1.  We have audited the attached Balance Sheet of United Spirits
 Limited, (the ''Company'') as at March 31, 2012, and also the Statement
 of Profit and Loss and the Cash Flow Statement for the year ended on
 that date, annexed thereto (collectively referred as the ''financial
 statements''). 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 (the
 ''Order'')(as amended), issued by the Central Government of India in
 terms of sub-section (4A) of Section 227 of the Companies Act, 1956
 (the ''Act''), we enclose in the Annexure a statement on the matters
 specified in paragraphs 4 and 5 of the Order.
 
 4.  Further to our comments in the Annexure referred to 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 financial statements dealt with by this report are in agreement
 with the books of account;
 
 (d) On the basis of written representations received from the
 directors, as on March 31, 2012 and taken on record by the Board of
 Directors, none of the directors is disqualified as on March 31, 2012
 from being appointed as a director in terms of clause (g) of
 sub-section (1) of Section 274 of the Act;
 
 (e) In our opinion and to the best of our information and according to
 the explanations given to us, the financial statements dealt with by
 this report comply with the accounting standards referred to in
 sub-section (3C) of Section 211 of the Act and give the information
 required by the Act, in the manner so required and give a true and fair
 view in conformity with the accounting principles generally accepted in
 India, in the case of:
 
 (i) the Balance Sheet, of the state of affairs of the Company as at
 March 31, 2012;
 
 (ii) the Statement of Profit and Loss, of the profit for the year ended
 on that date; and
 
 (iii) the Cash Flow Statement, of the cash flows for the year ended on
 that date.
 
 Annexure to the Auditors'' Report of even date to the members of United
 Spirits Limited, on the fnancial statements for the year ended 31 March
 2012.
 
 Based on the audit procedures performed for the purpose of reporting a
 true and fair view on the financial statements of the Company and
 taking into consideration the information and explanations given to us
 and the books of account and other records examined by us in the normal
 course of audit, we report that:
 
 (i) (a) The Company has maintained proper records showing full
 particulars, including quantitative details and situation of fixed
 assets.
 
 (b) The Company has a regular programme of physical verification of its
 fixed assets under which fixed assets are verified in a phased manner
 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.
 No material discrepancies were noticed on such verification.
 
 (c) In our opinion, a substantial part of fixed assets has not been
 disposed off during the year.
 
 (ii) (a) The managementhasconducted physical verification of inventory
 at reasonable intervals during the year, except goods-in-transit.
 
 (b) 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) The Company is maintaining proper records of inventory and no
 material discrepancies were noticed on physical verification.
 
 (iii) (a) The Company has granted unsecured loans to one party covered
 in the register maintained under Section 301 of the Act. The maximum
 amount outstanding during the year is Rs. 1,129.700 Million and the
 year-end balance is Rs. 180 Million.
 
 (b) In our opinion, the rate of interest and other terms and conditions
 of such loans are not, prima facie, prejudicial to the interest of the
 Company.
 
 (c) In respect of loans granted, receipt of the principal amount and
 interest is regular.
 
 (d) There is no overdue amount in respect of loans granted to such
 companies, firms or other parties.
 
 e) The Company has not taken any loans, secured or unsecured from
 companies, firms or other parties covered in the register maintained
 under Section 301 of the Act. Accordingly, the provisions of clauses
 4(iii)(f) and 4(iii)(g) of the Order are not applicable.
 
 (iv) In our opinion, 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 and fixed assets and for the
 sale of goods and services.  During the course of our audit, no major
 weakness has been noticed in the internal control system in respect of
 these areas.
 
 (v) (a) In our opinion, the particulars of all contracts or
 arrangements that need to be entered into the register maintained under
 Section 301 of the Act have been so entered.
 
 (b) In our opinion, 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 prevailing market prices at the
 relevant time.
 
 (vi) In our opinion, the Company has complied with the directives
 issued by the Reserve Bank of India, the provisions of Sections 58A and
 58AA and other relevant provisions of the Act and the Companies
 (Acceptance of Deposits) Rules, 1975 as applicable with regard to the
 deposits accepted from the public. According to the information and
 explanations given to us, no order has been passed by the Company Law
 Board or National Company Law Tribunal or Reserve Bank of India or any
 Court or any other Tribunal, in this regard.
 
 (vii) In our opinion, the Company has an internal audit system
 commensurate with its size and the nature of its business
 
 (viii)To the best of our knowledge and belief, the Central Government
 has not prescribed maintenance of cost records under clause (d) of
 sub-section (1) of Section 209 of the Act, in respect of Company''s
 products/ services.  Accordingly, the provisions of clause 4(viii) of
 the Order are not applicable.
 
 (ix) (a) Undisputed statutory dues including provident fund, investor
 education and protection fund, employees'' state insurance, income-tax,
 sales-tax, wealth-tax, service-tax, custom duty, excise duty, cess and
 other material statutory dues, as applicable, have generally been
 regularly deposited with the appropriate authorities. No undisputed
 amounts payable in respect thereof were outstanding at the year-end for
 a period of more than six months from the date they became payable.
 
 (b) The dues outstanding in respect of sales-tax, income- tax, custom
 duty, wealth-tax, excise duty, cess on account of any dispute, are
 given in Appendix 1.
 
 (x) In our opinion, the Company has no accumulated losses at the end of
 the financial year and it has not incurred cash losses in the current
 and the immediately preceding financial year.
 
 (xi) In our opinion, the Company has not defaulted in repayment of dues
 to any financial institution nor did it have any debentures outstanding
 during the year. In respect of dues to banks, their acceptance of the
 Company''s application for reschedulement of certain amounts originally
 due on March 30 and March 31, 2012 totalling to an amount of Rs.
 1,058.500 Million, was received subsequent to the year end and hence
 the amount is outstanding.
 
 (xii) The Company has not granted any loans and advances on the basis
 of security by way of pledge of shares, debentures and other
 securities. Accordingly, the provisions of clause 4(xii) of the Order
 are not applicable.
 
 (xiii) In our opinion, the Company is not a chit fund or a nidhi/
 mutual benefit fund/ society. Accordingly, the provisions of clause
 4(xiii) of the Order are not applicable.
 
 (xiv) In our opinion, the Company is not dealing or trading in shares,
 securities, debentures and other investments.  Accordingly, the
 provisions of clause 4(xiv) of the Order are not applicable.
 
 (xv) In our opinion, the terms and conditions on which the Company has
 given guarantee for loans taken by others from banks or financial
 institutions are not, prima facie, prejudicial to the interest of the
 Company.
 
 (xvi) In our opinion, the Company has applied the term loans for the
 purpose for which these loans were obtained.
 
 (xvii) In our opinion, no funds raised on short-term basis have been
 used for long-term investment.
 
 (xviii) During the year, the Company has not made any preferential
 allotment of shares to parties or companies covered in the register
 maintained under Section 301 of the Act. Accordingly, the provisions of
 clause 4(xviii) of the Order are not applicable.
 
 (xix) The Company has neither issued nor had any outstanding debentures
 during the year. Accordingly, the provisions of clause 4(xix) of the
 Order are not applicable.
 
 (xx) The Company has not raised any money by public issues during the
 year. Accordingly, the provisions of clause 4(xx) of the Order are not
 applicable.
 
 (xxi) No fraud on or by the Company has been noticed or reported during
 the period covered by our audit.
 
 Referred to paragraph ix(b) of the Annexure to the Auditors'' report of
 even date to the members of United Spirits Limited, on the fnancial
 statements for the year ended March 31, 2012.
 
 Name of the      Demand      Payment    Period for which the amount
                                              relates
 statute       (Rs. Million)  (Rs. 
                               Million)
 
 The Income-tax   11.685      11.685     Assessment years 1992-93, 
                                         1993-94, 1994-95, 1995-96,
 Act, 1961                               1996-97
 
                 468.252     434.539     Assessment years 1994-95,
                                         1995-96, 2000-01, 2001-02,
                                         2002-03, 2003-04, 2006-07,
                                         2007-08
 
                 569.880     567.057     Assessment years 1991-92,
                                         1992-93, 1995-96, 2002-03,
                                         2003-04, 2004-05, 2005-06,
                                         2008-09, 2009-10
 
                   3.620       -         Assessment year 2004-05
 
 Central and      84.823      95.178     1981-82,1982-83,1983-84,1984-85
 Respective       87.724      27.992     1978-81,1980-81,1981-82,1982
                                         -83,1984-86,1988-89,
 State Sales Tax                         1989-90, 1990-91, 1992-93, 
                                         1995-96, 1996-97, 1997-98,
 Acts                                    1999-00, 2001-02, 2002-03, 
                                         2003-08, 2005-06
 
                 150.058       98.255    1978-81, 1980-81, 1981-82,
                                         1982-83, 1983-84, 1984-85,
                                         1985-86, 1986-90, 1987-88,
                                         1989-90, 1989-96, 1990-91,
                                         1991-92, 1991-93, 1992-93,
                                         1992-95, 1993-94, 1994-95,
                                         1995-96, 1996-97, 1997-01,
                                         1997-98, 1998-99, 1999-00,
                                         2000-01, 2004-05, 2007-08
 
                 215.451       217.930   1999-00, 2000-01, 2001-02,
                                         2002-03, 2004-05, 2005-06,
                                         2006-07, 2007-08, 2008-09,
                                         2009-10
 
                  53.690        42.671   1976-77, 1977-78, 1978-79, 
                                         1979-80, 1984-85, 1985-86,
                                         1992-93, 2002-03, 2003-04,
                                         2005-07, 2007-08, 2008-09,
                                         2009-10, 2011-12
 
                 221.981        20.877   1974-76, 1982-83, 1995-96, 
                                         1996-97, 1998-99, 1999-06,
                                         2002-03, 2003-04, 2008-09
 
                   8.612         6.604   1974-75, 1975-76, 1983-84, 
                                         1993-94, 1995-96, 1997-98,
                                         1999-00, 2000-01, 2002-03,
                                         2003-04, 2004-05
 
                  54.980          -      1993-94,2004-05,2005-06,2006-07
 
                  13.723         0.544   1993-94,2004-05,2005-06,2006-07
 
 Respective       46.778          -      1971-72,1991-95,1995-98,2001-
                                         02,2009-10
 State Excise    174.766        75.140   1963-64,1972-74,1983-84,1986-
                                         87,1988-91,1989-90,
 Acts                                    1990-92, 1991-92, 1991-94, 
                                         1992-93, 1993-94, 1996-11,
                                         1998-01, 1999-00, 2000-11, 
                                         2001-02, 2001-11, 2002-03,
                                         2003-04, 2005-06, 2007-08,
                                         2008-11, 2010-11
 
                  17.464          -      1995-96
 
                 269.808         1.283   1974-81, 1980-81, 1981-82, 
                                         1982-83, 1983-84, 1983-85,
                                         1984-85, 1985-86, 1985-87,
                                         1986-87, 1987-88, 1987-89,
                                         1988-89, 1989-90, 1991-92,
                                         1991-96, 1993-94, 1993-95,
                                         1995-96, 1995-98, 1998-99, 
                                         2001-02, 2002-03, 2003-04,
                                         2004-05, 2004-05, 2005-06
 
                   1.593           -     1986-87, 1992-93, 1992-99,  
                                         1997-98
 
                   1.701           -     1994-95
 
                  12.170           -     1981-84
 
                   8.311           -     1993-94
 
                   0.081           -     1994-95
 
 The Central       6.000           -     1991-95,1995-98,2001-02
 Excise Act, 1944
 
                  25.635           -     1989-97,1996-97,2004-05
 
                   0.534           -     1995-95,1995-96,2004-05
 
                   0.481           -     1995-96
 
 
 Name of the Statue               Forum where dispute is
                                        pending
 
 The Income-tax
 Act, 1961                        Supreme Court
 
                                  Income Tax Appellate Tribunal
 
                                  Commissioner of Income Tax
                                  (Appeals)
 
                                  Assessing Officer
 
 Central and
 Respective
 State Sales Tax
 Acts                             Supreme Court
 
                                  High Court''s
 
                                  Appellate Tribunal
 
                                  Joint Commissioner
 
                                  Deputy Commissioner
 
                                  Assistant Commissioner
 
                                  Assesing Officer
 
                                  Appellate and Revisional board
 
                                  Additional Commissioner
 Respective
 State Excise
 Acts                             Supreme Court
                                  High Court''s
 
                                  Appellate Tribunal
 
                                  Excise Commissioner
 
                                  Excise Superintendent 
 
                                  District Magistrate and Collector
 
                                  Chinsurah Court, Hooghly
 
                                  Additional District Magistrate
 
                                  Collector
 
 The Central
 Excise Act, 1944                 Supreme Court
 
                                  High Court''s
 
                                  Commissioner of Central excise
 
                                  Assistant commissioner of Customs
 
 * The annexure does not include cases where the respective authorities
 have appealed against orders in favour of the Company.
 
 
                                           For Walker, Chandiok & Co
 
                                               Chartered Accountants
                                       Firm Registration No: 001076N
 
                                             per Aashish Arjun Singh
 
 Place : Mumbai                                              Partner
 
 Date : May 29, 2012                           Membership No. 210122