We have audited the accompanying standalone financial statements of United Breweries Limited (the "Company”), which comprisethe Balance Sheet as at March 31, 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), theStatement of Cash Flows and the Statement of Changes in Equity for the year ended on that date, and notes to the financialstatements, including a summary of material accounting policies and other explanatory information.
In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financialstatements give the information required by the Companies Act, 2013 (the "Act”) in the manner so required and give a true and fairview in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, ("Ind AS”) and other accountingprinciples generally accepted in India, of the state of affairs of the Company as at March 31, 2025, and its profit, total comprehensiveincome, its cash flows and the changes in equity for the year ended on that date.
We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing ("SA”s) specified undersection 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor's Responsibility for theAudit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with theCode of Ethics issued by the Institute of Chartered Accountants of India ("ICAI”) together with the ethical requirements that arerelevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, andwe have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believethat the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalonefinancial statements.
a) As described in Note 34 (a), the Company filed an appeal against the NCLAT order before the Supreme Court of India onJanuary 30, 2023. The Supreme Court issued an order on February 17, 2023, and granted stay on the recovery proceedings.The Management of the Company has represented that the Company has a strong case on merits supported by externallegal advice. Pending outcome of the matter, the Company is not in position to reliably estimate, the obligation relatingto the penalties, if any. Accordingly, no provision has been recorded in the books of account and amount is disclosed ascontingent liability.
b) As described in Note 41, the Company has evaluated the carrying value of the property, plant and equipment aggregatingRs. 6,289 Lakhs (net of depreciation and impairment) based on fair value less cost of disposal after considering its contractualrights under the BIADA Act (including its options relating to the policies announced by BIADA which are subject to the outcomebefore the Honourable High Court of Patna), pending the outcome of special leave petition filed by the Bihar State Governmentbefore the Honourable Supreme Court of India.
Our opinion is not modified in respect of the aforesaid matters.
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalonefinancial statements of the current period. These matters were addressed in the context of our audit of the standalone financialstatements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We havedetermined the matters described below to be the key audit matters to be communicated in our report.
Sr. No.
Key Audit Matter
Auditor’s Response
1
Evaluation of provisions and contingencies towardstaxes and competition law matters
Principal audit procedures:
Our audit procedures relating to the evaluation of theoutcome of direct tax, indirect tax and competition law
(Refer Notes 2.1 (s), (v), 8, 16 and 34 to the financial
statements).
matters included the following, among others:
The Company has material disputes with respect to direct
(1) We have obtained an understanding of the
tax, indirect tax and competition law matters which
processes with respect to (i) recognition of provision,
involves significant judgment to determine the possible
(ii) disclosure of contingencies and (iii) ensuring
outcome of these disputes. Therefore, we have considered
completeness of litigations.
these as a key audit matter.
(2) We have tested the effectiveness of controls
over (i) recognition of provisions, (ii) disclosure ofcontingencies and (iii) ensuring completeness oflitigations.
(3) We read correspondences between the Company
and the various authorities and where applicable,the opinions from external advisors and evaluatedthe reasonableness of the estimate in relation to the
possible outcome of the disputed matters based onapplicable laws and judicial precedence by involvingour internal specialists, as needed.
2
Revenue recognition:
(Refer Notes 2.1 (d), (v) and 20 to the financial statements)
Our audit procedures relating to the estimation of accruals
Revenue from the sale of products is net of returns and
towards discounts and incentives, included the following,
allowances, discounts and incentives.
among others:
Amounts of discounts and incentives that have been
• We obtained an understanding, evaluated the design
incurred and not yet issued to customers are estimated and
and tested the operating effectiveness of internal
accrued. Amount of discounts and incentives accrued as at
controls relating to accruals towards discounts and
March 31, 2025 amounts to INR 26,088 Lakhs.
incentives and utilisation of the same.
Estimates of expected discount and incentives aresensitive to changes in circumstances and the Company'spast experience regarding these amounts may not be
• We selected the samples of accruals of discounts and
incentives and inspected the underlying documents and
representative of actual amounts in the future. Estimating
evaluated the basis of creating the accruals.
accruals relating to discounts and incentives recognised in
• We selected the samples of customer claims processed
relation to sales made during the year involves significantjudgment and is complex and hence we have considered
during the year for discount and incentives and
this as a key audit matter.
compared the same against the accruals made.
• We performed the retrospective review of provisionscreated and utilisation of the same during the year.
• We performed analytical procedures on discounts
and incentives.
• The Company's Board of Directors is responsible for the other information. The other information comprises the informationincluded in the Board's Report, Corporate Governance Report and Sustainability Report, but does not include the consolidatedfinancial statements, standalone financial statements and our auditor's report thereon.
• Our opinion on the standalone financial statements does not cover the other information and we do not express any form ofassurance 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 ourknowledge obtained during the course of our 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 arerequired to report that fact. We have nothing to report in this regard.
The Company's Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparationof these standalone financial statements that give a true and fair view of the financial position, financial performance includingother comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principlesgenerally accepted in India, including Ind AS specified under section 133 of the Act. This responsibility also includes maintenanceof adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company andfor 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 adequateinternal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.
In preparing the standalone financial statements, management and Board of Directors are responsible for assessing the Company'sability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concernbasis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realisticalternative but to do so.
The Company's Board of Directors is also responsible for overseeing the Company's financial reporting process.
Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole are free frommaterial misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonableassurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detecta material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individuallyor in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of thesestandalone financial statements.
As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughoutthe audit. We also:
• Identify and assess the risks of material misstatement of the standalone financial statements, whether due to fraud or error,design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriateto provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than forone resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override ofinternal control.
• Obtain an understanding of internal financial controls relevant to the audit in order to design audit procedures that areappropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion onwhether the Company has adequate internal financial controls with reference to standalone financial statements in place andthe operating effectiveness of such controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by the management.
• Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the auditevidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to drawattention in our auditor's report to the related disclosures in the standalone financial statements or, if such disclosures areinadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor'sreport. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the standalone financial statements, including the disclosures, andwhether the standalone financial statements represent the underlying transactions and events in a manner that achievesfair presentation.
Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in aggregate,makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone financial statementsmay be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit workand in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the standalonefinancial statements.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing ofthe audit and significant audit findings, including any significant deficiencies in internal financial controls that we identifyduring our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirementsregarding independence, and to communicate with them all relationships and other matters that may reasonably be thought tobear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most significancein the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe thesematters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rarecircumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of such communication.
1. As required by Section 143(3) of the Act, based on our audit we report that:
a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief werenecessary for the purposes of our audit.
b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from ourexamination of those books except for not keeping backup on a daily basis of audit trail of software operated by thirdparty software service provider for maintaining payroll maintained in electronic mode in a server physically located inIndia and not complying requirement of audit trail as stated in (i)(vi) below.
c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Statement of Cash Flowsand Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.
d) In our opinion, the aforesaid standalone financial statements comply with the Ind AS specified under Section 133 ofthe Act.
e) On the basis of the written representations received from the directors as on March 31, 2025 taken on record by the Boardof Directors, none of the directors is disqualified as on March 31, 2025 from being appointed as a director in terms ofSection 164(2) of the Act.
f) The modification relating to the maintenance of accounts and other matters connected therewith, is as stated inparagraph (b) above.
g) With respect to the adequacy of the internal financial controls with reference to standalone financial statements ofthe Company and the operating effectiveness of such controls, refer to our separate Report in "Annexure A”. Our reportexpresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financialcontrols with reference to standalone financial statements.
h) With respect to the other matters to be included in the Auditor's Report in accordance with the requirements of section197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanationsgiven to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisionsof section 197 of the Act.
i) 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 financialstatements - Refer Note 34 to the standalone financial statements.
ii. The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses.
iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and ProtectionFund by the Company.
iv. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note 42(v)
to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds orshare 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, directly or indirectly lend or invest in other persons or entities identified in anymanner whatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee,security or the like on behalf of the Ultimate Beneficiaries.
(b) The Management has represented, that, to the best of its knowledge and belief, as disclosed in the note 42(vi)to the financial statements, 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, directly or indirectly, lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Funding Party ("Ultimate Beneficiaries”) or provide any guarantee, securityor the like on behalf of the Ultimate Beneficiaries.
(c) Based on the audit procedures performed that have been considered reasonable and appropriate in thecircumstances, nothing has come to our notice that has caused us to believe that the representations undersub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement.
v. The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordancewith section 123 of the Act, as applicable.
As stated in note 14 to the standalone financial statements, the Board of Directors of the Company has proposedfinal dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting.Such dividend proposed is in accordance with section 123 of the Act, as applicable.
vi. Based on our examination, which included test checks, the Company has used accounting softwares for maintainingits books of account for the year ended March 31, 2025, which have a feature of recording audit trail (edit log) facilityand the same has operated throughout the year for all relevant transactions recorded in the softwares except that:
i) in respect of one software, the audit trail feature was not enabled for certain critical tables throughout the yearand at the database level to log any direct data changes and accordingly we are unable to comment whetherthere were any instances of the audit trail feature being tampered with.
ii) in respect of software operated by third party software service provider for maintaining payroll records, inthe absence of an independent auditor's System and Organization Controls report covering the audit trailrequirement at the database level, we are unable to comment whether the audit trail at the database levelwas enabled and operated throughout the year and whether there was any instance of the audit trail featurebeen tampered with.
Additionally, the audit trail that was enabled and operated for the year ended March 31, 2024, has beenpreserved by the Company as per the statutory requirements for record retention.
2. As required by the Companies (Auditor's Report) Order, 2020 ("the Order”) issued by the Central Government in termsof Section 143(11) of the Act, we give in "Annexure B” a statement on the matters specified in paragraphs 3 and 4 ofthe Order.
For Deloitte Haskins & Sells
Chartered Accountants(Firm's Registration No. 008072S)
Gurvinder Singh
Partner
Place: Bengaluru (Membership No. 110128)
Date : May 07, 2025 UDIN : 25110128BMHZTT8774