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)

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.

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 cs@sulawines.com or to the Company's
RTA at einward.ris@kfintech.com.

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:

b) Technology absorption

c) Foreign exchange earnings and Outgo

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