1.  We have audited the attached Balance Sheet of United Breweries
 Limited (the Company) as at March 31, 2011 and the related Profit and
 Loss Account and Cash Flow Statement for the year ended on that date
 annexed thereto, which we have signed under reference to this report.
 These financial statements are the responsibility of the Company''s
 Management. Our responsibility is to express an opinion on these
 financial statements based on our audit.
 
 2.  We conducted our audit in accordance with the auditing standards
 generally accepted in India. Those Standards require that we plan and
 perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement. An audit
 includes examining, on a test basis, evidence supporting the amounts
 and disclosures in the financial statements. An audit also includes
 assessing the accounting principles used and significant estimates made
 by Management, as well as evaluating the overall financial statement
 presentation. We believe that our audit provides a reasonable basis for
 our opinion.
 
 3.  As required by the Companies (Auditor''s Report) Order, 2003, as
 amended by the Companies (Auditor''s Report) (Amendment) Order, 2004
 (together the Order), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of''The Companies Act, 1956''
 of India (the''Act'') and on the basis of such checks of the books and
 records of the Company as we considered appropriate and according to
 the information and explanations given to us, we give in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the Order.
 
 4.  We did not audit the financial statements of erstwhile Chennai
 Breweries Private Limited and UB Nizam Breweries Private Limited (the
 Transferor Companies), included in the financial statements pursuant
 to amalgamation with the Company (refer Schedule 19 Note 5), which
 constitute total assets of Rs.2,837,922 thousands and net assets of
 Rs.1,143,150 thousands as at March 31, 2011, total revenue of
 Rs.491,093 thousands and net loss of Rs.175,173 thousands for the year
 then ended. The financial statements and other financial information of
 the Transferor Companies have been audited by other auditors whose
 reports have been furnished to us, and our opinion on the financial
 statements to the extent they have been derived from such financial
 statements is based solely on the report of such other auditors.
 
 5.  Without qualifying our opinion, we draw your attention to the
 following matters, for which no specifc accounting treatment has been
 prescribed in the Accounting Standards notified pursuant to the
 Companies (Accounting Standards) Rules, 2006 as per Section 211(3C) of
 the Companies Act, 1956:
 
 (a) Note 5(A)(iii)(b) on Schedule 19 regarding the disclosure of the
 equity shares in the Company issued by the Company to UBL Benefit Trust;
 of which the Company is the sole benefciary, as Interest in UBL Benefit
 Trust in the Balance Sheet as at March 31, 2011, and upon sale of
 those shares subsequent to the Balance Sheet date the disclosure of the
 resultant gains as adjustment to General Reserves (during the quarter
 ended September 30, 2011); and
 
 (b) Note 5 on Schedule 19 regarding the set off of debit balance in
 general reserve with the credit balance in capital reserve aggregating
 to Rs.2,156,553 thousands arising due to various amalgamations with the
 Company.
 
 6.  Further to our comments in the Annexure referred to in paragraph 3
 above, we report that:
 
 (a) We have obtained all the information and explanations which, to the
 best of our knowledge and belief, were necessary 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 appears from our examination of
 those books;
 
 (c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 (d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash
 Flow Statement dealt with by this report comply with the accounting
 standards referred to in sub-section (3C) of Section 211 of the Act;
 
 (e) On the basis of written representations received from the
 directors, as on March 31, 2011 and taken on record by the Board of
 Directors, none of the directors is disqualifed as on March 31, 2011
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (f) In our opinion and to the best of our information and according to
 the explanations given to us, the said financial statements together
 with the notes thereon and attached thereto give, in the prescribed
 manner, the information required by the Act, and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India:
 
 (i) in the case of the Balance Sheet, of the state of affairs of the
 company as at March 31, 2011;
 
 (ii) in the case of the Profit and Loss Account, of the Profit for the
 year ended on that date; and
 
 (iii) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure to Auditors'' Report Referred to in paragraph 3 of the
 Auditors'' Report of even date to the members of United Breweries
 Limited on the financial statements for the year ended March 31, 2011.
 
 1.  a) The Company is maintaining proper records showing full
 particulars, including quantitative details and situation, of fixed
 assets.
 
 b) The fixed assets are physically verifed by the Management according
 to a phased programme designed to cover all the items over a period of
 three years which, in our opinion, is reasonable having regard to the
 size of the Company and the nature of its assets. Pursuant to the
 programme, a portion of the fixed assets has been physically verifed by
 the Management during the year except for assets aggregating to
 Rs.756,341 (original cost in thousands) and no material discrepancies
 between the book records and the physical inventory have been noticed.
 
 c) In our opinion and according to the information and explanations
 given to us, a substantial part of fixed assets has not been disposed of
 by the Company during the year.
 
 2.  a) The inventory (excluding stocks with third parties) has been
 physically verifed by the Management during the year. In respect of
 inventory lying with third parties, these have substantially been
 confrmed by them. In our opinion, the frequency of verifcation is
 reasonable.
 
 b) In our opinion, the procedures of physical verification of inventory
 followed by the Management are reasonable and adequate in relation to
 the size of the Company and the nature of its business.
 
 c) On the basis of our examination of the inventory records, in our
 opinion, the Company is maintaining proper records of inventory. The
 discrepancies noticed on physical verification of inventory as compared
 to book records were not material.
 
 3.  a) The Company has not granted any loans, secured or unsecured, to
 companies, frms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 b) The Company has not taken any loans, secured or unsecured, from
 companies, frms or other parties covered in the register maintained
 under Section 301 of the Act.
 
 4.  In our opinion and according to the information and explanations
 given to us, there is an adequate internal control system commensurate
 with the size of the Company and the nature of its business for the
 purchase of inventory, fixed assets and for the sale of goods and
 services. Further, on the basis of our examination of the books and
 records of the Company, and according to the information and
 explanations given to us, we have neither come across nor have been
 informed of any continuing failure to correct major weaknesses in the
 aforesaid internal control system.
 
 5.  a) In our opinion and according to the information and explanations
 given to us, the particulars of contracts or arrangements referred to
 in Section 301 of the Act have been entered in the register required to
 be maintained under that section.
 
 b) In our opinion and according to the information and explanations
 given to us, the transactions made in pursuance of such contracts or
 arrangements and exceeding the value of Rupees Five Lakhs in respect of
 any party during the year have been made at prices which are reasonable
 having regard to the prevailing market prices at the relevant time
 except for purchase of services aggregating to Rs.66,180 thousands as
 there are no comparable market prices, which, however, are considered
 to be of special nature as explained by the management of the company.
 
 6.  The Company has not accepted any deposits from the public within
 the meaning of Sections 58A and 58AA of the Act and the rules framed
 there under.
 
 7.  In our opinion, the Company has an internal audit system
 commensurate with its size and nature of its business.
 
 8.  The Central Government of India has not prescribed the maintenance
 of cost records under clause (d) of sub-section (1) of Section 209 of
 the Act for any of the products of the Company.
 
 9. a) According to the information and explanations given to us and the
 records of the Company examined by us, in our opinion, the Company is
 regular in depositing the undisputed statutory dues including provident
 fund, investor education and protection fund, employees'' state
 insurance, income-tax, sales-tax, wealth tax, service tax, customs
 duty, excise duty, cess and other material statutory dues as applicable
 with the appropriate authorities.
 
 b) According to the information and explanations given to us and the
 records of the Company examined by us, the particulars of dues of
 income-tax, sales-tax, wealth-tax, service-tax, customs duty, excise
 duty and cess as at March 31, 2011 which have not been deposited on
 account of a dispute are given in Appendix 1.
 
 10.  The Company has no accumulated losses as at March 31, 2011 and it
 has not incurred any cash losses in the financial year ended on that
 date or in the immediately preceding financial year.
 
 11.  According to the records of the Company examined by us and the
 information and explanation given to us, the Company has not defaulted
 in repayment of dues to any financial institution or bank or debenture
 holders as at the balance sheet date.
 
 12.  In our opinion, the Company has maintained adequate documents and
 records in the cases where the Company has granted loans and advances
 on the basis of security by way of pledge of shares, debentures and
 other securities.
 
 13.  The provisions of any special statute applicable to chit fund /
 nidhi / mutual benefit fund/ societies are not applicable to the
 Company.
 
 14.  In our opinion, the Company is not a dealer or trader in shares,
 securities, debentures and other investments.
 
 15.  In our opinion and according to the information and explanations
 given to us, the Company has not given any guarantee for loans taken by
 others from banks or financial institutions during the year.
 
 16.  In our opinion, and according to the information and explanations
 given to us, on an overall basis, the term loans have been applied for
 the purposes for which they were obtained.
 
 17.  On the basis of an overall examination of the balance sheet of the
 Company, in our opinion and according to the information and
 explanations given to us, funds amounting to Rs.505,698 thousands
 raised on a short-term basis have been used for long-term investment.
 
 18.  The Company has not made any preferential allotment of shares to
 parties and companies covered in the register maintained under Section
 301 of the Act during the year.
 
 19.  The Company has not issued debentures during the year and there
 are no debentures outstanding at the year- end.
 
 20.  The Company has not raised any money by public issues during the
 year. The Management has disclosed the end use of monies during the
 year, out of public issue raised in the earlier year (Refer Note 1 on
 Schedule 19) which has been verifed by us.
 
 21.  During the course of our examination of the books and records of
 the Company, carried out in accordance with the generally accepted
 auditing practices in India, and according to the information and
 explanations given to us, we have neither come across any instance of
 fraud on or by the Company, noticed or reported during the year, nor
 have we been informed of such case by the Management.
   
 Appendix 1 to the Auditors'' Report
 
 Referred to in paragraph 9 (b) of the Annexure to the Auditors'' report
 of even date to the members of United Breweries Limited on the financial
 statements for the year ended March 31, 2011.
 
                    Rs.      Year to which
 Name of 
 the statute                               Forum where dispute is pending
                 in Thousands amount relates
 
 Sales Tax Acts   4,225       1997-98     Additional Commissioner, 
                                          Commercial Taxes
 
                 38,060      2003-04 & 
                             2004-05      High Court of Karnataka
 
                 65,713      2005-06 to
                             2010-11      JCCT Appeals - Bangalore
 
                 62,819      83-84 to
                             1986-87      High Court of Kerala
 
                     38      1990-91      High Court of Kerala
 
                  1,088      2002-03      Sales Tax Appellate Tribunal,
                                          Karnataka
 
                     90      1990-91      Sales Tax Appellate Tribunal,
                                          Mumbai
 
                     13      2002-03      Assistant Commissioner 
                                          (Assessment) Special Circle
 
                5,40419      75-76 to 
                             1998-99,     Sales Tax Appellate Tribunal
                                          / Deputy
                             2000-01 to
                             2001-02      Commissioner (Appeals)
 
                     69      2001-02      Deputy Commissioner of
                                          Commercial Taxes (Appeals) 
                                          Kollam
 
                    130      2000-01      Deputy Commissioner of 
                                          Commercial Taxes (Appeals)
                                          Kollam
 
                    107      1991-92      Deputy Commissioner Appeals
 
                    124      1988-89      High Court of Kerala
 
                    289      1989-90      High Court of Kerala
 
                    498      1990-91      High Court of Kerala
 
                    459      2001-02      Court of Civil Judge, 
                                          (Senior Division), Gurgaon
 
                    841      1975 to 1994 Appellate Tribunal, Cherthala
 
                  6,260      1991-92      Sales Tax Appellate Tribunal
 
                    301      2003-04      Sales Tax Appellate Tribunal
 
                  4,770      1991-92      Sales Tax Appellate Tribunal
 
                    274      1993 to 2003 Sales Tax Appellate Tribunal
 
                    987      2005-06 to
                             2007-08      High Court of Andhra Pradesh
 
 Customs Act     2, 033      1991-92      Commissioner of Customs
 
                  2,972      1998-99      High Court of Madras
 
                  4,148      1991-92      Commissioner of Customs, 
                                          Ludhiana
 
                  3,174      1998-99      Deputy Commissioner of 
                                          Customs, Siliguri
 
 Central Excise 
 Act                490      2005-2007    Commissioner (Appeals) 
                                          Central Excise
 
                    277      2007-2008    Commissioner (Appeals)
                                          Central Excise
 
                  4,253      1998-99      High Court of Calcutta
 
                  1,114      1987-88      Commissioner of Central Excise
 
 State Excise Act 1,229      1981-82      High Court of Calcutta
 
                    337      2000-01 to 
                             2003-04      Excise Commissioner, Karnataka
 
                  3,722      2004-05      High Court of Karnataka
 
                  4,028      2000 to 2005 High Court of Karnataka
 
                  1,866      1981-82 
                            &1987-88      High Court of Calcutta
 
                  8,076      2000-01 to
                             2003-04,     High Court of Karnataka
                             2005-06
 
                    637      1988-89      High Court of Calcutta
 
                  2,955      1998-99      High Court of Calcutta
 
 Service 
 Tax Act        209,437      2004-05 to 
                             2007-08      Director General Central
                                          Excise & Intelligence, 
                                          Bangalore
 
                 34,510      2008-09      Commissioner of Service Tax,
                                          Bangalore
 
                    699      2005-06 
                           (June''05) to   Commissioner of Service Tax,
                                          Mangalore
                             2009-10 
                            (June''09)
 
 Income Tax Act  61,340      2004-05      Commissioner of Income Tax
                                          (Appeals)
 
                106,582      2006-07      Commissioner of Income Tax
                                          (Appeals)
 
                 74,729      2008-09      Commissioner of Income Tax 
                                          (Appeals)
 
                 10,726      1997-98      Commissioner of Income Tax 
                                          (Appeals)
 
                  2,968      1997-98      Commissioner of Income Tax 
                                          (Appeals)
 
                  1,375      2000-01      Commissioner of Income Tax 
                                          (Appeals)
 
                  5,853      2000-01      Commissioner of Income Tax
                                          (Appeals)
 
                  2,036      2001-02      Assistant Commissioner of 
                                          Income Tax
 
                 25,082      2003-04      Deputy Commissioner of 
                                          Income Tax
 
                  1,078      2007-08      Commissioner of Income Tax 
                                          (Appeals)
 
                  7,577      2007-07      Commissioner of Income Tax 
                                          (Appeals)
 
                 77,454      2007-08      Commissioner of Income Tax
                                          (Appeals)
 
                 18,213      2008-09      Commissioner of Income Tax
                                         (Appeals)
 
                  8,800      2009-10      Commissioner of Income Tax
                                          (Appeals)
 
 Provident 
 Fund Act         1,691      1998 to 2000 Employees Provident Fund
                                          Tribunal
 
 Employee State 
 Insurance Act      319      2009-10      Employee State Insurance
                                          Court Bangalore
 
                    265      1991-92      High Court of Kerala
 
 
 
                                              For Price Waterhouse
 
                               Firm Registration Number - 007568 S
                                             Chartered Accountants
 
                                                  Usha A Narayanan
 
 Place: New Delhi                                          Partner
 
 Date: November 23, 2011                 Membership Number - 23997