Dear Members,
 
 The Directors have pleasure in presenting this Annual Report and the
 audited accounts of United Breweries Limited (''UBL'' or''your Company'')
 for the year ended March 31, 2011 (''the year under review'',''the year''
 or''FY11'').
 
 FINANCIAL RESULTS – AN OVERVIEW
 
                                        (Amounts in Rupees million)
 
                                               Year ended March 31
 
                                            2011            2010
 
 Net Turnover                              30,960          20,751
 
 Profit before Interest & Depreciation       4,348           2,949
 
 Interest                                     781             555
 
 Depreciation                               1,305             883
 
 Profit before Taxation                      2,262           1,511
 
 Provision for Taxation                      (789)           (542)
 
 Profit after Tax available for appropriation 1,473            970 
 
 Appropriations:
 
 Proposed dividend on Equity Shares 
 (including taxes thereon)                    184             101
 
 Dividend on Preference Shares paid 
 (including taxes thereon)                     86              87
 
 Transfer to General Reserve                  150             100
 
 Balance your Directors propose to carry to 
 the Balance Sheet                          1,053             682
 
 Total appropriations                       1,473             970
 
 DIVIDEND
 
 Your Board of Directors take pleasure in declaring a dividend of
 Re.0.60 per Equity Share, including on 14.6 million Equity Shares of
 Re.1 each fully paid up that were allotted to the shareholders of
 Millennium Alcobev Private Limited (''MAPL''), Empee Breweries Limited
 (''Empee'') and UB Nizam Breweries Private Limited (''UB Nizam'') and 9
 million Equity Shares of Re.1 each pending allotment to the
 shareholders of Chennai Breweries Private Limited (''CBPL'') and
 Millennium Beer Industries Limited (''MBIL'') since amalgamated with the
 Company.
 
 UBL paid a dividend on Cumulative Redeemable Preference Shares (''CRPS'')
 at the rate of 3% under the terms of the issue of 24.7 million CRPS
 held by Scottish & Newcastle India Limited.
 
 The total equity dividend for the year ended March 31, 2011 is 60%, and
 the total dividend (including dividend tax) is Rs.184 million (about
 12% of Profit after Tax).
 
 AMALGAMATIONS
 
 Your Directors are pleased to inform that the Amalgamations of
 Associated Breweries and Distilleries Limited (''ABDL''), MAPL, Empee and
 UB Nizam with Appointed Date of April 1, 2010, and CBPL with Appointed
 Date of close of business hours on March 31, 2011, were approved by the
 Honorable High Courts of Karnataka and Madras.
 
 MBIL and United Millennium Breweries Limited (''UMBL'') have been
 amalgamated into your Company by the orders passed by Board of
 Industrial Financial Reconstruction (''BIFR'') with Appointed Date of
 April 1, 2010.
 
 These consolidations have ensured creation of a larger combined entity,
 and synergies in the businesses besides economies of scale. Combining
 all functions and operations has not only resulted in enhanced financial
 performance but also has provided benefits in the form of managerial and
 technical expertise, and financial resources thereby enhancing
 shareholder value.
 
 CAPITAL
 
 In view of the consolidation of share capital through the amalgamation
 of various companies, the Authorized Share Capital of your Company now
 comprises of Equity Share Capital aggregating to Rs.3,620 million and
 Preference Share Capital of Rs.4,914 million. The Issued, Subscribed
 and Paid-up Share Capital as on March 31, 2011 stood at Rs.2,724
 million, comprising of Equity Share Capital of Re.1 each aggregating to
 Rs.254.54 million and Cumulative Redeemable Preference Shares of Rs.100
 each aggregating to Rs.2,469 million. Upon amalgamation, 9 million
 Equity Shares of Re. 1 each are to be allotted to eligible shareholders
 which will enhance the Issued, Subscribed and Paid-up Share Capital to
 Rs.1,004.4 million comprising of 263.7 million Equity Shares of Re. 1
 each and Cumulative Redeemable Preference Shares of Rs.100 each
 aggregrating to Rs.740.7 million. Your Company has redeemed 17,283,000
 Series - A Cumulative Redeemable Preference Shares of Rs.100 each held
 by Scottish & Newcastle India Limited on April 14, 2011.
 
 PROSPECTS
 
 Your Company achieved a sales volume growth of 6% during the frst six
 months of the current financial year and strengthened its market share
 further. Judging by this performance, the Company is set to maintain
 its position as the clear leader in the Indian beer market.
 
 The infusion of patented bottles is continuing, and we have seen a
 positive impact on prices of recycled patented bottles in the markets
 where the patented bottle pool has been established. Several smaller
 brewers have tried to use our bottles notwithstanding our patent, and
 we have used and will continue to use all legal means available to
 enforce our rights.
 
 In light of the high infation and increases in interest rates, fixed
 costs are expected to show a continued increase in the coming financial
 year.
 
 In view of the positive prospects, your Company is setting up Greenfeld
 Breweries in Patna (Bihar) and Nanjangud (Karnataka). These breweries
 are expected to be commissioned in the financial year ending March 31,
 2013. In addition your Company will continue to invest towards
 increasing capacity and upgradation of its existing breweries.
 
 Through these actions, your Directors are hopeful that your Company
 would achieve a sustained leadership position, grow ahead of the market
 and realize a structural improvement in profitability in the years to
 come.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 At United Breweries, we have a belief: No business can exist without
 impacting or being impacted by the environment it operates in. It is
 this belief that has led us to think beyond our business, beyond our
 breweries.
 
 We believe social initiatives are not sporadic acts of charity but that
 of partnership - where we always strive to give back to the environment
 and to society more than we receive. Social responsibility is
 integrated in the corporate philosophy of your Company and we have been
 able to positively impact the lives of the communities that we work in.
 In our approach to impact our immediate environment, we focus and
 concentrate on four areas of Corporate Social Responsibility: Water
 Management, Contract Farming, Primary health and welfare, and Primary
 education.
 
 Every initiative undertaken is long term and sustainable and addresses
 a specifc need of the local community. These are implemented and
 monitored in partnership with representatives of the community. Our
 teams work relentlessly to ensure that each of these meet the needs of
 the local people.
 
 WATER MANAGEMENT
 
 Water is an indispensable life giving, life sustaining and life saving
 element. Technological changes, rapid urbanization and population
 growth all have irreversible effects on water. Potable water is
 gradually becoming a scarce resource. Our industry has a significant
 dependence on water, both in terms of quantity and quality. Therefore,
 the need to conserve it is besides the social responsibility of UBL
 also for its own future. UBL realizes that providing safe drinking
 water as well as water for domestic purpose to the community would go a
 long way in fulflling a significant responsibility as corporate
 citizens. Towards these goals we have initiated following projects, in
 order to create the right positive impact.
 
 Our most important focus is to reduce the water requirement for the
 production of beer. In the past years, we have made a significant
 reduction in the usage of water, and we aim at achieve a world class
 effciency in water usage in the coming years. We have numerous
 initiatives in place that will help us drive this ambition.
 
 - The company is installing sophisticated equipment and is changing
 processes so as to reduce consumption of water and its disposal. This
 will in turn reduce need for acquisition of additional lands for waste
 water disposal.
 
 - As an environment initiative, your company has installed bottle
 washers incorporating latest technology at all units.
 
 - We have implemented rain water harvesting in the breweries of
 Rajasthan, Nelamangala, Palakkad, Chennai, Mangalore, both inside and
 outside the breweries.
 
 - Your company has also collaborated with several agricultural
 universities for cultivation of identifed crops with waste water from
 the Brewery being used for irrigation on a select basis.
 
 Your Company also provides clean drinking water to its neighbourhoods.
 Its water conservation and regeneration schemes are devised to provide
 a sustainable benefit to the community around breweries. This includes
 building and maintaining water tanks for providing clean drinking water
 in schools. For instance UBL has constructed underground pipelines and
 water storage facility in Srikakulam which serves almost 250 households
 and also an overhead tank (10,000 litres capacity) with distribution
 network in Nelamangala that caters to almost 600 families. The company
 also provides clean drinking water to the community of around 350
 people adjacent to Mangalore unit and drinking water on tap in the
 villages of Jogeshwari and Lavaki in Aurangabad and distributes potable
 water to villagers during summer in Orissa. Units in Ludhiana,
 Rajasthan, and Goa also serve clean drinking water in nearby schools.
 
 UBL''s industry leading role has been recognized when it received two
 prestigious Water Digest Water Awards in 2009-10 for Best Water
 Conserver - Wastewater Management Company as well as CSR Company for
 water practices.  These awards are supported and judged by UNESCO,
 PHDCCI and various Government of India agencies. This recognition
 reinforces the fact that UBL not only excels in delivering its business
 goals, but also fulflls its commitment towards society as a responsible
 corporate citizen.
 
 CONTRACT FARMING
 
 Your Company''s belief that social initiatives are more acts of
 partnership than philanthropy is best reiterated with its contract
 farming initiative with barley-cultivating farmers.
 
 Your Company, in association with the Directorate for Wheat Research,
 the Punjab Agricultural University and the University of Agricultural
 Sciences, Dharwad, has helped develop high-yield varieties of barley.
 Your Company is actively developing contract farming for barley. By
 entering into contracts with farmers, United Breweries has helped turn
 the tide for farmers, making them less dependent on the monsoon and
 traditional high-risk crops. What originated as an experiment on 500
 acres of land in 2003 has grown into 25,000 acres today, with United
 Breweries buying barley from its farmers at prices higher than
 government-supported prices. This, in turn, has provided over 4500
 farmers access to a consistently better quality of life.
 
 PRIMARY HEALTH
 
 We believe that the wellbeing of society starts with the good health of
 its people. From operating primary health care camps in the vicinity of
 our breweries in association with local governing bodies, to providing
 infrastructure to existing dispensaries and organising awareness
 programs, primary healthcare remains to be the centre of our focus
 area.
 
 From immunization drives and eye camps to frst-aid training and HIV &
 AIDS awareness programs, the objective of our initiatives is to foster
 good health and to make primary health care more accessible and
 affordable. For instance, the mobile medical service in Srikakulam in
 identifed villages treats hundreds of villagers on a weekly basis. In
 Nelamangala, more than 900 families today benefit from the health centre
 set up for them. The other activities include free check-up camps for
 the visually challenged in Kalyani, free consultation & medication in
 Goa, healthcare centres at Aurangabad, Rajasthan, Mumbai & Mangalore.
 
 PRIMARY EDUCATION
 
 United Breweries strongly believes in giving children the right to
 basic necessities and joys of childhood. From catering to their daily
 needs to facilitating their education, United Breweries Limited
 contributes towards the development of underprivileged children in its
 own humble, yet effective way.
 
 We are actively involved with primary level schools from distributing
 uniforms and organizing midday meals to providing vocational training
 to students with special needs. We also support needy students, provide
 them with nutritional supplements, in addition to supporting mid-day
 meal schemes. Modernization of education through teaching aids and
 academic tools are of top priority in our scheme of things. Efforts are
 also being made towards enrolling and retaining maximum number of girl
 students. Financial support to needy students of Palakkad (Kerala,
 India), maintenance of school premises in Ludhiana, mid-day meal
 schemes in Cherthala, providing teaching aids to schools in Goa,
 Dharuhera, Srikakulam, and gender based literacy initiatives in Goa,
 Dharuhera, and Srikakulam are some of our endeavors
 
 With the intention of nursing and providing a better foundation for
 tomorrow''s healthy, responsible and productive citizens, we have
 ensured that over 2500 students benefitted from our initiatives.
 
 INTERNAL CONTROL SYSTEM
 
 Your Company has established a robust system of internal controls to
 ensure that assets are safeguarded and transactions are appropriately
 authorized, recorded and reported. Internal Audit evaluates the
 functioning and quality of internal controls and provides assurance of
 its adequacy and effectiveness through periodic reporting. Your
 Company''s internal control systems are robust and are routinely tested
 and certified by statutory and internal auditors. The process adopted
 provides reasonable assurance regarding the effectiveness and effciency
 of operations, reliability of financial reporting and compliance with
 applicable laws and regulations.
 
 In order to continuously upgrade the internal control system, to be in
 line with international best practices and to ensure proper corporate
 governance, your Company has implemented risk assessment, control self
 assessment and legal compliance management. These have been updated
 during the year under review.
 
 The internal control system evaluates adequacy of segregation of duties
 and reliability of management information systems, including controls
 in the area of authorization procedures and steps for safeguarding
 assets. Planned periodic reviews are carried out for identifcation of
 control deficiencies and opportunities for bridging gaps with best
 practices along with formalization of action plans to minimize risks.
 
 Your Company believes that the overall internal control system is
 dynamic, and refects the current requirements at all times, hence
 ensuring that appropriate procedures and controls, in operating and
 monitoring practices are in place.
 
 Internal Audit reports to the Audit Committee and recommends control
 measures from time to time.
 
 HUMAN RESOURCES
 
 People continue to be the focal point of the organization''s
 development. Your Company believes in building a stimulating, conducive
 and transparent culture that drives high level of performance. For a
 high performance organization, it is imperative that it has right
 people in the right job equipped with the right set of skills. As such,
 the emphasis this year was in identifying and developing people
 capability to ensure that we not only maintain but accelerate our rate
 of growth and performance. With this intent, an in-depth evaluation of
 role requirement and the individual''s strengths was carried out. This
 was to ensure right deployment of people and also identify their
 developmental needs that will strengthen and consolidate our leadership
 pipeline. The organization also completed the succession planning
 exercise that has also enabled it to fill critical positions
 internally.
 
 We continued to significantly improve our performance in the areas of
 productivity and safety by means of focused initiatives. Your Company
 maintained harmonious employee relations during the year.
 
 As on March 31, 2011, the total employee strength at United Breweries
 Limited stands at 2315.
 
 Your Directors place on record their sincere appreciation to all
 employees for their contribution towards the continuous success of the
 organization.
 
 The Company has not offered any stock options to the Employees during
 the year 2010-11.
 
 SUBSIDIARY COMPANIES
 
 Maltex Malsters Limited is the only subsidiary in which your Company
 holds 51% of equity capital. A copy of Accounts of Maltex Malsters
 Limited will be provided on request to any member, on receipt of such
 request by the Company Secretary at the Registered office of the
 Company.
 
 The statement pursuant to Section 212 (1) (e) also forms part of this
 Annual Report.
 
 CONSOLIDATION
 
 As per the Listing Agreement, the Consolidated Accounts conforming to
 the applicable Accounting Standards are attached to this Annual Report.
 
 CASH FLOW STATEMENT
 
 A Cash Flow Statement for the year ended March 31, 2011 is appended.
 
 LISTING REQUIREMENTS
 
 Your Company''s Equity Shares are listed on the Bombay Stock Exchange
 Limited, National Stock Exchange of India Limited and the Bangalore
 Stock Exchange Limited. The listing fees have been paid to all the
 Stock Exchanges for the year 2011- 2012.
 
 14,496,683 Equity Shares issued and allotted to the shareholders of
 erstwhile Empee and MAPL as mentioned above during the year under
 review have also been listed on the aforesaid stock exchanges. 145,902
 Equity Shares have been allotted to the shareholders of erstwhile UB
 Nizam on November 14, 2011 which are pending listing. Upon amalgamation
 of CBPL and MBIL 9,004,731 Equity Shares are pending allotment to the
 eligible shareholders of respective Companies.
 
 DEPOSITORY SYSTEM
 
 The trading in the equity shares of your Company is under compulsory
 dematerialization mode. Your Company has entered into Agreement with
 National Securities Depository Limited and Central Depository Services
 (India) Limited in accordance with the provisions of the Depositories
 Act, 1996 and as per the directions issued by Securities and Exchange
 Board of India. As the depository system offers numerous advantages,
 members are requested to take advantage of the same and avail of the
 facility of dematerialisation of the Company''s shares.
 
 FIXED DEPOSITS
 
 There were no outstanding fixed deposits at the end of the previous
 financial year. The Company has not invited any Fixed Deposits during
 the year.
 
 ADDITIONAL STATUTORY INFORMATION
 
 The statement containing particulars of employees as required under
 Section 217 (2A) of the Companies Act, 1956 forms a part of this
 Directors'' Report and is annexed. Particulars required under Section
 217(1)(e) are also annexed.
 
 DIRECTORS
 
 The Board of Directors of your company comprises of twelve Directors,
 with a balanced combination of Independent and Promoter Directors. Mr.
 Hiemstra resigned from our Board on August 09, 2011. In his place, Mr.
 De Rond from Heineken has been appointed as a Non-executive and
 Promoter Director. The Board welcomes Mr. De Rond, and places on record
 its appreciation for the contributions of Mr. Hiemstra while on our
 Board.
 
 Mr. Chhaganlal Jain, Ms. Kiran Mazumdar Shaw and Mr. Madhav Bhatkuly
 retire by rotation at the ensuing Annual General Meeting and being
 eligible, offer themselves for re-appointment.
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to Section 217(2AA) of the Companies Act, 1956, your Board of
 Directors reports that:
 
 - in the preparation of the Annual Accounts, the applicable accounting
 standards have been followed along with proper explanation relating to
 material departures, if any.
 
 - accounting policies have been selected and applied consistently, and
 that the judgments and estimates made 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 of the Profit of the Company for that
 period.
 
 - proper and suffcient care have been taken for the maintenance of
 adequate accounting records in accordance with the provisions of the
 Companies Act, 1956, for safeguarding the assets of the Company and for
 preventing and detecting fraud and other irregularities.
 
 - the annual accounts have been prepared on a going concern basis.
 
 CORPORATE GOVERNANCE
 
 A Report on Corporate Governance forms part of this Report along with
 the Certifcate from the Company Secretary in Practice.
 
 AUDITORS AND AUDITORS'' REPORT
 
 M/s Price Waterhouse, Statutory Auditors hold office until the
 conclusion of the ensuing Annual General Meeting and are eligible for
 re-appointment.
 
 There are no qualifcations or adverse remarks in the Auditors'' Report
 which require any clarifcation or explanation.
 
 ACKNOWLEDGEMENT
 
 Your Directors wish to place on record their appreciation for the
 continued support received from shareholders, banks and financial
 institutions. Your Directors are also grateful to the Company''s
 business partners and customers for their continued support and
 patronage. Finally, your Directors wish to acknowledge the support and
 contribution on the part of all employees who constitute our most
 valuable asset.
 
                                        By Authority of the Board,
 
 November 23, 2011                  Kalyan Ganguly   Guido de Boer
 
 New Delhi                       Managing Director   Director, CFO