3.20 Provisions

Provisions are recognised when the Company has
a present obligation (legal or constructive) as a
result of a past event, it is probable that an outflow
of resources embodying economic benefits will
be required to settle the obligation and a reliable
estimate can be made of the amount of the
obligation. When the Company expects some or
all of a provision to be reimbursed, for example,
under an insurance contract, the reimbursement is
recognised as a separate asset, but only when the
reimbursement is virtually certain. The expense
relating to a provision is presented in the Statement
of Profit and Loss, net of any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks
specific to the liability. When discounting is used, the
increase in the provision due to the passage of time
is recognised as a finance cost.

3.21 Contract liabilities

A contract liability is the obligation to transfer goods
or services to a customer for which the Company has
received consideration or is due from the customer. If
a customer pays consideration before the Company
transfers goods or services to the customer, a
contract liability is recognised when the payment is
made or the payment is due (whichever is earlier).
Contract liabilities are recognised as revenue when
the Company performs under the contract.

3.22 Contingent liabilities

A contingent liability is a possible obligation that
arises from past events whose existence will be
confirmed by the occurrence or non-occurrence
of one or more uncertain future events beyond the
control of the Company or a present obligation that
is not recognised because it is not probable that
an outflow of resources will be required to settle
the obligation. A contingent liability also arises
in extremely rare cases where there is a liability
that cannot be recognised because it cannot be
measured reliably. The Company does not recognize
a contingent liability but discloses its existence in
the financial statements. Contingent assets are only
disclosed when it is probable that the economic
benefits will flow to the entity.

3.23 Earnings per share

Basic earnings/ (loss) per share are calculated by
dividing the net profit or loss for the year attributable
to equity shareholders by the weighted average
number of equity shares outstanding during the
year. The weighted average number of equity shares
outstanding during the year is adjusted for events,
other than conversion of potential equity shares,
that have changed the number of equity shares
outstanding without a corresponding change in
resources.

In case of a bonus issue and sub-divison/split, the
number of ordinary shares outstanding is increased
by number of shares issued as bonus shares and
sub-divison/split respectively in current year and
comparative period presented as if the event
had occurred at the beginning of the earliest year
presented.

For the purpose of calculating diluted earnings/
(loss) per share, the net profit or loss for the period
attributable to equity shareholders and the weighted
average number of shares outstanding during the
period are adjusted for the effects of all dilutive
potential equity shares.

3.24 Significant management judgement in applying
accounting policies and estimation uncertainty

The preparation of the Company's financial
statements requires management to make
judgements, estimates and assumptions that affect
the reported amounts of revenues, expenses, assets
and liabilities, and the accompanying disclosures, and
the disclosure of contingent liabilities at the date of
the financial statements. Estimates and assumptions
are continuously evaluated and are based on
management's experience and other factors,
including expectations of future events that are
believed to be reasonable under the circumstances.

Uncertainty about these assumptions and estimates
could result in outcomes that require a material
adjustment to the carrying amount of assets or
liabilities affected in future periods.

In particular, the Company has identified the
following areas where significant judgements,
estimates and assumptions are required. Further
information on each of these areas and how they

impact the various accounting policies are described
below and also in the relevant notes to the financial
statements. Changes in estimates are accounted for
prospectively.

i) Judgements

In the process of applying the Company's
accounting policies, management has made
the following judgements, which have the most
significant effect on the amounts recognised in
the financial statements:

a) Contingencies

Contingent liabilities may arise from the
ordinary course of business in relation to
claims against the Company, including legal,
contractor, land access and other claims. By
their nature, contingencies will be resolved
only when one or more uncertain future
events occur or fail to occur. The assessment
of the existence, and potential quantum,
of contingencies inherently involves the
exercise of significant judgments and the
use of estimates regarding the outcome of
future events.

b) Recognition of deferred tax assets

The extent to which deferred tax assets can
be recognised is based on an assessment
of the probability that future taxable
income will be available against which
the deductible temporary differences and
tax loss carry-forward can be utilised. In
addition, significant judgement is required
in assessing the impact of any legal or
economic limits or uncertainties in various
tax jurisdictions.

ii) Estimates and assumptions

The key assumptions concerning the future and
other key sources of estimation uncertainty
at the reporting date that have a significant
risk of causing a material adjustment to the
carrying amounts of assets and liabilities within
the next financial year, are described below.
The Company based its assumptions and
estimates on parameters available when the
financial statements were prepared. Existing
circumstances and assumptions about future

developments, however, may change due to
market change or circumstances arising beyond
the control of the Company. Such changes are
reflected in the assumptions when they occur.

a) Useful lives of tangible/intangible assets

The Company reviews its estimate of the
useful lives of tangible/intangible assets at
each reporting date, based on the expected
utility of the assets.

b) Defined benefit obligation

The cost of the defined benefit plan and
other post-employment benefits and
the present value of such obligation are
determined using actuarial valuations.
An actuarial valuation involves making
various assumptions that may differ from
actual developments in the future. These
include the determination of the discount
rate, future salary increases, mortality rates
and future pension increases. In view of
the complexities involved in the valuation
and its long-term nature, a defined benefit
obligation is highly sensitive to changes
in these assumptions. All assumptions are
reviewed at each reporting date.

c) Inventories

The Company estimates the net realisable
values of inventories, taking into account
the most reliable evidence available at each
reporting date. The future realisation of
these inventories may be affected by future
technology or other market-driven changes
that may reduce future selling prices.

d) Business combinations

The Company uses valuation techniques
when determining the fair values of certain
assets and liabilities acquired in a business
combination.

e) Impairment of non-financial assets and
goodwill

In assessing impairment, Company
estimates the recoverable amount of each
asset or cash-generating units based on
expected future cash flows and uses an
interest rate to discount them. Estimation
uncertainty relates to assumptions
about future operating results and the
determination of a suitable discount rate.

f) Fair value measurement of financial
instruments

When the fair values of financial assets
and financial liabilities recorded in the
Balance Sheet cannot be measured based
on quoted prices in active markets, their
fair value is measured using valuation
techniques including the DCF model. The
inputs to these models are taken from
observable markets where possible, but
where this is not feasible, a degree of
judgment is required in establishing fair
values. Judgements include considerations
of inputs such as liquidity risk, credit risk
and volatility. Changes in assumptions
about these factors could affect the
reported fair value of financial instruments.

i. Goodwill and franchise rights/trade marks with indefinite useful lives are tested for impairment annually, or
more frequently if the events and circumstances indicate that the carrying value may be impaired. The useful
life of an intangible asset with an indefinite useful life is reviewed annually to determine whether the useful
life assessment continues to be supportable.

The Company has considered the relevant provisions of Ind AS 38 on 'Intangibles Assets' which provides factors to
determine the life of intangible assets and accordingly the carrying value of franchisee rights have been considered
to have an indefinite life. These franchisee rights meet the prescribed criteria of renewal at nominal cost, renewal
with no specific conditions attached, are sustainable and the same is supported by evidences of being renewed.
Management is of the opinion that, based on an analysis of all the relevant factors, there is no foreseeable limit to
the period over which the franchise rights are expected to generate net cash inflows for the Company.

The assumptions used in this impairment assessment are most sensitive to following:

a) Weighted average cost of capital "WACC” of 16.45% (Previous year - 13.33%) for the explicit period and
16.45% (Previous year - 13.33%) for the terminal year.

b) For arriving at the terminal value, approximate growth rate of 6% (Previous year - 5%) is considered.

5B. Other intangible assets [Cont’d]

c) Number of years for which cash flows were considered are 5 years.

d) The approximate rate of growth in sales is estimated at 8%-10% (Previous year - 8%-10%) in the discrete
period.

No impairment loss was identified on the above assessment.

ii. The amount of contractual commitments for the acquisitions of intangible assets are disclosed in Note 41.

iii. Refer Note 50 for information on other intangible assets pledged as security by the Company.

5C. Intangible assets under development:

The changes in the carrying value of intangible assets under development for the year ended 31 December 2024
and 31 December 2023 are as follows :

6. Investments [Cont’d]

**Rounded off to Nil.

* The Company had subscribed 370,370 equity shares of Varun Beverages (Nepal) Private Limited amounting to ' 625.00 million
on 18 May 2023 and Varun Beverages (Nepal) Private Limited on 24 December 2023 allotted 551,130 equity shares as bonus
shares of NPR 1,000 each to its existing shareholder.

#The Company had acquired 50,000 equity shares of Lunarmech Technologies Private Limited amounting to ' 100.00 million on
16 October 2023. Further on 16 December 2024 Company has acquired 39.93% of the issued and paid-up Equity Share Capital
and accordingly, it has become wholly-owned subsidiary.

$The Company had made equity investment in Varun Beverages South Africa (PTY) Ltd. amounting to ' 0.05 million on 23
May 2023.

-The Company had subscribed the equity investment of IDVB Recycling Operations Private Limited amounting to ' 369.93 (31
December 2023: ' 120.00 million) and loan given amounting to ' 10.00 million were converted into equity investment on 25
September 2023.

@The Company had made investment in Clean Max Tav Private Limited amounting to ' 3.28 million and ' 29.54 million on 27
January 2023 and 13 March 2023 respectively.

""The Company had made equity investment in Huoban Energy 7 Private Limited amounting to ' 21.24 million on 09 May 2023.

@@The Company had made equity investment in Lone Cypress Ventures Private Limited amounting to ' 31.50 million on 13
March 2023.

"% The Company had incorporated VBL Mozambique, SA, a subsidiary on 21 November 2023, and consideration for 99% share
capital has been transferred on 31 January 2024

"""The Company has incorporated Varun Foods Zimbabwe (Private ) Limited, a wholly owned subsidiary on 22 May 2024.

## The Company acquired 95% stake of The Beverage Company Proprietary Limited amounting to ' 4,037.26 million on 26
March 2024

^PThe Company has made equity investment in Huoban Energy 11 Private Limited amounting to ' 29.04 million on 28
August 2024.

"These investments were tested for impairment in accordance with Ind AS 36 "Impairment of Assets” concluding no impairment
to the carrying values.

Refer note 51 for information required under Section 186 (4) of the Companies Act, 2013.

The Company has only one class of equity shares having a par value of ' 2 each. Each holder of equity share
is entitled to one vote per share. In the event of liquidation of the Company, holders of equity shares will be
entitled to receive any of the remaining assets of the Company, after distribution of all preferential amounts.
The distribution will be in proportion to the number of equity shares held by the shareholders. The dividend,
if any, proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual
General Meeting.

d) Aggregate number of bonus shares issued, shares issued for consideration other than cash and
shares bought back during the period of five years immediately preceding the reporting date

(i) During the year ended 31 December 2019, the Company has issued 91,327,613 equity shares of ' 10
each as fully paid-up bonus shares in the ratio of 1 (One) equity share for every 2 (Two) equity share
outstanding on record date.

(ii) During the year ended 31 December 2021, the Company has issued 144,344,360 equity shares of '10
each as fully paid-up bonus shares in the ratio of 1 (One) equity share for every 2 (Two) equity share
outstanding on record date.

(iii) During the year ended 31 December 2022, the Company has issued 216,516,540 equity shares of '10
each as fully paid-up bonus shares in the ratio of 1 (One) equity share for every 2 (Two) equity share
outstanding on record date.

For the period of five years of the date of the immediately preceding the reporting date, there was no
share allotment made for consideration other than cash except as disclosed above. Further, there has been
no buy back of shares during the period of five years immediately preceding 31 December 2024 and 31
December 2023.

i) During the year ended 31 December 2024,the Board of Directors of the Company in their meeting held on
30 July 2024 recommended the sub-division/split of existing Equity Shares of the Company from 1 (One)
Equity Share having face value of ' 5/- (Rupees Five only) each fully paid-up, into such number Equity
Shares having face value of ' 2/- (Rupees Two only) each fully paid-up. The above sub-division/split has
been approved by the equity shareholders of the Company dated 30 August 2024 through postal ballot.
Pursuant to sub-division/split of shares effective 12 September 2024 ("Record Date”), the paid up equity
share capital of the Company is ' 6,497.24 consisting of 3,248,621,030 equity shares having face value of
' 2/- (Rupees two only) each fully paid-up.

ii) During the year ended 31 December 2023, the Board of Directors of the Company in their meeting held on
02 May 2023 recommended the sub-division/split of existing Equity Shares of the Company from 1 (One)
Equity Share having face value of ' 10/- (Rupees Ten only) each fully paid-up, into 2 (Two) Equity Shares
having face value of ' 5/- (Rupees Five only) each fully paid-up. The above sub-division/split has been
approved by the equity shareholders of the Company dated 02 June 2023 through postal ballot. Pursuant
to sub-division/split of shares effective 15 June 2023 ("Record Date”), the paid up equity share capital of
the Company is ' 6,495.58 consisting of 1,299,116,064 equity shares having face value of ' 5/- (Rupees
Five only) each fully paid-up.

Description of nature and purpose of each reserve:

Capital reserve - Created on merger of Varun Beverages (International) Limited with the Company pursuant to
and in accordance with the Court approved scheme of amalgamation. Includes gain from bargain purchases.

General reserve - Created by way of transfer from debenture redemption reserve on redemption of debentures.

Securities premium - Created to record the premium on issue of shares. The reserve is utilised in accordance with
the provisions of the Act.

Retained earnings - Created from the profit of the Company, as adjusted for distributions to owners, transfers to other
reserves, etc.

Share option outstanding account - Created to recognise the grant date fair value of options issued to employees
under the employee stock option schemes and is adjusted on exercise / forfeiture of options.

Share application money pending allotment - Created to record the amount of money received for the purpose
of allotment of equity share of the company pending at the reporting date. It will be utilised in accordance with
the provisions of the Companies Act, 2013 upon issuance of equity shares.

D. Contract asset is the right to consideration in exchange for goods or services transferred to the customer.
Contract liabilities are on account of the advance payment received from customer for which performance
obligation has not yet been completed.

The performance obligation is satisfied when control of the goods or services are transferred to the customers
based on the contractual terms. The Company does not have any remaining performance obligation as
contracts entered for sale of goods are for a shorter duration. Further, there are no contracts for sale of
services wherein, performance obligation is unsatisfied to which transaction price has been allocated.
Payment terms with customers vary depending upon the contractual terms of each contract and generally
falls in the range of 0 to 120 days from the completion of performance obligation.

There is no significant financing component in any transaction with the customers.

E. Government grant recognised under the head 'Other operating revenue' amounts to ' 4,829.26 million
(31 December 2023: ' 3,462.98 million) under different industrial promotion tax exemption schemes.

42. Pursuant to transfer pricing legislations under the Income-tax Act, 1961, the Company is required to use specified
methods for computing arm's length price in relation to specified international and domestic transactions with its
associated enterprises. Further, the Company is required to maintain prescribed information and documents in
relation to such transactions. The appropriate method to be adopted will depend on the nature of transactions/
class of transactions, class of associated persons, functions performed and other factors, which have been
prescribed. The Company is in the process of updating its transfer pricing documentation for the current financial
year. Based on the preliminary assessment, the management is of the view that the update would not have a
material impact on the tax expense recorded in these financial statements. Accordingly, these financial statements
do not include any adjustments for the transfer pricing implications, if any.

44. Disclosure on lease transactions pursuant to Ind AS 116 - Leases

The Company's lease asset class primarily consists of leases for land, buildings and plant and equipment. With the
exception of short-term leases, leases of low-value and cancellable long-term leases underlying assets, each lease
is reflected on the balance sheet as a right of use asset and a lease liability.

Lease liabilities are measured at the present value of the remaining lease payments, discounted using the weighted
average borrowing rate ranging 5.44-8.22% (31 December 2023: 5.44-8.22% ).

Each lease generally imposes a restriction that, unless there is a contractual right for the Company to sublet the
asset to another party, the right of use asset can only be used by the Company. Leases are either non-cancellable
or may only be cancelled by incurring a substantive termination fee. Some leases contain an option to extend
the lease for a further term. The Company is prohibited from selling or pledging the underlying leased assets
otherthan leasehold lands as security against the Company's other debts and liabilities.

iv. Lease payments not recognised as a liability

The Company has elected not to recognise a lease liability for short-term leases (leases with an expected term of 12
months or less), cancellable long-term leases and for leases of low value assets. Payments made under such leases
are expensed on a straight-line basis. The expense relating to payments not included in the measurement of the
lease liability for short term leases is ' 782.07 million (31 December 2023'711.51 millon).

v. Refer Standalone Cash Flow Statement for total cash outflow for leases.

48. Share-based payments

a. Description of share based payment arrangements
i) Share Options Schemes (equity settled)

Employees Stock Option Scheme 2016 (“ESOS 2016 or scheme”)

The ESOS 2016 was approved by the Board of Directors and the shareholders on 27 April 2016 and further ratified
and amended by the shareholders in their meetings held on 17 April 2017 and 07 April 2022 respectively. Further,
National Stock Exchange of India Limited and BSE Limited have accorded their in principle approvals for issue
and allotment of upto 41,737,880 equity shares ("Ceiling Limit”). The scheme was formulated with the objective to
enable the Company to grant Options for equity shares of the Company to certain eligible employees as defined

Also refer note 17(g) on sub-division/split of equity shares of the Company during the year. The outstanding stock
options (whether vested or unvested as on the Record Date) and exercise prices as above has been adjusted to
ensure fair and reasonable adjustment to the entitlement of the Eligible Employees under the Schemes due to the
sub-division/split of equity shares.

49. Capital management

For the purpose of the Company's capital management, capital includes issued equity share capital, securities
premium and all other equity reserves attributable to the equity shareholders of the Company.

The Company's capital management objectives are:

- to ensure the Company's ability to continue as a going concern

- to provide an adequate return to shareholders by pricing products and services commensurately with the level
of risk.

The Company manages its capital structure and makes adjustments in light of changes in economic conditions and
the requirements of the financial covenants. To maintain or adjust the capital structure, the Company may adjust
the dividend payment to shareholders, return capital to shareholders or issue new shares. The Company monitors
capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Company includes within
net debt, non-current and current borrowings,current maturity of long-term debts and lease liabilities, less cash
and cash equivalents, excluding discontinued operations, if any..

52. Financial instruments risk

Financials risk management objectives and policies

The Company is exposed to various risks in relation to financial instruments. The main types of financial risks are
market risk, credit risk and liquidity risk.

The management of the Company monitors and manages the financial risks relating to the operations of the
Company on a continuous basis. The Company's risk management is coordinated at its head office, in close
cooperation with the management, and focuses on actively securing the Company's short to medium-term cash
flows and simultaneously minimising the exposure to volatile financial markets. Long-term financial investments
are managed to generate lasting returns.

The Company does not engage in the trading of financial assets for speculative purposes. The most significant
financial risks to which the Company is exposed are described below.

52.1 Market risk analysis

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. The Company is exposed to market risk through its use of financial instruments and
specifically to foreign currency risk, interest rate risk and commodity price risk which result from its operating,
investing and financing activities. Contracts to hedge exposures in foreign currencies, interest rates etc. are
entered into wherever considered necessary by the management.

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of
changes in foreign exchange rates. The functional currency of the Company is Indian Rupees ('INR' or '?'). Most of
the Company's transactions are carried out in Indian Rupees. Exposures to currency exchange rates mainly arise
from the Company's overseas sales and purchases, lending to overseas subsidiary companies, external commercial
borrowings etc. which are primarily denominated in US Dollars ('USD'), Pound Sterling ('GBP'), Australian Dollars
('AUD'), Euro ('EUR'), Emirati Dirham ('AED') and South African Rand ('ZAR').

The Company has limited exposure to foreign currency risk and thereby it mainly relies on natural hedge. To
further mitigate the Company's exposure to foreign currency risk, non-INR cash flows are continuously monitored
and derivative contracts are entered into wherever considered necessary.

The following table illustrates the foreign currency sensitivity of profit and equity with regards to the Company's
financial assets and financial liabilities considering 'all other things being equal' and ignoring the impact of taxation.
It assumes a /- 1% change of the INR/USD, INR/AUD, INR/GBP, INR/EUR, INR/AED and INR/ZAR exchange rate
for the year ended at 31 December 2024 (31 December 2023: 1%). These are the sensitivity rates used when
reporting foreign currency exposures internally to the key management personnel and represents management's
assessment of the reasonably possible changes in the foreign exchange rates. The sensitivity analysis includes
only outstanding foreign currency denominated monetary items at end of each period reported upon. A positive
number indicates an increase in profit or equity and vice-versa.

Exposures to foreign exchange rates vary during the year depending on the volume of the overseas transactions.
Nonetheless, the analysis above is considered to be representative of the Company's exposure to currency risk.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because
of changes in market interest rates. The Company's policy is to minimise interest rate cash flow risk exposures on
long-term financing. The Company is exposed to changes in market interest rates as some of the bank and other
borrowings are at variable interest rates and also loans have been advanced to subsidiary companies at variable
interest rates. All the Company's term deposits are at fixed interest rates.

The following table illustrates the sensitivity of profit and equity to a reasonably possible change in interest
rates of /- 1% (31 December 2023: /- 1%). These changes are considered to be reasonably possible based on
management's assessment. The calculations are based on a change in the average market interest rate for each
period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All
other variables are held constant.

Other price sensitivity

The Company is not exposed to any listed equity or listed debt price risk as it does not hold any investments in
listed entities.

52.2 Credit risk analysis

Credit risk is the risk that a counterparty fails to discharge an obligation to the Company. The Company is operating
through a network of distributors and other distribution partners based at different locations. The Company is
exposed to this risk for various financial instruments, for example loans granted, receivables from customers,
deposits placed etc. The Company's maximum exposure to credit risk is limited to the carrying amount of financial
assets recognised at end of each reporting period, as summarised below:

The Company continuously monitors receivables and defaults of customers and other counterparties, and
incorporates this information into its credit risk controls. Appropriate security deposits are kept against the
supplies to customers and balances are reconciled at regular intervals. The Company's policy is to deal only with
creditworthy counterparties.

In respect of trade and other receivables, the Company is not exposed to any significant credit risk exposure to
any single counterparty. Trade receivables consist of a large number of customers of various scales and in different
geographical areas. Based on historical information about customer default rates, management considers the
credit quality of trade receivables. In case the receivables are not recovered even after regular follow up, measures
are taken to stop further supplies to the concerned customer. The expected credit loss is based on the five years
historically observed default rates over the expected life of the trade receivables and is adjusted for forward
looking estimates. Further, the Company has assessed the recoverability of grants receivable classified under
other current financial assets and accordingly provided for balance overdue for more than three years, amounting
to ' 236.45 million (31 December 2023: Nil).

The credit risk for cash and cash equivalents, bank deposits including interest accrued thereon and Government
grant receivables is considered negligible, since the counterparties are reputable banks with high quality external
credit ratings and State Government bodies. The credit risk for loans advanced to subsidiary companies including
interest accrued thereon is also considered negligible since operations of these entities are regularly monitored by
the Company and these companies have shown considerable growth.

In respect of financial guarantees provided by the Company, the maximum exposure which the Company is
exposed to is the maximum amount which the Company would have to pay if the guarantee is called upon. Based
on the expectation at the end of each reporting period, the Company considers that it is more likely than not that
such an amount will not be payable under the guarantees provided.

52.3 Liquidity risk analysis

Liquidity risk is that the Company might be unable to meet its obligations. The Company manages its liquidity needs by
monitoring scheduled debt servicing payments for long-term financial liabilities and considering the maturity profiles
of financial assets and other financial liabilities as well as forecast of operational cash inflows and outflows. Liquidity
needs are monitored in various time bands, on a day-to-day basis, a week-to-week basis and a month-to-month basis.
Long-term liquidity needs for a 180-day and a 360-day lookout period are identified monthly. Net cash requirements
are compared to available borrowing facilities in order to determine headroom or any shortfalls.

Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities
and the Company's ability to avail further credit facilities subject to creation of requisite charge on its assets. The
Company assessed the concentration of risk with respect to refinancing its debt and concluded it to be low.

As at 31 December 2024, the Company's non-derivative financial liabilities have contractual undiscounted maturities
as summarised below:

Valuation technique to determine fair value

"Cash and cash equivalents, other bank balances, trade receivables, loans, other current financial assets, trade
payables, current borrowings and other current financial liabilities approximate their carrying amounts largely due
to the short-term maturities of these instruments. The fair value of the financial assets and liabilities is the amount
at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced
or liquidation sale.

The following methods and assumptions were used to estimate the fair values:

• The fair values of the long term borrowings, loans and other deferred payments are determined by using
discounted cash flow method using the appropriate discount rate. The discount rate is determined using
other similar instruments incorporating the risk associated.

Fair value hierarchy

The financial assets measured at fair value are grouped into the fair value hierarchy as on 31 December 2024 and
31 December 2023 as follows: (also refer note 3.1)

Notes:

i. This provision represent estimates made mainly for probable claim arising out of dispute pending with
authority. The probability and the timing of the outflow with regard to the matter depend on the final
outcome of the dispute. Hence, the Company is not able to reasonably ascertain the timing of the outflow.

ii. Discounting obligation has not been considered as the dispute relates to Government Authority.

57. Additional regulatory information not disclosed elsewhere in the financial information during
current and previous financial year.

a) The Company does not have any Benami property and no proceedings have been initiated or pending against
the Company for holding any Benami property, under the Benami Transactions (Prohibitions) Act, 1988 (45
of 1988) and the rules made thereunder.

b) The Company does not have any transactions with struck off companies under section 248 of the Companies
Act, 2013 or section 560 of the Companies Act, 1956, except for the parties mentioned below:

c) The Company does not have any charges which is yet to be registered with ROC beyond the statutory period.

d) The Company has not traded or invested in Crypto currency or Virtual Currency.

e) The Company has not advanced or provided loan to or invested funds in any entity(ies) including foreign
entities (Intermediaries) or to any other person(s), with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

f) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding
Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or
on behalf of the Funding Party (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

g) The Company has not undertaken any transaction which is not recorded in the books of accounts that has
been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act,
1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

h) The Company has not been declared a ‘Wilful Defaulter' by any bank (as defined under the Companies Act,
2013) or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve
Bank of India.

i) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act
read with Companies (Restriction on number of Layers) Rules, 2017.

j) The borrowings obtained by the company from banks have been applied for the purposes for which such
loans were taken.

k) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible
assets or both.

l) The Company has borrowings from banks on the basis of security of current assets. The quarterly returns
or statements of current assets filed by the Company with banks are in agreement with the books of
accounts.

58. a) On 13 November 2024, the Company has entered into a binding agreement to acquire 100% stake in the

business conducted by SBC Beverages Tanzania Limited, Tanzania (SBCT), subject to approvals from PepsiCo
Inc., Fair Competition Commission (FCC) Tanzania and other regulatory approvals (if any) for a proposed
purchase consideration amounting to USD 154.50 million. The indicative time period for completion of the
acquisition is on or before 31 March 2025.

SBCT is engaged in the business of manufacturing and distribution of licensed (PepsiCo Inc.) branded
non-alcoholic beverages in Tanzania. SBCT has five manufacturing facilities located at one each in
Dar-es-Salaam, Mbeya, Arusha and two in Mwanza.

b) On 13 November 2024, the Company has entered into a binding agreement to acquire 100% stake in the
business conducted by SBC Beverages Ghana Limited, Ghana (SBCG), subject to approvals from PepsiCo
Inc. and other regulatory approvals (if any) for a proposed purchase consideration amounting to USD 15.06
million. The indicative time period for completion of the acquisition is on or before 28 February 2025.

SBCG is engaged in the business of manufacturing and distribution of licensed (PepsiCo Inc.) branded
non-alcoholic beverages in Ghana. SBCG has one manufacturing facility located at Accra, Ghana.

59. During the year ended 31 December 2024, pursuant to Qualified institutions placement (QIP), the Company has
raised ' 75,000 million through fresh issue of 132,743,362 equity shares of ' 2 each at a premium of ' 563 per share
on 19 November 2024. The Audit, Risk Management and Ethics Committee and the Board of Directors noted the
utilisation of funds raised through such fresh issue of equity shares to be in line with the object of the issue, the
details of which are as follows:

60. Audit Trail

The Ministry of Corporate Affairs (MCA) has prescribed a new requirement for companies under the
proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, inserted by the Companies (Accounts)
Amendment Rules 2021 requiring companies covered under the Act, which uses accounting software for
maintaining its books of accounts, shall only use such accounting software which has a feature of recording
audit trail of each and every transaction, creating an edit log of each change made in the books of account
along with the date when such changes were made and ensuring that the audit trail cannot be disabled.
The Company uses two accounting software's , which includes an accounting software for payroll processing
which is operated by the third party software service provider, for maintaining its books of account.

During the year, the audit trail (edit log) feature at the application level was operating for all relevant transactions
recorded in such softwares. However, the audit trail (edit log) feature was not enabled at the database level to log any
direct data changes for one accounting software operated by Company, used for maintenance of books of account.

61. Subsequent events occurred after the balance sheet date:

i The Board of Directors in their meeting held on 10 February 2025 have approved a payment of final dividend
of ' 0.50 (Rupee fifty paisa only) per equity share of the face value of ' 2 each, subject to the approval of
equity shareholders in ensuing annual general meeting of the Company.

ii The Company has invested in the equity shares of one of its subsidiaries named The Beverage Company
Proprietary Limited amounting to ' 4,128.04 million as on 02 January 2025.

62. The amounts of previous reported period have been regrouped/reclassified wherever considered necessary in
order to comply with financial reporting requirements.

The accompanying notes 1 to 62 are an integral part of the standalone financial statements.

As per our report of even date attached.

For J C Bhalla & Co For O P Bagla & Co LLP For and on behalf of the Board of Directors of

Chartered Accountants Chartered Accountants Varun Beverages Limited

Firm’s Registration No.: 001111N Firm’s Registration No.: 000018N/N500091

Akhil Bhalla Neeraj Kumar Agarwal Varun Jaipuria Raj Pal Gandhi

Partner Partner Whole Time Director Whole Time Director

Membership No.: 505002 Membership No.: 094155 DIN 02465412 DIN 00003649

Rajesh Chawla Ravi Batra

Chief Financial Officer Chief Risk Officer and

Place : Gurugram Group Company Secretary

Dated : 10 February 2025 Membership No. F- 5746