We have audited the standalone financial statements of United Breweries Limited (the "Company”) which comprise the standalonebalance sheet as at 31 March 2026, and the standalone statement of profit and loss (including other comprehensive income),standalone statement of changes in equity and standalone statement of cash flows for the year then ended, and notes to thestandalone financial statements, including 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 ("Act”) in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at 31 March2026, and its profit and other comprehensive income, changes in equity and its cash flows for the year ended on that date.
BASIS FOR OPINION
We conducted our audit in accordance with the Standards on Auditing (SAs) specified under Section 143(10) of the Act. Ourresponsibilities under those SAs are further described in the Auditor's Responsibilities for the Audit of the Standalone FinancialStatements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India together with the ethical requirements that are relevant to our audit of the standalone financialstatements under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities inaccordance with these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our opinion on the standalone financial statements.
EMPHASIS OF MATTER
We draw attention to Note 41 of the standalone financial statements:
The Company had challenged the cancellation of its land lease by Bihar Industrial Area Development Authority (BIADA), and theHonourable High Court of Patna had directed BIADA to maintain status quo. As at 31 March 2026, the Company continues tohold property, plant and equipment at Bihar amounting to Rs. 5,793 Lakhs. The Company had submitted an application under theAmnesty Policy 2025 issued by the BIADA and received an in-principle approval (letter of approval). The Company has submittedthe documents required by BIADA in its letter of approval including the detailed project report for the production of non-alcoholicbeverages and the affidavit filed with the Honourable High Court of Patna for the withdrawal of the aforementioned litigation.Pending approval from BIADA on the Amnesty Scheme applied, and the pending adjudication before the Honourable SupremeCourt of India through a special leave petition filed by the State Government with respect to prohibition on trade and consumptionof alcoholic beverages in the state of Bihar, may have an impact on the recoverability and future use of these assets.
Our opinion is not modified in respect of this matter.
KEY AUDIT 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.
The Company's Management and Board of Directors are responsible for the other information. The other information comprises theDirectors' report, Corporate Governance Report and Sustainability report report, but does not include the financial statements andauditor's report thereon, which we obtained prior to the date of this auditor's report, and the remaining sections of the Company'sAnnual Report, which are expected to be made available to us after that date.
Our opinion on the standalone financial statements does not cover the other information and we do not and will not express anyform of assurance conclusion thereon.
Provision and contingent liabilities relating to taxation, litigation and claims
Refer Notes 2.1 (s), (v), 8, 16 and 34 to standalone financial statements
The key audit matter
How the matter was addressed in our audit
The Company is involved in various direct, indirect tax and other legalproceedings (‘litigations’) that are pending before multiple statutoryauthorities. These litigations include penalty of Rs 75,183 Lakhs leviedon the Company by the Competition Commission of India (CCI) forwhich an appeal has been filed by the Company before the HonourableSupreme Court of India on 30 January 2023 against the order passedby the National Company Law Appellate Tribunal and the HonourableSupreme Court issued an order on 17 February 2023 and granted stay onthe recovery of the aforementioned penalty by the CCI.
i.
ii.
Obtained understanding of management's process foridentifying, evaluating, and recording claims and contingentliabilities with respect to litigations.
Performed walkthrough and evaluated the design and operatingeffectiveness of controls over:
- Identification and tracking of litigations.
- Periodic assessment of the financial impact and itslikelihood.
- Controls over recording or updating provisions/ disclosurerelated to contingent liability.
The outcome of these litigations is inherently uncertain, and the timingand amount of potential financial impact, if any, cannot be predictedwith precision. Assessing whether a present obligation exists, whethera provision should be recognized, or whether the matter should insteadbe disclosed as a contingent liability, involves significant judgement andestimation by management. Such judgement requires interpretationof complex and evolving legal frameworks, evaluation of supportingdocumentation, consideration of legal precedents, and reliance onexternal legal advisors. Given the variability in judicial positions and theuncertainties inherent in dispute resolution processes, determining theappropriate accounting treatment requires a high degree of subjectivity.
iii.
Read the correspondences with respect to the litigations withthe respective authorities and where applicable, the opinionsfrom external experts engaged by the Management andevaluated the reasonableness of the estimate in relation tothe possible outcome of the disputed matters by involving ourinternal specialists, as needed.
The uncertainty relating to the outcome of these matters and themateriality of the potential exposures, including those disclosed ascontingent liabilities, resulted in this being identified as a key auditmatter.
Revenue Recognition - Discounts and Rebates
Refer Notes 2.1 (d), (v) and 20 to standalone financial statements
The Company's revenue is primarily derived from the sale of products andis recognised net of trade discounts, volume-based incentive schemesand other rebates (collectively referred to as “discounts and incentives”or “variable consideration”). A significant portion of these discounts andincentives is not directly deducted on invoices and therefore requiresjudgement in relation to estimation of the amounts to be accrued atthe reporting date.
Understanding the process followed by the Company todetermine the amount of accrual for variable consideration.Evaluating on sample basis, the design and implementationand testing the operating effectiveness of controls for variableconsideration computations, variable consideration settlementsand Company's evaluation of the variable considerationaccruals as at the year-end.
The value and timing of schemes vary throughout the year, and actualsettlement may extend beyond the reporting period, resulting in anunsettled portion of variable consideration that remains payable tocustomers at year-end. As revenue is a key performance indicator forthe Company, there is an inherent risk of revenue being overstatedthrough inappropriate estimation of variable consideration, particularlyconsidering the potential pressure on management to achieveperformance targets at or near the year-end.
iv.
Performing substantive testing by selecting samples, usingstatistical sampling approach, of variable considerationtransactions recorded during the year and as at period end,to reconcile the parameters used in the computation with therelevant source documents.
Performed a retrospective review by comparing the prior-yearprovision with the actual payments made in the current year,to assess management's historical estimation accuracy andidentify any potential bias in the estimation process.
We have therefore determined accruals for discounts and incentives tobe a key audit matter.
v.
Critically assessing manual journal entries posted to revenue(variable consideration), on a sample basis, to identify unusuaitems and examined the underlying documentation.
In connection with our audit of the standalone financial statements, our responsibility is to read the other information identifiedabove and, in doing so, consider whether the other information is materially inconsistent with the standalone financial statementsor our knowledge obtained in the audit, or otherwise appears to be materially misstated.
If, based on the work we have performed on the other information that we obtained prior to the date of this auditor's report, weconclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing toreport in this regard.
When we read the other sections of the Annual report (other than those mentioned above), if we conclude that there is a materialmisstatement therein, we are required to communicate the matter to those charged with governance and take necessary actions,as applicable under the relevant laws and regulations.
MANAGEMENTS AND BOARD OF DIRECTORS' RESPONSIBILITIES FOR THE STANDALONE FINANCIALSTATEMENTS
The Company's Management and Board of Directors are responsible for the matters stated in Section 134(5) of the Act with respectto the preparation of these standalone financial statements that give a true and fair view of the state of affairs, profit/ loss and othercomprehensive income, changes in equity and cash flows of the Company in accordance with the accounting principles generallyaccepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act. This responsibility alsoincludes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets ofthe Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accountingpolicies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and arefree from material misstatement, whether due to fraud or error.
In preparing the standalone financial statements, the Management and Board of Directors are responsible for assessing theCompany's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the goingconcern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or hasno realistic alternative but to do so.
The Board of Directors is also responsible for overseeing the Company's financial reporting process.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE STANDALONE FINANCIAL STATEMENTS
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 control relevant to the audit in order to design audit procedures that are appropriate in thecircumstances. Under Section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the companyhas adequate internal financial controls with reference to financial statements in place and the operating effectiveness ofsuch controls.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and relateddisclosures made by the Management and Board of Directors.
• Conclude on the appropriateness of the Management and Board of Directors use of the going concern basis of accounting inpreparation of standalone financial statements 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. Ifwe conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosuresin the standalone financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are basedon the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause theCompany 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.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the auditand significant audit findings, including any significant deficiencies in internal control that we identify during 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.
OTHER MATTERS
The standalone financial statements of the Company for the year ended 31 March 2025 were audited by the predecessor auditorwho had expressed an unmodified opinion as per the report dated 07 May 2025.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
1. As required by the Companies (Auditor's Report) Order, 2020 ("the Order”) issued by the Central Government of India in terms
of Section 143(11) of the Act, we give in the "Annexure A” a statement on the matters specified in paragraphs 3 and 4 of the
Order, to the extent applicable.
2 A. 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 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 the matter stated in the paragraph 2(B)(f) below on reporting under Rule 11(g)of the Companies (Audit and Auditors) Rules, 2014 and that the daily back-up of payroll records which form part of the'books of account and other relevant books and papers in electronic mode' have not been maintained on the serversphysically located in India.
c. The standalone balance sheet, the standalone statement of profit and loss (including other comprehensive income), thestandalone statement of changes in equity and the standalone statement of cash flows dealt with by this Report are inagreement with the 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 01 April 2026 taken on record by the Boardof Directors, none of the directors is disqualified as on 31 March 2026 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 are as stated in theparagraph 2A(b) above on reporting under Section 143(3)(b) of the Act and paragraph 2B(f) below on reporting underRule 11(g) of the Companies (Audit and Auditors) Rules, 2014.
g. With respect to the adequacy of the internal financial controls with reference to financial statements of the Companyand the operating effectiveness of such controls, refer to our separate Report in "Annexure B”.
B. 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, in our opinion and to the best of our information and according to the explanationsgiven to us:
a. The Company has disclosed the impact of pending litigations as at 31 March 2026 on its financial position in its standalonefinancial statements - Refer Notes 8, 16 and 34 to the standalone financial statements.
b. The Company did not have any long-term contracts including derivative contracts for which there were any materialforeseeable losses.
c. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and ProtectionFund by the Company.
d (i) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 42(v) to thestandalone financial statements, no funds have been advanced or loaned or invested (either from borrowed fundsor 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 directly or indirectly lend or invest in other persons or entities identified in any mannerwhatsoever by or on behalf of the Company ("Ultimate Beneficiaries”) or provide any guarantee, security or the likeon behalf of the Ultimate Beneficiaries.
(ii) The management has represented that, to the best of its knowledge and belief, as disclosed in the Note 42(vi) tothe standalone 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 Parties ("Ultimate Beneficiaries”) or provide any guarantee, security orthe like on behalf of the Ultimate Beneficiaries.
(iii) Based on the audit procedures that have been considered reasonable and appropriate in the circumstances, nothinghas come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule11(e), as provided under (i) and (ii) above, contain any material misstatement.
e. The final dividend paid by the Company during the year, in respect of the same declared for the previous year, is inaccordance with Section 123 of the Act to the extent it applies to payment of dividend.
As stated in Note 14 to the standalone financial statements, the Board of Directors of the Company has proposed final dividend
for the year which is subject to the approval of the members at the ensuing Annual General Meeting. The dividend declared
is in accordance with Section 123 of the Act to the extent it applies to declaration of dividend.
f. Based on our examination which included test checks, except for the instances mentioned below, the Company has usedaccounting softwares for maintaining its books of account which have a feature of recording audit trail (edit log) facilityand the same has operated for all relevant transactions recorded in the respective softwares:
• In respect of accounting software used for maintaining books of account relating to revenue, purchases, inventories,propery, plant and equipments, general ledgers and other sub-ledgers, the audit trail feature was not enabled at thedatabase level to log any direct data changes;
• In the absence of independent auditor's report in relation to controls at a service organisation for accounting softwareused for maintaining the books of account relating to payroll, which is operated by a third party software serviceprovider, we are unable to comment whether audit trail (edit log) feature of the said software was enabled andoperated throughout the year for all relevant transactions recorded in the software;
• Further, where audit trail (edit log) facility was enabled and operated for the respective accounting softwares, we did notcome across any instance of the audit trail feature being tampered with. Additionally, the audit trail has been preserved bythe Company as per the statutory requirements for record retention.
C. With respect to the matter to be included in the Auditor's Report under Section 197(16) of the Act:
In our opinion and according to the information and explanations given to us, the remuneration paid by the Company to itsdirectors during the current year is in accordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. The Ministry of Corporate Affairs has not prescribedother details under Section 197(16) of the Act which are required to be commented upon by us.
For B S R & Co. LLP
Chartered Accountants
Firm’s Registration No.:101248W/W-100022
Vikash Gupta
Partner
Place: Bengaluru Membership No.: 064597
Date: 05 May 2026 ICAI UDIN:26064597VBGURV8852