1. We have audited the accompanying standalone
financial statements of Sula Vineyards Limited
(‘the Company'), which comprise the Balance Sheet
as at 31 March 2025, the Statement of Profit and
Loss (including Other Comprehensive Income),
the Statement of Cash Flow and the Statement of
Changes in Equity for the year then ended, and notes
to the standalone financial statements, including
material accounting policy information and other
explanatory information.

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 Indian
Accounting Standards (‘Ind AS') specified under
Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and other
accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March
2025, and its profit (including other comprehensive
income), its cash flows and the changes in equity for
the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing 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 (‘ICAI') together with the
ethical requirements that are relevant to our audit of
the 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.

Key Audit Matters

4. Key audit matters are those matters that, in our
professional judgment, 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.

5. We have determined the matters described below
to be the key audit matters to be communicated in
our report.

Information other than the Standalone Financial
Statements and Auditor's Report thereon

6. The Company's Board of Directors are responsible
for the other information. The other information
comprises the information included in the Director's
Report, Report on Corporate Governance and
Management Discussion and Analysis, but does not
include the 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 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 accompanying standalone financial statements have
been approved by the Company's Board of Directors.
The Company's Board of Directors are responsible for the
matters stated in Section 134(5) of the Act with respect
to the preparation and presentation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified
under Section 133 of the Act and other accounting
principles generally accepted in India. 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 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,
the Board of Directors 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 the Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so.

9. 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

10. 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 auditor's
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 Standards on Auditing 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.

11. As part of an audit in accordance with Standards on
Auditing, specified under Section 143(10) of the Act
we exercise professional judgment and maintain
professional skepticism throughout the 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 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;

• 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;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management;

• Conclude on the appropriateness of Board of
Directors' 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 auditor's 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; and

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

12. 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.

13. 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.

14. 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

15. As required by Section 197(16) of the Act based on
our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid
down under Section 197 read with Schedule V to the
Act.

16. 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 I a statement on the
matters specified in paragraphs 3 and 4 of the Order,

to the extent applicable.

17. Further to our comments in Annexure I, as required

by Section 143(3) of the Act based on our audit, we

report, to the extent applicable, 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
purpose of our audit of the accompanying
standalone financial statements;

b. Except for the matters stated in paragraph
17(h)(vi) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules,
2014 (as amended), in 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;

c. The standalone financial statements dealt with
by this report are in agreement with the books
of account;

d. In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
Section 133 of the Act;

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

f. The qualification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 17(b) above
on reporting under Section 143(3)(b) of the Act
and paragraph 17(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 standalone
financial statements of the Company as on 31
March 2025 and the operating effectiveness
of such controls, refer to our separate report
in Annexure II wherein we have expressed an
unmodified opinion; and

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, as detailed in note 32(A) to the
standalone financial statements, has disclosed
the impact of pending litigations on its financial
position as at 31 March 2025;

ii. The Company did not have any long-term

contracts including derivative contracts for which
there were any material foreseeable losses as at
31 March 2025;

iii. There were no amounts which were required to
be transferred to the Investor Education and
Protection Fund by the Company during the year
ended 31 March 2025;

iv. a. The management has represented that, to the
best of its knowledge and belief, as disclosed
in note 49(v) to the standalone financial
statements, no funds have been advanced or
loaned or invested (either from borrowed funds
or securities premium or any other sources or
kind of funds) by the Company to or in any
person(s) or entity(ies), including foreign entities
(‘the 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 (‘the 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 note 49(vi) to the standalone financial
statements, no funds have been received by
the Company from any person(s) or entity(ies),
including foreign entities (‘the 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; and

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

v. The final dividend paid by the Company during
the year ended 31 March 2025 in respect of
such dividend declared for the previous year
is in accordance with Section 123 of the Act to
the extent it applies to payment of dividend.
Further, as stated in note 39 to the accompanying
standalone financial statements, the Board of
Directors of the Company have proposed final
dividend for the year ended 31 March 2025 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

vi. As stated in Note 48 to the standalone financial
statements and based on our examination
which included test checks, except for instances
mentioned below, the Company, in respect
of financial year commencing on 1 April 2024,
has used accounting software for maintaining
its books of account, which have a feature of
recording audit trail (edit log) facility and the
same have been operated throughout the year
for all relevant transactions recorded in the
software. Further, during the course of our audit
we did not come across any instance of audit
trail feature being tampered with, other than the
consequential impact of the exceptions given
below. Furthermore, the audit trail has been
preserved by the Company as per the statutory
requirements for record retention from the date
the audit trail was enabled for the accounting
software

1. The accounting software used for maintenance
of all accounting records implemented w.e.f.

1 October 2024 is operated by a third-party
software service provider. In the absence of any
information on existence of audit trail (edit logs)
for any direct changes made at the database
level in the ‘Independent Service Auditor's
Assurance Report on the Description of Controls,
their Design and Operating Effectiveness' (‘Type

2 report' issued in accordance with ISAE 3402,
Assurance Reports on Controls at a Service
Organization), we are unable to comment on
whether audit trail feature with respect to the
database of the said software was enabled and
operated throughout the period.

2. An accounting software used for maintenance
of sales records for the hospitality services did
not have a feature of recording audit trail (edit
log) facility.

3. The accounting software used for maintenance
of sales records for the hospitality services for
the period 1 April 2024 to 31 May 2024 did not
have a feature of recording audit trail (edit log)
facility. The Company has migrated to a new
accounting software from 1 June 2024 onwards.
The said accounting software used from 1 June
2024 is operated by a third-party software service
provider. In absence of an ‘Independent Service
Auditor's Assurance Report on the Description
of Controls, their Design and Operating
Effectiveness' (‘Type 2 report' issued in

accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we are unable to comment
if the audit trail feature at the database level of the said software was enabled and operated throughout the
period for all relevant transactions.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Rohan Jain

Partner

Membership No.: 139536
UDIN: : 25139536BMONNM1820

Place: Mumbai
Date: 08 May 2025