1.  We have audited the attached Balance Sheet of United Breweries
 (Holdings) Limited, Bangalore, as at 31st March 2011, the Profit and
 Loss Account and also the Cash Flow Statement for the year ended on
 that date, annexed thereto.  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 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 the 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 issued
 by the Government of India in terms of sub- section (4A) of Section 227
 of the Companies Act, 1956 (1 of 1956), we enclose in the Annexure a
 statement on the matters specified in paragraphs 4 and 5 of the said
 order.
 
 4.  We draw attention, without qualifying our report, to Note No 8(d)
 in Schedule 12 regarding diminution in the carrying value of certain
 long term investments, Note No. 11 in Schedule 12 regarding possible
 protracted delay in recovery of unsecured advances to subsidiaries
 amounting to Rs. 19,236.010 million and Note No. 15 in Schedule 12
 regarding company''s exposure to guarantees given on behalf of a major
 subsidiary.
 
 5.  Further to our comments in the annexure referred to above, we
 report that:
 
 i we have obtained all the information and explanations, which to the
 best of our knowledge and belief were necessary for the purpose of our
 audit;
 
 ii 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;
 
 iii the Balance Sheet, Profit and Loss Account and Cash Flow Statement
 dealt with by this report are in agreement with the books of account;
 
 iv 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
 Companies Act, 1956;
 
 v on the basis of written representations received from the directors
 and taken on record by the Board of Directors, we report that none of
 the directors is disqualified as on 31-03-2011 from being appointed as
 a director in terms of clause (g) of sub-section (1) of section 274 of
 the Companies Act, 1956; and
 
 vi in our opinion and to the best of our information and according to
 the explanations given to us, the said accounts, read together with the
 notes thereon, give the information required by the Companies Act,
 1956, in the manner so required and give a true and fair view in
 conformity with accounting principles generally accepted in India;
 
 (a) in the case of the Balance Sheet, of the state of affairs of the
 Company as at 31-03-2011;
 
 (b) in the case of the Profit and Loss account, of the profit for the
 year ended on that date; and
 
 (c) in the case of the Cash Flow Statement, of the cash flows for the
 year ended on that date.
 
 Annexure to the Auditor''s Report
 (Referred to in paragraph 3 of our report of even date)
 Re: United Breweries (Holdings) Limited
 
 (i) (a) The company has maintained proper records showing full
 particulars including quantitative details and situation of its fixed
 assets.
 
 (b) Most of the assets have been physically verified by the management
 during the year. Some of the assets have not been verified. However,
 there is a regular programme of physical verification whereunder, every
 asset gets verified atleast once every three years. In our opinion,
 such verification is reasonable having regard to the size of the
 company and the nature of its assets. Discrepancies noticed on
 verification during the year have been properly dealt with in the books
 of account.
 
 (c) During the year, the company has disposed off a portion of its land
 and building. In our opinion, this transaction has not affected the
 going concern status of the company.
 
 (ii) (a) As explained to us, the inventory has been physically verified
 during the year by the management. In our opinion, the frequency of
 such verification is reasonable.
 
 (b) In our opinion and according to the information and explanations
 given to us, the procedures of physical verification of inventories
 followed by the management are reasonable and adequate in relation to
 the size of the company and nature of its business.
 
 (c) In our opinion and according to the information and explanations
 given to us, the company is maintaining proper records of its
 inventory. The discrepancies noticed on physical verification of
 inventory have been properly dealt with in the books of account. ''
 
 (iii) (a) According to the information and explanations given to us,
 the company has granted unsecured loans to parties covered in the
 register maintained under section 301 of the Companies Act, 1956.
 Maximum amount involved during the year is Rs. 5,766.800 million. The
 amount of such loans outstanding as at 31-3-2011 is Rs. 452.554
 million. In our opinion, the rate of interest and other terms and
 conditions of loans given by the company are prima facie not
 prejudicial to the interest of the company. The repayments of the dues
 are in accordance with terms and conditions stipulated.
 
 (b) According to the information and explanations given to us, the
 company has taken unsecured loans from parties covered in the register
 maintained under section 301 of the Companies Act, 1956. Maximum amount
 involved during the year is Rs. 6,747.055 million. The amount of loans
 outstanding as at 31-3-2011 is Rs. 3,950.970 million.  In our opinion,
 the rate of interest and other terms and conditions of loans taken by
 the company are prima facie not prejudicial to the interest of the
 company. The repayments of the dues are in accordance with terms and
 conditions stipulated.
 
 (iv) In our opinion and according to the information and explanations
 given to us, there exists in the company an adequate internal control
 system commensurate with the size of the company and the nature of its
 business with regard to purchases of inventory, fixed assets and with
 regard to sale of goods and services.  During the course of our audit,
 we have not observed any continuing failure to correct major weaknesses
 in the internal control system of the company.
 
 (v) (a) In our opinion and according to the information and
 explanations given to us, the particulars of all contracts or
 arrangements that need to be entered into the register maintained under
 section 301 of the Companies Act, 1956 have been so entered.
 
 (b) In our opinion and according to the information and explanation
 given to us, the transactions made in pursuance of contracts or
 arrangements entered in the register maintained under section 301 of
 the Companies Act, 1956 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.
 
 (vi) In our opinion and according to the information and explanations
 given to us, the company has complied with the provisions of section
 58A and 58AA and other relevant provisions of the Companies Act, 1956
 and the Companies (Acceptance of Deposits) Rules, 1975 with regard to
 the deposits accepted from the public. No order has been passed by the
 Company Law Board or Reserve Bank of India or any Court or any other
 Tribunal in relation to the deposits accepted by the company.
 
 (vii) In our opinion and according to the information and explanations
 given to us, the company has an internal audit system commensurate with
 the size and nature of its business.
 
 (viii) In our opinion and according to the information and explanations
 given to us the provisions of section 209(1)(d) of the Companies Act,
 1956 with regard to maintenance of cost records are not applicable to
 the company.
 
 (ix) (a) In our opinion and according to the information and
 explanations given to us, the company is generally regular in
 depositing with appropriate authorities undisputed statutory dues
 including dues in respect of provident fund, investor education
 protection fund, employees state insurance, income tax, sales tax,
 wealth tax and other material statutory dues except service tax
 amounting to Rs. 22.153 million (including an amount of Rs. 11.591
 
 
                                                For Vishnu Ram & Co., 
 
                                               Chartered Accountants,
 
                                                    (S. Vishnumurthy)
 
                                                         Proprietor. 
 Mumbai                                          Membership No.22715
 
 August 25, 2011                       Firm Registration No. 004742S