varun beverages ltd share price Directors report


Dear Members,

Your Directors have pleasure in presenting the 28th (Twenty Eighth) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended December 31, 2022.

Financial Performance

The financial performance of your Company for the Financial Year ended December 31, 2022 is summarized below: (Rs in Million)

Particulars Standalone Consolidated
Financial Year ended December 31, 2022 Financial Year ended December 31, 2021 Financial Year ended December 31, 2022 Financial Year ended December 31, 2021
Total Revenue 107,395.82 66,530.44 134,294.07 90,262.16
Total Expenses 90,550.80 59,715.22 114,057.64 80,196.08
Profit before tax after exceptional items 16,845.02 6,815.22 20,236.37 10,066.08
Less: Tax Expenses 4,143.03 1,920.35 4,735.23 2,605.56
Profit after tax 12,701.99 4,894.87 14,974.33* 6,940.52*
Balance brought forward from last year 13,942.96 10,074.42 13,967.42 8,042.43
Balance carried over to Balance Sheet 25,101.68 13,942.96 27,398.84 13,967.42
General Reserve 444.26 444.26 444.26 444.26
Other Reserves 23,132.57 25,268.66 16,685.20 22,057.07
Reserves & Surplus carried to Balance Sheet 48,678.51 39,655.88 44,528.30 36,468.75

*After adjustment on account of non-controlling interest.

Consolidated Financial Statements

TheConsolidatedFinancialStatementsofyourCompany for the Financial Year 2022 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act), Indian Accounting Standards (‘Ind AS) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR) Regulations] which shall also be provided to the Members in their forthcoming Annual General Meeting (‘AGM).

State of the Companys Affairs

Your Company has presence in 27 States and 7 Union Territories in India and 5 other countries across the world (viz. Nepal, Sri Lanka, Morocco, Zambia & Zimbabwe). Further, Company is having 37 manufacturing facilities (31 in India and 6 in International Geographies) with more than 2,500 owned vehicles, more than 2,400 primary distributors and more than 110 depots. The Company continues to create long-term value through different facets of its business and improve its presence, product mix and utilisation levels. With an increasing penetration on the back of a robust distribution network and diversifying product portfolio, the Company has created a sustainable operating efficiency at its manufacturing facilities.

Deposits

Your Company has not accepted any deposits during the year under review falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014.

Transfer to General Reserve

During the year under review, your Company has not transferred any amount to General Reserve.

Change in the Nature of Business, if any

During the year under review, there was no change in the nature of business of the Company.

Dividend Distribution Policy

The Board of Directors of the Company in their meeting held on August 9, 2017 approved and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on website of the Company at https://varunpepsi.com/wp-content/uploads/2019/03/Dividend-Distribution-Policy.pdf

Dividend

During the year under review, the Board of Directors in their meeting held on August 1, 2022 declared an interim dividend of Rs 2.50 per Equity Share (face value of Rs 10/- per Equity Share) to the eligible equity shareholders of the Company. Further, the Board of Directors have also recommended a final dividend of Rs 1.00 per Equity Share (face value of Rs 10/- per Equity Share) for the Financial Year 2022 for approval of equity shareholders at the ensuing AGM of the Company. Total cash outflow for dividend payout would be approx Rs 2,273 million for Financial Year 2022.

Your Company has transferred the unpaid or unclaimed interim dividend to the Unclaimed Dividend Accounts of the respective financial years and the details of the same are uploaded on website of the Company at https:// varunpepsi.com/corporate-governance/

Acquisition Guidelines

Your Company applies stringent strategic and financial criteria to any potential acquisition or partnership and to enhance transparency, the Board of Directors of the Company have approved and adopted Acquisition Guidelines for Companys M&A activities for viable acquisitions and the same is uploaded on website of the Company at https://varunpepsi.com/wp-content/ uploads/2017/08/VBL-Guidelines-for-Acquisition-in-India.pdf

Bonus Issue

During the year under review, your Company has issued and allotted 216,516,540 Bonus Equity Shares in the proportion of 1:2 (i.e. one equity share for every two equity shares) to the eligible Members whose names appeared in the Register of Members / list of beneficial owners as on the record date fixed for this purpose.

As part of the aforesaid allotment, 38,418 Bonus Equity Shares representing fractional entitlement(s) of 76,836 eligible Members were consolidated and allotted to "Varun Beverages Limited – Bonus Issue Fractional Shares Trust" (‘Trust) created for the purpose of selling and distributing the net sale proceeds among the eligible Members in proportion to their respective fractional entitlement. The aforesaid 38,418 Equity Shares were sold by the Trust on June 23, 2022 & June 24, 2022 and the net sale proceeds of the same were distributed to the eligible Members.

Share Capital

Pursuant to the approval of Members at the 27th AGM of the Company held on April 7, 2022, the Authorized Share Capital of the Company of Rs 10,000,000,000/- (Rupees Ten Billion only) divided into 500,000,000 (Five Hundred Million) Equity Shares of face value of

Rs 10/- (Rupees Ten only) each and 50,000,000 (Fifty Million) Preference Shares of face value of Rs 100/- (Rupees One Hundred only) each was re-classified to

Rs 10,000,000,000/- (Rupees Ten Billion only) divided into 1,000,000,000 (One Billion) Equity Shares of face value of Rs 10/- (Rupees Ten only) each.

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital of your Company was increased from Rs 4,330,330,800/- (Rupees Four Billion Three Hundred Thirty Million Three Hundred Thirty Thousand and Eight Hundred only) divided into 433,033,080 (Four Hundred Thirty Three Million Thirty Three Thousand and Eighty) Equity Shares of face value of Rs 10/- (Rupees Ten only) to Rs 6,495,496,200/- (Rupees Six Billion Four Hundred Ninety Five Million Four Hundred Ninety Six Thousand and Two Hundred only) divided into 649,549,620 (Six Hundred Forty Nine Million Five Hundred Forty Nine Thousand and Six Hundred Twenty) Equity Shares of face value of Rs 10/- (Rupees Ten only) each due to allotment of 216,516,540 (Two Hundred Sixteen Million Five Hundred Sixteen Thousand Five Hundred and Forty) Bonus Equity Shares of face value of

Rs 10/- (Rupees Ten only) each.

Employees Stock Option Scheme

Your Company has Employees Stock Option Scheme 2016 (‘ESOP Scheme 2016) and to align the same with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time (‘SEBI ESOP Regulations), the Members of the Company at their 27th AGM held on April 7, 2022 approved to amend the ESOP Scheme 2016 i.e. in compliance with SEBI ESOP Regulations.

Certificate from Secretarial Auditors of the Company that ESOP Scheme 2016 has been implemented in accordance with the SEBI ESOP Regulations and the resolution(s) passed by the Members of the Company will be uploaded on website viz. https://varunpepsi.com/ for inspection by Members of the Company.

The statutory disclosures as mandated under the Act and SEBI ESOP Regulations are available on website of the Company at https://varunpepsi.com/annual-reports/

Credit Rating

During the year under review, your Companys credit ratings by CRISIL is as below:

Long Term Rating CRISIL AA+/Stable (Upgraded from ‘CRISIL AA/Positive)
Short Term Rating CRISIL A1+ (Re-affirmed)

Related Party Transactions

To comply with the provisions of Sections 177 and 188 of the Act and Rules made thereunder read with Regulation 23 of SEBI (LODR) Regulations, your Company took necessary prior approval of the Audit, Risk Management and Ethics Committee before entering into related party transactions. All contracts / arrangements / transactions entered into by the Company during the Financial Year 2022 with related parties, as defined under the Act and SEBI (LODR) Regulations, were in the ordinary course of business and on arms length basis.

During the year under review, your Company and/ or its subsidiaries have not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the Policy of the Company on Related Party Transactions.

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were synchronized and synergized with the Companys operations. Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note No. 44 of the Standalone Financial Statements forming part of the Annual Report.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is uploaded on website of the Company at https://varunpepsi.com/policies/.

Since all transactions which were entered into during the Financial Year 2022 were on arms length basis and in the ordinary course of business and there was no material related party transaction entered by the Company during the Financial Year 2022 as per Policy on Related Party Transactions, hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Subsection (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in the Notes to the Standalone Financial Statements.

Subsidiaries, Associates and Joint Ventures

Your Company has following subsidiaries, associate and joint venture:

Subsidiaries

Varun Beverages (Nepal) Private Limited;

Varun Beverages Lanka (Private) Limited;

- Ole Springs Bottlers (Private) Limited (step-down subsidiary);

Varun Beverages Morocco SA;

Varun Beverages (Zambia) Limited;

Varun Beverages (Zimbabwe) (Private) Limited;

Varun Beverages RDC SAS;

Varun Beverages International DMCC; and

Lunarmech Technologies Private Limited.

Associate

Clean Max Tav Private Limited (w.e.f. 23.11.2022)

Joint Venture

IDVB Recycling Operations Private Limited (w.e.f. 01.07.2022)

To comply with the provisions of Section 129 of the Act, a separate statement containing salient features of Financial Statements of Subsidiaries, Associate and Joint Venture of your Company (including their performance and financial position) in prescribed Form AOC-1 forms part of Consolidated Financial Statements and therefore not repeated here to avoid duplication. Further, contribution of Subsidiaries, Associate and Joint Venture to the overall performance of your Company is outlined in Note No. 57 of the Consolidated Financial Statements.

Financial Statements of the aforesaid Subsidiaries, Associate and Joint Venture companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM i.e. March 27, 2023 between 11:00 a.m. to 5:00 p.m. as required under Section 136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company at https://varunpepsi.com/ annual-reports/.

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determination of Material Subsidiary and Governance of Subsidiaries. Further, Varun Beverages (Zimbabwe) (Private) Limited is a material subsidiary of the Company for the Financial Year 2022. Policy for determination of Material Subsidiary and Governance of Subsidiaries is uploaded on website of the Company at https:// varunpepsi.com/wp-content/uploads/2022/09/3.-Policy-on-Material-Subsidiary-VBL.pdf

Directors and Key Managerial Personnel Directors

To comply with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Ravi Jaipuria (DIN: 00003668), Non-Executive Chairman & Director is liable to retire by rotation at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee (‘NRC), recommended his re-appointment for consideration by the Members at the ensuing AGM.

During the year under review, Mr. Varun Jaipuria, Whole-time Director (DIN: 02465412) was elevated and re-designated as "Executive Vice – Chairman" of the Company w.e.f. March 3, 2022 and all other terms and conditions of his appointment remained unchanged (including tenure i.e. up to October 31, 2024) as approved by the Members at their AGM held on June 26, 2020.

As recommended by NRC, the Board of Directors in their meeting held on February 6, 2023 approved the re-appointment of Ms. Sita Khosla (DIN: 01001803) w.e.f. February 16, 2023, Dr. Ravi Gupta (DIN: 00023487) w.e.f. March 19, 2023 and Ms. Rashmi Dhariwal (DIN: 00337814) w.e.f. March 19, 2023, as Independent Directors for a second term of upto 5 (Five) consecutive years, not liable to retire by rotation, subject to the approval of Members at the ensuing AGM of the Company.

Further, the above-mentioned Directors have affirmed that they are not debarred from holding the office of Director by virtue of any SEBI order or any other such Authority.

Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Act including compliance of relevant provisions of the Companies (Appointment and Qualifications of Directors) Rules, 2014 and SEBI (LODR) Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act and SEBI (LODR) Regulations and are independent of the management.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Act. The Directors of the Company have made necessary disclosures under Section 184 and other relevant provisions of the Act.

Brief resume and other details of the Directors being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of ensuing AGM.

Mr. Kapil Agarwal (DIN: 02079161) has resigned from the position of Whole-time Director of the Company w.e.f. November 1, 2022 due to personal reasons.

Key Managerial Personnel

Mr. Raj Gandhi (DIN: 00003649), Whole-time Director was elevated and designated as Key Managerial Personnel of the Company w.e.f. March 3, 2022 in place of Mr. Kapil Agarwal (CEO & Whole-time Director) in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and all other terms and conditions of appointment of Mr. Raj Gandhi remained unchanged (including tenure i.e. up to October 31, 2024) as approved by the Members at their AGM held on June 26, 2020.

Further, Mr. Rajesh Chawla, Chief Financial Officer and Mr. Ravi Batra, Chief Risk Officer & Group Company Secretary, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Board Evaluation

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors: i) Audit, Risk Management and Ethics Committee; ii) Nomination and Remuneration Committee; iii) Stakeholders Relationship Committee; and

iv) Corporate Social Responsibility Committee.

The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report. Board is responsible to monitor and review the evaluation framework.

Further, to comply with Regulation 25(4) of SEBI (LODR) Regulations, Independent Directors also evaluated the performance of Non-Independent Directors, Chairman and Board as a whole at a separate meeting of Independent Directors.

Board and Committees of the Board

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

Remuneration Policy

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Companys Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at https://varunpepsi.com/wp-content/uploads/2020/03/ Remuneration-Policy.pdf The Policy includes, inter-alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

The statement of disclosure of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘Rules), is attached to this report as Annexure – A.

Further, as per second proviso to Section 136(1) of the Act read with second proviso of Rule 5 of the Rules, the Boards Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Compliance Officer at complianceofficer@rjcorp.in. The said statement is also available for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holidays up to the date of AGM i.e. March 27, 2023 between 11:00 a.m. to 5:00 p.m.

Statutory Auditors

Due to retirement of existing Joint Statutory Auditors viz. M/s. Walker Chandiok & Co. LLP (Firm Registration Number 001076N/N500013), Chartered Accountants, at the conclusion of ensuing AGM upon completion of their 2 (Two) consecutive terms of 5 (Five) years each and pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 and based on the recommendation of the Audit, Risk Management and Ethics Committee, the Board of Directors have recommended appointment of M/s. J C Bhalla & Co., Chartered Accountants (Firm Registration Number 001111N) as Joint Statutory Auditors of the Company for a term of upto 5 (Five) consecutive years to hold office from the conclusion of ensuing AGM till the conclusion of 33rd (Thirty Third) AGM of the Company to be held in the Year 2028, subject to approval of Members at the ensuing AGM. Brief resume and other details of M/s. J C Bhalla & Co., Chartered Accountants, are separately disclosed in the Notice of ensuing AGM.

M/s. J C Bhalla & Co., Chartered Accountants, have given their consent to act as Joint Statutory Auditors of the Company and confirmed that their aforesaid appointment (if made), would be within the limits specified under Section 141(3)(g) of the Act. They have also confirmed that they are not disqualified to be appointed as Statutory Auditors in terms of provisions of Sections 139(1) and 141(3) of the Act and the Companies (Audit and Auditors) Rules, 2014.

Further, M/s. O P Bagla & Co. LLP, Chartered Accountants (Firm Registration Number 000018N/N500091) were appointed by the Members in their 27th AGM held on April 7, 2022 as Joint Statutory Auditors of the Company to hold office for a period of up to 5 (Five) consecutive years i.e. till the conclusion of 32nd AGM of the Company to be held in the Year 2027. They have also confirmed that they are not disqualified from continuing as Joint Statutory Auditors of the Company.

The Statutory Auditors Report for the Financial Year 2022 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

Cost Audit

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the Financial Year 2022.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

To comply with the provisions of Section 134 of the Act and Rules made thereunder, your Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, no complaint was received under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section 177 of the Act and Regulation 22 of SEBI (LODR) Regulations, the Company has adopted a Vigil Mechanism / Whistle Blower Policy to provide a platform to the Directors and Employees of the Company to raise concerns regarding any irregularity, misconduct or unethical matters / dealings within the Company. The same is detailed in the Corporate Governance Report which forms part of this report.

Secretarial Auditors

The Board of Directors on recommendation of the Audit, Risk Management and Ethics Committee, have appointed M/s. Sanjay Grover & Associates, Company Secretaries to conduct Secretarial Audit of your Company.

The Secretarial Audit Report for the Financial Year 2022 does not contain any qualification, reservation or adverse remark and is attached to this report as Annexure - B.

Risk Management

Pursuant to the provisions of Regulation 21(5) of SEBI (LODR) Regulations, top 1,000 listed entities, determined on the basis of market capitalization, as at the end of the immediate previous financial year shall constitute a Risk Management Committee. The Audit, Risk Management and Ethics Committee of the Board of Directors inter-alia monitor and review the risk management plan and such other functions as assigned from time to time.

Your Company has a robust Risk Management Policy which identifies and evaluates business risks and opportunities. The Company recognize that these risks needs to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Companys various business and operational risks through strategic actions.

Internal Financial Controls

Your Company has in place adequate Internal Financial Controls. The report on Internal Financial Controls issued by M/s. Walker Chandiok & Co. LLP, Chartered Accountants and M/s. O P Bagla & Co. LLP, Chartered Accountants, Joint Statutory Auditors of the Company is annexed to the Audit Report on the Financial Statements of the Company and does not contain any reportable weakness in the Company.

Corporate Social Responsibility (CSR)

Your Company has a Corporate Social Responsibility Policy which is uploaded on website of the Company at https://varunpepsi.com/wp-content/uploads/2022/11/ CSR-Policy.pdf

Annual Report on CSR activities for the Financial Year 2022 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - C.

Directors Responsibility Statement

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Directors state that:

(a) in the preparation of the annual accounts for the Financial Year ended December 31, 2022, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) they have selected such 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 your Company as at December 31, 2022 and of the profits of the Company for the period ended on that date;

(c) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls were adequate and operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Other Information

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of the Annual Report.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the Financial Year 2022 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations forms part of the Annual Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - D.

Corporate Governance Report

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by Securities and Exchange Board of India. The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations is attached to this report as Annexure - E. The certificate from M/s. Sanjay Grover & Associates, Practicing Company Secretaries confirming compliance with the conditions of corporate governance is also attached to the Corporate Governance Report.

Award

Your Company has been awarded by Capital Finance International (in the category - FMCG Sector), Business Brand and CNBC TV 18 - Incredible Brands of India Awards for following best Corporate Governance practices for the year ended 2022.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the Financial Year 2022-23 has been paid to the National Stock Exchange of India Limited and BSE Limited.

Annual Return

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return of the Company is uploaded on website of the Company at https://varunpepsi.com/annual-reports/

Research and Development

During the year under review, no Research & Development was carried out.

Cautionary Statement

Statements in the Boards Report and the Management Discussion & Analysis Report describing the Companys objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

General

Your Directors confirm that no disclosure or reporting is required in respect of the following items as there was no transaction on these items during the year under review:

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

2. The Whole-time Directors of the Company does not receive any remuneration or commission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

4. Issue of Sweat Equity Shares.

5. No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2022.

6. Details of difference between the amount of valuation at the time of one time settlement and valuation done while taking loan from banks or financial institutions are not applicable.

The Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

No material changes and commitments have occurred after the closure of the Financial Year 2022 till the date of this Report which would affect the financial position of your Company.

Acknowledgement

Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions as well as efficient utilization of the Companys resources for sustainable and profitable growth.

Our Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors also wish to place on record their appreciation for the valuable cooperation and support received from various Government Authorities, Banks / Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your Directors also commend the continuing commitment and dedication of employees at all levels which has been vital for the Companys success. Your Directors look forward to their continued support in future.

For and on behalf of the Board of Directors
For Varun Beverages Limited
Ravi Jaipuria
Date: February 6, 2023 Chairman
Place: Gurugram DIN: 00003668