Directors Report of Sula Vineyards Ltd.

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 ‘The
Source'' and the ‘RASA'' 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
heights—bringing 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 record¬
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 vis¬
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^th
December 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^th
December 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^th
December 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^th
December 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 Non¬
Executive Independent Director, effective close of
business hours on April 4, 2024.

(c) 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.
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 re¬
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.

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 "Indian Institute of
Corporate Affairs" at Manesar, for inclusion of
name in the data bank of Independent Directors.

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

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 (‘NRC'') 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.

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.

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^th
December 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^st
March 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 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 March 31, 2025 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.

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

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

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

• 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 (‘ESOP 2021'')

b) Sula Vineyards Employees Stock Option Scheme
2023 (‘ESOP 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.

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.

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 ¦> 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
* „ 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:

• 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.

• 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.

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

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

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

• 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.

• 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 (‘POSH Act'') and the Rules made thereunder.

The Company has complied with the provisions
relating to the constitution of the Internal Complaints
Committee as per the POSH Act.

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	» The solar energy accounts 66% of energy requirements of Sula » 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% » 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 * Byinstallingamethanegascapturesystemrfor 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 » Battery Energy storage system * Meth ane Gas Ca ptu re system » Solar water pumping system * Solar water heating system » 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 31st March 2025 CNR in crores)	Year ended 3liC March 2024 (INR in crores)
(i) Earnings	5.66	7.33
(il)Outgo	10.24	14.70

39. 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 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

1

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:

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

• 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.

• 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:

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

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

• 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:

• 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.

• 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:

• 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.

• 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

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 makes 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/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
1. 2. 3.	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
1. 2. 3.	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
1. 2. 3.	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
1. 2. 3.	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
1. 2. 3. 4.	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
1. 2. 3. 4.	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
1. 2. 3. 4.	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
1. 2. 3.	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
1. 2. 3. 4.	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:
	• To Minimize undesirable outcomes arising out of potential risks. • To align and integrate views of risk across the enterprise.		• To safeguard the Company''s and its subsidiaries'' property & interest of all stakeholders.
	• To implement a process to identify potential/emerging risks. • To implement appropriate risk management initiatives, controls, incident monitoring, reviews and continuous improvement initiatives		• To protect and enhance the corporate governance. • 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.

• 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.

• 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

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

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

• 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.

• 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

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 on August 9, 2023 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/0823/Policv%20on%20Related%20Partv%20 Transactions.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 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	• Installation of Alternate source to conserve energy as below:
	the company for utilizing alternate sources of energy	• Heat pump for water heating and utilising is by product i.e. cool air in offices. • Electrical vehicle. • Electrical induction instead of LPG burner • Solar Roof top PV System • Solar water Pumping system • Solar Water heating system • Biogas Plant, • 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

1

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

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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

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)

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.

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.

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 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 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 (‘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.

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

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:

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

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 Twentieth Annual General Meeting

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

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

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

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).

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.

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 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.