Sula Vineyards Ltd Directors Report

Dear Shareholders,

Your Board of Directors ("Board") present their Twenty Third (23rd) Annual Report of Sula Vineyards Limited ("the
Company") together with the Audited Financial Statements of the Company for the Financial Year ended 31st March, 2026.

1. Key Financial Highlights (Standalone and Consolidated)

The Companys financial performance for the financial year ended 31st March, 2026 is as summarized below:

(in Rs. in Crores)

	Consolidated		Standalone
Particulars	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	596.19	619.38	500.44	526.87
Other Income	4.33	3.93	6.26	6.85
Total Income	600.52	623.31	506.70	533.72
Earnings Before Interest, Depreciation, Tax, Amortisation and exceptional item	107.77	153.00	71.65	102.39
Finance Charges	31.39	2967	25.66	25.57
Provision for Depreciation	39.17	34.99	30.17	28.92
Exceptional item	1.82	0	8.11	0
Profit before tax	35.39	88.34	7.71	47.90
Provision for Tax	9.74	18.14	4.61	14.50
Profit after tax	25.65	70.20	3.10	33.40
Other Comprehensive lncome/(Loss)	1.94	0.10	1.77	0.17
Total Comprehensive lncome/(Loss)	27.59	70.30	4.87	33.57
Balance of Profit brought forward	239.35	207.03	227.89	232.30
Balance available for appropriation	266.94	277.33	232.76	265.87
Dividend paid on Equity Shares	(30.39)	(37.98)	(30.39)	(37.98)
Surplus carried to Balance Sheet	236.55	239.35	202.37	227.89

No material changes and commitments have occurred after the closure of the financial year under review to which the
financial statements relate till the date of this report which would affect the financial position of the Company.

2. Business Performance & State of Company Affairs
Financial Overview

FY26 was a challenging year for both Sula and the
broader Indian wine industry. Performance was
impacted by weakness in Own Brands amid the
continued demand softness that began in FY25,
along with certain transient regional disruptions and
one-time factors. These included a temporary route-
to-market disruption in Telangana, our third-largest
market, during H1; a one-time tactical destocking in
Karnataka; and the high base effect of a one-time
WIPS unwinding gain of Rs. 10.4 crore recorded in the
prior year. As a result, FY26 revenue stood at Rs. 596.2
crore, reflecting a decline of 3.7% YoY compared to Rs.
619.4 crore in FY25.

Importantly, excluding these temporary disruptions
and one-time impacts, underlying revenue growth
remained positive on a YoY basis. With these
transient headwinds now largely behind us, Sula is
well positioned going ahead. In Q4 FY26, the business
showed progressive recovery, returning to growth with
sales increasing by 71% YoY.

The subdued sales performance had a disproportionate
impact on profitability due to operating deleverage.
Operating EBITDA declined by 30.6% YoY to Rs. 103.44
Crore in FY26, with margins contracting by 672 BPS
YoY to 17.35% compared to 24.07% in FY25. Similarly,
Profit After Tax (PAT) declined by 63.5% YoY to Rs.
25.65 Crore, with PAT margins compressing by 699 BPS
to 4.27% versus 11.26% in FY25.

That said, FY26 marked the trough in terms of both
revenue and profitability, with a recovery expected
ahead. Strategic actions taken by the Company to
reduce operating expenses reflected in Q4 FY26
performance, which positions the company well
heading into FY27.

Our Balance Sheet remains healthy with Net Debt /
EBITDA below 3x. We have reduced our debt to Rs. 294
Crore as of 31st March, 26 versus Rs. 297 Crore last year,
and our Credit Rating stands at A+ by ICRA.

Own Brands Performance

Following a phase of strong double-digit growth during
the post-Covid years (FY21-FY24), our Own Brands
business entered a period of temporary slowdown in
FY25 and FY26, in line with broader industry trends.
FY26, in particular, was impacted by continued demand
softness, a temporary route-to-market disruption in
Telangana during H1, a one-time tactical destocking in
Karnataka, our second-largest market-in Q3, and the
high base effect of a one-time WIPS unwinding gain of
Rs. 10.4 crore recorded in FY25. Against this backdrop,
Own Brands sales declined 6.4% YoY to Rs. 511.1 crore in
FY26, compared to Rs. 546.2 crore in FY25.

That said, with the transient disruptions largely behind
and the demand backdrop improving across key
markets, Own Brands returned to growth with 7% YoY
increase in sales in Q4 FY26. With this recovery, there
is improved outlook for the Own Brands business
heading into FY27.

In terms of portfolio mix, the salience of our Elite &
Premium portfolio stood higher by 130 bps YoY at
78.4% in FY26. Within the Elite & Premium portfolio,
The Source continues to be a standout, delivering yet
another year of strong double-digit growth in FY26.
Our strategy to expand the nationwide distribution of
The Source range is paying off well and we will continue
with this initiative in FY27. Driven by this traction, The
Source is increasingly becoming a more significant
contributor with its share within Own Brands rising
250 basis points YoY from 7.3% last year to over 10%
now in FY26.

We further strengthened our Own Brands portfolio
with the launch of two new wines, Sula Muscat Blanc
and The Source Chardonnay, both of which have
received an encouraging response in the market.

Wine Tourism Performance

The Wine Tourism segment delivered strong
performance, registering growth of 20.7% YoY to reach
revenue of Rs. 72.8 Crore in FY26. This marks the sixth
consecutive year of double-digit growth and a record-
high annual revenue for the wine tourism business.

The strong growth was powered by the healthy double-
digit growth in footfalls, which increased 11% YoY to 4.3
lakh in FY26, along with the launch of our 3rd resort
- The Haven by Sula in October 2025. Following this

expansion, total room capacity increased 50% to 154
keys. Importantly, even with the significant expansion
in room capacity, occupancy levels remained robust
at 77% in FY26, broadly in line with 78% in FY25, thus
translating into a strong double-digit growth in room
revenue for FY26.

Heading into FY27, we continue to be bullish on the
prospects of wine tourism and will be investing most of
our capex in expanding the wine tourism business over
the next 3 years. In line with this strategy, we recently
entered into an agreement to acquire Chandons
19-acre world-class wine estate to expand our wine
tourism footprint. The site is located just 20 minutes
from Nashik airport. The transaction is currently
underway and further details on this project will be
shared in due course upon transaction completion.

Production and Harvest Update

The recently concluded Harvest 2026 was healthy in
quality and volume, marking the sixth consecutive
year of favorable vintages for Sula. We crushed 8,564
tons of wine grapes during Harvest26, which ensures
adequate availability. A healthy harvest, coupled
with enhanced storage capacity, provides sufficient
inventory to support a strong year ahead.

As part of our conscious strategy to reduce the wine
inventory carryover, we chose not to procure table
grapes from open market during harvest 2026.
Consequently, the mix shifted significantly towards
wine grapes with wine grapes accounting for 99% of
grape procurement in harvest 26 versus approximately
80% last year.

Our total installed capacity grew by 1 million liters
in FY26 from 18.2 million liters to 19.2 million liters,
an increase of 5% YoY. The capacity expansion was
carried out at our Domaine Dindori unit, where we
commissioned the 1 million liters low-cost cellar at 33%
lower capex. This newly commissioned cellar will be
used for Economy & Popular brands.

Importantly, we increased our bottling capacity last
year at two of our units in Maharashtra, the Nashik
Winery near The Source and the ND Wines facility. This
enabled us to capture 100% of the potential WIPS in
FY26 vis-a-vis 85% in FY25.

Marketing Update

In FY26, our marketing initiatives were centered on
strengthening consumer engagement and amplifying
brand presence across key touchpoints. We once
again exceeded our digital milestones, expanding our
community to over 380K+ wine enthusiasts. We also
hosted our second consecutive sold-out SulaFest in
2026, attracting 10,000+ attendees, with a stronger
artist line-up featuring well-known names such as
Nucleya and The King, alongside a vibrant celebration
of wine, music, and food.

Further, we continued to add to our accolades this year,
with many of our wines winning awards at marquee

competitions including Pro Wine & Spirit Challenge,
Indian Wine Awards, Decanter, and CMB - Bruxelles.
Three of our wines - The Source Moscato, Dindori
Reserve Chardonnay and Rasa Syrah won gold at the
Indian Wine Awards in their respective categories.

FY26 focused on more curated and high-impact
experiences, with 71,881 LED tastings executed across
key and emerging markets. Flagship platforms like Viva
La Vino, Vinexpo, and Art Mumbai continued to drive
strong visibility, while formats such as Monsoon Tasting
delivered record participation and reinforced demand
for immersive wine experiences.

A key highlight was our entry into Dubai, marking
a step towards building Sulas presence in an
international, lifestyle-driven market. Fireside chats
and hosted tasting conversations further elevated the
experience, enabling deeper storytelling and stronger
engagement with premium audiences.

Market expansion remained a priority, with Indore and
other emerging regions showing encouraging early
traction. Across regions, a more targeted approach
was adopted, from corporate and educational tastings
in the West to cultural and lifestyle integrations in the
North and East. Goa, Mumbai, Bangalore and Delhi
continued to stand out as a high-engagement market,
supported by a strong mix of consumer activations,
institutional sessions, and trainings. Overall, FY26
marked a shift towards quality-led, conversation-
driven experiences, strengthening brand perception
while building a solid foundation for future growth.

New listings were secured at marquee properties /
F&B outlets like Batra Brothers, Speciality Restaurants
Ltd., Lite Bite Foods and Comorin, along with Trident
Gurgaon. We further bolstered our on-trade footprint
through tie-ups with Impresario Entertainment &
Hospitality Pvt. Ltd. for North India and expanded
presence across the Social outlets.

Sustainability Update

In FY26, we continued to advance our sustainability
agenda and enhance the environmental efficiency of
our operations. Water consumption per liter of wine
produced was reduced by 7% YoY, while the share of
solar power in our total energy consumption increased
to 75% from 66% in the previous year. We also doubled
our battery energy storage system (BESS) capacity to
2 MW. Additionally, the proportion of our e-vehicle
fleet rose to 54% from 45% in FY25. Overall, we remain
firmly committed to driving sustainability initiatives
across our operations.

3. Reserves

During the financial year under review, no amount was
transferred to any of the reserves by the Company.

4. Nature of Business

Sula Vineyards Limited continues to be engaged in

the business of manufacture, purchase, sale, import,
export and distribution of wines, spirits and other
alcoholic beverages. The Company is also engaged
in wine tourism and hospitality operations, including
vineyard resorts, tasting rooms, restaurants and other
allied tourism experiences.

There was no change in the nature of business of the
Company during the financial year under review.

5. Dividend and Dividend Distribution Policy

As per the Dividend Distribution Policy of the Company,
the Company endeavors to maintain fairness,
consistency and sustainability while distributing profits
to the shareholders of the Company. The dividend
payout is considered basis available financial resources,
business expansion plans, investment requirements
and taking into account optimal shareholder return.

In line with the aforesaid policy and continuing its
consistent track record of rewarding shareholders
through dividend payouts since FY 22-23, the Board of
Directors, at their Meeting held on 6th May, 2026, has
recommended a final dividend of Rs. 2/- (100%) per
equity share of face value of Rs. 2/- each, fully paid-up
as final dividend for the FY26, subject to approval of
the shareholders at the ensuing AGM, out of the profits
and retained earnings of the Company for the financial
year ended 31st March, 2026. The proposed dividend
reflects the Companys continued focus on delivering
sustainable shareholder value while maintaining
adequate financial flexibility to support future growth
and strategic initiatives.

The equity dividend outgo for FY 26 would absorb
a sum of Rs. 16.88 Crores for FY26 [as against Rs.
30.38 crores comprising the dividend of Rs. 3.6 /- per
Ordinary (Equity) Share of the face value of Rs. 2/-
each for the previous year]. The dividend, if approved
by the shareholders at the ensuing AGM, shall be paid
to those shareholders whose names appear in the
Register of Members / List of Beneficial Owners as on
the Record Date, subject to deduction of applicable tax
at source. Further, the Board of Directors has decided
not to transfer any amount to the General Reserve for
the financial year under review.

During the financial year under review, the Board
of Directors, at its meeting held on 8th May, 2025,
recommended a final dividend of Rs. 3.6 /- (180%) per
equity share of face value of Rs. 2/- each, fully paid-
up as final dividend for the financial year 2024-25. The
same was approved by the shareholders at the 22nd
AGM held on 26th June, 2025, and was subsequently
distributed within the prescribed statutory timelines,
demonstrating the Companys continued commitment
to timely shareholder returns.

The Dividend Distribution Policy containing the
requirements mentioned in Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") is

uploaded on the Companys website at the Web-link:
https://sulavinevards.com/files/0873/Dividend%70
Distribution%Rs.0Policv.pdf

6. Consolidated Financial Statements

The Consolidated Financial Statements of the Company
including of its subsidiaries prepared in accordance
with the Act and applicable Indian Accounting
Standards along with all relevant documents and the
Auditors Report forms part of this Annual Report. The
Consolidated Financial Statements presented by the
Company include the financial results of its subsidiary
companies.

7. Subsidiaries/ Joint Venture/ Associate Companies:

As on 31st March, 2026, your Company has the
following two Wholly-owned Subsidiaries:

(1) Artisan Spirits Private Limited

Artisan Spirits Private Limited ("ASPL") was
incorporated in 2011 and became a wholly-owned
subsidiary of Sula Vineyards Limited in 2015. ASPL
is engaged in the business of production, import,
export, bottling, distribution and sale of wines and
spirits and supports the Companys premium and
imported beverage portfolio under three core
verticals: Winemaking & Bottling Operations, and
Brand Distribution & Hospitality.

During the financial year under review, ASPL earned
total income of Rs. 59.35 Crores (previous year Rs.
85.34 Crores) and recorded a loss of Rs. 6.0Rs. Crores
(previous year profit of Rs. 12.66 Crores).

(2) N D Wines Private Limited

N D Wines Private Limited ("NDWPL") was
incorporated in 2000 and became a wholly-owned
subsidiary of Sula Vineyards Limited in April, 2024
pursuant to acquisition of 100% equity stake by
the Company. NDWPL is engaged in the business
of manufacture, bottling, distribution and trading
of wines and alcoholic beverages and supports the
Companys production and distribution capabilities
in the Indian wine market and its integration
is expected to provide operational synergies,
expanded production capacity and enhanced
supply chain efficiencies for Sula Vineyards Limited.

During the financial year under review, NDWPL
earned total income of Rs. 67.45 Crores (previous
year Rs. 58.99 Crores) and recorded a profit of Rs.
20.12 Crores (previous year profit of Rs. 23.76 Crores).

There are no associate companies or joint venture
companies within the meaning of section 2(6) of
the Act ("Act"). During the financial year, none of the
companies have become or ceased to be Subsidiaries,
Associates or Joint Ventures.

A Report on the performance and financial position of
each of the subsidiaries included in the Consolidated

Financial Statements and their contribution to the
overall performance of the Company, is provided in
Form AOC-1 and forms part of this Annual Report as

Annexure 1.

During FY26, Artisan Spirits Private Limited was the
material subsidiary in terms of Regulation 16(1)(c) of
SEBI Listing Regulations.

The Policy for determining material subsidiaries as
approved by the Board is uploaded on the Companys
website and can be accessed in the Web-link:
https://sulavinevards.com/files/04Rs.5/Policv%Rs.0
for%Rs.0Determining%Rs.0Material%Rs.0Subsidiaries.pdf

Rights Issue of Artisan Spirits Private Limited

During the financial year under review, the Board of
Directors of the Company approved an additional
investment in Artisan Spirits Private Limited ("ASPL"),
a wholly-owned subsidiary of the Company, by way of
subscription through rights issue aggregating to Rs.
13,00,00,000/- (Rupees Thirteen Crores only) in ASPL.

The aforesaid investment was made to support the
business operations, working capital requirements and
future growth plans of ASPL.

Proposed Acquisition of Domaine Chandon India
Estate by Artisan Spirits Private Limited

During the financial year under review, Artisan Spirits
Private Limited ("ASPL"), a wholly owned subsidiary
of the Company, entered into an Asset Purchase
Agreement ("APA") with Moet Hennessy India Private
Limited, a wholly owned subsidiary of Moet Hennessy
(part of the LVMH, Louis Vuitton Moet Hennessy
group), for proposed acquisition of identified assets
comprising land, buildings, plant and machinery and
related assets forming the estate of Domaine Chandon
India located at Dindori, Nashik, for a consideration of
Rs. 20 crore, excluding applicable taxes, statutory levies
and inventory-related consideration. The proposed
acquisition is expected to strengthen the Companys
operational presence in Nashik and further enhance
its wine tourism business, which continues to be a key
growth segment for the Company. The transaction
is subject to fulfilment of conditions precedent and
other terms as stipulated under the said APA.

8. Internal Financial Control

The Board of Directors and management of the
Company are responsible for establishing and
maintaining adequate internal financial controls
to ensure the reliability and integrity of financial
reporting. These controls have been designed in
accordance with the applicable regulatory framework
to provide reasonable assurance regarding the
accuracy of financial statements and compliance with
statutory obligations.

The management team has assessed the effectiveness
of the Companys internal control over financial

reporting as at 31st March, 2026 and believe that
these systems provide reasonable assurance that our
internal financial controls are designed effectively and
are operating as intended.

The Company has established a robust system of
internal controls commensurate with the size and
operations to ensure that assets are safeguarded, and
transactions are appropriately authorised, recorded
and reported. The controls have been documented,
digitized, and embedded in the business process.

- Segregation of Duties: Clearly defined roles
and responsibilities to prevent unauthorized
transactions.

- Authorization and Approval Processes: Stringent
approval mechanisms for financial transactions
and capital expenditures.

- Periodic Monitoring and Audits: Regular internal
audits and management reviews to assess the
effectiveness of controls.

- IT and System Controls: Implementation of
advanced financial reporting systems and
cybersecurity measures to safeguard financial
data.

Assurance on effectiveness is obtained through
management reviews, controls self-assessment and
periodic reporting of the in-house team as well as
Internal Audit team that evaluates and provides
assurance of its adequacy and effectiveness. The
controls are also tested by the statutory auditors
during their audits.

During the financial year under review, the Internal
Audit function submitted detailed reports to the
management and the Audit Committee with a
summary made to the Board. The Audit Committee
reviewed these reports with the operating
management with a view to provide oversight of the
internal control systems.

The Statutory Auditors of the Company have audited
the financial statements as included in this Annual
Report and issued their report on internal control over
financial reporting (as defined under section 143 of
the Companies Act, 2013 ("the Act")).

Significant issues, if any, are brought to the attention of
the Audit Committee/Board. Statutory Auditors and
Internal auditors are invited to attend the Meetings.
Corrective actions, if required, are being taken up
immediately to ensure that the internal financial
control system remains robust and as an effective tool.

Pursuant to Rule 8 of the Companies (Accounts)
Rules, 2014, based on the representation received
and after due enquiry, the Board is of the opinion
that the Companys Internal Financial Controls as laid
down with reference to the Financial Statements are
adequate and effective.

9. Management Discussion and Analysis

A detailed analysis of your Companys performance
is discussed in the Management Discussion and
Analysis Report, as stipulated under the SEBI Listing
Regulations, which forms part of this Annual Report
and is annexed herewith as Annexure 10.

10. Related Party Transactions

The Company has a process in place for approval of
Related Party Transactions and in tracking and dealing
of its Related Parties.

As part of the process, necessary details and information
in respect of each Related Party Transaction, as
applicable, together with the underlying rationale and
justification, are placed before the Audit Committee
in accordance with the Companys Policy on Related
Party Transactions, the provisions of Regulation 23
of the SEBI Listing Regulations, Section 177 of the
Companies Act, 2013 ("the Act") and the framework
prescribed under the applicable SEBI circulars /
master circulars, including the SEBI circulars relating to
disclosure and reporting of Related Party Transactions,
as amended from time to time. During the financial
year under review, the Companys Policy on Related
Party Transactions was revised to align it with the
amended provisions of the SEBI Listing Regulations,
which inter-alia includes the approvals and reporting
framework prescribed by the Industry Standards
Forum ("ISF").

Further, pursuant to the applicable SEBI circulars
and amendments issued from time to time by ISF
for Related Party Transactions, the Company has
aligned its internal review, approval and reporting
processes for Related Party Transactions in line with
the revised disclosure and reporting requirements
prescribed thereunder, including the threshold-
based applicability criteria introduced for furnishing
minimum information to the Audit Committee and
shareholders. The Company has undertaken necessary
measures to ensure compliance with the applicable
disclosure, approval and reporting requirements under
the amended regulatory framework.

The Policy can be accessed on the Companys website
at below link: https://sulavinevards.com/files/0226/
Policv%20on%20Related%20Partv%20Transactions.pdf

All Related Party Transactions entered into during
the year under review were in the ordinary course of
business and on an arms length basis.

The Related Party Transactions which are in the ordinary
course of business and on an arms length basis, of
repetitive nature and proposed to be entered into
during the financial year are placed before the Audit
Committee for prior omnibus approval. A statement
giving details of all Related Party Transactions, as
approved, is placed before the Audit Committee for
review on a quarterly basis.

The Company has not entered into Material Related
Party Transactions as per the provisions of the Act
and a confirmation to this effect as required under
section 134(3)(h) of the Act is given in Form AOC-2 as
Annexure-2, which forms part of this Annual Report.

11. Board of Directors

As on 31st March, 2026, the Board comprised of
the following Seven (7) Directors with a balanced
composition of executive, non-executive and one
Independent Woman Director, ensuring strong
corporate governance and safeguarding stakeholder
interests. Their collective expertise and integrity drive
strategic decision-making and enhance long-term
value creation.

Sr No. Name of Director	DIN	Designation
1. Mr Rajeev Samant*	00020675	Executive - Managing Director and Chief Executive Officer (Promoter)
2. Alok Vajpeyi (Chairman)	00019098	Non-Executive independent Director
3. Mr Anant Iyer	00610131	Non-Executive Independent Director
4. Mr Chetan Desai	03595319	Non-Executive Independent Director
5 Mr Deepak Shahdadpun	00444270	Non*Executive Non-Independent Director
6 Mr. Nicholas Cator	07068629	Non-Executive Non-Independent Director
7. Mrs Sangeeta Tan warn	03321646	Non-Executive Women Independent Director

*Re-Appointed as Managing Director and Chief Executive Officer (KMP) of the
Company w.e.f. 1st April, 2026

The Board of Directors met 5 (five) times during
the financial year under review. Further details
of composition of board of directors including
remuneration, number of meetings and attendance
thereof, forms part of report on corporate governance
which is appended as Annexure-9 to this Boards
Report.

During the financial year under review, the Non-
executive Directors including Independent Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees,
commission and reimbursement of expenses.

The Company has received declarations from all the
Directors in Form DIR-8 as prescribed under Section
164 of the Act read with Rule 14(1) of the Companies
(Appointment and Qualifications of Directors)
Rules, 2014 that they are not disqualified from being
appointed as Directors of the Company.

Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming
that they meet the criteria of independence as required
under Section 149(6) of the Act and Regulation 16(1)
(b) of the SEBI Listing Regulations.

In the opinion of the Board, all the Independent
Directors are persons of integrity and possess the
requisite expertise, experience and proficiency
required to effectively discharge their duties and
responsibilities as Independent Directors. The

Independent Directors fulfil the conditions specified
under the Act, the SEBI Listing Regulations and are
independent of the management of the Company.

In terms of Section 150 of the Act read with Rule 6 of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, Independent Directors of the
Company have confirmed that they have registered
themselves with the databank maintained by The
Indian Institute of Corporate Affairs, Manesar ("MCA").

The Independent Directors are also required to
undertake online proficiency self-assessment test
conducted by IICA within a period of 2 (two) years from
the date of inclusion of their names in the data bank,
unless they meet the criteria specified for exemption.

The Independent Directors of the Company are
exempt from the requirement to undertake online
proficiency self-assessment test except Mr. Anant Iyer
(DIN: 00610131) who will soon be taking the online
proficiency self-assessment test within the requisite
period as stipulated therein.

12. Details of changes in Directors

Appointments and resignations of Directors:

(a) Appointments

During the financial year under review, based on the
recommendation of the Nomination and Remuneration
Committee (NRC) and approval of the Board at their
respective meetings held on 10th November, 2025, Mr.
Rajeev Samant (DIN: 00020675) was re-appointed as
the Managing Director and Chief Executive Officer
of the Company (KMP) for another term of three (3)
financial years w.e.f. 1st April, 2026 to 31st March, 2029
which was approved by the shareholders through
postal ballot on 11th December, 2025.

(b) Resignations

During the financial year under review, there were no
resignations.

(c) Retirement by rotation

In accordance with the provisions of Section 152 of
the Act read with provisions contained in the Articles
of Association of the Company, Mr. Nicholas Cator
(DIN: 07068629), who is liable to retire by rotation
and having expressed that he does not seek for re-
appointment, due to pre-occupation, will be retiring
at the forthcoming AGM. The Notice convening the
AGM includes noting of his cessation as Director upon
retirement by rotation and the vacancy so created on
the Board of Directors of the Company, be not filled.

The Board placed on record its sincere appreciation for
the invaluable contributions and guidance provided
by Mr. Nicholas Cator during his association with the
Company.

13. Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and
203 of the Act, read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
the following are the Key Managerial Personnel of the
Company as on 31st March, 2026:

i. Mr. Rajeev Samant, Managing Director and Chief
Executive Officer (re-appointed w.e.f. 1st April, 2026)

ii. Mr. Abhishek Kapoor, Chief Financial Officer

iii. Ms. Gayathri Iyer, Company Secretary and Compliance
Officer (appointed w.e.f. 6th February, 2026)

Appointments and resignations of Key Managerial
Personnel:

Appointments

i. Re-appointment of Mr. Rajeev Samant (DIN: 00020675)
as the Managing Director and Chief Executive Officer
of the Company (KMP) for another term of three (3)
financial years w.e.f. 1st April, 2026 to 31st March, 2029

ii. Ms. Gayathri Iyer (Membership No. A38069) was
appointed as Company Secretary and Compliance
Officer of the Company with effect from 6th February,
2026.

Resignations

i. Ms. Shalaka Koparkar tendered her resignation as
Company Secretary and Compliance Officer of the
Company, with effect from the close of business hours
of 24th December, 2025. The Board placed on record
the valuable contribution and services provided by Ms.
Shalaka Koparkar during her tenure with the Company.

14. Committees of the Board of Directors

i. Audit Committee:

The Company has constituted an Audit Committee
in terms of the requirements of the Act read with
the rules made thereunder and Regulation 18 of the
SEBI Listing Regulations. The details relating to the
same are given in Annexure-9 - Report on Corporate
Governance forming part of this Boards Report.

As on 31st March, 2026, the Audit Committee
comprised of Mr. Chetan Desai as Chairman and
Mr. Alok Vajpeyi, Mr. Anant Iyer and Mrs. Sangeeta
Tanwani as Members of the Committee, all of whom
are Independent Directors.

All the Members of the Committee are Independent
Directors and possess strong accounting and financial
management knowledge. The Company Secretary of
the Company is the Secretary of the Committee.

During the financial year under review, all the
recommendations of the Audit Committee were
accepted by the Board.

ii. Nomination and Remuneration Committee:

As on 31st March, 2026, the Nomination and
Remuneration Committee comprised of Mr. Chetan
Desai as Chairman (Independent Director), Mr.
Alok Vajpeyi (Independent Director), Mr. Anant Iyer
(Independent Director), Mrs. Sangeeta Tanwani
(Independent Director), Mr. Deepak Shahdadpuri
(Non-Executive Non-Independent Director) and Mr.
Nicholas Cator (Non-Executive Non-Independent
Director) as Members of the Committee.

The Company has constituted Nomination and
Remuneration Committee in terms of the requirements
of the Act, read with the rules made thereunder and
Regulation 19 of the SEBI Listing Regulations. The
details relating to the same are given in Annexure-9 -
Report on Corporate Governance forming part of this
Boards Report.

iii. Stakeholders Relationship Committee:

As on 31st March, 2026, the Stakeholders Relationship
Committee comprised of Mr. Alok Vajpeyi as Chairman
(Independent Director), Mr. Anant Iyer (Independent
Director), Mr. Deepak Shahdadpuri (Non-Executive
Non-Independent Director) and Mr. Nicholas Cator
(Non-Executive Non-Independent Director) as
Members of the Committee.

The Company has constituted Stakeholders
Relationship Committee in terms of the requirements
of the Act read with the rules made thereunder and
Regulation 20 of the SEBI Listing Regulations. The
details relating to the same are given in Annexure-9 -
Report on Corporate Governance forming part of this
Boards Report.

iv. Risk Management Committee:

As on 31st March, 2026, the Risk Management
Committee comprised of Mrs. Sangeeta Tanwani as
Chairperson (Independent Director), Mr. Alok Vajpeyi
(Independent Director), Mr. Anant Iyer (Independent
Director), Mr. Chetan Desai (Independent Director),
Mr. Deepak Shahdadpuri (Non-Executive Non-
Independent Director), Mr. Nicholas Cator (Non-
Executive Non-Independent Director) and Mr.
Abhishek Kapoor (Chief Financial Officer) as Members
of the Committee.

The Company has constituted Risk Management
Committee in terms of the requirements of the Act
read with the rules made thereunder and Regulation
21 of the SEBI Listing Regulations. The details relating
to the same are given in Annexure-9 - Report on
Corporate Governance forming part of this Boards
Report.

v. Corporate Social Responsibility Committee:

The CSR Committee inter-alia, reviews and monitors
the CSR Activities of the Company.

As on 31st March, 2026, the CSR Committee comprised
of Mr. Chetan Desai as Chairman (Independent
Director), Mr. Rajeev Samant (Managing Director and

Chief Executive Officer), Mr. Deepak Shahdadpuri
(Non-Executive Non-Independent Director), Mrs.
Sangeeta Tanwani (Independent Director) and Mr.
Nicholas Cator (Non-Executive Non-Independent
Director) as Members of the Committee.

During the financial year under review, Mr. Chetan Desai
was re-designated as Chairman of the CSR Committee
effective 8th May, 2025 in place of Mr. Rajeev Samant
with remaining of the CSR Committee constitution
being the same.

The Company has constituted CSR Committee in terms
of Section 135 of the Act read with the rules made
thereunder. The details relating to the same are given
in Annexure-9 - Report on Corporate Governance
forming part of this Boards Report.

15. Familiarization Programme for Independent Directors/
Non-executive Directors

The Company implements a comprehensive induction
program for all Directors, including Independent
Directors, upon their appointment. This program,
complemented by ongoing updates throughout
the year, ensures thorough familiarization with the
Companys operations, business model, values, culture
and industry landscape.

All the Independent Directors of the Company are
made aware of their roles and responsibilities at the
time of their appointment through a formal letter of
appointment, which also stipulates various terms and
conditions of their engagement.

Independent Directors meet the business and
functional heads and provide their inputs and
suggestions on strategic and operational matters at
the quarterly Board / Committee Meetings.

Strategic Presentations are made to the Board
where Directors get an opportunity to interact with
Senior Management. Directors are also informed of
the various developments in the Company including
updates through Press Releases, emails, etc.

A detailed note on the familiarization programme
adopted by the Company for orientation and training
of the Directors is provided in the Report on Corporate
Governance which forms part of this Boards Report.

The Company has a web-based portal which is
accessible to all Directors and includes all the
necessary papers and documents, inter-alia, including
Agendas, Minutes, Presentations, etc, which enhances
the efficient and effective Conduct of Meetings
and provides with accessibility and organisation of
important documents and resources for the Board.

During the financial year under review, as per
Regulation 25(7) of the SEBI Listing Regulations,
the Company imparted various familiarisation
programmes for its Directors and the details
of Familiarization programmes are updated on

companys website at: https://sulavinevards.com/

files/0425/Familiarisation%20Programme%20for%20
Independent%20Directors.pdf

16. Performance Evaluation of Board

In terms of the requirements of the Act and the SEBI
Listing Regulations, an annual performance evaluation
of the Board is undertaken where the Board formally
assesses its own performance with the aim of improving
the effectiveness of the Board and its Committees.

The Company has a structured assessment process,
wherein the Nomination and Remuneration
Committee (NRC) has laid down the manner of
performance evaluation of the Board, its Committees,
Non - Executive and Independent Directors, Managing
Director and the Chairperson. The evaluations are
carried out in a confidential manner, and the Directors
provide their feedback by rating based on various
metrics. The performance evaluation activity is
conducted under the guidance of the Chairperson of
NRC.

In a separate meeting of Independent Directors,
performance of Non-Independent Directors including
the MD & CEO, the Board as a whole are discussed and
evaluated. Performance evaluation of Independent
Directors was done by the entire Board, excluding the
respective Independent Directors being evaluated.

Board Evaluation process was conducted through
structured questionnaires which cover various
aspects of the Boards functioning such as adequate
composition of the Board and its Committees,
Members strengths and contribution, execution
and performance of specific duties, obligations and
governance.

The survey results and feedback from Directors were
discussed in meetings of the Independent Directors,
NRC and the Board to identify areas for improvement in
Director performance and Board processes, ultimately
enhancing overall board effectiveness.

The evaluation outcomes for the financial year under
review were thoroughly deliberated upon with the
Board Members, Chairman of the NRC and Board, and
individual Directors.

The Directors expressed their satisfaction with the
evaluation process conducted during FY26.

17. Board Meetings and Annual General Meetings

During FY26, five (5) meetings of the Board of
Directors were held on 10th April, 2025; 8th May,
2025; 6th August, 2025; 10th November, 2025; and
6th February, 2026. The 22nd AGM (AGM) of the
Company was held on 26th June, 2025 through Video
Conferencing / Other Audio Visual Means.

18. Meetings of Independent Directors

The Meeting of Independent Directors of the Company
was held on 6th February, 2026, without the presence
of the Non-Independent Directors and members of
the management of the Company.

The Independent Directors, inter-alia, considered and
reviewed the following matters:

a) the performance of the Non-Independent Directors
and the Board of Directors as a whole;

b) the performance of the Chairman and Managing
Director of the Company; and

c) the quality, quantity and timeliness of flow of
information between the management of the
Company and the Board of Directors necessary for the
Board to effectively and reasonably perform its duties.

The meeting of the Independent Directors was
chaired by Mr. Chetan Desai, Independent Director of
the Company.

19. Annual Return

The Annual Return (Form MGT-7) of the Company
as on 31st March, 2026 in accordance with Section
92(3) and Section 134 (3) (a) of the Act and Rule 12
of the Companies (Management and Administration)
Rules, 2014 is available on the Companys website at:
https://www.sulavinevards.com/investor-relations.php

20. Disclosures, Declarations and Annual Affirmations

i. Based on the declarations and confirmations
received from the Directors, none of the Directors of
the Company are disqualified from being appointed/
continuing as Directors of the Company.

ii. Affirmation of all members of the Board of Directors
and Senior Management Personnel including
Key Managerial Personnel have been received on
adherence with the Code of Conduct Policy as
applicable to the Board of Directors and Senior
Management including Key Managerial Personnel of
the Company.

iii. Pursuant to the provisions of Section 149 of the
Act, the Independent Directors have submitted
declarations that each of them meets the criteria
of independence as provided in Section 149(6)
of the Act alongwith Rules framed thereunder
and Regulation 16(1)(b), 25(8) of the SEBI Listing
Regulations. There has been no change in the
circumstances affecting their status as Independent
Directors of the Company.

iv. The Company has also received from Independent
Directors, declaration of compliance of Rule 6
(1) & (2) of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, regarding
online registration with the Indian Institute of

Corporate Affairs at Manesar, for inclusion of
name in the data bank of Independent Directors.
The Board has taken on record the declarations
and confirmations submitted by the Independent
Directors after undertaking due assessment of the
veracity of the same.

21. Share Capital
Authorized Share Capital

The Authorized Share Capital of the Company as on
31st March, 2026 is Rs. 20,20,60,000 (Rupees Twenty
Crores Twenty Lakhs Sixty Thousand Only) divided into
10,10,30,000 (Ten Crores Ten Lakhs Thirty Thousand
only) equity shares having face value of Rs. 2/- (Rupees
Two) each.

Issued, Paid up and Subscribed Share Capital

During the financial year under review, the paid up
share capital of the Company increased from Rs.
16,88,19,258/- (Rupees Sixteen Crore Eighty-Eight
Lakhs Nineteen Thousand Two Hundred and Fifty -
Eight Only) comprising of 8,44,09,629 (Eight Crore
Forty - Four Lakhs Nine Thousand Six Hundred and
Twenty-Nine) equity shares having face value of Rs.
2/- (Rupees Two) each to Rs. 16,88,94,458/- (Rupees
Sixteen Crore Eighty-Eight Lakhs Ninety Four Thousand
Four Hundred and Fifty - Eight Only) comprising of
8,44,47,229 (Eight Crore Forty- Four Lakhs Forty Seven
Thousand Two Hundred and Twenty-Nine) equity
shares having face value of Rs. 2/- (Rupees Two) each
as on 31st March, 2026.

As on 31st March, 2026, the issued, subscribed and
paid-up share capital of the Company stood at Rs.
16,88,94,458/- (Rupees Sixteen Crore Eighty-Eight
Lakhs Ninety Four Thousand Four Hundred and Fifty
- Eight Only) comprising of 8,44,47,229 (Eight Crore
Forty- Four Lakhs Forty Seven Thousand Two Hundred
and Twenty-Nine) equity shares having face value of
Rs. 2/- (Rupees Two) each.

The increase in paid-up share capital was pursuant
to allotment of 37,600 Equity shares of Rs. 2/- each
as allotted to its employees under Sula Vineyards
Employees Stock Option Scheme 2021" or "ESOS 2021".

22. Statutory Auditors and Auditors Report

Walker Chandiok & Co. LLP, Chartered Accountants,
(Firm Registration No. 001076N/ N500013), were
appointed as Statutory Auditors of the Company at
the 19th AGM held on 27th May, 2022, for a period of 5
years from conclusion of 19th AGM till the conclusion
of the 24th AGM of the Company to be held in the year
2027 at such remuneration as may be decided by the
Board of Directors of the Company.

The Auditors are subjected to the peer review process
of the Institute of Chartered Accountants of India
(ICAI) and hold valid certificate issued by the Peer

Review Board of the ICAI.

The Audit Committee reviews the independence and
objectivity of the Auditors and the effectiveness of the
Audit process.

The Statutory Audit Report for FY26 is unmodified,
i.e. it does not contain any qualification, reservation or
adverse remark or disclaimer.

During the financial year under review, the Auditors
have not reported any fraud under Section 143(12)
of the Act. Further, as required under the provisions
of Section 139(1) of the Act, it has been confirmed by
the Auditors that they continue to satisfy the criteria
provided in Section 141 of the Act read with the Rules
framed thereunder.

23. Secretarial Auditor and Secretarial Audit Report

Pursuant to the provisions of Section 204 of the
Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI Listing Regulations, it
is mandated that every Listed entity and its material
unlisted subsidiaries undertake a Secretarial Audit.

Further, listed entities are required to submit an
Annual Secretarial Compliance Report, which shall
be signed by the appointed Secretarial Auditor or
a Peer Reviewed Company Secretary satisfying the
conditions as prescribed by SEBI.

Accordingly, basis recommendation of the Audit
Committee and the Board at their respective
meetings held on 8th May, 2025, the Members at
the 22nd AGM held on 26th June, 2025 approved the
appointment of M/s. Sunil Agarwal & Co., Practising
Company Secretary (vide C.P. No. 3286), as the
Secretarial Auditors of the Company for a term of
five consecutive years, commencing from the FY26
up to FY30.

The Secretarial Audit for FY 26 has been duly
conducted in accordance with the applicable
provisions of the Act. The Secretarial Audit Report
forms part of this Annual Report and is annexed
herewith as Annexure-3. The Report does not contain
any observations, reservations, qualifications, or
adverse remarks requiring explanation or comments
from the Board under Section 134(3) of the Act.

24. Annual Secretarial Compliance Report

The Company has undertaken an audit for the
FY26 for all applicable compliances as per SEBI
Listing Regulations and Circulars /Guidelines
issued thereunder. The Annual Secretarial
Compliance Report duly signed by M/s. Sunil
Agarwal & Co., Practicing Company Secretary
and Secretarial Auditor of the Company has
been submitted to the Stock Exchanges and is
annexed as Annexure-4 to this Boards Report.

25. Secretarial Audit of Material Unlisted Indian
Subsidiary

During FY26, Artisan Spirits Private Limited, a
material unlisted subsidiary of Sula Vineyards Limited,
was subject to Secretarial Audit pursuant to the
requirements of Regulation 24A of the SEBI Listing
Regulations.

The Secretarial Audit Report of Artisan Spirits Private
Limited for the financial year ended 31st March, 2026 is
annexed as Annexure-5 to this Boards Report.

26. Maintenance of Cost Records & Cost Auditor

The Company is not required to maintain cost accounts
and records as required under Section 148(1) of the
Act read with rules made thereunder and hence
appointment of Cost Auditor is not applicable to your
Company.

27. Reporting of Fraud by Auditors

During the financial year under review, the Statutory
Auditors and Secretarial Auditors have not reported
any instances of frauds committed in the Company
by its officers or employees to the Board/ Audit
Committee pursuant to Section 143(12) of the Act,
details of which needs to be mentioned in this report.

28. Internal Auditor

The Company has in place an adequate Internal
Audit framework commensurate with the size, scale
and complexity of its operations and to monitor the
efficacy of the Internal Controls with the objective of
providing to the Board of Directors, an independent,
objective and reasonable assurance on the adequacy
and effectiveness of the Companys processes.

Pursuant to Section 138 of the Act read with the
Companies (Accounts) Rules, 2014, M/s. Ernst and
Young LLP were appointed as the Internal Auditor of
your Company to conduct the Internal audit for FY26.

The Internal Auditor reports to the Audit Committee/
Board. The Internal Audit function develops an
audit plan for the Company, which covers, inter-alia,
corporate, core business operations, as well as support
functions and is reviewed and approved by the Audit
Committee/Board. The Internal Audit approach
verifies compliance with the operational and system
related procedures and controls.

The audit observations during the year were presented
to the Audit Committee with a summary briefed to the
Board, together with the status of the management
actions and the progress of the implementation of the
recommendations on a regular basis.

The Internal Audit presentation/Report does not
contain any qualification, reservation or adverse
remark which is affecting the financials.

29. Directors Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board based
on representations received from Management, and
the processes involving the Companys statutory
and internal audit functions, and to the best of its
knowledge, ability and due enquiry, the Directors of
your Company confirms that:

a. in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures has been provided;

b. the Directors had selected appropriate accounting
policies and applied them consistently and made
judgments and estimates that 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 and loss of the company for
that period;

c. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of this
Act for safeguarding the assets of the company
and for preventing and detecting fraud and other
irregularities;

d. the Directors had prepared the annual accounts on a
going concern basis;

e. the Directors had laid down proper internal financial
controls to be followed by the company and that
such internal financial controls are adequate and are
operating effectively; and

f. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems are adequate and are
operating effectively.

The aforesaid statement has also been reviewed and
confirmed by the Audit Committee of the Board of
Directors of the Company.

30. Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI Listing
Regulations, read with SEBI Circular No. SEBI/HO/CFD/
CMD-2/P/CIR/2021/562 dated 10th May, 2021, the top
1,000 listed entities based on market capitalisation
are required to include a Business Responsibility and
Sustainability Report ("BRSR") as part of their Annual
Report. Further, SEBI has mandated assessment or
assurance of BRSR Core disclosures for the top 500
listed entities in a phased manner.

Although the Company does not presently fall
within the top 1,000 listed entities based on market
capitalisation, the applicability of BRSR disclosures
continues in accordance with the applicable SEBI
Listing Regulations and the sunset provisions
prescribed thereunder. Accordingly, the Company
continues to provide BRSR disclosures as part of its
Annual Report as a measure of continued commitment
towards sustainable business practices and good
corporate governance.

The Company believes that sustainable and inclusive
growth can be achieved through responsible
environmental, social and governance practices while
continuing to enhance long-term stakeholder value.

As per Regulation 34 of the SEBI Listing Regulations,
a separate section on BRSR forms a part of this
Annual Report, as attached to the Boards Report as
Annexure-11.

31. Employees Stock Option Schemes

The Nomination and Remuneration Committee
("NRC") of the Board of Directors, inter-alia,
administers and monitors the Employees Stock
Option Scheme of the Company and is in compliance
with the SEBI (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 ("SBEB Regulations")
and there have been no material changes in the said
scheme during the financial year under review.

During the financial year under review, pursuant to the
recommendation of the NRC and in accordance with
the provisions of the SBEB Regulations, the Company
continued implementation of the following employee
stock option schemes approved by the Board of
Directors and the Members of the Company:

1. Sula Vineyards Employees Stock Option Scheme
2021 ("ESOP 2021")

2. Sula Vineyards Employees Stock Option Scheme
2023 ("ESOP 2023")

During the financial year under review, the Board of
Directors approved allotment of 37,600 fully paid-up
equity shares of face value of Rs. 2/- each pursuant
to exercise of stock options under the Sula Vineyards
Employees Stock Option Scheme 2021 ("ESOP 2021")
to eligible employees of the Company. The said equity
shares have been listed on the BSE Limited and
National Stock Exchange of India Limited and all the
shares rank pari passu with the existing equity shares
in all respects.

There were no material changes made to the aforesaid
schemes during the year under review and the schemes
are in compliance with the applicable provisions of the
SBEB Regulations.

The disclosure as required under Section 62(1)(b) of the
Act read with Rule 12 of the Companies (Share Capital
and Debentures) Rules, 2014 and the SBEB Regulations
relating to ESOPs is provided on the website of the
Company at the below link: https://sulavinevards.com/
files/0526/SBEBS%20-%20ES0P%20Disclosure%20
2026.pdf

A certificate from the Secretarial Auditor of the
Company, Sunil Agarwal & Co., Practising Company
Secretary, confirming that the aforesaid schemes
have been implemented in accordance with the
SBEB Regulations, will be open for inspection at the
23rd AGM which is also available on the website of
the Company: https://sulavineyards.com/investor-

relations.php

32. Remuneration of Directors and Employees

Disclosure comprising particulars with respect to the
remuneration of directors and employees, as required
to be disclosed in terms of the provisions of Section
197(12) of the Act and Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is annexed as Annexure-6 to
this Boards Report.

The information in respect of employees of the
Company pursuant to Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended
from time to time is available for inspection at the
Registered Office of the Company during business
hours on working days up to the date of the AGM. Any
member interested in obtaining a copy of the same
may write to the Company Secretary at the Registered
Office of the Company.

33. Vigil Mechanism/Whistle blower policy

The Vigil Mechanism as envisaged in the Act, read with
the Rules prescribed thereunder, and the SEBI Listing
Regulations is implemented through the Companys
Whistle-Blower Policy.

The Company has established Vigil Mechanism
(Whistleblower policy) in accordance with the
provisions of Section 177(9) & (10) of the Act to report
instances of unethical behaviour, actual or suspected
fraud or violation of the code of conduct or any policy
of the Company.

The Vigil Mechanism/ Whistle Blower Policy has been
uploaded on the website of the Company at below link:

https://sulavineyards.com/files/1123/Vigil%20

Mechani.sm%20and%20Whistleblower%20Policy.pdf

It enables the Directors, employees and all stake-
holders of the Company to report genuine concerns
(about unethical behaviour, actual or suspected fraud,
or violation of the Code) and provides for adequate
safeguards against victimisation of persons who use
such mechanism and makes provision for direct access
to the Chairman of the Audit Committee. A quarterly
report on the whistle-blower complaints, as received, is
placed before the Audit Committee for its review.

During the financial year under review, no whistle-
blower complaints were received, reported or
registered under the Companys Vigil Mechanism
/ Whistle Blower Policy. The Company continues to
maintain an adequate vigil mechanism framework
to promote ethical conduct, transparency and
accountability across the organization.

Further details with respect to the Vigil Mechanism,
forms part of report on corporate governance which is
appended as Annexure-9 to this Boards Report.

34. Risk Management

At Sula Vineyards Limited, we recognize that effective
risk management is essential to achieving our strategic
objectives and ensuring long-term sustainability. Our
focus is to identify and embed mitigation actions for
material risks that could impact our current or future
performance, and/or our reputation. Our approach
is holistic and integrated, bringing together risk
management, internal controls, and business integrity,
ensuring that our activities across this agenda focus on
the risks that could have the greatest impact.

The nature of business is such that it is subject to
certain risks at different points of time. Some of these
include escalation in the cost of raw materials and other
inputs, increasing competitive intensity from other
players, changes in regulation from central and state
governments, cyber security, data management and
migration risks, data privacy risk, environmental and
climate risk. Sula Vineyards has always had a proactive
approach when it comes to risk management where
it periodically reviews the risks and strives to develop
appropriate risk mitigation measures for the same.

To enhance this focus, the Board of Directors has
constituted a Committee of the Board called the Risk
Management Committee to frame, implement and
monitor risk management plan.

Our approach:

- Risk Identification: Management identifies
areas that may positively or negatively affect
the Companys ability to implement its strategy
and achieve its objectives and performance
goals.

- All aspects of internal risk such as Strategic Risk,
Business Risk, Finance Risk, Environment Risk,
Personnel Risk, Operational Risk, Reputation
Risk, Regulatory Risk, Technology Risk and
Information and Cyber Security Risk and
external risk such as Sectoral Risk, Sustainability
Risk and Political Risk are covered as part of
the Risk Management Committee meeting.

- Root Cause Analysis: Root cause analysis
enables tracing the reasons / drivers for
existence of a risk element and helps
developing appropriate mitigation action.

- Risk Scoring: An analysis of all internal
processes and support functions is done to
determine the likelihood and impact of risk
elements.

- Risk Categorisation: The identified risks are
further grouped into (a) Controlled; (b)Serious;

(c)Disruptive; (d)Severe and (e)Critical.

- Risk Mitigation: Management is developing
appropriate responsive action on review of
various alternatives, costs and benefits, with
a view to manage identified risks and limit
the impact to tolerance level. Risk mitigation
plan drives policy development as regards
risk ownership, control environment timelines,
standard operating procedure, etc.

- Risk Monitoring & Reporting: It is designed to
assess on an ongoing basis, the functioning of
risk management components and the quality
of performance over time.

35. Nomination and Remuneration Policy

This Nomination and Remuneration Policy (the
"Policy") has been formulated by the Company in
compliance with Section 178 of the Act.

In accordance with the Nomination and Remuneration
Policy, the NRC formulates the criteria for
appointment as a Director, Key Managerial Personnel
and Senior Management, identifies persons who are
qualified to be Directors and nominates candidates
for Directorships subject to the approval of Board,
evaluates the performance of the individual directors,
recommends to the Board, remuneration to Managing
Director / Whole-time Directors, ensures that the
remuneration to Key Managerial Personnel, Senior
Management and other employees is based on
Companys overall philosophy and guidelines and is
based on industry standards, linked to performance of
the self and the Company and is a balance of fixed pay
and variable pay and recommends to the Board, sitting
fees/ commission to the Non-Executive Directors.

The Companys Nomination and Remuneration Policy
for Directors, Key Managerial Personnel and senior
management is available on the website of the
Company at below link:

https://sulavinevards.com/files/0473/Nomination%70

and%70Remuneration%Rs.0Policv.pdf

The NRC has also formulated a separate policy on the
Diversity of the Board of Directors which is available on
the website of the Company at below link:

http.s://.sulavinevard.s.com/file.s/04Rs.3/Diver.sitv%Rs.0

of%20the%20Roard%20of%20Director.s%20Policy.pdf

36. Corporate Social Responsibility (CSR) and CSR Policy

The Corporate Social Responsibility ("CSR") initiatives
of Sula Vineyards Limited are guided by the Companys
CSR Policy and are aligned with the requirements of
Section 135 of the Act and the Companies (Corporate
Social Responsibility Policy) Rules, 2014.

The CSR Committee had formulated and
recommended to the Board, a CSR Policy which was
subsequently adopted by it and is being implemented
by the Company.

The Company recognizes that integrating social,
environmental and ethical responsibilities into
its business operations is essential for long-term
sustainability, inclusive growth and value creation for
all stakeholders.

The CSR Policy of the Company aims to contribute
towards sustainable development of society and
environmental conservation with a focus on creating
a meaningful and lasting impact on communities. The
CSR activities undertaken by the Company primarily
focus on the areas of education, healthcare, hygiene,
environmental sustainability and rural development,
in line with Schedule VII of the Act. Through its CSR
initiatives, the Company continues to work towards
improving community well-being and promoting
responsible and sustainable business practices.

During the financial year under review, the Company
spent/contributed an amount of Rs. 2.01 Crores
towards CSR activities which has been in excess of the
prescribed CSR obligation under Section 135(5) of the
Act (2% of average net-profit of the Company of the
three preceding financial years, i.e. for FY 23, FY 24 and
FY 25 as per section 135(5) of the Act is Rs. 1.98 Crores)
thereby resulting in a surplus CSR spend of Rs. 0.03
Crores for FY 26.

Pursuant to the provisions of Section 135(5) of the
Act read with the applicable rules made thereunder,
the said excess amount, as approved by the CSR
Committee and the Board of Directors, shall be carried
forward for set-off against the CSR obligation of the
succeeding financial years, in accordance with the
applicable provisions of the Act.

The detailed Annual Report on the CSR activities
undertaken by the Company in FY 26, is annexed
herewith as Annexure-7 to this Report.

As on date of this report, the Company does not have
any unspent CSR amount pertaining to FY 26 required
to be transferred to any account/ Schedule VII fund or
any excess amount to be set off in the current financial
year, as referred in Section 135(5) and Section 135(6)
of the Act.

undertaken during the year are available on the
website of the Company: https://sulavineyards.com/
files/0423/Corporate%20Social%20Responsibility.pdf

37. Particulars of Public Deposits

Your Company had not accepted any deposits from
the public, or its employees, within the meaning of
Section 73 of the Act and the Companies (Acceptance
of Deposits) Rules, 2014 during the financial year
under review and there is no amount which qualifies
as deposit outstanding as on the date of balance
sheet and not in compliance with the requirement of
chapter V of the Act.

38. Particulars of Loans, Guarantees and Investments
under Section 186 of the Act

Pursuant to the provisions of Section 186 of the Act,
the disclosures pertaining to loans, advances,
guarantees, and investments form an integral part
of the financial statements and are included in this
Annual Report.

Particulars of loans and investments made pursuant
to Section 186 of the Act as on 31st March, 2026 are
provided in Note no. 5 (Investments) and Note no. 6
(Loans) to the Standalone Financial Statements and
the same forms part of this Report.

The disclosures pursuant to Regulation 34(3) read with
Schedule V of the SERI Listing Regulations relating to
loans and advances in the nature of loans granted to
firms/companies in which Directors are interested are
not applicable to the Company for the financial year
ended 31st March, 2026.

39. Dematerialization of Shares

The Companys shares are compulsorily tradable
in electronic form. As on the date of this report,
100% of the Companys total paid up capital are
in dematerialized form. Pursuant to amendments
in SERI Listing Regulations, requests for effecting
transfer of securities in physical form, shall not be
processed by the Company and all requests for
transmission, transposition, issue of duplicate share
certificate, renewal/exchange of securities certificate
and endorsement need to be processed only in
dematerialized form.

40. Details of significant and material orders passed by
the regulators or courts

There were no significant and material orders passed
by the regulators or courts or tribunals impacting the
going concern status and the Companys operations in
future.

The initiatives with respect to CSR, the CSR policy
framework and Annual Action Plan of CSR activities

41. Disclosure as per the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013

The Company has zero tolerance towards sexual
harassment at the workplace. The Company has
adopted a policy on prevention, prohibition and
redressal of sexual harassment at workplace in line with
the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 (POSH Act) and the Rules made thereunder.

Internal Complaints Committees ("IC") have been
constituted to redress complaints of sexual harassment
and the Company has complied with the provisions
relating to the constitution of IC under the POSH Act.

During the financial year under review, the Company
did not receive any sexual harassment complaints
under the POSH Act.

42. Other Disclosures

a. Unclaimed Dividend:

The Company after listing have declared three
dividends including two final dividends and one interim
dividend. Shareholders can claim their unclaimed/
unpaid dividends by sending a written request to the
Company at cs@sulawines.com or to the Companys
RTA at einward.ris@kfintech.com.

Pursuant to the provisions of Sections 124 and 125
of the Act, dividend amounts remaining unpaid or
unclaimed for a period of seven consecutive years are
required to be transferred to the Investor Education
and Protection Fund ("IEPF") established by the
Central Government.

Since the Company commenced declaration of
dividend from FY 23 onwards, no amount was
due for transfer to the IEPF during the financial
year under review on account of unpaid or
unclaimed dividend. Accordingly, no amount
pertaining to unpaid or unclaimed dividend was
transferred to the IEPF during the financial year ended
31st March, 2026.

b. MSME:

The Company has registered itself on Trade
Receivables Discounting System platform (TReDS)
through the service providers TReDS Limited. The
Company complies with the requirement of submitting
a half yearly return to the Ministry of Corporate Affairs
within the prescribed timelines.

c. Statutory Compliance:

The Company has adequate systems and processes
in place to comply with all applicable laws and
regulations, pay applicable taxes on time, and ensure
statutory CSR spend.

d. Consolidated Financial Statements:

Your Directors are pleased to attach the Consolidated

Financial Statements pursuant to section 129(3) of
the Act and Regulation 34 of the SEBI Listing
Regulations, prepared in accordance with the
provisions of the Act and the Indian Accounting
Standards (Ind AS).

e. Insolvency and Bankruptcy Code, 2016

No proceedings are made or pending under the
Insolvency and Bankruptcy Code, 2016 and there is
no instance of one-time settlement with any Bank or
Financial Institution.

f. Disclosure under SEBI Large Corporate
Framework

Pursuant to the criteria specified under the SEBI Master
Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2024/54
dated 22nd May, 2024, as amended from time to time,
the Company does not qualify as a "Large Corporate"
as on 31st March, 2026. Accordingly, the disclosure
requirements applicable to Large Corporates are not
applicable to the Company for FY26.

g. Details of utilization of funds

Pursuant to Regulation 32 of the SEBI Listing
Regulations, there were no deviations or variations in
the utilisation of proceeds raised through the Initial
Public Offer from the objects stated in the Prospectus
of the Company. Further, during the financial year
under review, the Company has not raised any funds
through preferential allotment or Qualified Institutions
Placement.

43. General Disclosures

The Managing Director and Chief Executive Officer
of the Company does not receive any remuneration
or commission from any of the subsidiaries of your
Company.

Your Directors state that no disclosure or reporting
is required in respect of the following items as there
were no transactions/ events on these items during
the financial year under review:

a. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

b. Issue of Shares (Including Sweat Equity Shares) to
employees of the Company under any Scheme.

c. Voting rights which are not exercised by the
employees in respect of shares for the subscription/
purchase of which loan was given by the Company (as
there is no scheme pursuant to which such persons can
beneficially hold shares as envisaged under section
67(3) (c) of the Act.

d. During the year, the Company has not made any
one-time settlement for loans taken from the Banks
or Financial Institutions, and hence the details of
difference between amount of the valuation done at
the time of one time settlement and the valuation
done while taking loan from the Banks or Financial

Institutions along with the reasons thereof is not applicable.

e. There was no revision of financial statements and Boards Report of the Company during the financial year under
review.

44. Secretarial Standards

The applicable Secretarial Standards, i.e. SS1 and SS2 relating to Meetings of the Board of Directors and General
Meetings, respectively, have been duly complied by the Company.

45. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and
outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is
furnished in Annexure-8 and forms part of this Report.

46. Acknowledgements

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the
banks, Government authorities, customers, vendors, and members during the financial year under review.

Your Directors take this opportunity to place on record their deep sense of appreciation for the services committed by
the Companys executives, staff and workers. The Directors would also like to thank the shareholders for their support
and contribution. We look forward to their continued support in future.