1.  We have audited the attached Balance Sheet of United Spirits
 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.  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 disqualified 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 the Auditors'' Report
 
 [Referred to in paragraph 3 of the Auditors'' Report of even date to the
 members of United Spirits 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 verified 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 verified by the Management during the year 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 held by a wholly owned
 subsidiary in respect of which physical verification is not feasible
 because of the nature of business of the Company, has been physically
 verified by the Management during the year.  In our opinion, the
 frequency of verification is reasonable.
 
 (b) In our opinion, read with our remarks in paragraph 2(a), 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 granted unsecured loans, to a Company covered
 in the register maintained under Section 301 of the Act. The maximum
 amount involved during the year and the year end balance of such loans
 aggregates to Rs. 2,796.086 Million and Rs. Nil, respectively.
 
 (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 the aforesaid loans, the parties are repaying the
 principal amounts as stipulated and are also regular in payment of
 interest, where applicable.
 
 (d) In respect of the aforesaid loans, there is no overdue amount more
 then Rupees One Lakh.
 
 (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.
 
 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.
 
 6.  In our opinion and according to the information and explanations
 given to us, the Company has complied with the provisions of Sections
 58A and 58AA or any other relevant provisions of the Act and the
 Companies (Acceptance of Deposits) Rules, 1975 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 on the Company in respect of the aforesaid
 deposits.
 
 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
 incometax, 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 terms and conditions of the guarantees given by the
 Company, for loans taken by others from banks or financial institutions
 during the year, are not prejudicial to the interest of the Company.
 
 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, there are no funds raised on a short-term
 basis which 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 as at year end.
 
 20.  The Company has not raised any money by public issues during the
 year.
 
 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 paragraph 9(b) of the Annexure to the Auditors'' report of
 even date to the members of United Spirits Limited]
 
                     Amount                     Forum where the dispute
 
 Name o the 
 Statute                    Period to which the 
                            amount relates
               (Rs. Million)                    is pending
 
 The Income-
 Tax Act, 1961      194.268  2002-03, 2003-04, 
                             2004-05, 2008-09   Commissioner of Income
                                                tax (Appeals)
 
                    251.261  1994-95, 2000-01, 
                             2001-02, 2003-04,  Income Tax Appellate 
                                                Tribunal
                             2004-05, 2005-06, 
                             2006-07, 2007-08
 
                      3.620  2004-05            Assessing Officer
 
 Central and 
 Respective State    68.870  1982-83, 1984-86, 
                             1988-89, 1989-90,  High Court
 
 Tax Acts                    1990-91, 1992-93, 
                             1995-96, 1996-97,
                             1997-98, 1999-00, 
                             2001-02, 2005-06
 
                     82.662  1985-86, 1987-88,
                             1993-94, 1994-95,  Appellate Tribunal
                             1995-96, 1996-97,
                             1997-98, 1997-01,
                             1998-99, 1999-00, 
                             2000-01
 
                      9.210  1999-00, 2000-01,
                             2001-02, 2002-03, 
                             2007-08            Joint Commissioner
 
                     18.056  1984-85, 1992-93, 
                             2002-03,           Deputy Commissioner
                             2005-07, 2007-08
 
                    200.780  1974-76, 1995-96,
                             1999-06, 2002-03   Assistant Commissioner
 
                      2.835  1993-94, 1995-96,
                             1997-98, 2004-05   Assessing Officer
 
                     54.980  1993-94,2004-05, 
                             2005-06, 2006-07   Appellate and Revisional
                                                board
                      5.579  2006-07, 2007-08   Additional Commissioner
 
 Respective State 
 Excise Acts          5.287  1971-72,1972-73,
                             1973-74,           Supreme Court
                             1977-78,1978-79,
                             1979-80,
                             1980-81,1981-82,
                             1981-2011
 
                    232.226  1963-64,1972-74, 
                             1983-84, 1986-87,  High Court
                             1988-91,1991-92, 
                             1992-93, 1993-94,
                             1996-97,1997-98, 
                             1998-99, 1999-00,
                             1998-01, 2000-01, 
                             2002-03, 2003-04,
                             2001-11, 2008-10
 
                     17.464  1995-96            Appellate Tribunal
 
                    265.254  1974-81, 1980-81,
                             1981-82, 1982-83,  Excise Commissioner
                             1983-84, 1983-85,
                             1984-85, 1985-86,
                             1985-87, 1986-87, 
                             1987-88, 1988-89,
                             1989-90, 1991-92, 
                             1991-96, 1993-94,
                             1993-95, 1995-96,
                             1995-98, 1998-99,
                             2001-02, 2002-03, 
                             2004-05, 2005-06
 
                      1.593  1986-87, 1992-99,
                             1992-99,1997-98    Excise Superintendent
                      1.701  1994-95            District Magistrate and
                                                Collector
 
                     12.170  1981-84            Chinsurah Court, Hooghly
 
                      8.311  1993-94            Additional District 
                                                Magistrate
 
                      0.081  1994-95            Collector
 
 The Central 
 Excise Act, 1944     6.000  1991-95,1995-98, 
                             2001-02            Supreme Court
 
                      0.534  1994-95            Commissioner of Central
                                                Excise
 
                     25.635  1989-97,1996-97, 
                             2004-05            High Court
 
                      0.481  1995-96            Assistant Commissioner 
                                                of Customs 
 
 
                                                For Price Waterhouse
 
                                   Firm Registration Number: 007568S
 
                                               Chartered Accountants
 
                                                   Usha A. Narayanan
 
 New Delhi                                                   Partner
 
 August 3, 2011                             Membership Number: 23997