UNITED SPIRITS

BUSINESS OVERVIEW 1. PRODUCTS MANUFACTURED :Ever since its inception during the 19th Century, United Spirits Limited (USL) earlier known as the McDowell & Co. Ltd. and the flagship company of the UB Group - has been the metaphor for the finest spirits produced across the world. With more than 140 brands across different flavours such as Scotch, Whisky, Vodka, Rum, Brandy and imported Wines, USL has the most sought-after brand portfolio in the industry. The fact that 21 out of the 140 brands are "Millionaire Brands" (those that sell more than a million cases per annum) is a definite indication to the reach and popularity of USL's brands.

Not only that, United Spirit's brands have won the most prestigious of national and international awards across flavors, ranging from the Mondial to International Wine and Spirit Competition (IWSC) to International Taste and Quality Institute (ITQI); a total of 99 awards and certificates (as of December 2007) - which again is a true reflection of the company's commitment towards maintaining quality and finesse across all its offerings. USL has constantly revamped itself and its brands to keep pace with the changing business dynamics and global competition. The company's ultimate objective of becoming the second largest spirits company in the world received a major shot in the arm during 2007 with the acquisition of internationally renowned brands (companies) such as Whyte & Mackay, Bouvet Ladubay and Pinky Vodka.

And yes. with such a head start, the excitement continues as USL is geared for an action-packed year, which will drive it further closer to becoming the No. 1 spirits company in the world.

Dalmore With over 160 years of existence in the art of whisky-making, Dalmores Highland malt whisky is recognized as one of the finest distilleries in the world. To enrich the rich taste of Dalmore, the malts used for brewing the fine liquor are fermented in oak wooden casks for as long as 21 long years. With subtle transformation, the malt tends to emit an orange, healthier aroma with subtle hints of smoke. To find more you simply have to follow your nose and taste it with the help of Richard Patersons tasting notes. The pure water of River Alness is used to produce the Dalmore and its because of the wholesomeness of the river many other Highland malt whiskies of Scotland have set up their production lines along the banks.

From Norse to Gaelic, Dalmore means the big meadowland referring the fertile Black Isle located on the opposite side of the distillery. The Dalmore offers 26 unusually distinct aromas with a choice of flavor from chocolate and spice. Each of these exceptional malts has its own unique character and has bagged numerous prestigious awards.

Jura

Established in 1810, the name of JURAs single malts is inspired from the Island of JURA described as one of the most un-getable places by English writer George Orwell because of its distant location in London. The serenity of the location contributes to the unique blending process where whisky not only absorbs the flavors of the wood, but also the islands sea breeze passing over the porous walls of barrels. Often the smallest of factors can affect the balance of flavors in whisky. Jura, as they say is an island rich in history, myths and superstitions and thelegacy dates back to 8000 years ago where the pre-historic graveyard at Kilearnadil was said to be the resting place of a saint.

For true whisky enthusiasts a visit to the distillery is the major attraction. The island of Jura may be hard to get to, but those who have been there will find it even harder to leave. The fastest route from London involves changing a couple of flights and then a ferry. After winning numerous awards in its category JURAs single malt is distinguished for its subtle flavors world over.

Whyte & Mackay Established on the docks of Glasgow in 1844, the brand was named after two founders, James Whyte and Charles Mackay. The finest whiskey Whyte and Mackay is proud of its Glasgow roots to produce the rich flavor by combining the best of 35 selected malts in Scotland. The brand has always believed in the philosophy of good things comes to those who wait, and thats how Whyte and Mackay had been known for using the unique double marriage process in blending their whisky which not only guarantees a smooth, mellow and distinctive character but ensures every drop of Whyte & Mackay tasting as good as the first. There is an old saying which goes something like this You Cant Hurry Love. The simple meaning of the saying signifies the double marriage process.

At 12 years old, when other producers bottle their aged blends, Whyte & MacKays Master Blender brings together the finest malt whiskies, then returns them to sherry casks to marry for another year of loving union. At 13 years old, the second marriage takes place, when the finest grain whiskies are introduced to this blend of malts to create the masterpiece that is THE THIRTEEN.

There are 3 different variants of scotch whiskey based on the period of maturation, viz.
y

Whyte and Mackay The Thirteen (13 year old blended scotch whiskey)

Whyte and Mackay 19 Years Old Blend (19 year old blended premium scotch whiskey)

Whyte and Mackay 22 Years Old (Rare edition blended scotch whiskey)

Black Dog The birth of the great whisky took place almost 125 years ago when James McKinley from the second generations of the Leith Scotch-whisky blending family launched the masterful whisky by the name of Millard Black Dog. It is said that in the year 1883 Walter Millard, a Scot from British East India company came searching for the perfect Scotch and eventually discovered the great taste of whisky in these misty shores of Scotland. Today Black Dog is considered as a 100% genuine Scotch-whisky distilled, matured and blended in the lowland regions of Scotland. After more than 125 years every time-honored process is followed the same way to produce the impeccable blend of robust, yet smooth Scotch-whisky which is relished as an intricate fusion of delicate tones and soft aromas. Available in 2 enchanting blends - 12 Year Old Deluxe Scotch-whisky and 8 Year Old Centenary Scotch-whisky. For 12 Year Old Deluxe Scotch-whisky, the Master blender guarantees a lavish finishing with a touch of cream. On the other hand the 8 Year Old Centenary Scotch-whisky comes with a promise of giving a balanced, long and intense finishing. Antiquity

It was during the era of sizzling 80s, Antiquity captured the fascination of whisky and scotch drinkers with its exceptional creation. It is a unique blend of exclusive Scotch, fine Indian malts and alcohol with zero artificial flavors. Needless to say the blend composition was derived after numerous experiments and till date the composition is a closely guarded secret, known only to the Master Blender. Quality of the product is maintained using strict quality control norms including finger-printing using the sophisticated Gas Chromatographic technique. A timeless packaging that's earned global recognition, bagging prominent awards like World-star, Asia-star and India-star. Available in two distinct blends - Antiquity Blue and Antiquity Rare, the brand is known for its indomitable spirit and superior taste.

Both variants come in colors of Antique Gold with fantastically long and smooth finishing. As far as the aroma goes Antiquity Blue gives a whiff of peat as the delicate spice is married beautifully with honey, vanilla and tropical fruits double the excitement. On the other hand its sibling Antiquity Rare couples the delicate balance of malt and wood with a rare touch of heather.

Signature

In the late 80s and early 90s, finding a Scotch or expensive whisky was a tough task. Every connoisseur stocked his bar largely from the bootlegger or trips abroad. With bootlegger, the risk of getting original stock always remained a question mark and secondly bulk purchase requirements of corporate partners could not be met. That saw the birth of Signature Whisky. Thats how in 1991, McDowell & Company launched this prized blend of imported Scotch having impeccable Indian malts and called it McDowell's Signature which soon started expanding its consumer franchisee to become the Best Indian Whisky of all time.

The full-bodied Signature blend with a well-rounded bouquet of peated malts and a generous infusion of Scotch, adds to its superior value delivery. The physical identity of brand Signature played an instrumental role in creating a premium, aspirational and exclusive imagery for it. As it stepped into the new millennium, the focus shifted towards premium whisky drinkers who were younger, well-heeled, well-exposed and on-the-way-to-the-top. Thus was born the New Signature, known commonly for its rich "Scotch like Taste," McDowell's Signature is clearly young, modern, and stylish for the discerning.

Royal Challenge

Royal Challenge is the largest selling premium whisky in India with a rich heritage of innovation and unsurpassable quality. Blended for 24 years, Royal Challenge has won the hearts of whisky drinkers across the nation since its inception in the 80s. It is said that the Master Blender spent a lot of time in studying the properties of various oak wood casks to select the right procedure for maturation. The kind of imagery it lends to its customers goes in to prove its leadership in the market. As the UB Group acquired Shaw Wallace in 2005, Royal Challenge commonly referred as RC amongst whisky drinkers became a part of USL's proud legacy.

An amazingly smooth whisky, the secret of its velvet-like texture lies in the use of leisurely matured malt spirit. With its rare texture of antique gold, the finishing gets long, smooth, deep

and yet so delicate.

McDowell's No.1

McDowells No.1 has undoubtedly been the top-of-the-line whiskey both literally and laterally. Over the years the brand has reinvented itself in all possible ways and has looked at greater accomplishments in product, packaging, marketing and promotions. In the beginning, it had the tag 'Mera No.1' attached to it. However, over the years, it has evolved and transformed from an "icon" to a brand character. The brand has reinvented itself in all possible ways and has looked at greater accomplishments over the years. With the simple proposition of celebrations in life begin with McDowell, the trademark cheer finger has quite evidently made an impression. The proof of its quality and appeal is that it has not only survived the Scotch invasion, but is on its way to becoming one of the biggest whisky brands in the world even beating pure Scotch! Apart from the popular McDowell's No. 1 Reserve Whisky, McDowell has another variant under its label - DietMate Whisky, world's first diet whisky, created especially for the fitness conscious drinkers. The brand's ability to change itself constantly and remain connected to the ever - changing customer aspirations is the key to its success.

Its aroma has a subtle vanilla-like sweetness and no wonder which gives it a light, smooth and warm finishing.

McDowell's No.1 Platinum

The No.1 spirit of leadership.

A true leader is he who thinks, and acts unconventionally. Bearing testimony to this belief is McDowells No.1 Platinum - A brand that celebrates real leaders. As drinking whiskey is perceived as a sign of achievement among todays youth, McDowells No.1 Platinum serves as an inspiration to the young leaders of tomorrow to dream big and work towards achieving it. Based on the insight, in todays world successful leader is he who makes unconventionality a way of his life, the brand reaches out across different media to awaken the leader in each

one of us.

A leader in his own right.

It is said, the task of a leader is to get his people from where they are, to where they have not been. Case in point is MS Dhoni having led the Indian team to victory in the World Cup 2011. Gifted with leadership qualities that have inspired millions, it is no surprise that MS Dhoni fits the bill to be the brand ambassador for Mc Dowells No. 1 Platinum. Undoubtedly one of the best captains of all time, MS Dhoni embodies the brands ethos - Think and lead differently. And this platinum partnership certainly is a great unison of two iconic brands that synergize each other in an immaculate manner.

Defining leadership. In its endeavor to emphasize the true essence of unconventional leadership, McDowells Platinum No.1 recently shot a television commercial (TVC) starring MS Dhoni. The authentic plot of the TVC revolves around the thought Successful leaders think differently. And takes us to the last over of the final T20 match in September 2007, where Dhoni, being the epitome of unconventional leadership, led India to a glorious win. This inspiring TVC, features a stirring narration by the captain himself. Further, its also a visual treat that offers a grand mix of stunning visuals and mind-blowing graphics. Currently on air in all leading TV channels and out-of-home media, it aims at reinforcing in the consumers minds the brands philosophy The No.1 Spirit of Leadership.

Bagpiper

Bagpiper is one of the flagship brands of United Spirits Limited and the worlds largest selling whisky. The brand sold more than 16 million million cases in 2009-10. The 33 year old flagship brand of USL is the market leader with 27% market share.

Bagpiper Whisky was launched in 1976 by Herbertsons which was acquired by the UB Group in 1973. With a distinct style and blend, Bagpiper is been promoted as the whisky of the cinestars, endorsed by the reigning macho heartthrob. Bagpiper has many firsts to its credit including the guala caps and tetra packs. Bagpiper is exported to 22 countries. The brands promise of Khoob Jamega Rang jab mil baithenge teen yaar... Aap, Mein Aur Bagpiper is synonymous with the Bollywood glamor.

Bagpiper Whisky is known for its strong blend and light malt-like aroma with a hint of woody/earthy character at the background. The malt spirits used in the blend are chosen from malts matured in pre-identified American oak casks. These malt spirits, when blended in certain proportions, give a smooth woody aroma to the whisky.

Celebration Rum Mc Dowells Celebration Rum is the 2nd largest rum in the world and a market leader in India. Available in 2 variants - No.1 Celebration Rum and No.1 Celebration Rum Dry & White, both of which are matured, distilled and blended with exceptional finesse. It captures the traditional roots of rum making and full credit to the Master Blender who did a rigorous study before creating this superior blend. Its chocolate brown texture makes it full-bodied rum with richness of toffee and caramel in its aroma. Take a sneak peek at the residential bar of any defense personnel you can be doubly sure to find atleast one bottle of Celebration Rum.

Bouvet Ladubay

With the acquisition of BOUVET-LADUBAY in July 2006, the UB Group has made a strategic entry into the wines category. BOUVET-LADUBAY based in Saumur in the Loire Valley region in France, has a heritage of over 160 years. BOUVET-LADUBAY has won many International Awards and Recognition for the longstanding quality of its fine Sparkling Wines. (360 Medals, 100 Gold Medals until today). BOUVET-LADUBAY considers Wine as Lifestyle Art the French "Art de Vivre" & has always been partnering with Arts : Contemporary Art through its Art Center, Theatre through its 19th Century Theatre, Cinema through numerous events during each year Cannes Film Festival for instance for over 15 years. The Company currently produces 5.5 Million bottles per annum and has a 8 Million

bottles production capacity through its new Winery BOUVET-LADUBAY Full Metal inaugurated in December 2008 by Dr Vijay Mallya, Mr Ravi Nedungadi and his Excellency Ranjan Mathai, Indian Ambassador to France.

Pinky

Its pink with an exotic combination of flowers and fruit. Packaged in its chic perfumed styled bottle, Pinky offers a shot of sheer feminity. Created in Sweden by champion wine tasters, Pinky owes its elegance and distinctive pink taste to a bouquet of violets, rose petals, wild strawberries and other botanical herbs hand blended into the vodka after distillation for maximum flavor. To accentuate its sensuous appeal the brand name is printed in metallic silver on a black layered mono carton. The brands unusual typeface adorned with rose thorns suggests its beauty while alluding to its ingredients.

Romanov

Romanov gets its name from the last czar of Russia and true to its calling remains committed to the finest vodka making, the way Russians traditionally made their vodkas. A premium offering for the fastest growing vodka consumers in the country, Romanov is at the forefront of all innovations. The finest grains from different harvest seasons are fermented with utmost care to retain all the natural characters. With multi-distillation and multi-filtration techniques, a never before blend of Romanov Red is finally blended to perfection with a rigorous 7 step manufacturing process. Keeping in step with the changing times Romanov offers 2 peppy flavors namely Green Apple and Tropical Thrill, orange,lemon. A World class triple-distilled blend with a tinge of de-mineralized water, Romanov induces a sense of refreshing energy, and its piquancy leaves you craving for more.

White Mischief

White Mischief is triple-distilled vodka filtered to the highest levels of purity to ensure the flamboyant spirit of youth - its core essence being flirtatious mischief. The clean and dry

Extra Neutral Alcohol is blended in close supervision and strict quality control parameters to ensure a high quality vodka blend. The frosty and smooth look of the bottle with shades of royal blue and white on the vial stand for the stylish youth of today. White Mischief is the market leader today with 46% market share.

Four Seasons

Four Seasons range of premium wines is a delight for every season. Be it sprightliness of a fresh spring morning, the joyous warmth of a glorious summer afternoon the tingling nip of a crisp autumn twilight or the biting chill of an icy winter night, it offers wines in 6 distinct flavors - Sauvignon Blanc, Chenin Blanc, Blush, Cabernet Sauvignon, Shiraz and Zinfandel. Four Seasons uses fine French varieties of wine grapes cultivated in the Western Ghats of Maharashtra to produce wines at the state-of-the-art winery in Baramati. The lush rolling Western Ghats which occupies almost 1000 acres of Nasik and Sahyadri ranges offer not just a breathtaking landscape of beauty but are endowed with the perfect natural conditions to nurture the grapes. All thanks to Mr. Abhay Kewadkar the Cheif Winemaker and Business Head for the UB Group who seamlessly used his expertise in setting up its wine business.

BOARD OF DIRECTORS

Dr. Vijay Mallya Chairman Dr. Vijay Mallya is the face of the $2 billion UB Group. 52 year-old Dr. Mallya took over the reins of the United Breweries Group in 1983 at the tender age of 28 and has, since then, steered the UB Group to a multinational conglomerate.

Instrumental in shaping the Kingfisher brand as one of the most popular beers across the globe, Dr. Mallya has received several awards both in India and overseas. He was conferred a Doctorate in Philosophy in Business Administration (honoris causa) by the University of Southern California and nominated as a Global Leader for Tomorrow by the Geneva-based World Economic Forum (WEF).

In recognition of Dr. Vijay Mallya's contribution to the development of Trade and Industry in

Karnataka, the Federation of Karnataka Chambers of Commerce and Industry conferred upon him "Sir M. Visvesvaraya Memorial Award" for the year 2001.

Dr. Mallya is a Member of Parliament and on the board of several public companies in India and abroad.

Mr. S. R. Gupte Vice Chairman Mr. Subhash Raghunath Gupte (Mr. Gupte), aged 68 years, is a Chartered Accountant. Mr. Gupte has worked with Caltex India Limited for 5 years in various capacities. Mr. Gupte has also worked with Air India for 24 years and took over as Acting Chairman and Managing Director from July 17, 1990. He was also Chairman of Hotel Corporation of India till November, 1991. Mr. Gupte has been with the UB Group for the last 15 years. Mr. Gupte has varied experience in financial, administration and personnel fields as he was heading these fields in Air India.

Mr. Ashok Capoor President and Managing Director Mr. Ashok Capoor is the President and Managing Director of United Spirits Limited, the worlds largest alco bev company by volume and the USD 2 billion spirits arm of the UB Group.

Mr. Capoor has over 35 years of experience across companies and various functions with major specialization and experience in sales & marketing. He has led several brands to their global iconic status despite operating in highly regulated business environments.

Mr. Capoor started his career with the National Tobacco Company in 1976. He then took up an assignment with Godfrey Phillips India Ltd. as Branch Manager in 1978. He rose to the position of Regional Manager Sales, Northern Region in April 1982 and then to the position of Marketing Manager in 1988. He later joined the erstwhile Herbertsons Limited as Divisional Vice President in 1992, looking after PAN India Sales and Marketing operations. He later took over as Chief Operating Officer (West) in United Spirits Ltd. (USL) in June

2001. During his tenure, USL took giant strides in the Western region and gained significant market share across brands, setting a performance benchmark for other regional profit centers within the USL fold.

Mr. Capoor donned the mantle of the Deputy President of United Spirits in 2007, directly overseeing the sales and marketing function across the country. During his tenure, USLs growth outpaced the industry, consistently achieving over 12 13% volume growth and a 16% value growth year on year. Under his visionary leadership, USL reached the global No 1 mark with 21 brands in its portfolio selling over a million cases every year.

Mr. Capoor is known for his market driven management style backed with teams that remain continuously motivated to beat their own benchmarks and deliver shareholder value. His charter is to lead United Spirits to the 200 million cases mark in the next five to six years. Mr. Ashok Capoor was born on the 5th of July, 1953. He completed his schooling from Mayo College, Ajmer. He is an alumnus of Sri Ram College of Commerce, Delhi where he secured a degree in B.A. Economics (Hons). He has also secured a masters degree in Business Administration (Marketing) from Faculty of Management Studies, Delhi. He successfully completed an Advanced Management Programme from Harvard University, Boston.

Mr. M. R. D. Iyengar Mr. M. R. Doraiswamy Iyengar. aged 66 Years is a Graduate in Commerce and a Chartered Accountant. He is also a post Graduate in Law, holding a B.L. degree. Mr Iyengar has served as Chief Accountant and Secretary of a few Companies for 6 years and joined M/s. K. V. Narasimhan & Co., a firm of Chartered Accountants as partner in 1970. Mr. Iyengar was a senior Partner in the firm till 28-3-2000 and has since retired from the said firm presently, Mr. Iyengar is a Consultant and advisor to the said firm.

Mr. Doraiswamy Iyengar has over 30 years experience in auditing and accounts of both Public and Private Sector Companies and large sized firms, specialized in taxation of all categories of assesses both under Direct Tax laws & also State Sales Tax law and has carried investigations for Companies. Presently Mr. Iyengar is appearing before all Appellate authorities in Tax cases.

Mr. Doraiswamy Iyengar was appointed as an additional Director on April 19, 2001.

Mr. Sreedhara Menon Mr. Sreedhara Menon, aged 70 years, is currently Chairman of the Board and Strategic Advisor of VITEOS Capital Market Services Limited, a Business Process Outsourcing Company in India with a branch located at Somerset, New Jersey, USA. Mr. Menon has previously held senior positions as Deputy President and Member of the Board of Directors of American Express Bank Limited, Chairman of the Board of Directors of American Express Bank International, Managing Director, Emerging Markets Group at Lehman Brothers Inc., New York and General Partner and Vice Chairman of RRE Ventures, LLC. Mr. Menon has served as a Member of the Board of Directors of U.S.-India Business Council, Asean-U.S. Business Council, President of India-America Chamber of Commerce in New York, etc. Mr. Menon holds Masters Degree in Economics from Maharaja's College of the University of Kerala, India. He resides in Short Hills, New Jersey, U.S.A.

Mr. Menon is Director in Viteos Capital Markets Services Limited.

Mr. B.M. Labroo Mr. B. M. Labroo, aged 75 years, is an Industrialist and has wide experience in marketing, finance and corporate governance. Mr. Labroo is an M.A. in Political Science from Punjab University and is the promoter and Chairman of Asahi India Glass Ltd.

Mr. B M Labroo is a member of the Audit Committee, Shareholders/Investors Grievance Committee, and Chairman of Compensation Committee.

Mr. S.K. Khanna Mr. Sudhindar Krishan Khanna (Mr. Khanna), aged 54, is a qualified Chartered Accountant. He ranked 3rd in the UK in the Intermediate Examination of the Institute of Chartered Accountants in England & Wales and 1st in the Finals with the prize of the best paper in Law. Mr. Khanna joined Accenture, London as a Senior Consultant in the year 1977 and promoted to Partner in 1986.

Mr. Khanna possesses a very large range of experience in advising clients in strategy, reengineering and technology across a range of industries at the Chairman/CEO level in approximately 20 countries. Mr. Khanna was responsible for setting up all of Accenture business in India which today is approximately 40,000 people, and is the largest geography for Accenture. He recently retired from Accenture after 30 years - his last position being Global Managing Partner Outsourcing, based in London.

Mr. Khanna also speaks at a variety of global conferences and interacts with the media globally. Mr. Khanna is a Charter Member of TIE which is a Global Technology Networking/ Mentoring Organization. He is also on the Board of IBPN (Indo British Partnership) and on the Board of the India Advisory Group, which advise the UK and Indian Government on strengthening India - British economic ties. Mr. Khanna was appointed as additional Director of the Company on June 01, 2007 and will hold office as Director up to this Annual General Meeting.

Mr. Khanna does not hold any share in the Company.

MARKET SHARE
The Indian spirits industry today is pegged at 236 million cases and USL has a 59% market share in India in the segments it operates in. Indias Largest Beverage Alcohol Group and The Largest in the World. Total worth of its spirits division brands is over $ 5 billion US Dollars. Market Leader with over 59% market share of India Spirits Business. 114 million cases in the year 2010-11. Portfolio comprises of a wide range of Brands including 21 Millionaire Brands.

USL has dominant market share & the fastest growing brands in most key segments category USL Market Share (%) BII Scotch Premium Scotch Regular Scotch Whiskey Premium 60% Royal Challenge (# 2), Signature (# 3), Antiquity (# 4, Fastest Growing Premium Whisky) Prestige 61% Mc Dowell's No 1 (#1), DSP Black (#3, Fastest Growing Prestige Whisky) Regular 55% Bagpiper (#1), OTW (# 3, Fastest Growing Regular Whisky) Vodka Premium Prestige Regular -7% 83% Red Romanov (#2) White Mischief (#1), Romanov (#2) Regular Rum 56% McDowells Celebration (#1), Old Cask (#3, Fastest Growing Rum) Regular Brandy 67% Mc Dowells No 1 (#1), Honey Bee (#2, Fastest Growing Regular Brandy), John Exshaw(#3) Regular Gin 79% Blue Riband 6% 44% Black Dog 12 Yr (Rank # 1, Fastest Growing Premium Scotch) Black Dog 8 Yr (Fastest Growing Regular Scotch) Brand Ranking

TOP 10 CUSTOMERS ON THE BASIS OF MARKET SHARE

Over two-thirds of the Companys sales are made to large parastatal organisations controlled by the State Governments.