UNITED SPIRITS LIMITED

United Spirits Limited was initially incorporated in year 1999 as 'McDowell Sprits Limited'. In April 1, 2000, the company name was changed from McDowell Sprits Limited to McDowell & Company Limited and thereafter, the name of the Company was changed from McDowell & Company Limited to United Spirits Limited, with effect from October 17, 2006. United Spirits Limited is the largest alco beverage Company in India and is also among the largest consumer goods companies. The Company is involved in the manufacture, sale and distribution of beverage alcohol. It has a comprehensive brand portfolio with over about 80 brands of Scotch whisky, IMFL whisky, brandy, rum, vodka and gin. 8 of these brands sell more than a million cases annually. The Company produces and sells around 72 million cases. McDowell's No.1, Royal Challenge, Royal Challenge American Pride, Signature, Antiquity, Black Dog, Director's Special Black, McDowell's Rum & McDowell's Brandy are some of the marquee brands owned by your Company. In addition, your Company also imports, manufactures, distributes, and sells various iconic Diageo brands such as Haig Gold Label, Captain Morgan, Johnnie Walker, J&B, Baileys, Lagavulin, Talisker, VAT 69, Black & White, Smirnoff and Ciroc in India under different licensing agreements. The Company is engaged in the business of manufacture, purchase and sale of beverage alcohol (spirits and wines), including through tie-up manufacturing units and strategic brand franchises. In addition, the Company holds the perpetual right to the Bangalore Franchise of Board of Control for Cricket in India - Indian Premier League (BCCI-IPL). They operate in two geographic segments: India and outside India. The Company's portfolio includes brands such as McDowell's No.1, Royal Challenge, Signature, and Antiquity, among others. It also imports, manufactures and sells Diageo's iconic brands such as Johnnie Walker, VAT 69, Black & White, Smirno and Ciroc in India. It has brands spanning across price points operating in all segments of Popular, Prestige, Premium and Luxury. In the year 2002, McDowell Alcobev became the wholly owned subsidiary of the company. Also, the company made alliances with US, Australia and French Cos. for bulk wine import. Phipson Distilley became a wholly owned subsidiary of the company. Also, the company acquired 85% equity stake in Truimph Distilleries & Vinters Pvt Ltd, subsequently, the Truimph Distilleries & Vinters became a subsidiary company. In December 2002, the company acquired the Indian and Middle East businesses of Gilbeys from UDV through their ultimate subsidiary Triumph Distillers & Vintners Pvt Ltd. During the year, McDowell International Brands Ltd became a wholly owned subsidiary consequent upon the transfer of beneficial interests in the balance 60 equity shares of Rs 10 each held by the other shareholders to the company. In the year 2003, the company rolled out their new Whisky brand, 'Derby Special Whisky' in Andhra Pradesh Market. They forged alliance with Newzealand Company called Independent Liquor to pursue an aggressive growth strategy in the ready-to-drink segment. McDowell Alcobev, a subsidiary of the company made open offer to acquire 25% stake in Intertia Industries. The company unleashed new Vodka as part of their product portfolio. In the year 2004, the company launched the Old Cask Rum, in the Karnataka market. Also, they unveiled the 'Signature', a new and costly item in product line at Tamil Nadu market. During the year 2004-05, the McDowell India Spirits Ltd became a wholly owned subsidiary of the company consequent upon the purchase of 50,000 equity shares of Rs 10 each, from the existing shareholders of the company. The company made an open offer to the shareholders of Shaw Wallace & Company Ltd. Pursuant to the open offer, the company acquired 12,001,518 equity shares constituting 25% of the paid up equity share capital of Shaw Wallace & Company Ltd. Also, the investment business of the company was demerged and transferred to McDowell India Spirits Ltd (now know as McDowell Holdings Ltd) with effect from the April 1, 2005. During the year 2005-06, Phipson Distillery Ltd, United Spirits Ltd, Herbertsons Ltd, Triumph Distillers & Vintners Pvt Ltd, Baramati Grape Industries Ltd, United Distillers India Ltd, McDowell International Brands Ltd and Shaw Wallace Distilleries Ltd were amalgamated with the company with effect from April 1, 2005. In order to expand their Scotch whisky to a larger consumer segment and the middle-income group in particular, the company launched a low-priced variant of their Black Dog Scotch. Also, they introduced McDowell's No.1 Celebration Rum and Antiquity Blue. In March 2006, Primo Distributors Pvt Ltd, a wholly owned subsidiary of United Distillers India Ltd, became a wholly owned subsidiary of the company. During the year 2006-07, the company launched their international operations with the acquisition of Bouvet-Ladubay S.A., a 3.2 million-bottle winery in the Saumur Valley in the Loire region of France. In May 2007, the company acquired 100% stake in Whyte & Mackay, a leading distiller of Scotch whisky. During the year 2007-08, Liquidity Inc, Whyte and Mackay Group Ltd, Whyte and Mackay Ltd, Whyte and Mackay Warehousing Ltd, Bruce & Company (Leith) Ltd, Charles Mackinlay & Company Ltd, Dalmore Distillers Ltd, Dalmore Whyte & Mackay Ltd, Edinburgh Scotch Whisky Company Ltd, Ewen & Company Ltd; Fettercairn Distillery Ltd, Findlater Scotch Whisky Ltd, Glayva Liqueur Ltd, Glentalla Ltd, GPS Realisations Ltd, Grey Rogers & Company Ltd, Hay & MacLeod Ltd, Invergordon Distillers (Holdings) Ltd, Invergordon Gin Ltd, Isle of Jura Distillery Company Ltd, Jarvis Halliday & Company Ltd, John E McPherson & Sons Ltd, KI Trustees Ltd, Kensington Distillers Ltd, Kyndal Spirits Ltd, Leith Distillers Ltd, Loch Glass Distilling Company Ltd, Longman Distillers Ltd, Lycidas (437) Ltd, Pentland Bonding Company Ltd, Ronald Morrison & Company Ltd, St. Vincent Street (437) Ltd, Tamnavulin-Glenlivet Distillery Company Ltd, TDL Realisations Ltd, Invergordon Distillers Group Ltd, Invergordon Distillers Ltd, The Sheep Dip Whisky Company Ltd, W & S Strong Ltd, Watson & Middleton Ltd, Wauchope Moodie & Company Ltd, Whyte and Mackay de Venezuela CA, Whyte & Mackay Distillers Ltd, Whyte and Mackay Holdings Ltd, Whyte and Mackay Property Ltd, William Muir Ltd, WMB Realisations Ltd, McDowell & Company Ltd, Jasmine Flavours & Fragrances Pvt Ltd and Royal Challengers Sports Pvt Ltd became the subsidiaries of the company. During the year 2008-09, United Spirits (Shangai) Trading Company Ltd became a wholly owned subsidiary of the company. In March 2009, as per the scheme of amalgamation, Zelinka Ltd was amalgamated with the company with effect from April 1, 2007. Consequent upon the amalgamation of Zelinka Ltd with the company, Palmer Investment Group Ltd and Montrose International S.A. became direct wholly owned subsidiaries of the company and Liquidity Inc. became a direct subsidiary of the company. In June 2009, as per the scheme of amalgamation, Shaw Wallace & Company Ltd and Primo Distributors Pvt Ltd were amalgamated with the company with effect from April 1, 2007. Consequent upon the amalgamation of Shaw Wallace & Company Ltd, Shaw Wallace Breweries Ltd became a direct subsidiary of the company. During the year 2009-10, Tern Distilleries Pvt Ltd having a unit for manufacture of Extra Neutral Alcohol in Andhra Pradesh, became a wholly owned subsidiary of the company consequent upon the acquisition of their entire paid-up share capital by the company. Consequent to allotment of equity shares to another investor and to the company, Four Seasons Wines Ltd ceased to be a wholly owned subsidiary but continues to be a subsidiary of the company. During the year 2010-11, as per the scheme of arrangement, all the assets and liabilities of Balaji Distilleries Ltd, other than Brewery Division Undertaking, as a going concern stood transferred to and vested in the Company with effect from April 1, 2009. The company acquired 61.53% of the paid up capital of Sovereign Distilleries Ltd (SDL). Consequently, SDL became a subsidiary of the company. Also, the company proposes to acquire 100% of the paid up capital of SDL. During the year, the company acquired 7,322,280 equity shares constituting 54.69% of the paid up capital of Pioneer Distilleries Ltd (PDL). Further, 977,212 Equity shares, constituting 7.30% and 2,677,640 equity shares, constituting 20.00% of the paid up capital of PDL were acquired from the open market, thereby acquiring a total of 10,977,132 equity shares, aggregating to 81.99% of the paid up capital of PDL. Consequently, PDL became a subsidiary of the company. During the year, Herbertsons Ltd and Spring Valley Investments Holding Inc, ceased to be subsidiaries of the company consequent to the sale of shares and liquidation respectively. Chennai Breweries Pvt Ltd (CBPL), a wholly owned subsidiary of Balaji Distilleries Ltd (BDL) became a wholly owned subsidiary of the company consequent to amalgamation of BDL with the company. In November 2011, Chennai Breweries Private Litd was amalgamated with United Breweries Ltd with effect from November 12, 2012. During the year under review, the company had acquisition of 41.54 % Equity stake in Sovereign Distilleries Ltd In 2012, the company acquired 100% ownership in Sovereign Distilleries Ltd and also confirmed stake sale talks with Diago plc. On 27 May 2013, Diageo acquired a 10% stake in United Spirits at a cost of Rs 20,927,196,000. It also separately acquired an additional 58,668 shares for Rs 85,778,082. On 4 July 2013, Diageo bought an additional 14.98% of the company for Rs 31.35 billion. Diageo acquired an additional 21.77 million shares at a cost of Rs 1,440 per share in an off-market-deal from United Spirits' promoters, raising its holdings to 25.02 per cent of the company. Following that purchase, Diageo held 36.3 million shares in USL, acquired at a cost of Rs 52,358.5 million, making it the largest shareholder. Under pressure from Diageo, some substantial changes to the management structure of the firm began to take place in 2013. The issued, subscribed and paid-up equity share capital of the Company stood increased from Rs.1,307,949,680/- divided into 130,794,968 equity shares of Rs.10/- each to Rs.1,453,277,430/- divided into 145,327,743 equity shares of Rs.10/- each consequent upon the issue and allotment of 14,532,775 equity shares of Rs.10/- each at a price of Rs.1,440/- per equity share on preferential basis to Relay B.V., an indirect wholly owned subsidiary of Diageo plc in FY 2014. During the year 2014, the Company has entered into an Asset Purchase Agreement with JP Impex Incorp, a partnership firm having its principal place of business at No.219/11, J P Corp, Bellary Road, Sadashivanagar, Bangalore - 560 080 and factory at Plot No.82/3 and 82/2 in Survey No.95 in the Nandur Kesaratagi Industrial Area, Nandur Hobli, Kesaba Teluka, Gulbarga District, Gulbarga, Karnataka (Factory), inter alia, for purchasing from the firm, the building, plant and machinery, licences, transfer of lease hold rights on the land, all relating to the Factory. The purchase of the above assets would facilitate an increase in the Company's licensed Indian Made Foreign Liquor production capacity in the State of Karnataka, which the Company proposes to use for Tetra Pak production and availing logistical advantage. The closing of the transaction is subject to the fulfillment of certain conditions precedents by the Firm. Further to the approval of Board of Directors of the Company and final clearance of the individual directors authorized by the Board to monitor the process, on July 7, 2015, the Company placed an order for sale by way of a block trade on National Stock Exchange of India Limited (NSE) of 85,00,000 equity shares held by the Company in United Breweries Limited (UBL) (constituting 3.21% of the paid up equity share capital of UBL) to Heineken International B.V. at a price of Rs 1,030 per share. The sale consideration, net of brokerage, was Rs 872 Crores (against book value of Rs 15 Crores) resulting in profit on this transaction (which is to be determined after taking into account other transaction costs and taxes). Following the completion of this sale on July 9, 2015, the Company holds no shares in UBL and has ceased to be a promoter in UBL. This divestment was a part of the process of magnetizing certain non-core assets of the Company (as previously disclosed to the stock exchanges on October 20, 2014), in the ordinary course of the Company's business. During FY 2015, the Company's manufacturing unit situated at Poonamalle, Chennai was hived-off to Enrica Enterprises Private Limited in terms of Section 391 to 394 of the Companies Act, 1956 pursuant to the approval of the Hon'ble High Courts of Karnataka and Madras. In addition, the Company's entire holding in its wholly owned subsidiary Whyte and Mackay Group Limited along with its subsidiaries were transferred during the year to Emperador Inc. Subsequent to the financial year 2014-15, SW Finance Co. Limited, a wholly owned subsidiary of the Company, was amalgamated with the Company pursuant to the orders of the Hon'ble High Courts being filed with the Registrar of Companies. The Company had 22 subsidiary companies in the financial year ended on March 31, 2015. The Company had 19 subsidiary companies in the financial year ended on March 31, 2016. Consequent to sale, Bouvet Ladubay S.A.S. and Chapin Landias S.A.S., the two wholly owned subsidiaries of the Company ceased to be subsidiaries of the Company and SW Finance Co. Limited ceased to be subsidiary of the Company upon its merger with the Company. During the year 2019, two biggest Prestige segment brands, Royal Challenge and McDowell's No. 1 - were re-launched. Hipster', a portable Scotch whisky was launched. During the year 2020-21, 3 companies ceased to be subsidiary viz., (i) UB Sports Management Overseas Limited, a wholly owned overseas subsidiary consequent upon its merger with Palmer Investment Group Limited, another wholly owned overseas subsidiary; (ii) Liquidity Inc, an overseas subsidiary, consequent upon the sale of entire stake held by the Company and (iii) Tern Distilleries Private Limited, a wholly owned subsidiary, consequent upon sale of entire stake held by the Company. Montrose International (S.A.), Panama, a wholly owned overseas subsidiary ceased to be a subsidiary. During 2021-22, the Company launched Royal Challenge American Pride, a smooth, accessible, and inclusive whisky. Hip Bar Private Limited ceased to be an associate company of Company effective on 3rd August 2021. It launched two limited-editions, the first being a single grain, 100% rice whisky of 2,000 bottles; the second, a peated Indian single malt, 3,600 bottles only. Godawan, a first artisanal single malt with sustainability credentials was launched in 2022. During 2022-23, Pioneer Distilleries Limited (PDL), a listed subsidiary of the Company got merged with the Company through the Scheme of Amalgamation and was made effective from December 30, 2022. Pursuant to the scheme on January 13, 2023, the Company allotted 7,12,138 number of fully paid up equity shares to PDL shareholders in the ratio of 10 fully paid-up equity shares of Face Value of Rs 2/- each of the Transferee Company, for every 47 fully paid-up equity shares of face value Rs 10/- i.e., 10:47, which consequently got listed on National Stock Exchange of India Ltd.(NSE) and BSE Ltd effective from 21st February 2023. During 2022-23, the Company made an investment of Rs 32 Crores in Nao Spirits & Beverages Private Limited and NAO was made an associate Company of the Company. Sovereign Distilleries Limited (SDL) ceased to be subsidiary of the Company as the Company sold all equity shares held in SDL for consideration of Rs 32 Crores. During the year 2022-23, the Company launched a limited-Edition Pack on Black Dog in partnership with Keira Knightley; launched Johnnie Walker Blonde, launched Walkers & Co and launched Royal Challenge Whiskey. In May 2024, the Company acquired a minority stake in Inspired Hospitality Private Limited (Pistola), one of the emerging premium agave craft brands in India, in making it a joint venture of the Company. The Company further launched its global Tequila brand Don Julio in India.