20 of the SEBI Listing
Regulations. The details relating to the same are given
in Annexure II - Report on Corporate Governance
forming part of this Board Report.

(iv) Risk Management Committee:

The Company has constituted Risk Management
Committee in terms of the requirements of the
Companies Act, 2013 read with the rules made
thereunder and Regulation 21 of the SEBI Listing
Regulations. The details relating to the same are given
in Annexure II - Report on Corporate Governance
forming part of this Board Report.

(v) Corporate Social Responsibility Committee:

The Company has constituted Corporate Social
Responsibility Committee in terms Section 135 of
the Companies Act, 2013 read with the rules made
thereunder. The details relating to the same are given
in Annexure II - Report on Corporate Governance
forming part of this Board Report.

12. Familiarization Programme for Independent Directors

The Company implements a comprehensive induction
program for all Directors, including Independent
Directors, upon their appointment. This program,
complemented by ongoing updates throughout
the year, ensures thorough familiarization with the
Company''s operations, business model, values, culture
and industry landscape. A detailed note on the
familiarization programme adopted by the Company
for orientation and training of the Directors is provided
in the Report on Corporate Governance which forms
part of this Integrated Report.

Details of Familiarization programs are updated on
company''s website at https://sulavinevards.com/
files/0425/Familiarisation%20Programme%20
for%20Independent%20Directors.pdf

13. Board Evaluation

The Company has a structured assessment process,
wherein the Nomination and Remuneration
Committee (âNRC'') has laid down the manner of
performance evaluation of the Board, its Committees,
Non - Executive and Independent Directors, Managing
Director and the Chairperson. The evaluations are
carried out in a confidential manner and the Directors
provide their feedback by rating based on various
metrics. The performance evaluation activity is
conducted under the guidance of the Chairperson of
NRC.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors including
the MD & CEO, the Board as a whole were discussed and
evaluated. Performance evaluation of Independent
Directors was done by the entire Board, excluding the
Independent Director being evaluated.

The survey results and feedback from directors were
discussed in meetings of the Independent Directors,
NRC and the Board to identify areas for improvement in
director performance and board processes, ultimately
enhancing overall board effectiveness.

14. Share Capital

Authorized Share Capital

The Authorized Share Capital of the Company as on

31^st March 2025 is INR 20,20,60,000 (Rupees Twenty
Crores Twenty Lakhs Sixty Thousand Only) divided into
10,10,30,000 (Ten Crores Ten Lakhs Thirty Thousand
only) equity shares having face value of INR 2/-
(Rupees Two) each.

Paid up and Subscribed Share Capital

The paid up and subscribed share capital of the Company
as on 31^st March 2025 is INR 16,88,19,258/- (Rupees
Sixteen Crore Eighty-Eight Lakhs Nineteen Thousand
Two Hundred and Fifty - Eight Only) comprising of
8,44,09,629 (Eight Crore Forty - Four Lakhs Nine Thousand
Six Hundred and Twenty-Nine) equity shares having face
value of INR 2/- (Rupees Two) each.

15. 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. In terms of
section 136(1) of the Companies Act, 2013 and the
rules made thereunder, the Report and Accounts are
being sent to the shareholders excluding the aforesaid
Annexure. Any member interested in obtaining a copy
of the same may write to the Company Secretary at
the Registered Office of the Company.

16. Statutory Auditors

Walker Chandiok & Co. LLP, Chartered Accountants,
(Firm Registration No. 001076N/ N500013), have been
appointed as Statutory Auditors of the Company at
the 19th Annual General Meeting held on May 27, 2022,
for a period of 5 years from conclusion of 19th Annual
General Meeting till the conclusion of the 24th Annual
General Meeting of the Company to be held in the
year 2027 at such remuneration as may be decided by
the Board of Directors of the Company. The Auditors
have confirmed that they have subjected themselves
to the peer review process of Institute of Chartered
Accountants of India (ICAI) and hold valid certificate
issued by the Peer Review Board of the ICAI.

The Audit Committee reviews the independence and
objectivity of the Auditors and the effectiveness of the
Audit process.

The Statutory Audit Report for the year 2024-25 does not
contain any qualification, reservation or adverse remark or
disclaimer. During the year under review, the Auditors have
not reported any fraud under Section 143(12) of the Act.

During FY 2024-25, the total fees for all services paid
by the Company and its subsidiaries, on a consolidated

basis, to Walker Chandiok & Co. LLP, Chartered
Accountants, Statutory Auditor is Rs. 94 lakhs plus
taxes. These fees are paid towards Statutory & Tax
Audit and Limited Review.

17. Secretarial Auditor

Pursuant to the provisions of Section 204 of
the Companies Act, 2013, and the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed
Sunil Agarwal & Co., Practising Company Secretary, to
undertake the secretarial Audit of the Company for
Financial Year 2024-25. The Report of the Secretarial
Audit is annexed herewith as Annexure- III. The Report
does not contain any observation or qualification
requiring explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013.

In terms of the provisions of SEBI Listing Regulations
read with the circulars issued by SEBI dated 12^thDecember 2024 and 31^st December 2024, the Board,
at its meeting held on 8th May 2025, has appointed
Sunil Agarwal & Co., Practising Company Secretary,
as Secretarial Auditor, subject to the approval of
shareholders in ensuing Annual General Meeting, for
conducting Secretarial Audit of the Company for a
term of 5 consecutive years w.e.f. 1^st April 2025 till 31^stMarch 2030, at a fee of Rs. 1,55,000 for FY 2025-26
(plus taxes as applicable) and remuneration for the
subsequent years as 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.

For FY 2024-25, the total fees paid for issuance of
Secretarial Audit Report and Statutory Certificate
by the Company and its material subsidiary, on a
consolidated basis, to Sunil Agarwal & Co., Practising
Company Secretary, Secretarial Auditor is INR 3 Lakhs
plus applicable taxes.

18. Reporting of Fraud

There were no frauds committed against the Company
during FY 2024-25 by its officers or employees which
are required to be disclosed as per Section 143(12) of
the Companies Act, 2013.

19. Details of the adequacy of internal financial controls

The management team has assessed the effectiveness
of the Company''s internal control over financial
reporting as at March 31, 2025 and believe that these
systems provide reasonable assurance that our internal
financial controls are designed effectively and are
operating as intended.

â¢ Segregation of Duties: Clearly defined roles
and responsibilities to prevent unauthorized
transactions.

â¢ Authorization and Approval Processes: Stringent
approval mechanisms for financial transactions
and capital expenditures.

â¢ Periodic Monitoring and Audits: Regular internal
audits and management reviews to assess the
effectiveness of controls.

â¢ IT and System Controls: Implementation of
advanced financial reporting systems and
cybersecurity measures to safeguard financial
data.

Assurance on the effectiveness is obtained through
management reviews, controls self-assessment
and periodic reporting of the in-house team that
evaluates and provides assurance of its adequacy
and effectiveness. The controls are also tested by the
internal and statutory auditors during their audits.
The Statutory Auditors of the Company have audited
the financial statements included in this Annual
Report and issued their report on internal control over
financial reporting (as defined under section 143 of
the Companies Act, 2013).

20. Directors'' Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the
Companies Act, 2013, Directors of your Company
confirm that:

a) in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures;

b) the Directors 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 Directors have taken proper and sufficient

care for the maintenance of adequate accounting
records in accordance with the provisions of this Act
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 are 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.

21. Business Responsibility and Sustainability Report

As per Regulation 34 of the SEBI Listing Regulations,
a separate section on Business Responsibility and
Sustainability Reporting (BRSR) forms a part of
this Integrated Annual Report BRSR is attached as
Annexure - VI.

22. Subsidiaries/ Joint Venture/ Associate Companies:

The Company has 2 (two) wholly owned subsidiaries as
on 31^st March 2025. There are no associate companies
or joint venture companies within the meaning of
section 2(6) of the Companies Act, 2013 ("Act").

A statement in Form AOC-1 as required under Section
129(3) of the Companies Act, 2013 containing salient
features of the financial statements of the subsidiary
companies is forming part of this Annual Report in
Annexure - VII.

23. Issue of employee stock options

In terms of the provisions of Securities and Exchange
Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SBEB Regulations")
and pursuant to the recommendation of the
Nomination and Remuneration Committee ("NRC"),
approval of the Board and the members of the
Company, following schemes were duly implemented:

a) Sula Vineyards Employees Stock Option Scheme
2021 (âESOP 2021'')

b) Sula Vineyards Employees Stock Option Scheme
2023 (âESOP 2023'')

The disclosure relating to ESOPs required to be made
under the provisions of the Companies Act, 2013
along with the rules made thereunder and the SBEB
Regulations is provided on the website of the Company:
https://sulavinevards.com/investor-relations.php

A certificate from the Secretarial Auditor of the
Company, confirming that the aforesaid schemes
have been implemented in accordance with the SBEB
Regulations, will be open for inspection at the 22nd
Annual General Meeting which is also available on the
website of the Company: https://sulavinevards.com/
investor-relations.php

24. Vigil Mechanism

The Company has established Vigil Mechanism
(Whistleblower policy) in accordance with the
provisions of Section 177(9) & (10) of the Companies
Act, 2013 to report instances of unethical behaviour,
actual or suspected fraud or violation of the code
of conduct or any policy of the Company. The Vigil
Mechanism Policy has been uploaded on the website
of the Company at below link: https://sulavineyards.
com/files/1123/Vigil%20Mechanism%20and%20
Whi.stleblower%20Policy.pdf

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.

25. Risk Management

At Sula Vineyards, we recognize that effective risk

management is essential to achieving our strategic
objectives and ensuring long-term sustainability. Our
focus is to identify and embed mitigation actions for
material risks that could impact our current or future
performance, and/or our reputation. Our approach
is holistic and integrated, bringing together risk
management, internal controls, and business integrity,
ensuring that our activities across this agenda focus on
the risks that could have the greatest impact.

To enhance this focus, the Board of Directors has
constituted a Committee of the Board called the Risk
Management Committee to frame, implement and
monitor risk management plan.

Risk Governance Structure
	Overseeing risk management framework for managing risks and it''s operating effectiveness.
m-1 uMc	L Formu late the risk manag ement pol icy with a fra mework f o r t identification of internal, external risks along with SCP. Oversee and evaluate the risk management systems of the company.
Head - Risk Â¦> Assurance	Hk To monitor and report the existence, adequacy and effectiveness f fc of the above process to Risk Management committee.
Risk Owner	Bk E ns u re comprehens ive a nd time ly ide nt ificat ion, assess m ent, ndtigatior. controlling, monitoring and reporting ot r s
* â They shall work w th tnc R s< Owner and are respons ole '' f or t he cxecut io n of risk mana go me n t act i¹vities.

Our approach:

â¢ Risk Identification: Management identifies
areas that may positively or negatively affect the
Company''s ability to implement its strategy and
achieve its objectives and performance goals.

â¢ All aspects of internal risk such as Strategic Risk,
Business Risk, Finance Risk, Environment Risk,
Personnel Risk, Operational Risk, Reputation Risk,

Regulatory Risk, Technology Risk and Information
and Cyber Security Risk and external risk such
as Sectoral Risk, Sustainability Risk and Political
Risk are covered as part of the Risk Management
Committee meeting.

â¢ Root Cause Analysis: Root cause analysis enables
tracing the reasons / drivers for existence of a
risk element and helps developing appropriate
mitigation action.

â¢ Risk Scoring: An analysis of all internal processes
and support functions is done to determine the
likelihood and impact of risk elements.

â¢ Risk Categorisation: The identified risks are
further grouped into (a) Controlled; (b)Serious; (c)
Disruptive; (d)Severe and (e)Critical.

â¢ Risk Mitigation: Management is developing
appropriate responsive action on review of various
alternatives, costs and benefits, with a view to
manage identified risks and limit the impact to
tolerance level. Risk mitigation plan drives policy
development as regards risk ownership, control
environment timelines, standard operating
procedure, etc.

â¢ Risk Monitoring & Reporting: It is designed to
assess on an ongoing basis, the functioning of
risk management components and the quality of
performance over time.

26. Nomination and Remuneration Policy

This Nomination and Remuneration Policy (the "Policy")
has been formulated by the Company in compliance
with Section 178 of the Companies Act, 2013.

In accordance with the Nomination and Remuneration
Policy, the NRC formulates the criteria for
appointment as a Director, Key Managerial Personnel
and Senior Management, identifies persons who are
qualified to be Directors and nominates candidates
for Directorships subject to the approval of Board,
evaluates the performance of the individual directors,
recommends to the Board, remuneration to Managing
Director / Whole- time Directors, ensures that the
remuneration to Key Managerial Personnel, Senior
Management and other employees is based on
Company''s overall philosophy and guidelines and is
based on industry standards, linked to performance of
the self and the Company and is a balance of fixed pay
and variable pay and recommends to the Board, sitting
fees/ commission to the Non-Executive Directors.

The Company''s Nomination and Remuneration Policy
for Directors, Key Managerial Personnel and senior
management is available on the website of the
Company at below link:

https://sulavinevards.com/files/0423/Nomination%20

and%20Remuneration%20Policy.pdf

The NRC has also formulated a separate policy on the
Diversity of the Board of Directors which is available on
the website of the Company at below link:
https://sulavineyards.com/files/0423/Diversity%20
of%20the%20Board%20of%20Directors%20Policy.pdf

27. Particulars of 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.

28. Loans, Guarantees and Investments

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.

29. Maintenance of Cost Records

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.

30. Corporate Social Responsibility (CSR)

The initiatives with respect to CSR, the CSR policy
framework and Annual Action Plan of CSR activities
undertaken during the year are available on the
website of the Company: https://sulavineyards.com/
investor-relations.php. The disclosures required to be
given under section 135 of the Companies Act, 2013
read with Rule 8(1) of the Companies (Corporate Social
Responsibility Policy) Rules, 2014 are given in Annexure
- IV forming part of this Board Report.

31. Related Party Transactions

In line with the requirements of the Act and the SEBI
Listing Regulations, the Company has formulated a
Policy on Related Party Transactions. The Policy can be
accessed on the Company''s website at below link:
https://sulavinevards.com/files/0823/Policv%20on%20
Related%20Party%20Transactions.pdf

During the year under review, all related party
transactions entered into by the Company, were
approved by the Audit Committee and were at
arm''s length and in the ordinary course of business.
Prior omnibus approval is obtained for related party
transactions, which are repetitive in nature and
entered in the ordinary course of business and on an
arm''s length basis. During the year under review, there
were no material related party contracts entered into
by the Company requiring shareholders'' approval.

Accordingly, the disclosure of related party transactions
as required under Section 134 (3) (h) of the Act in
Form AOC-2 is not applicable to the Company for FY25
and hence does not form part of this report. Details
of related party transactions entered into by the
Company, in terms of Ind AS-24 have been disclosed
in the notes to the standalone/ consolidated financial
statements forming part of this Integrated Report &
Annual Accounts 2024-25.

The Company''s shares are compulsorily tradable
in electronic form. As on the date of this report,
100% of the Company''s total paid up capital are
in dematerialized form. Pursuant to amendments
in SEBI Listing Regulations, requests for effecting
transfer of securities in physical form, shall not be
processed by the Company and all requests for
transmission, transposition, issue of duplicate share
certificate, renewal/exchange of securities certificate
and endorsement need to be processed only in
dematerialized form.

33. 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.

34. Disclosure as per the Sexual Harassment of Women
at Workplace (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 (âPOSH 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.

During the year under review, the Company did not
receive any sexual harassment complaints.

35. Dividend Distribution Policy

In terms of Regulation 43A of SEBI Listing Regulations,
your Company has formulated a Dividend Distribution
Policy, with an objective to provide the dividend
distribution framework to the Stakeholders of the
Company. The policy sets out various internal and
external factors, which shall be considered by the
Board in determining the dividend payout.

The policy is available on the website of the Company
at below link:

https://sulavinevards.com/files/0823/Dividend%20

Distribution%20Policv.pdf

36. Other Disclosures

a. Unclaimed Dividend:

The Company after listing have declared three
dividends including two final dividends and one interim

dividend. Shareholders can claim their unclaimed/
unpaid dividends by sending a written request to the
Company at [email protected] or to the Company''s
RTA at [email protected].

b. MSME:

The Company has registered itself on Trade Receivables
Discounting System platform (TReDS) through the
service providers TReDS Limited. The Company
complies with the requirement of submitting a half
yearly return to the Ministry of Corporate Affairs within
the prescribed timelines.

c. Statutory Compliance:

The Company has adequate systems and processes in
place to comply with all applicable laws and regulations,
pay applicable taxes on time, and ensures statutory
CSR spend.

d. Consolidated Financial Statements:

Your Directors are pleased to attach the Consolidated
Financial Statements pursuant to section 129(3) of the
Companies Act, 2013 and Regulation 34 of the SEBI
Listing Regulations, prepared in accordance with the
provisions of the Companies Act, 2013 and the Indian
Accounting Standards (Ind AS).

e. Insolvency and Bankruptcy Code, 2016

No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of one-time settlement with any Bank or
Financial Institution;

37. Secretarial Standards

The Company has complied with Secretarial Standards
on Board Meetings and General Meetings issued by
the Institute of Company Secretaries of India.

38. Conservation of energy, technology absorption and
foreign exchange earnings and outgo

The details of conservation of energy, technology
absorption, foreign exchange earnings and outgo are
as follows:

Cl)

the steps taken or impact on conservation of
energy

Â» The solar energy accounts 66% of energy
requirements of Sula

Â» The co m pa ny is a i m i ng to i ncrease its total
electric vehicle fleet from 45% to 55% in FY26,
which wilt gets charged On solar energy

* Installation of Bu rkert syste m has helpe d us to
reduce power consumption at our DD (cellar 4) by
37%

Â» 1 n stal 1 ation of an add i don a | Battery E nergy

Storage System allows us to store energy for use
during peak hours

* Byinstallingamethanegascapturesystem_rfor
power generation

0i>

the Steps taken by the Company for utilizing
alternate sources of energy

* Solar Roof Top PV system

* Bu rkert Tan k tem perature control system

* ElectricalVehicle

Â» Battery Energy storage system

* Meth ane Gas Ca ptu re system
Â» Solar water pumping system

* Solar water heating system
Â» Biogas plant

* Rainwater harvesting

Ciii)

the capital investment on energy conservation
eauioment''s

- 15.29 Cr

b) Technology absorption

(I)	the efforts made towards technology absorption	* Installation of additional 521 Kwh BESS system * I n stai I atio n of Bu rkert system * MethaneGascapture system
CIO	the benefits derived like product Improvement cost reduction, product development or import substitution	* With the use of the Bu rkert system we saved 37% power consumption at cellar operations * Installation of methane gas capture system helps to generate power unitswiththe help of Methane gas
Clio	in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-	-
	(a) the details of technology imported	-
	(b) the year of import;	-
	I whether the technology been fully absorbed	-
	(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof	-
Civ)	the expenditure incurred on Research and Development	-

c) Foreign exchange earnings and Outgo

Foreign exchange	Year ended 31^st March 2025 CNR in crores)	Year ended 3l^iC March 2024 (INR in crores)
(i) Earnings	5.66	7.33
(il)Outgo	10.24	14.70

39. Acknowledgements

Your Directors take this opportunity to place on record their deep sense of appreciation for the committed services by
the Company''s executives, staff and workers. The Directors would also like to thank the shareholders for their support
and contribution. We look forward to their continued support in future.

For and on behalf of the Board

Rajeev Samant Alok Vajpeyi

Place: Mumbai Managing Director and CEO Chairperson & Independent Director

Date: 8^th May 2025 DIN: 00020675 DIN: 00019098

Mr. Gorakh Gaikwad was appointed as the Chief Operating Officer of
the Company with effect from December 21, 2024, under the category
of Senior Management Personnel (''SMP'').

(e) 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

Mar 31, 2024

Your Board of Directors ("Board") present the Twenty First (21^st) Annual Report of Sula Vineyards Limited ("the Company") together with the Audited Financial Statements of the Company for the Financial Year ended March 31, 2024.

1. Key Financial Highlights (Standalone and Consolidated)

The Company''s financial performance, for the year ended March 31, 2024 is summarized below:

	Consolidated		Standalone
	2023-24	2022-23 ^	2023-24	2022-23
Gross Income	616.37	556.96	598.93	535.43
Earnings Before Interest, Depreciation, Tax and Amortization (EBITDA)	183.57	160.96	177.56	161.54
Finance Charges	26.16	21.08	23.59	19.44
Depreciation and amortisation expense	31.63	25.89	26.81	23.84
Net profit before tax	125.78	113.99	127.16	118.26
Tax expense	32.47	29.94	32.47	29.94
Other comprehensive gain / (loss) (net of tax)	(0.66)	0.81	(0.64)	0.72
Total comprehensive income	92.65	84.86	94.05	89.04
Balance of Profit brought forward	192.40	152.94	216.26	172.63
Balance available for appropriation	92.65	84.86	94.05	89.04
Amount transferred to retained earnings	0.01	-	-	-
Dividend paid on Equity Shares	(78.01)	(45.41)	(78.01)	(45.41)
Surplus carried to Balance Sheet	207.03	192.40	232.30	216.26

2. Business Performance & State of Company Affairs

Key Highlights

FY24 was a landmark year for Sula, achieving record Revenue, EBITDA and Profits. Sula also expanded its wine tourism footprint by acquiring N D Wines, a winery strategically located less than 50kms the Gujarat border, laying the groundwork for long-term growth of Wine Tourism. Customer demand continues to rise, with Sula tastings increasing by 42% compared to the previous year taking total tastings to 2.7 Lakhs. To cater to the growing demand and stay ahead in terms of innovation, we introduced three of our iconic brands in 250ml cans for the first time. We have been certified as a ''Great Place to Work'' for the third consecutive year, earning a place among India''s Top 100 companies.

As we enter FY25, the demand for our wines continues to soar, reaffirming Sula as the preferred choice for Indian consumers embracing wine as their preferred drink.

Financial Overview

Net Revenues grew by 10.67% to H 616.37 crores in FY24 from H 556.96 crores in FY23, with H 534.21 crores revenue from our Own Brands jumping 11.13%. EBITDA increased by 14.05% to H 183.57 crores from H 160.96 crores last year with the EBITDA margin increasing to 30.16% from 29.08% last year. PAT increased by 11.01% to H 93.31 crores from H 84.5 crores last year with the PAT margin increasing to 15.33% from 15.19% last year.

Sales

In FY24, we crossed 1.1 million cases with a continued focus on premiumization, resulting in 13.44% Elite and Premium volume growth. The share of Elite & Premium volumes grew from 46.09% in FY21 to 54.98% in FY24.

Our commercial agenda of increasing width of distribution in tier 2 markets paid off; as a result, growth in tier 2 markets was higher than that in key markets of Maharashtra and Karnataka. We successfully tapped price increase opportunities across markets; as a result, we initiated price increase in the markets of Maharashtra, Karnataka, CSD and West Bengal.

We have maintained a small Imports portfolio comprising just 3 brands - Le Grand Noir, Torres, and Trapiche which give us good depth of volume and profitability.

Production and Harvest

Harvest 24 was our fourth successive harvest with great quality and quantity. We crushed ~ 11,400 tons of wine grapes an increase of 11% over Harvest 23. Our total installed capacity grew by 0.5 million litres in FY24, an increase of 4%. This came from a 0.26 million litre increase at ASPL (York), representing a ~50% capacity increase for ASPL and a 0.3 million litre increase at DD and exit from Indian Ambience, one of our leased wineries.

Our Source Pinot Noir is the latest release in this iconic range of The Source, the most successful premium Indian wine brand launched in the past decade. We simplified our

packaging material requirement by introducing common outer cartons for all our premium brands as well as common plain black screwcaps for Madera, Mosaic and Port Gold. In line with our sustainability goals we aim to almost double the use of recycled glass bottles from 0.09 cr bottles in FY24.

Wine Tourism

Our wine tourism holds a pivotal position in fostering awareness and boosting wine consumption in India. In FY24 we achieved a strong 20% growth in Wine Tourism business closing the year at 96 crores We welcomed 4.34 lakh wine enthusiasts across all our facilities this year - crossing the 4 lakh mark for the first time, a 12% jump from the last year.

During FY24, we conducted 29% more tastings at our premises, amounting to over 1.72 lakh. Our on-site wine sales have all played a role in driving a 20% rise in our revenue for FY24. We have added three stylish new villas at Beyond overlooking the picturesque Gangapur lake in Nashik and 27 new rooms. We now have over 100 keys at our iconic Nashik resorts, a big jump from 67 keys in March''23. We sold 28% more rooms in FY24 compared to last year indicating the rising demand.

A record 11,670 visitors enjoyed a day at Sula over the three days of Independence Day weekend, a massive jump from the previous record of 8,532 visitors in the year-ago period. Revenues for three days touched H 2.08 crores, 40% higher than the previous three-day record of H 1.47 crores.

This record was once again broken on Christmas day weekend, clocking the highest single-day, two-day, and three-day revenue, reaching H 2.28 crores Visitor numbers set record with over 12,000 visitors (not including the erstwhile Sula fest music festival) with over 5,300 individual tastings over the 3-day period, a jump from the previous 3-day record of 4,700 tastings over Independence Day 2023.

Marketing

In FY24, our marketing efforts have driven significant achievements. We surpassed our follower target, securing the No. 11 spot on the Top Wineries on Instagram list. Our total digital brand reach exceeded 9.5cr and we are now a strong community of 150K wine lovers.

Sula''s The Source Chenin Blanc Reserve won the country''s first ever wine medal at the prestigious Concours Mondial de Bruxelles 2023, arguably India''s finest dry Chenin Blanc, making it a proud day for India. Sula''s Rasa Syrah and Dindori Reserve Chardonnay also won two golds at the 2023 Paris Wine Cup.

We conducted 80,000 in-person tastings, explored 66 tier 2 cities, and successfully listed The Source and Rasa at prestigious institutions like Pizza Express Mumbai, PF Changs Mumbai Ritz Carlton Pune, Club Mahindra Goa, Quorum Gurgaon. Additionally, we held our own Sula

events like Monsoon Tasting and for the first-time Harvest Tasting, aiming to strengthen our relationships with institutions and media. We had successful participation in 15 key events like the Sunday Soul Sante - Hyderabad, Upper Crust - Mumbai. The introduction of rice husk glasses was highly successful at such events.

Sustainability

Sustainability continues to be one of the key arrow of our company. We proudly secured the prestigious IWCA (International Wineries for Climate Action) Gold membership, marking a milestone as the first winery in Asia to achieve this recognition.

Aligning with our ambitious 2050 Net-Zero goal, we have installed nearly 700 kW of solar panels across our facilities, augmenting our total solar capacity to over 3300 kW. Currently, 59% of our energy needs are met through solar energy sources. Additionally, in FY24, we introduced BESS (Battery Energy Storage System) with capacity of 422Kwh to efficiently store solar energy. We remain unwavering in our commitment to spearhead sustainability initiatives.

We have developed a sophisticated water management tool that guides us in minimizing freshwater usage and maximizing recycled water utilization. This initiative has led to a strong 8% YoY reduction in water consumption per liter of wine produced. Additionally, in FY24 Q4, we introduced partition-less cartons and reduced bottle weight, resulting in a 2% decrease in emissions from packaging materials, in turn reducing our carbon footprint.

3. Reserves

There is no amount proposed to be transferred to the Reserves.

4. Dividend

The Board of Directors at its meeting held on February 13, 2024, declared an Interim Dividend of H 4/- per equity share of face value of H 2/- each aggregating to H 33,75,98,516/-(Rupees Thirty-Three Crores Seventy-Five Lakhs Ninety-Eight Thousand Five Hundred and Sixteen only). The Interim Dividend was paid to the shareholders holding shares as on Wednesday, February 21, 2024.

The Board recommends to declare a Final Dividend of H 4.50/- per equity share of face value H 2/- each for FY23-24 aggregating to H 37,97,98,330.50 (Rupees Thirty Seven Crores Ninety Seven Lakhs Ninety Eight Thousand Three Hundred Thirty and Fifty paise only) out of the profits of financial year 2023-24 to the equity shareholders of the Company whose names appear in the Registrar of Members of the Company as on Wednesday, May 22, 2024.

5. Management Discussion and Analysis

The Management Discussion and Analysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report (Annexure - V)

6. Material changes and commitments if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

Other than, as disclosed in the financial statements, the directors are not aware of any other matters or circumstances that have arisen since the end of the financial year, which have significantly affected or may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company.

The Company acquired N D Wines Private Limited by executing a share purchase agreement ("SPA") dated April 4, 2024 with its existing shareholders. The agreement entails the purchase of the entire shareholding of 32,80,000 equity shares, thereby granting the Company 100% ownership of N D Wines Private Limited and making it a wholly owned subsidiary.

7. Extract of Annual Return

The Annual Return of the Company as on March 31, 2024 in Form MGT-7 in accordance with Section 92(3) and Section 134 (3) (a) of the Companies Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 will be available on the Company''s website at: https://www.sulavinevards.com/investor-relations.php

8. Directors and Key Managerial Personnel

During the year under review, there was a change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

Retirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act read with provisions contained in the Articles of Association of the Company, Mr. Nicholas Cator is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered his candidature for re-appointment. As per the provisions of the Act, the Independent Directors are not liable to retire by rotation.

Brief resume, nature of expertise, disclosure of relationship between directors inter-se, details of directorships and committee membership held in other companies of the Directors proposed to be appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard-2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.

Change in Directors Resignations:

â¢ Mr. Roberto Italia (DIN: 09228481) stepped down as a Non-Executive Nominee Director effective from the close of business hours on November 9, 2023.

â¢ Mr. Arjun Anand (DIN: 07639288) resigned as a NonExecutive Nominee Director due to the sale of entire shareholding of Verlinvest in the Company, effective as of the close of business hours on April 4, 2024.

â¢ Mr. Riyaaz Amlani (DIN: 00261209) stepped down as a Non-Executive Independent Director, effective as of the close of business hours on April 4, 2024.

Appointments:

â¢ Mr. Riyaaz Amlani (DIN: 00261209) was appointed as an Independent Director for a three year term starting from April 19, 2023.

â¢ Mr. Nicholas Cator (DIN: 07068629) was appointed as a Non-Executive Director effective from November 9, 2023.

â¢ Mr. Deepak Shahdadpuri (DIN: 00444270)

was appointed as an Additional Non-Executive Director effective from April 4, 2024, subject to shareholder approval.

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:

1. Mr. Rajeev Samant, Managing Director and Chief Executive Officer

2. Mr. Karan Vasani, Chief Operating Officer

3. Mr. Abhishek Kapoor, Chief Financial Officer

4. Ms. Ruchi Sathe, Company Secretary and Compliance Officer

Resignations:

â¢ Mr. Bittu Varghese resigned from his position as Chief Financial Officer of the Company and Whole Time Director & Chief Financial Officer of Artisan Spirits Private Limited, a wholly-owned subsidiary, effective from the close of business hours on June 9, 2023.

â¢ Mr. Chaitanya Rathi resigned from his position as Chief Operating Officer (COO) of the Company, effective from the close of business hours on September 30, 2023.

Appointments:

â¢ Mr. Abhishek Kapoor was appointed as the Chief Financial Officer of the Company and Chief Financial Officer of Artisan Spirits Private Limited, a wholly owned subsidiary of the Company, effective from August 28, 2023.

â¢ Mr. Karan Vasani was appointed as the Chief Operating Officer (COO) of the Company, effective from October 1, 2023.

Director(s) Disclosure

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.

Independent Directors'' Declaration

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1) (b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1) (b) of the SEBI Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the ''''Indian Institute of Corporate Affairs'''' at Manesar, for inclusion of name in the data bank of Independent Directors.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors

appointed during the Financial year 2023-24, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors, forms a part of the Corporate Governance Report of this Integrated Annual Report.

9. Board of Directors:

a) Composition of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015, which, inter alia, stipulates that the Board should have an optimum combination of Executive and Non-Executive directors.

As on March 31, 2024 the Board comprised of seven Directors including four Independent Directors which includes Independent Woman Director and Non-Executive Directors.
Sr. No. DIN		Name of the Directors	Category	Designation
1.	00020675	Mr. Rajeev Samant	Executive	Managing Director & CEO
2.	03595319	Mr. Chetan Desai	Non - Executive	Chairperson & Independent Director
3.	00019098	Mr. Alok Vajpeyi	Non - Executive	Independent Director
4.	03321646	Mrs. Sangeeta Pendurkar	Non - Executive	Independent Director
5.	00261209	Mr. Riyaaz Amlani	Non - Executive	Independent Director
6.	07639288	Mr. Arjun Anand	Non - Executive	Nominee Director
7.	07068629	Mr. Nicholas Cator	Non - Executive	Director

b) Meetings of the Board

The Board of Directors duly met 6 times during the financial year from April 01, 2023 to March 31,2024. The dates on which the meetings were held are April 19, 2023; May 3, 2023; May 31, 2023; August 9, 2023; November 9, 2023 and February 13, 2024.

10. Familiarization Programme for Independent Directors

matters reserved for the Board and the major risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management.

As stated in the Board''s Report, the details of orientation given to our existing Independent Directors are available on our website at: https://sulavinevards.com/files/0524/ Familiarisation%20Programme%2for%20Inrtepenrtent.% 20Directors.pdf

Further, based on the confirmations/disclosures received from the Non-Executive Independent Director in terms of Regulation 25(9) of the Listing Regulations, the Board of Directors is of the opinion that the Non-Executive Independent Directors fulfil the criteria or conditions specified under the Act and under the Listing Regulations and are independent of the management.

11. Evaluation

The evaluation of all the directors, committees, Chairperson of the Board, and the Board as a whole was conducted based on the criteria and framework adopted by the Committee.

The Board sought the feedback of Directors on various parameters including:

i. Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning, etc.);

ii. Structure, composition and role clarity of the Board and Committees;

iii. Extent of co-ordination and cohesiveness between the Board and its Committees;

iv. Effectiveness of the deliberations and process management;

v. Board/Committee culture and dynamics; and

vi. Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of the IDs, the performance of the Non-Independent Directors, the Board as a whole and Chairman of the Company were evaluated taking into account the views of Executive Directors and other NonExecutive Directors.

The Nomination and Remuneration Committee reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of Nomination and Remuneration Committee, the performance of the Board, its committees, and individual Directors were discussed.

12. Committees of the Board of Directors (i) Audit Committee:

In terms of Section 177 of the Companies Act, 2013, the Board of Directors has constituted an Audit Committee comprising of 3 Directors as below.

Sr. No.

Name of the Directors

Mr. Chetan Desai, Chairperson Mr. Alok Vajpeyi, Member Mr. Arjun Anand, Member

All the recommendations of the Audit Committee were accepted by the Board.

During the year i.e. from April 1, 2023 to March 31, 2024, Audit Committee met 4 times on May 3, 2023; August 9, 2023; November 9, 2023 and February 13, 2024.

In terms of Section 178 of the Companies Act, 2013, the Board of Directors had constituted Nomination & Remuneration Committee comprising of 3 Directors as below:

Sr. No.

Name of the Directors

Mr. Alok Vajpeyi, Chairperson Mrs. Sangeeta Pendurkar, Member Mr. Arjun Anand, Member

The Board of Directors at the meeting held on April 19, 2023 re-constituted Nomination & Remuneration Committee comprising of 5 Directors as below:

Sr. No.	Name of the Directors
1.	Mr. Alok Vajpeyi, Chairperson
2.	Mrs. Sangeeta Pendurkar, Member
3.	Mr. Arjun Anand, Member
4.	Mr. Chetan Desai, Member
5.	Mr. Riyaaz Amlani, Member

The Board of Directors at the meeting held on February 13, 2024 re-constituted Nomination & Remuneration Committee comprising of 5 Directors as below:

Sr. No.	Name of the Directors
1.	Mr. Alok Vajpeyi, Chairperson
2.	Mrs. Sangeeta Pendurkar, Member
3.	Mr. Chetan Desai, Member
4.	Mr. Riyaaz Amlani, Member
5.	Mr. Nicholas Cator, Member

During the year i.e. from 01st April 2023 to March 31, 2024, Nomination and Remuneration committee met 3 times on April 19, 2023, August 9, 2023 and November 9, 2023.

(iii) Stakeholders Relationship Committee:

The Board of Directors had constituted Stakeholders Relationship Committee comprising of 3 Directors as below:

Sr. No.

Name of the Directors

Mr. Alok Vajpeyi, Chairperson Mr. Rajeev Samant, Member Mr. Arjun Anand, Member

The Board of Directors at the meeting held on February 13, 2024 re-constituted Stakeholders'' Relationship Committee comprising of 3 Directors as below:

Sr. No.

Name of the Directors

Mr. Alok Vajpeyi, Chairperson Mrs. Sangeeta Pendurkar, Member Mr. Nicholas Cator, Member

During the year i.e. from April 1, 2023 to March 31, 2024, Stakeholders Relationship Committee met once on February 13, 2024.

The Board of Directors had constituted Risk Management Committee comprising of three Directors and one Member as below:

Sr. No.

Name of the Directors

Mrs. Sangeeta Pendurkar, Chairperson Mr. Arjun Anand, Member Mr. Rajeev Samant, Member Mr. Chaitanya Rathi, Member*

The Board of Directors at the meeting held on August 9, 2023 re-constituted Risk Management Committee comprising of three Directors and one Member with effect from October 1, 2023 as below:

Sr. No.

Name of the Directors

Mrs. Sangeeta Pendurkar, Chairperson Mr. Rajeev Samant, Member Mr. Arjun Anand, Member Mr. Karan Vasani, Member

The Board of Directors at the meeting held on February 13, 2024 re-constituted Risk Management Committee comprising of three Directors and one Member as below:

Sr. No.

Name of the Directors

Mrs. Sangeeta Pendurkar, Chairperson Mr. Riyaaz Amlani, Member Mr. Nicholas Cator, Member Mr. Karan Vasani, Member

During the year i.e. from April 01, 2023 to March 31, 2024 Risk Management Committee met four times on May 3, 2023; August 9, 2023; November 9, 2023 and February 13, 2024.

(v) Corporate Social Responsibility (CSR)

In terms of Section 135 of the Companies Act, 2013 the Board of Directors had constituted Corporate Social Responsibility Committee comprising of 3 Directors as below:

Sr. No.

Name of the Directors

Mr. Rajeev Samant, Chairperson Mr. Chetan Desai, Member Mrs. Sangeeta Pendurkar, Member

The Board of Directors at the meeting held on February 13, 2024 re-constituted Corporate

Social Responsibility Committee comprising of 4 Directors as below:

Sr. No.

Name of the Directors

Mr. Rajeev Samant, Chairperson Mr. Chetan Desai, Member Mrs. Sangeeta Pendurkar, Member Mr. Riyaaz Amlani, Member

During the year i.e. from April 01, 2023 to March 2024, Corporate Social Responsibility Committee met once on May 3, 2023.

13. Share Capital

Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2024, is H 20,20,60,000 (Rupees Twenty Crores Twenty Lakhs Sixty Thousand Only) divided into H 10,10,30,000 (Rupees Ten Crores Ten Lakhs Thirty Thousand only) equity shares having face value of H 2/-(Rupees Two) each.

Paid up and Subscribed Share Capital

The paid up and subscribed share capital of the Company as on March 31, 2024 is H 16,87,99,258 (Rupees Sixteen Crores Eighty-Seven Lakhs Ninety Nine Thousand and Two Hundred Fifty Eight Only) comprising of 8,43,99,629 (Eight Crores Forty Three Lakhs Ninety Nine Thousand and Six Hundred Twenty Nine only) equity shares having face value of H 2/- (Rupees Two) each.

Issue and Allotment of Equity Shares

I. Sula Vineyards Employees Stock Option Scheme 2020*

The Company has allocated equity shares in multiple

tranrhoc ac HotailoH holr\\A/*

Date	Number of Equity Shares Allotted
June 22, 2023	16,665
August 9, 2023	16,670

* The entire pool under the said scheme being exhausted, the said scheme is considered extinguished.

II. Sula Vineyards Employees Stock Option Scheme 2021

The Company has allocated equity shares in multiple tranches, as detailed below:

Date	Number of Equity Shares Allotted
April 13, 2023	19,271
April 28, 2023	6,250
May 24, 2023	9,550
June 22, 2023	68,375
August 9, 2023	5,050

III. Sula Vineyards Employees Stock Option Scheme 2023

In December 2023, the Company introduced the Sula Employee Stock Options Scheme 2023, comprising of 6,85,000 options convertible into equity shares with a face value of H 2 each. Each option is priced at H 470. Shareholder approval for this scheme, including the provision to grant stock options to subsidiary

company employees, was obtained via postal ballot on December 18, 2023.

The Company approved the grant of 6,05,000 stock options to eligible employees in accordance with the terms and conditions outlined in the Sula Employee Stock Option Scheme 2023 (ESOS 2023).

14. 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 statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - I to this Report.

15. Auditors Statutory Auditors

M/s Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration No. 001076N/ N500013), have been appointed as Statutory Auditors of the Company at the 19^th Annual General Meeting held on May 27, 2022, for a period of 5 years from conclusion of 19^th Annual General Meeting till the conclusion of the Annual 24, General Meeting of the Company to be held in the year 2027 at such remuneration as may be decided by the Board of Directors of the Company. Pursuant to the amendments of Section 139 of the Companies Act, 2013 by the Companies Amendment Act, 2017 notified on May 7, 2018, the requirement of ratification of their appointment by the Members has been withdrawn.

The Report given by the Statutory Auditors on the financial statements of the Company is part of this Integrated Annual Report. There has been no 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.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sunil Agarwal & Co., a firm of Company Secretaries in Practice, to undertake the secretarial Audit of the Company for FY24.The Report of the Secretarial Audit is annexed herewith as Annexure- II. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.The Board, at its meeting held on May 8, 2023, has re-appointed M/s.

Sunil Agarwal & Co., as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY25.

Details of adequacy of internal financial controls

The Company has established a robust system of internal controls to ensure that assets are safeguarded, and transactions are appropriately authorised, recorded and reported. The framework within the Company ensures the orderly and efficient conduct of business, which includes adherence to policies, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The internal financial control framework is commensurate with the size and operations of the Company''s business. The controls have been documented, digitized, and embedded in the business process. Assurance on the effectiveness is obtained through management reviews, controls self-assessment and periodic reporting of the in- house team that evaluates and provides assurance of its adequacy and effectiveness. The controls are also tested by the internal and statutory auditors during their audits. The Statutory Auditors of the Company have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting (as defined under section 143 of the Companies Act, 2013).

Internal Control evaluates adequacy of segregation of duties, transparency in authorization of transactions, adequacy of records and documents, accountability & safeguarding of assets and reliability of the management information system. The systems, SOPs and controls are reviewed and audited by Internal Auditors, M/s. Ernst & Young LLP, periodically for identification of control deficiencies and opportunities, whose findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.

Management team has assessed the effectiveness of the Company''s internal control over financial reporting as at March 31, 2024 and believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

16. Directors'' Responsibility Statement

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, Directors of your Company confirm that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors 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 Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) the annual accounts have been prepared 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 are 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.

17. Business Responsibility and Sustainability Report

The Securities and Exchange Board of India (''SEBI''), in May 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (''BRSR''). BRSR is a notable departure from the existing Business Responsibility Report (''BRR'') and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY23 onwards.

BRSR report is attached as Annexure - VI.

18. Subsidiaries/ Joint Venture/ Associate Companies:

The Company had 1 (one) wholly owned subsidiary as on March 31, 2024. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act").

A statement in Form AOC-1 as required under Section 129 (3) of the Companies Act, 2013 containing salient features of the financial statements of the subsidiary companies is forming part of this Annual Report in Annexure - III.

19. Issue of employee stock options

Your Company regards employee stock options as instruments that would enable the employees to share the value they create for the Company in the years to come. Accordingly, in terms of the provisions of applicable laws and pursuant to the approval of the Board and the members of the Company, the Nomination and Remuneration Committee ("NRC") has duly implemented the:

a) Sula Vineyards Employees Stock Option Scheme 2020¹

b) Sula Vineyards Employees Stock Option Scheme 2021

c) Sula Employees Stock Option Scheme 2023

* The entire pool under the said scheme being exhausted, the said scheme is considered extinguished.

Scheme 2021 and Scheme 2023 are governed by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") and in terms of the approvals granted by the shareholders of the Company, the NRC inter alia administers, implements and monitors the aforesaid schemes.

In terms of the provisions of Regulation 14 and Part F of Schedule I of the SEBI SBEB & SE Regulations, details of the aforesaid schemes can be accessed at: https:// sulavineyards.com/files/0523/ESOP%20Details.pdf

A certificate from the Secretarial Auditor of the Company, confirming that the aforesaid schemes have been implemented in accordance with the SEBI SBEB & SE Regulations, will be open for inspection at the 21^st Annual General Meeting

20. Vigil Mechanism

Your Company has established Vigil Mechanism (Whistleblower policy) in accordance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 to report instances of unethical behavior, actual or suspected fraud or violation of the code of conduct or any policy of the Company. The Vigil Mechanism Policy has been uploaded on the website of the Company at: https:// sulavineyards.com/files/11 23/Vigil%20Mechanism%20 and%20Whistleblower%20Policy.pdf

The mechanism adopted by the Company encourages the Whistle blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower to those who avail such mechanism and also provides for direct access to the Chairman of the Audit Committee, in exceptional cases.

21. Risk Management

Sula Vineyard''s business is exposed to a variety of risks which are inherent to alco beverage manufacturing companies in India. We believe that risk management starts with the right conversations to drive better business decisions, protect our assets, supports a growing, resilient, and sustainable business. Our focus is to identify and embed mitigation actions for material risks that could impact our current or future performance, and/or our reputation. Our approach is holistic and integrated, bringing together risk management, internal controls, and business integrity, ensuring that our activities across this agenda focus on the risks that could have the greatest impact.

A robust governance structure has been developed across the organization. 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. To enhance this focus, Board of Directors has constituted a Committee of the Board called the

Risk Management Committee to frame, implement and monitor risk management plan.

Focus for the future: The Risk Management Committee and Board shall consider the entity level principal risks and review the Company''s risk appetite, setting the level of risk tolerance we have for risks that could impact delivery of our strategic objectives and develop appropriate responsive action and mitigation strategies to limit the impact on risk tolerance.

Our risk management objectives are:

	â¢ To Minimize undesirable outcomes arising out of potential risks. â¢ To align and integrate views of risk across the enterprise.	â¢ To safeguard the Company''s and its subsidiaries'' property & interest of all stakeholders.
	â¢ To implement a process to identify potential/emerging risks. â¢ To implement appropriate risk management initiatives, controls, incident monitoring, reviews and continuous improvement initiatives	â¢ To protect and enhance the corporate governance. â¢ To manage risks within a framework & consistently achieve desired outcomes

Our process:

Conscious that no entrepreneurial activity can be undertaken without assumption of risks and associated profit opportunities, the Company operates on a risk management process /framework aimed at minimization of identifiable risks after evaluation to enable management to take informed decisions.

â¢ Risk Identification: Management identifies areas that may positively or negatively affect the Company''s ability to implement its strategy and achieve its objectives and performance goals.

â¢ All aspects of internal risk such as Strategic Risk, Business Risk, Finance Risk, Environment Risk, Personnel Risk, Operational Risk, Reputation Risk, Regulatory Risk, Technology Risk and Information and Cyber Security Risk and external risk such as Sectoral Risk, Sustainability Risk and Political Risk are covered as part of the Risk Management Committee meeting. ¹

â¢ Risk Scoring: An analysis of all internal processes and support functions is done to determine the likelihood and impact of risk elements.

â¢ Risk Categorisation: The identified risks are further grouped in to (a)Controlled; (b)Serious; (c)Disruptive; (d)Severe and (e)Critical.

â¢ Risk Mitigation: Management is developing appropriate responsive action on review of various alternatives, costs and benefits, with a view to manage identified risks and limit the impact to tolerance level. Risk mitigation plan drives policy development as regards risk ownership, control environment timelines, standard operating procedure, etc.

â¢ Risk Monitoring & Reporting: It is designed to assess on an ongoing basis, the functioning of risk management components and the quality of performance over time. Staff members are encouraged to carry out self-assessments throughout the year. Periodically, key risks are reported to the Board or risk management committee with causes and mitigation actions undertaken/ proposed to be undertaken.

CONTINOUS	IDENTIFY
IMPROVEMENT	Deep dive to
Review framework	identify top risks
MONITOR &	ASSESS
REPORT	Understanding the
Insightful reporting	likelihood & impact
MITIGATE
Develop & embed mitigation actions
The Risk Assessment and Management Policy has been uploaded on the website of the Company at: https:// sulavineyards.com/files/0823/Risk%20Assessment %20
and%20Management%20Policy.pdf

22. Nomination and Remuneration Policy

This Nomination and Remuneration Policy (the "Policy")

has been formulated by the Company in compliance with

Section 178 of the Companies Act, 2013.

The broad objectives of the Nomination and

Remuneration policy are:

i. to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

ii. evaluate the performance of Board, its committees and individual Directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance and provide necessary report to the Board for further evaluation of the Board;

iii. to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The guiding principles of the policy are to ensure that:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management of the quality required to run the Company successfully.

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between

fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee formulates the criteria for appointment as a Director, Key Managerial Personnel and Senior Management, identifies persons who are qualified to be Directors and nominates candidates for Directorships subject to the approval of Board, evaluates the performance of the individual directors, recommends to the Board, remuneration to Managing Director / Whole- time Directors, ensures that the remuneration to Key Managerial Personnel, Senior Management and other employees is based on Company''s overall philosophy and guidelines and is based on industry standards, linked to performance of the self and the Company and is a balance of fixed pay and variable pay and recommends to the Board, sitting fees/ commission to the Non-Executive Directors.

The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and senior management is available on the website of the Company at: https://sulavineyards.com/files/0423/Nomination%20 and%20Remuneration%20Policy.pdf

23. Particulars of Deposits

The Company has not accepted any deposit (under Rule 2[c] of the Companies [Acceptance of Deposits] Rules, 2014) within the meaning of Sections 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) for the time being in force).

24. Loans, Guarantees and investments.

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the SEBI Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

25. Explanation to Remarks: In the Statutory Auditors'' Report

(a) The statutory audit report for the year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer made by Statutory Auditors; and

(b) The secretarial audit report for the year 2023-24 does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor appointed by the Company.

26. Maintenance of Cost Records

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.

27. Corporate Social Responsibility (CSR)

Your Company believes in being socially accountable to all its stakeholders and enhancing its positive impact on Society. Details of CSR activities undertaken during the year are annexed to this report as Annexure - IV in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at: https://sulavinevards.com/ files/0423/Corporate%20Social%20Responsibilit.v.prtf

28. Related Party Transactions

During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions, which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. During the year under review there were no material related party contracts entered into by the Company requiring shareholders'' approval.

Accordingly, the disclosure of related party transactions as required under Section 134 (3) (h) of the Act in Form AOC-2 is not applicable to the Company for FY 24 and hence does not form part of this report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Integrated Report & Annual Accounts 2023-24.

29. Dematerialization of Shares

The Company encourages its member to hold shares in electronic form and the Company has established connectivity with depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. 99.64 % of the Company''s paid-up Equity Share Capital is in dematerialized form as on March 31, 2024. The Company''s Registrars are Kfin Technologies Limited having its office at Selenium, Tower B, Plot No - 31 and 32, Financial District, Nanakramguda, Hyderabad, Rangareedi 500 032 Telangana, India.

30. Details of significant and material orders passed by the regulators or courts

Apart from the one below mentioned order there are no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status and Company''s operations in future.

The Minister of State Excise has passed an order in the Blending Matter, allowing the revision filed by our Company. Consequently, the demand notice dated February 17, 2018, totaling H 115,89,44,793, issued by the Collector (State Excise Duty Department), Nashik, and the order dated August 26, 2019 passed by the Commissioner of State Excise, Maharashtra, have been set aside.

31. Disclosure as per the Sexual Harassment of Women at Workplace (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 and the Rules made thereunder.

The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the Company did not receive any sexual harassment complaints.

32. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"), your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the Stakeholders of the Company. The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend payout.

The policy is available on the website of the Company at: https://sulavineyards.com/files/0823/Dividend%20

Distribution%20Policy.pdf

33. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a) Conservation of energy

(i)	the steps taken	The company''s commitment to reducing its environmental footprint was recognized
	or impact on	with a prestigious Gold-level certification from the International Wineries for Climate
	conservation of	Action (IWCA). The solar energy accounts to 59% of energy requirements of our
	energy	wineries and we aim to achieve 70% solar energy contribution in FY25. In FY24 we reduced water usage per case by 8% and power usage by 9% The company is aiming to increase its total electric vehicle fleet from 33% to 40% in FY25, with long-term vision of achieving 100% electric fleet by 2030
(ii)	the steps taken by	â¢ Installation of Alternate source to conserve energy as below:
	the company for utilizing alternate sources of energy	â¢ Heat pump for water heating and utilising is by product i.e. cool air in offices. â¢ Electrical vehicle. â¢ Electrical induction instead of LPG burner â¢ Solar Roof top PV System â¢ Solar water Pumping system â¢ Solar Water heating system â¢ Biogas Plant, â¢ Rainwater harvesting,
(iii)	the capital investment on energy conservation equipment''s	H 5.59 crores
Technology absorption
(i)	The efforts made towards technology a. Fully integrated counter pressure filler bottling line
	absorption:	installed at Karnataka
		b. Additional solar installations of 1,275 kw
(ii)	the benefits derived like product improvement, a. Bottling line: The enhanced automation will ensure cost reduction, product development or import smooth and consistent operations.
	substitution:	b. Additional solar: CO2 emissions reduced by
		1800MT and solar contributes to 59% of our
		energy requirements.
(iii)	in case of imported technology (imported during -the last three years reckoned from the beginning
	of the financial year)-
	(a) the details of technology imported -
	(b) the year of import;	-
	(C) I whether the technology been fully -
	absorbed
	(d) if not fully absorbed, areas where absorption -
	has not taken place, and the reasons thereof
(iv)	the expenditure incurred on Research and -
	Development
Foreign exchange earnings and Outgo (H in crores)
Foreign exchange		Year ended Year ended March 31, 2024 March 31, 2023
(i)	Earnings	7.33 8.63
(ii)	Outgo	14.70 18.45

34. Secretarial Standards

The Company has generally complied with all the applicable provisions of Secretarial Standard on Meetings of Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2), respectively issued by Institute of Company Secretaries of India.

35. Other Disclosures

a. There are no proceedings made or pending under the Insolvency and Bankruptcy Code, 2016 and there are no instances of one-time settlement with any Bank or Financial Institution, during the year under review.

b. Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

36. Acknowledgements

The Board places on record its deep appreciation to all employees for their hard work, dedication and commitment. The enthusiasm and unstinting efforts of the employees have enabled the Company to remain an industry leader.

The Board places on record its appreciation for the support and co-operation the Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. The Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be our endeavor to build and nurture strong links with the trade based on mutual benefits, respect for and co-operation with each other, consistent with consumer interests.

The Board also take this opportunity to thank all Shareholders, Business Partners, Government and Regulatory Authorities and Stock Exchanges, for their continued support.

For and on behalf of the Board

Rajeev Samant Chetan Desai

Place: Mumbai Managing Director and CEO Chairperson and Independent Director

Date: May 8, 2024 DIN: 00020675 DIN: 03595319

Root Cause Analysis: Root cause analysis enables tracing the reasons / drivers for existence of a risk element and helps developing appropriate mitigation action.

Mar 31, 2023

Your Board of Directors ("Board") present the Twentieth (20th) Annual Report of Sula Vineyards Limited ("the Company") together with the Audited Financial Statements of the Company, for the Financial Year ended March 31, 2023.

1. Key Financial Highlights (Standalone and Consolidated)

The Company''s financial performance, for the year ended March 31, 2023 is summarized below:

(INR millions)
Particulars	Consolidated		Standalone
	2022-23	2021-22	2022-23	2021-22
Gross Income	5,567.25	4,567.00	5,354.33	4,239.98
Earnings Before Interest, Depreciation, Tax and Amortization (EBITDA)	1,609.49	1,160.71	1,615.46	1,099.94
Finance Charges	210.84	229.23	194.43	213.25
Provision for Depreciation	258.87	236.11	238.43	224.14
Net Profit / (Loss)Before Tax	1,139.78	695.37	1,182.60	662.55
Provision for Tax	299.44	173.98	299.45	173.98
Other Comprehensive Loss (net of tax)	8.06	(1.47)	7.17	(0.64)
Total Comprehensive Income/(Loss)	848.40	519.92	890.32	487.93
Balance of Profit brought forward	1,529.82	1,204.60	1,726.45	1,433.01
Balance available for appropriation	848.40	519.92	890.32	487.93
Dividend paid on Equity Shares	(454.13)	(194.49)	(454.13)	(194.49)
Currency translation difference	(0.06)	-	-	-
Other comprehensive loss reclassified	-	(0.21)	-	-
Surplus carried to Balance Sheet	1,924.03	1,529.82	2,162.64	1,726.45

2. Business Performance & State of Company Affairs

Key Highlights

FY23 was a landmark year for Sula. We finished the year with the highest EBITDA and EBITDA margin ever, and significantly improved our cash flow.

We achieved a major milestone during the year by going public thus becoming India''s only listed wine company. Keeping with our management philosophy, most of our employees received stock options, thus becoming shareholders during the IPO. We have been certified as a ''Great Place to Work'' for the second consecutive year, earning a place among India''s Top 100 companies. We are committed to creating a positive and supportive work environment that values and cares for our employees.

Entering FY24, the demand for our wines has never been stronger, as more and more Indians move to wine as their preferred alcobev, and Sula is the clear #1 consumers'' choice.

Financial Overview

Net Revenues grew by 21.9% to INR 5,567 million in FY23 from INR 4,567 million in FY22, with revenue from our Own Brands jumping 26.2%. EBITDA increased by 38.6% to INR 1,609 million from INR 1,161 million last year with the EBITDA margin increasing to 29.1% from 25.6% last year.

Sales

In FY23, we achieved a significant milestone by crossing 1 million cases produced and sold of our Own Brands. Our focus was on premiumization and increasing the contribution of our Own Brands to total sales and we successfully achieved the same. While we consolidated our leadership position in retail sales, we also witnessed a strong bounce-back in the institutional business.

We continued to pare down our imports portfolio by discontinuing more brands that did not align with our long-term business and profitability goals.

Production and Harvest

Our new 2.2 million litre cellar facility at Domaine Dindori was up and running in time to receive the record grape tonnage of over 14,000 tonnes of which almost 10,000 tonnes were wine grapes.

With a third consecutive excellent harvest, both in terms of quantity as well as quality, we are in a great position to meet the expected increase in demand for our wines in FY24. In addition, to cater to the projected future demand, our growers planted over 500 acres of new wine grape vineyards in Maharashtra and Karnataka in 2022.

Wine Tourism

Our wine tourism business plays a central role in raising awareness and increasing wine consumption in India. This business continues to attract more wine lovers and enthusiasts from across the country and generates brand loyalty for Sula.

Our all-time high room occupancy, on-site wine revenues, and higher AARs have collectively contributed to a 30% increase in our FY23 revenue. In FY23, we also conducted 50% more tastings at our campus, totaling over 0.13 million. We added 10 new keys to our resort taking the total keys to 76.

Marketing

We significantly expanded our brands'' digital reach in FY23 primarily through social media platforms such as Facebook, Instagram, and LinkedIn. We also significantly increased our regional language content on YouTube, in order to reach a wider audience.

In-person tastings, which have crossed 0.17 million this year across the country and at our vineyards, have been a key pillar in the wine industry''s expansion. We have significantly increased our participation in important events including nonwine events such as India Art Fair and The Lil Flea.

Sustainability

Sustainability continues to be one of the key arrow of our company.

In FY23, we received the IWCA (International Wineries for Climate Action) Silver membership and will continue to focus on improving water conservation, enhanced packaging, and ecofriendly winemaking practices to reduce our carbon footprint even further and move towards our 2050 Net-Zero goal.

We installed almost 400 kW of solar panels across our facilities, taking our total to over 2,600 kW. We significantly reduced both energy and water consumption per case by installing dozens of heat pumps and implementing other measures.

As climate change and global warming become more glaring issues with each passing year, we aim to always be in the forefront of fighting the good fight with important sustainability initiatives.

3. Reserves

There is no amount proposed to be transferred to the Reserves.

4. Initial Public Offering

During the year under review, your Company made an Initial Public Offer (IPO) through an offer for sale of 26,900,530 equity shares of face value of INR 2 each of the Company for cash at a price of INR 357 per equity share aggregating to INR 9,603.5 million by the selling shareholders. The issue opened on December 12, 2022 and closed on December 14, 2022. The Company successfully completed the IPO process and the equity shares of the Company were listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") on December 22, 2022.

5. Dividend

The Board of Directors at its meeting held on August 23, 2022, declared an interim dividend of INR

1.05/- per equity share of face value of INR 2/- each aggregating to INR 85,680,918.75 (Rupees Eighty Five Million Six Hundred Eighty Thousand Nine Hundred Eighteen and Seventy Five Paise only). The interim dividend was paid to the shareholders holding shares as on Tuesday, August 23, 2022. The Board of Directors at its meeting held on November 23, 2022, declared an interim dividend of INR 2.05/- per equity share of face value of INR 2/- each aggregating to INR 172,607,433.40 (Rupees One Hundred Seventy Two Million Six Hundred Seven Thousand Four Hundred Thirty Three and Forty Paise only). The interim dividend was paid to the shareholders holding shares as on Wednesday, November 23, 2022.

The Board recommends to declare a final dividend of INR 5.25/- per equity share of face value INR 2/-each for FY22-23 aggregating to INR 442,487,424.75 (Rupees Four Hundred Forty Two Million Four Hundred Eighty Seven Thousand Four Hundred Twenty Four and Seventy-Five Paise only) out of the profits of financial year 2022-23 to the equity shareholders of the Company whose names appear in the Registrar of Members of the Company on May 15, 2023.

6. Management Discussion and Analysis

7. Material changes and commitments if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;

I. Conversion of warrants into equity shares

a. Your Company has converted 2,766,959 warrants of Mr. Rajeev Samant, Managing Director and CEO of the Company into 2,766,959 equity shares having face value of INR 2 each.

b. Your Company has converted 225,825 warrants of Mr. Alok Vajpeyi, Independent Director of the Company into 225,825 equity shares having face value of INR 2 each.

c. Your Company has converted 10,000 warrants of Mr. Nirjay Singh into 10,000 equity shares having face value of INR 2 each.

II. Sula International Limited (Company Registration Number 12053984), wholly owned subsidiary of the Company was struck off on April 19, 2022, and dissolved with effect from April 26, 2022.

III. Your company listed its equity shares on National Stock Exchange of India Limited and BSE Limited on December 22, 2022.

IV. Other than as disclosed in the financial statements, the directors are not aware of any other matters or circumstances that have arisen since the end of the financial year which have significantly affected or may significantly affect the operations of the Company, the results of those operations and the state of affairs of the Company in subsequent years.

8. Extract of Annual Return

The Annual Return of the Company as on March 31, 2023 in Form MGT-7 in accordance with Section 92(3) and Section 134 (3) (a) of the Companies

Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company''s website at https://sulavinevards.com/ investor-relations.php#AnnualReturn.

9. Directors and Key Managerial Personnel

During the year under review, there was no change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act read with provisions contained in the Articles of Association of the Company, Mr. Roberto Italia will retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offer himself for re-appointment. The Board has recommended his re-appointment.

Appointments and resignations

a. Appointments

The Board at its meeting held on February 09, 2023, based on the recommendation of Nomination and Remuneration Committee approved the re-appointment of Mr. Rajeev Samant (DIN: 00020675) as Managing Director and CEO of the Company for a period of 3 years w.e.f. April 01, 2023 subject to shareholder''s approval which was approved by shareholders through Postal Ballot on March 25, 2023.

The Board at its meeting held on April 19, 2023, based on the recommendation of Nomination and Remuneration Committee approved the appointment of Mr. Riyaaz Amlani (DIN: 00261209) as an Additional Independent Director of the Company for a period of 3 years w.e.f. April 19, 2023 subject to shareholder''s approval.

b. Resignations

Mr. Bittu Varghese resigned from the position of Chief Financial Officer of the Company and Whole-time Director & Chief Financial Officer of Artisan Spirits Private Limited with effect from close of business hours of June 09, 2023.

Director(s) Disclosure

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.

Independent Directors'' Declaration

The Company has received the necessary declaration from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(b) and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulations 16(1)(b) of the SEBI Listing Regulations. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the ''''Indian Institute of Corporate Affairs'''' at Manesar, for inclusion of name in the data bank of Independent Directors.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year:

With regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the Financial year 202223, the Board of Directors have taken on record the declarations and confirmations submitted by the Independent Directors and is of the opinion that the Independent Director is a person of integrity and possesses relevant expertise and experience and his continued association as Director will be of immense benefit and in the best interest of the Company.

Regarding proficiency of the Independent Directors, ascertained from the online proficiency self-assessment test conducted by the institute, as notified under sub-section (1) of section 150 of the Act, the Board of Directors have taken on record the information submitted by Independent Director that he/she has complied with the applicable laws.

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. Rajeev Samant, Managing Director and CEO

(ii) Mr. Chaitanya Rathi, Chief Operating Officer

(iii) Mr. Bittu Varghese, Chief Financial Officer

(iv) Ms. Ruchi Sathe, Company Secretary and Compliance Officer

10. Board of Directors:

a. Composition of the Board

The composition of the Board is in conformity with Regulation 17 of the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 which, inter alia, stipulates that the Board should have an optimum combination of Executive and Non-Executive directors.

b. Meetings of the Board

The Board of Directors duly met 7 times during the financial year from April 01, 2022 to March 31, 2023. The dates on which the meetings were held are May 19, 2022; July 15, 2022; August 23, 2022; November 23, 2022; December 05, 2022; December 15, 2022 and February 09, 2023.

11. Familiarization Programme for Independent Directors

As a practice, all new Directors (including Independent Directors) inducted to the Board are given a formal orientation. The Directors are usually encouraged to visit the manufacturing facility and resorts of the Company and interact with members of Senior Management as part of the induction programme. The Senior Management make presentations giving an overview of the Company''s strategy, operations, products, markets, group structure and subsidiaries, Board constitution and guidelines, matters reserved for the Board and the major risks and risk management strategy. This enables the Directors to get a deep understanding of the Company, its people, values and culture and facilitates their active participation in overseeing the performance of the Management.

As stated in the Board''s Report, the details of orientation given to our existing Independent Directors are available on our website at https:// sulavinevards.com/files/0423/Familiarisation%20 Programme%20ior%20iDdependent%20Djrector% pdf

Further, based on the confirmations/ disclosures received from the Non-Executive Independent Director in terms of Regulation 25(9) of the Listing Regulations, the Board of Directors is of the opinion that the Non-Executive Independent Directors fulfil the criteria or conditions specified under the Act and under the Listing Regulations and are independent of the management.

12. Evaluation

The evaluation of all the directors, committees, Chairperson of the Board, and the Board as a whole, was conducted based on the criteria and framework adopted by the Committee.

The Board sought the feedback of Directors on various parameters including:

i. Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring

corporate governance practices, participation in the long-term strategic planning, etc.);

ii. Structure, composition and role clarity of the Board and Committees;

iii. Extent of co-ordination and cohesiveness between the Board and its Committees;

iv. Effectiveness of the deliberations and process management;

v. Board/Committee culture and dynamics; and

vi. Quality of relationship between Board Members and the Management.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of the Independent Directors, the performance of the Non-Independent Directors, the Board as a whole and Chairperson of the Company were evaluated taking into account the views of Executive Directors and other NonExecutive Directors.

The NRC reviewed the performance of the individual directors and the Board as a whole.

In the Board meeting that followed the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its committees, and individual Directors were discussed.

13. Committees of the Board of Directors

i. Audit Committee:

In terms of Section 177 of the Companies Act, 2013, the Board of Directors has constituted an Audit Committee comprising of 3 Directors as below.

Sr. No.	Name of the Directors
1.	Mr. Chetan Desai, Chairperson
2.	Mr. Alok Vajpeyi, Member
3.	Mr. Arjun Anand, Member

All the recommendations of the Audit Committee were accepted by the Board.

During the year i.e. from April 01, 2022 to March 31, 2023, Audit committee met 4 times on May 12, 2022; August 23, 2022; November 23, 2022 and February 09, 2023.

The Board of Directors at the meeting held on April 19, 2023 re-constituted Nomination & Remuneration Committee comprising of 5 Directors as below

ii. Nomination and Remuneration Committee:

In terms of Section 178 of the Companies Act, 2013, the Board of Directors had constituted Nomination & Remuneration Committee comprising of 3 Directors as below:

Sr. No.	Name of the Directors
1.	Mr. Alok Vajpeyi, Chairperson
2.	Mrs. Sangeeta Pendurkar, Member
3.	Mr. Arjun Anand, Member

Sr. No.	Name of the Directors
1.	Mr. Alok Vajpeyi, Chairperson
2.	Mrs. Sangeeta Pendurkar, Member
3.	Mr. Arjun Anand, Member
4.	Mr. Chetan Desai, Member
5.	Mr. Riyaaz Amlani, Member

During the year i.e. from April 01, 2022 to March 31, 2023, Nomination and Remuneration committee met 3 times on May 19, 2022; December 05, 2022 and February 09, 2023.

iii. Stakeholders'' Relationship Committee:

The Board of Directors has constituted Stakeholders'' Relationship Committee comprising of 3 Directors as below:

Sr. No.	Name of the Directors
1.	Mr. Alok Vajpeyi, Chairperson
2.	Mr. Arjun Anand, Member

During the year i.e. from April 01, 2022 to March 31, 2023, Stakeholders Relationship committee met once on February 09, 2023.

iv. Risk Management Committee:

The Board of Directors has constituted Risk Management Committee comprising of 03 Directors and one Member as below:

Sr. No.	Name of the Directors
1.	Mrs. Sangeeta Pendurkar,
	Chairperson
2.	Mr. Arjun Anand, Member
3.	Mr. Rajeev Samant, Member
4.	Mr. Chaitanya Rathi, Member

During the year i.e. from April 01, 2022 to March 31, 2023, Risk Management committee met once on December 05, 2022.

v. Corporate Social Responsibility (CSR)

In terms of Section 135 of the Companies Act, 2013 the Board of Directors had constituted Corporate Social Responsibility Committee comprising of 3 Directors as below:

Sr. No.	Name of the Directors
1.	Mr. Rajeev Samant, Chairperson
2.	Mr. Chetan Desai, Member
3.	Mrs. Sangeeta Pendurkar, Member

During the year i.e. from April 01, 2022 to March 31, 2023, Corporate Social Responsibility committee met twice on May 19, 2022 and February 9, 2023.

vi. IPO Committee:

The Board of Directors had constituted IPO Committee comprising of four Directors as below:

Sr. No.	Name of the Directors
1.	Mr. Alok Vajpeyi, Chairperson
2.	Mr. Chetan Desai, Member
3.	Mr. Arjun Anand, Member
4.	Mr. Rajeev Samant, Member

During the year i.e. from April 01, 2022 to March 31, 2023, IPO committee met 4 times on May 19, 2022; August 23, 2022; November 23, 2022 and December 05, 2022.

Pursuant to the listing of the equity shares of the Company on NSE and BSE on December 22, 2022, the IPO Committee was dissolved by the Board at its meeting held on February 09, 2023.

14. Share Capital

Authorized Share Capital

The Authorized Share Capital of the Company as on March 31, 2023, is INR 202,060,000 (Rupees Two Hundred Two Million and Sixty Thousand Only) divided into INR 101,030,000 (Rupees One Hundred One Million and Thirty Thousand only) equity shares having face value of INR 2/- (Rupees Two) each.

Paid up and subscribed share capital

The paid up and subscribed share capital of the Company as on 31st March, 2023 is INR 168,515,596 (Rupees One Hundred Sixty Eight Million Five Hundred Fifteen Thousand Five Hundred Ninety Six Only) comprising of 84,257,798 (Eighty Four Million Two Hundred Fifty Seven and Seven Hundred Ninety Eight only) equity shares having face value of INR 2/- (Rupees Two) each.

Issue and Allotment of Equity Shares

I. During the year under review your company has converted 2,766,959 warrants of Mr. Rajeev Samant, Managing Director and CEO of the Company into 2,766,959 equity shares having face value of INR 2 each.

Your Company has converted 225,825 warrants of Mr. Alok Vajpeyi, Independent Director of the Company into 225,825 equity shares having face value of INR 2 each.

Your Company has converted 10,000 warrants of Mr. Nirjay Singh into 10,000 equity shares having face value of INR 2 each.

II. Sula Vineyards Employees Stock Option Scheme 2018 (2)

During the year under review, your Company has allotted 50,000 equity shares to Mr. Sanjeev Paithankar on exercise of stock options. Since all the stock options available under the scheme are exercised, hence the said scheme stands ceased.

III. Sula Vineyards Employees Stock Option Scheme 2019

During the year under review, your Company has allotted 772,180 equity shares to Mr. Chaitanya Rathi and 150,000 equity shares to Mr. Bittu Varghese on exercise of stock options. Since all the stock options available under the scheme are exercised, hence the said scheme stands ceased.

IV. Sula Vineyards Employees Stock Option Scheme 2020

During the year under review, your Company granted 16,670 stock options and allotted 16,665 equity shares on exercise of stock options to Mr. Neeraj Sharma.

V. Sula Vineyards Employees Stock Option Scheme 2021

During the year under review, your Company has granted 38,200 stock options and allotted 1,668,078 equity shares on exercise of stock options to eligible employees of the Company.

Your company has allotted 19,271 equity shares on exercise of stock options to eligible employees of the Company as on April 13, 2023

Your company has allotted 6,250 equity shares on exercise of stock options to eligible employees of the Company as on April 28, 2023.

Your Company has allotted 9,550 equty shares on exercise of stock options to eligible employees of the Company as on May 24, 2023.

15. 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.

16. Auditors

Statutory Auditors

M/s Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration No. 001076N/ N500013), have been appointed as Statutory Auditors of the Company at the 19th Annual General Meeting held on May 27, 2022, for a period of 5 years from conclusion of 19th Annual General Meeting till the conclusion of the 24th Annual General Meeting of the Company to be held in the year 2027 at such remuneration as may be decided by the Board of Directors of the Company. Pursuant to the amendments of Section 139 of the Companies Act, 2013 by the Companies Amendment Act, 2017 notified on May 07, 2018, the requirement of ratification of their appointment by the Members has been withdrawn.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. Sunil Agarwal & Co., a firm of Company Secretaries in Practice, to undertake the secretarial Audit of the Company for FY23. The Report of the Secretarial Audit is annexed herewith as Annexure - II. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. The Board, at its meeting held on May 03, 2023, has re-appointed M/s. Sunil Agarwal & Co., as Secretarial Auditor, for conducting Secretarial Audit of the Company for FY24.

17. Details of adequacy of internal financial controls

The internal financial control framework is commensurate with the size and operations of the Company''s business. The controls have been documented, digitized, and embedded in the business process. Assurance on the effectiveness is obtained through management reviews, controls self-assessment and periodic reporting of the inhouse team that evaluates and provides assurance of its adequacy and effectiveness. The controls are also tested by the internal and statutory auditors during their audits. The Statutory Auditors of the Company have audited the financial statements included in this Annual Report and issued their report on internal control over financial reporting (as defined under section 143 of the Companies Act, 2013).

Internal Control evaluates adequacy of segregation of duties, transparency in authorization of transactions, adequacy of records and documents, accountability & safeguarding of assets and reliability of the management information system. The systems, SOPs and controls are reviewed and audited by Internal Auditors, M/s. Deloitte Touche Tohmatsu India LLP., periodically for identification of control deficiencies and opportunities, whose

findings and recommendations are reviewed by the Audit Committee and tracked through till implementation.

Management team has assessed the effectiveness of the Company''s internal control over financial reporting as at March 31,2023 and believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

18. Directors'' Responsibility Statement

Pursuant to Section 134 (3) and 134(5) of the Companies Act, 2013, Directors of your Company confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b. the Directors have 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 Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the annual accounts have been prepared on a going concern basis;

e. the Directors have laid down proper internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and

f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

19. Business Responsibility and Sustainability Report

The Securities and Exchange Board of India (âSEBI''), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (âBRSR''). BRSR is a notable departure from the existing Business Responsibility

Report (âBRR'') and a significant step towards giving platform to the companies to report the initiatives taken by them in areas of environment, social and governance. Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY23 onwards.

BRSR report is attached as Annexure - VI.

20. Subsidiaries/ Joint Venture/ Associate Companies:

The Company has 1 (one) wholly owned subsidiary as on March 31, 2023. There are no associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act").

Sula International Limited (Company Number 12053984), wholly owned subsidiary of the Company was struck off on April 19, 2022, and dissolved with effect from April, 26 2022.

A statement in Form AOC-1 as required under Section 129 (3) of the Companies Act, 2013 containing salient features of the financial statements of the subsidiary companies is forming part of this Annual Report in Annexure - III.

21. Issue of employee stock options

I. Sula Vineyards Employees Stock Option

Scheme 2018 (2)*

II. Sula Vineyards Employees Stock Option

Scheme 2019*

III. Sula Vineyards Employees Stock Option

Scheme 2020

IV. Sula Vineyards Employees Stock Option

Scheme 2021

* Ceased

Scheme 2020 and Scheme 2021 are governed by the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations") and in terms of the approvals granted by the shareholders of the Company, the NRC inter alia administers, implements and monitors the aforesaid schemes.

In terms of the provisions of Regulation 14 and Part F of Schedule I of the SEBI SBEB & SE Regulations, details of the aforesaid schemes can be accessed at https://sulavinevards.com/files/0523/ESOP%20 Details.pdf

22. Vigil Mechanism

Your Company has established Vigil Mechanism (Whistleblower policy) in accordance with the provisions of Section 177(9) & (10) of the Companies Act, 2013 to report instances of unethical behavior, actual or suspected fraud or violation of the code of conduct or any policy of the Company. The Vigil Mechanism Policy has been uploaded on the website of the Company at https://sulavineyards. com/files/042.3/Vigil%20Mechanism%20and%20 Whi.stleblower%20Policy.prtf

23. Risk management

Sula Vineyards acknowledges the inherent risks that come with alcobev manufacturing and agri processing in India, such as escalating raw material costs, increasing competition, changes in regulation,

24. Nomination and Remuneration Policy

This Nomination and Remuneration Policy (the "Policy") has been formulated by the Company in compliance with Section 178 of the Companies Act, 2013.

The broad objectives of the Nomination and Remuneration policy are:

i. to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management;

ii. evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board;

iii. to recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

The guiding principles of the policy are to ensure that:

i. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, KMP and senior management of the quality required to run the Company successfully.

ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks and

iii. Remuneration to Directors, Key Managerial Personnel and Senior Management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

In accordance with the Nomination and Remuneration Policy, the Nomination and Remuneration Committee formulates the criteria for appointment as a Director, Key Managerial Personnel and Senior Management, identifies persons who are qualified to be Directors and nominates candidates for Directorships subject to the approval of Board, evaluates the performance of the individual directors, recommends to the Board, remuneration to Managing Director / Wholetime Directors, ensures that the remuneration to Key Managerial Personnel, Senior Management and other employees is based on Company''s overall philosophy and guidelines and is based on industry standards, linked to performance of the self and the Company and is a balance of fixed pay and variable pay and recommends to the Board, sitting fees/ commission to the Non-Executive Directors.

The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and senior management is available on the website of the Company at https://sulavinevards.com/files/0423/ Nomination%20and%20Remuneration%20Policy. pdf

25. Particulars of Deposits

26. Loans, Guarantees and investments

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as part of the financial statements.

27. Explanation to Remarks: In the Statutory Auditors'' Report

(a) The statutory audit report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by Statutory Auditors; and

(b) The secretarial audit report for the year 2022-23 does not contain any qualification, reservation or adverse remark or disclaimer made by the secretarial auditor appointed by the Company.

28. Maintenance of Cost Records

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.

29. Corporate Social Responsibility (CSR)

Your Company believes in being socially accountable to all its stakeholders and enhancing its positive impact on Society. Details of CSR activities undertaken during the year are annexed to this report as Annexure - IV in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at: https://sulavineyards.com/files/0423/Corporate%20 Social%20Responsibility.pdf

32. Details of significant and material orders passed by the regulators or courts

There have been no significant and material orders passed by the Regulators, Courts or Tribunals which would impact the going concern status and Company''s operations in future.

33. Disclosure as per the Sexual Harassment of Women at Workplace (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 and the Rules made thereunder.

During the year under review, the Company not received any sexual harassment complaints.

34. Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations"),, your Company has formulated a Dividend Distribution Policy, with an objective to provide the dividend distribution framework to the Stakeholders of the Company. The policy sets out various internal and external factors, which shall be considered by the Board in determining the dividend pay-out.

The policy is available on the website of the Company i.e. https://sulavineyards.com/files/0423/ Dividend%20Distribution%20Policy.pdf

30. Related Party Transactions

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the SEBI Listing Regulations. The Policy can be accessed on the Company''s website at https://sulavineyards. com/files/0423/Policy%20on%20Related%20 Partv%20Tran.sactions.prt . During the year under review, all related party transactions entered into by the Company, were approved by the Audit Committee and were at arm''s length and in the ordinary course of business. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. During the year under review there were no material related party contracts entered into by the Company requiring shareholders approval.

Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for FY23 and hence does not form part of this report. Details of related party transactions entered into by the Company, in terms of Ind AS-24 have been disclosed in the notes to the standalone/ consolidated financial statements forming part of this Integrated Report & Annual Accounts 2022-23.

31. Dematerialization of Shares

The Company encourages its member to hold shares in electronic form and the Company has established connectivity with depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. 96.18% of the Company''s paid up Equity Share Capital is in dematerialized form as on March 31, 2023. The Company''s Registrars are Kfin Technologies Limited having its office at Selenium, Tower B, Plot No - 31 and 32, Financial District, Nanakramguda, Hyderabad, Rangareedi 500 032 Telangana, India.

35. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a.	Conservation of energy
	i. the steps taken or impact on conservation of energy	Installation of Alternate source to conserve energy as below: o Heat pump mechanism for heating the water. o Electrical vehicle. o Working on Electrical induction instead of LPG burner o Solar Roof top PV System o Solar water Pumping system o Solar Water heating system o Biogas Plant o Rainwater harvesting
	ii. the steps taken by the company for utilizing alternate sources of energy	Implemented as per above sources
	iii. the capital investment on energy conservation equipment''s	INR 38.68 million in FY22
b.	Technology absorption
	i. the efforts made towards technology absorption		Effort have been undertaken by technical team as per winery requirement and developed system with maximum benefit to conserve the energy
	ii. the benefits derived like product improvement, cost reduction, product development or import substitution		Generated 3.66 million electrical units from Solar roof top system and saved approximately 3,700 MT of Co2
	iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
	(a) the details of technology imported		-
	(b) the year of import;		-
	I whether the technology been fully absorbed		-
	(d) if not fully absorbed, areas where -absorption has not taken place, and the reasons thereof
	iv. the expenditure incurred on Research and Development		-
c.	Foreign exchange earnings and Outgo
	Foreign exchange			Year ended 31.03.2023 (INR in millions)	Year ended 31.03.2022 (INR in millions)
	i. Earnings			86.29	68.38
	ii. Outgo			184.53	69.23

The Secretarial Standards SS-1 and SS-2 issued and notified by the Institute of Company Secretaries of India has been complied with by the Company during the financial year under review.

37. Acknowledgements

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors, and members during the year under review. Your Directors take this opportunity to wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers. The Directors would also like to thank the shareholders for their support and contribution. We look forward to their continued support in future.

Disclaimer: This is 3rd Party content/feed, viewers are requested to use their discretion and conduct proper diligence before investing, GoodReturns does not take any liability on the genuineness and correctness of the information in this article