1. We have audited the accompanying standalone financial
statements of United Spirits Limited ("the Company”), which
comprise the Standalone Balance Sheet as at March 31, 2025,
and the Standalone Statement of Profit and Loss (including
Other Comprehensive Income), the Standalone Statement
of Changes in Equity and the Standalone Statement of Cash
Flows for the year then ended, and notes to the financial
statements, including material accounting policy information
and other explanatory information (hereinafter referred to as
"standalone financial statements”).

2. In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid standalone
financial statements give the information required by the
Companies Act, 2013 ("the Act”) in the manner so required
and give a true and fair view in conformity with the accounting
principles generally accepted in India, of the state of affairs of
the Company as at March 31, 2025, and total comprehensive
income (comprising of profit and other comprehensive income),
changes in equity and its cash flows for the year then ended.

Basis for opinion

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

Emphasis of matter

4. We draw attention to the following matters:

a) Note 40(a) to the standalone financial statements which
explains the uncertainties post completion of the Initial Inquiry,
which identified references to certain Additional Parties and
certain Additional matters, the then MD and CEO, pursuant
to the direction of the Board of Directors, had carried out
an Additional Inquiry that revealed transactions indicating
actual and potential diversion of funds from the Company
and its Indian and overseas subsidiaries to, in most cases,

Indian and overseas entities that appear to be affiliated
or associated with the Company's erstwhile non-executive
Chairman and other potentially improper transactions. Post
the completion of Additional Inquiry certain regulatory notices
and communications were received from Securities Exchange
Board of India, Directorate of Enforcement and Authorised
Dealer banks ('AD') to which the Company has responded.
Subsequently, the Company commenced the rationalisation
process for divestment/ liquidation/ merger of certain
overseas subsidiaries including step down subsidiaries and
completion of the above Rationalisation process is subject to
regulatory approvals in India and overseas. The Company filed
suits for recovery of certain amounts against relevant parties
and individuals identified in the Additional Inquiry including
excess managerial remuneration paid to the former Executive
Director and CFO which have been fully provided for and
recognised as an expense in prior years. The management
is currently unable to estimate the financial impact on the
Company, if any, arising out of potential non compliances with
applicable laws as above.

b) Note 40(d) to the standalone financial statements, which
describes the uncertainty relating to the final outcome of
litigations with a bank ("the bank”) that continues to retain the
pledge of certain assets of the Company and of the Company's
shares held by USL Benefit Trust (of which the Company is the
sole beneficiary) despite the Company prepaying the term loan
to that bank along with the prepayment penalty and further
depositing an additional sum of ' 46 crores demanded by the
bank and as directed by the Hon'ble High Court of Karnataka
(the "Court”). Based on management assessment supported
by external legal opinions, the Company has disclosed the
aforesaid amount of ' 46 crores under Other Non-current
financial assets as recoverable from the bank pending the final
outcome of the litigation. In a separate proceeding before the
Debt Recovery Appellate Tribunal, the bank's appeal against
the judgement awarded by Debt Recovery Tribunal in favour
of the Company in respect of attachment of the aforesaid
pledged shares for recovery of the loans advanced by the
bank to Kingfisher Airlines Limited is pending disposal.

Our opinion is not modified in respect of the matters described
under paragraph 4 above.

Key audit matters

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

Other information

6. The Company's Board of Directors is responsible for the other
information. The other information comprises the information
included in the Annual report but does not include the financial
statements and our auditors' report thereon.

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

In connection with our audit of the standalone financial
statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is

materially inconsistent with the standalone financial statements
or our knowledge obtained in the audit or otherwise appears
to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.

We have nothing to report in this regard.

Responsibilities of management and those charged with
governance for the standalone financial statements

7. The Company's Board of Directors is responsible for the matters

stated in Section 134(5) of the Act with respect to the preparation
of these standalone financial statements that give a true and

fair view of the financial position, financial performance,
changes in equity and cash flows of the Company in
accordance with the accounting principles generally accepted
in India, including the Indian Accounting Standards specified
under Section 133 of the Act. This responsibility also includes
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding of the assets
of the Company and for preventing and detecting frauds and
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that
are reasonable and prudent; and design, implementation
and maintenance of adequate internal financial controls,
that were operating effectively for ensuring the accuracy
and completeness of the accounting records, relevant to the
preparation and presentation of the standalone financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

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

Auditor's responsibilities for the audit of the standalone
financial statements

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

10. As part of an audit in accordance with SAs, we exercise
professional judgement and maintain professional scepticism
throughout the audit. We also:

(a) I dentify and assess the risks of material misstatement
of the standalone financial statements, whether due to
fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our

opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

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

(c) Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by management.

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

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

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

12. We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may

reasonably be thought to bear on our independence, and
where applicable, related safeguards.

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

Report on other legal and regulatory requirements

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

15. As required by Section 143(3) of the Act, we report that:

(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and
belief were necessary for the purposes of our audit.

(b) I n our opinion, proper books of account as required by
law have been kept by the Company so far as it appears
from our examination of those books except for the
matters stated in paragraph 15(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and Auditors)
Rules, 2014 (as amended).

(c) The Standalone Balance Sheet, the Standalone Statement
of Profit and Loss (including other comprehensive income),
the Standalone Statement of Changes in Equity and the
Standalone Statement of Cash Flows dealt with by this
Report are in agreement with the books of account.

(d) In our opinion, the aforesaid standalone financial
statements comply with the Indian Accounting Standards
specified under Section 133 of the Act.

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

(f) With respect to the maintenance of accounts and other
matters connected therewith, reference is made to our
remarks in paragraph 15(b) above on reporting under
Section 143(3)(b) and paragraph 15(h)(vi) below on
reporting under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended).

(g) With respect to the adequacy of the internal financial
controls with reference to financial statements of the
Company and the operating effectiveness of such
controls, refer to our separate Report in "Annexure A”.

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

i. The Company has disclosed the impact of
pending litigations on its financial position in its
standalone financial statements. (Refer Notes 8, 17,
40(a), 40(c), 40(d), 42 and 48 to the standalone
financial statements)

ii. T he Company was not required to recognise a
provision as at March 31, 2025 under the applicable
law or Indian Accounting Standards, as it does not
have any material foreseeable losses on long¬
term contracts. The Company did not have any
derivative contracts as at March 31, 2025. (Refer
Note 39 to the standalone financial statements)

iii. There has been no delay in transferring amounts,
required to be transferred, to the Investor
Education and Protection Fund by the Company
during the year.

iv. (a) The management has represented that,

to the best of its knowledge and belief, no
funds have been advanced or loaned or
invested (either from borrowed funds or share
premium or any other sources or kind of funds)
by the Company to or in any other person(s)
or entity(ies), including foreign entities
("Intermediaries”), with the understanding,
whether recorded in writing or otherwise, that
the Intermediary shall, whether directly or
indirectly, lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company ("Ultimate
Beneficiaries”) or provide any guarantee,

security or the like on behalf of the Ultimate
Beneficiaries (Refer Note 49(vii)(A) to the
standalone financial statements);

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

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

v. The dividend declared and paid by the Company
during the year and until the date of this audit
report is in compliance with Section 123 of the Act.

vi. Based on our examination, which included test
checks, the Company has used an accounting
software for maintaining its books of account which
has a feature of recording audit trail (edit log) facility
and that has operated throughout the year for all
relevant transactions recorded in the software,
except that the audit trail is not maintained for any
changes made through specific access and direct
database changes. Other than for the instances
mentioned above, based on our procedures
performed, we did not notice any instance of the
audit trail feature being tampered with. Further,
the audit trail, to the extent maintained in the prior
year, has been preserved by the Company as per
the statutory requirements for record retention.

16. The Company has paid / provided for managerial remuneration

in accordance with the requisite approvals mandated by the
provisions of Section 197 read with Schedule V to the Act.

For Price Waterhouse & Co Chartered Accountants LLP

Firm Registration Number: 304026E/ E300009

Dibyendu Majumder

Partner

Place: Bengaluru Membership Number: 057687

Date: May 20, 2025 UDIN: 25057687BMNRQK7437