1. We have audited the accompanying standalone
financial statements of Sula Vineyards Limited (‘the
Company'), which comprise the Standalone Balance
Sheet as at 31 March 2026, the Standalone Statement
of Profit and Loss (including Other Comprehensive
Income), the Standalone Statement of Cash Flow
and the Standalone Statement of Changes in
Equity for the year then ended, and notes to the
standalone financial statements, including material
accounting policy information and other explanatory
information.

2. In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give
the information required by the Companies Act,
2013 (‘the Act') in the manner so required and give
a true and fair view in conformity with the Indian
Accounting Standards (‘Ind AS') specified under
Section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and other
accounting principles generally accepted in India, of
the state of affairs of the Company as at 31 March
2026, and its profit (including other comprehensive
income), its cash flows and the changes in equity for
the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing specified under Section
143(10) of the Act. Our responsibilities under those
standards are further described in the Auditor's
Responsibilities for the Audit of the Standalone
Financial Statements Section of our report. We are
independent of the Company in accordance with the
Code of Ethics issued by the Institute of Chartered
Accountants of India (‘ICAI') together with the
ethical requirements that are relevant to our audit
of the standalone financial statements under the
provisions of the Act and the rules thereunder, and
we have fulfilled our other ethical responsibilities in
accordance with these requirements and the Code
of Ethics. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a
basis for our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our
professional judgment, were of most significance in
our audit of the standalone financial statements of
the current period. These matters were addressed in
the context of our audit of the standalone financial
statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion
on these matters.

5. We have determined the matters described below
to be the key audit matters to be communicated in
our report.

Information other than the Standalone Financial

Statements and Auditor's Report thereon

6. The Company's Board of Directors are responsible
for the other information. The other information
comprises the information included in the Director's
Report, but does not include the standalone financial
statements and our auditor's report thereon.

Our opinion on the standalone financial statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information and, in doing so, consider whether
the other information is materially inconsistent
with the standalone financial statements or our
knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we
are required to report that fact. We have nothing to
report in this regard.

Responsibilities of Management and Those Charged

with Governance for the Standalone Financial

Statements

7. The accompanying standalone financial statements have
been approved by the Company's Board of Directors.
The Company's Board of Directors are responsible for the
matters stated in Section 134(5) of the Act with respect
to the preparation and presentation of these standalone
financial statements that give a true and fair view of the
financial position, financial performance including other
comprehensive income, changes in equity and cash flows
of the Company in accordance with the Ind AS specified
under Section 133 of the Act and other accounting
principles generally accepted in India. This responsibility
also includes maintenance of adequate accounting
records in accordance with the provisions of the Act
for safeguarding of the assets of the Company and for
preventing and detecting frauds and other irregularities;
selection and application of appropriate accounting
policies; making judgments and estimates that are
reasonable and prudent; and design, implementation and
maintenance of adequate internal financial controls, that
were operating effectively for ensuring the accuracy and
completeness of the accounting records, relevant to the
preparation and presentation of the financial statements
that give a true and fair view and are free from material
misstatement, whether due to fraud or error.

8. In preparing the standalone financial statements,
the Board of Directors is responsible for assessing
the Company's ability to continue as a going
concern, disclosing, as applicable, matters related
to going concern and using the going concern
basis of accounting unless the Board of Directors
either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do
so.

9. The Board of Directors is also responsible for
overseeing the Company's financial reporting
process.

Auditor's Responsibilities for the Audit of the

Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements
as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's
report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance
with Standards on Auditing will always detect a
material misstatement when it exists. Misstatements
can arise from fraud or error and are considered
material if, individually or in the aggregate, they
could reasonably be expected to influence the
economic decisions of users taken on the basis of
these standalone financial statements.

11. As part of an audit in accordance with Standards on
Auditing, specified under Section 143(10) of the Act
we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error,
design and perform audit procedures responsive
to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control;

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under Section 143(3)(i) of the
Act we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference to
financial statements in place and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by management;

• Conclude on the appropriateness of Board of
Directors' use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company's ability to
continue as a going concern. If we conclude that

a material uncertainty exists, we are required
to draw attention in our auditor's report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date
of our auditor's report. However, future events
or conditions may cause the Company to cease
to continue as a going concern; and

• Evaluate the overall presentation, structure and
content of the standalone financial statements,
including the disclosures, and whether the
standalone financial statements represent the
underlying transactions and events in a manner
that achieves fair presentation.

12. We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies
in internal control that we identify during our audit.

13. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

14. From the matters communicated with those
charged with governance, we determine those
matters that were of most significance in the audit
of the standalone financial statements of the current
period and are therefore the key audit matters. We
describe these matters in our auditor's report unless
law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances,
we determine that a matter should not be
communicated in our report because the adverse
consequences of doing so would reasonably be
expected to outweigh the public interest benefits of
such communication.

Report on Other Legal and Regulatory Requirements

15. As required by Section 197(16) of the Act, based
on our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid
down under Section 197 read with Schedule V to the
Act.

16. As required by the Companies (Auditor's Report)
Order, 2020 (‘the Order') issued by the Central
Government of India in terms of Section 143(11) of
the Act we give in the Annexure I, a statement on the
matters specified in paragraphs 3 and 4 of the Order,
to the extent applicable.

17. Further to our comments in Annexure I, as required
by Section 143(3) of the Act based on our audit, we

report, to the extent applicable, that:

a. We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit of the accompanying
standalone financial statements;

b. Except for the matters stated in paragraph
17(h)(vi) below on reporting under Rule 11(g)
of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion, proper books
of account as required by law have been kept
by the Company so far as it appears from our
examination of those books;

c. The standalone financial statements dealt with
by this report are in agreement with the books
of account;

d. In our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
Section 133 of the Act;

e. On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 March 2026 from being
appointed as a director in terms of Section
164(2) of the Act;

f. The qualification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 17(b) above
on reporting under Section 143(3)(b) of the Act
and paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended);

g. With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 March
2026 and the operating effectiveness of such
controls, refer to our separate report in Annexure
II wherein we have expressed an unmodified
opinion; and

h. With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company, as detailed in Note 32(A) to the
standalone financial statements, has disclosed
the impact of pending litigations on its financial
position as at 31 March 2026;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 March 2026;

iii. There were no amounts which were required to
be transferred to the Investor Education and
Protection Fund by the Company during the year
ended 31 March 2026;

iv. a. The management has represented that, to
the best of its knowledge and belief as disclosed
in Note 49(v) to the standalone financial
statements, no funds have been advanced or
loaned or invested (either from borrowed funds
or securities premium or any other sources or
kind of funds) by the Company to or in any
person(s) or entity(ies), including foreign entities
(‘the intermediaries'), with the understanding,
whether recorded in writing or otherwise, that
the intermediary shall, whether, directly or
indirectly lend or invest in other persons or
entities identified in any manner whatsoever
by or on behalf of the Company (‘the Ultimate
Beneficiaries') or provide any guarantee, security
or the like on behalf of the Ultimate Beneficiaries;

b. The management has represented that, to
the best of its knowledge and belief as disclosed
in Note 49(vi) to the standalone financial
statements, no funds have been received by
the Company from any person(s) or entity(ies),
including foreign entities (‘the Funding Parties'),
with the understanding, whether recorded in
writing or otherwise, that the Company shall,
whether directly or indirectly, lend or invest in
other persons or entities identified in any manner
whatsoever by or on behalf of the Funding
Party (‘Ultimate Beneficiaries') or provide any
guarantee, security or the like on behalf of the
Ultimate Beneficiaries; and

c. Based on such audit procedures performed
as considered reasonable and appropriate in
the circumstances, nothing has come to our
notice that has caused us to believe that the
management representations under sub¬
clauses (a) and (b) above contain any material
misstatement.

v. The final dividend paid by the Company during
the year ended 31 March 2026 in respect of such
dividend declared for the previous year is in
accordance with Section 123 of the Act to the
extent it applies to payment of dividend. Further,
as stated in Note 39 to the accompanying
standalone financial statements, the Board of
Directors of the Company have proposed final
dividend for the year ended 31 March 2026 which
is subject to the approval of the members at the
ensuing Annual General Meeting. The dividend
declared is in accordance with Section 123 of
the Act to the extent it applies to declaration of
dividend.

vi. As stated in Note 48 to the standalone financial

statements and based on our examination which
included test checks, except for the instances
mentioned below, the Company, in respect
of financial year commencing on 1 April 2025,
has used accounting softwares for maintaining
its books of account which have a feature of
recording audit trail (edit log) facility and the
same have been operated throughout the year
for all relevant transactions recorded in the
softwares. Further, during the course of our audit
we did not come across any instance of audit trail
feature being tampered with. Furthermore, the
audit trail has been preserved by the Company
as per the statutory requirements for record
retention from the date the audit trail was
enabled for the accounting softwares:

a. The accounting software used by the Company
for maintenance of all accounting records is
operated by a third-party software service
provider. In the absence of any information on
existence of audit trail (edit logs) for any direct
changes made at the database level in the
‘Independent Service Auditor's Assurance Report
on the Description of Controls, their Design and
Operating Effectiveness' (‘Type 2 report' issued in
accordance with ISAE 3402, Assurance Reports on
Controls at a Service Organization), we are unable
to comment on whether audit trail feature with
respect to the database of the said software was
enabled and operated throughout the period.

b. The accounting software used by the Company
for maintenance of sales records relating to
wine tourism (resort operations) did not have a
feature of recording audit trail (edit log) facility
during the period as stated in Note 48(b) to the
standalone financial statements. Further, during
the current year, the Company has migrated
to a new accounting software operated by a
third party software service provider. However,
in the absence of any information on existence
of audit trail (edit logs) for any direct changes
made at the database level in the ‘Independent
Service Auditor's Assurance Report on the
Description of Controls, their Design and
Operating Effectiveness' (‘Type 2 report'
issued in accordance with American Institute of
Certified Public Accountants (AICPA) Statement
on Standards for Attestation Engagements
No. 18, Attestation Standards: Clarification and
Recodification (SSAE 18)), we are unable to
comment on whether audit trail feature with
respect to the database of the said software was
enabled and operated throughout the period..

c. The accounting software used by the
Company for maintenance of sales records for
the wine tourism (other than resort operations)
is operated by a third party software service
provider. In absence of an ‘Independent Service

Auditor's Assurance Report on the Description of Controls, their Design and Operating Effectiveness' (‘Type
2 report' issued in accordance with SAE 3402, Assurance Reports on Controls at a Service Organization), we
are unable to comment if the audit trail feature at the database level of the said software was enabled and
operated throughout the period for all relevant transactions.

For Walker Chandiok & Co LLP

Chartered Accountants

Firm's Registration No.: 001076N/N500013

Rohan Jain

Partner

Membership No.: 139536
UDIN: 26139536HZBITI5377

Place: Mumbai
Date: 6 May 2026