1. We have audited the accompanying standalone
financial statements of Varun Beverages Limited
('the Company'), which comprise the Balance
Sheet as at 31 December 2024, the Statement of
Profit and Loss (including Other Comprehensive
Income), the Statement of Cash Flow and the
Statement of Changes in Equity for the year then
ended, and notes to the standalone financial
statements, including a summary of the material
accounting policies and other explanatory
information (hereinafter referred to as the
"standalone financial statements”).

2. In our opinion and to the best of our information
and according to the explanations given to us, the
aforesaid standalone financial statements give the
information required by the Companies Act, 2013
('the Act') in the manner so required and give a
true and fair view in conformity with the Indian
Accounting Standards ('Ind AS') specified under
section 133 of the Act read with the Companies
(Indian Accounting Standards) Rules, 2015 and
other accounting principles generally accepted in
India, of the state of affairs of the Company as at
31 December 2024, and its profit (including other
comprehensive income), its cash flows and the
changes in equity for the year ended on that date.

Basis for Opinion

3. We conducted our audit in accordance with the
Standards on Auditing specified under section
143(10) of the Act. Our responsibilities under
those standards are further described in the
Auditor's Responsibilities for the Audit of the
standalone financial statements section of our
report. We are independent of the Company in
accordance with the Code of Ethics issued by the
Institute of Chartered Accountants of India ('the
ICAI') together with the ethical requirements
that are relevant to our audit of the standalone
financial statements under the provisions of the
Act and the rules thereunder, and we have fulfilled
our other ethical responsibilities in accordance
with these requirements and the Code of Ethics.
We believe that the audit evidence obtained is
sufficient and appropriate to provide a basis for
our opinion.

Key Audit Matters

4. Key audit matters are those matters that, in our
professional judgment, were of most significance
in our audit of the standalone financial statements
of the current period. These matters were
addressed in the context of our audit of the
financial statements as a whole, and in forming
our opinion thereon, and we do not provide a
separate opinion on these matters.

5. We have determined the matters described below
to be the key audit matters to be communicated
in our report.

Information other than the Financial Statements
and Auditor’s Report thereon

6. The Company's Board of Directors are responsible
for the other information. The other information
comprises the information included in the
Management Discussion and Analysis, Report on
Corporate Governance and Director's Report, but
does not include the standalone financial statements
and our auditor's report thereon.

Our opinion on the standalone financial statements
does not cover the other information and we do not
express any form of assurance conclusion thereon.

In connection with our audit of the standalone
financial statements, our responsibility is to read the
other information and, in doing so, consider whether
the other information is materially inconsistent
with the standalone financial statements or our
knowledge obtained in the audit or otherwise
appears to be materially misstated. If, based on the
work we have performed, we conclude that there is a
material misstatement of this other information, we
are required to report that fact. We have nothing to
report in this regard.

Responsibilities of Management and Those Charged
with Governance for the Standalone Financial
Statements

7. The accompanying standalone financial statements
have been approved by the Company's Board
of Directors. The Company's Board of Directors
are responsible for the matters stated in section
134(5) of the Act with respect to the preparation
and presentation of these standalone financial
statements that give a true and fair view of the
financial position, financial performance including
other comprehensive income, changes in equity and
cash flows of the Company in accordance with the
Ind AS specified under section 133 of the Act and
other accounting principles generally accepted in
India. This responsibility also includes maintenance
of adequate accounting records in accordance
with the provisions of the Act for safeguarding of
the assets of the Company and for preventing and
detecting frauds and other irregularities; selection
and application of appropriate accounting policies;
making judgments and estimates that are reasonable
and prudent; and design, implementation and
maintenance of adequate internal financial controls,
that were operating effectively for ensuring the
accuracy and completeness of the accounting
records, relevant to the preparation and presentation
of the financial statements that give a true and
fair view and are free from material misstatement,
whether due to fraud or error.

8. I n preparing the financial statements, the Board of
Directors is responsible for assessing the Company's
ability to continue as a going concern, disclosing, as
applicable, matters related to going concern, and
using the going concern basis of accounting unless
the Board of Directors either intends to liquidate the
Company or to cease operations, or has no realistic
alternative but to do so.

9. The Board of Directors is also responsible for
overseeing the Company's financial reporting
process.

Auditor’s Responsibilities for the Audit of the
Standalone Financial Statements

10. Our objectives are to obtain reasonable assurance
about whether the standalone financial statements as
a whole are free from material misstatement, whether
due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that

an audit conducted in accordance with Standards on
Auditing will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these standalone financial statements.

As part of an audit in accordance with the Standards
on Auditing, specified under section 143(10) of the
Act, we exercise professional judgment and maintain
professional skepticism throughout the audit. We also:

• Identify and assess the risks of material
misstatement of the standalone financial
statements, whether due to fraud or error,
design and perform audit procedures responsive
to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher
than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
control;

• Obtain an understanding of internal control
relevant to the audit in order to design
audit procedures that are appropriate in the
circumstances. Under section 143(3) (i) of the
Act, we are also responsible for expressing our
opinion on whether the Company has adequate
internal financial controls with reference
to financial statements and the operating
effectiveness of such controls;

• Evaluate the appropriateness of accounting
policies used and the reasonableness of
accounting estimates and related disclosures
made by the management;

• Conclude on the appropriateness of the Board
of Directors' use of the going concern basis of
accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
related to events or conditions that may cast
significant doubt on the Company's ability to
continue as a going concern. If we conclude that
a material uncertainty exists, we are required
to draw attention in our auditor's report to the
related disclosures in the standalone financial
statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the
date of our auditor's report. However, future
events or conditions may cause the Company
to cease to continue as a going concern.

• Evaluate the overall presentation, structure
and content of the financial statements,
including the disclosures, and whether the
financial statements represent the underlying
transactions and events in a manner that
achieves fair presentation.

12. We communicate with those charged with
governance regarding, among other matters, the
planned scope and timing of the audit and significant
audit findings, including any significant deficiencies
in internal control that we identify during our audit.

13. We also provide those charged with governance with
a statement that we have complied with relevant
ethical requirements regarding independence, and
to communicate with them all relationships and
other matters that may reasonably be thought to
bear on our independence, and where applicable,
related safeguards.

14. From the matters communicated with those charged
with governance, we determine those matters that
were of most significance in the audit of the financial
statements of the current period and are therefore
the key audit matters. We describe these matters
in our auditor's report unless law or regulation
precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine
that a matter should not be communicated in our
report because the adverse consequences of doing
so would reasonably be expected to outweigh the
public interest benefits of such communication.

Report on Other Legal and Regulatory
Requirements

15. As required by section 197(16) of the Act based on
our audit, we report that the Company has paid
remuneration to its directors during the year in
accordance with the provisions of and limits laid down
under section 197 read with Schedule V to the Act.

16. As required by the Companies (Auditor's Report)
Order, 2020 ('the Order') issued by the Central
Government of India in terms of section 143(11) of
the Act, we give in the Annexure I, a statement on
the matters specified in paragraphs 3 and 4 of the

Order, to the extent applicable.

17. Further to our comments in Annexure I, as required

by section 143(3) of the Act based on our audit, we

report, to the extent applicable, that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purpose of our audit of the accompanying
standalone financial statements;

b) in our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books, except for the matters stated
in paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended)}.

c) The standalone financial statements dealt with
by this report are in agreement with the books
of account;

d) in our opinion, the aforesaid standalone financial
statements comply with Ind AS specified under
section 133 of the Act;

e) On the basis of the written representations
received from the directors and taken on record
by the Board of Directors, none of the directors
is disqualified as on 31 December 2024 from
being appointed as a director in terms of section
164(2) of the Act;

f) The modification relating to the maintenance
of accounts and other matters connected
therewith are as stated in paragraph 17(b) above
on reporting under section 143(3)(b) of the Act
and paragraph 17(h)(vi) below on reporting
under Rule 11(g) of the Companies (Audit and
Auditors) Rules, 2014 (as amended);

g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company as on 31 December
2024 and the operating effectiveness of
such controls, refer to our separate Report
in Annexure II wherein we have expressed an
unmodified opinion; and

h) With respect to the other matters to be included
in the Auditor's Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,

2014 (as amended), in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company, as detailed in note 40 to
the standalone financial statements, has
disclosed the impact of pending litigations
on its financial position as at 31 December
2024;

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses as at 31 December 2024.

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund
by the Company during the year ended 31
December 2024; and

iv. a. The management has represented

that, to the best of its knowledge and
belief, as disclosed in note 57(e) to
the standalone financial statements,
no funds have been advanced or
loaned or invested (either from
borrowed funds or securities premium
or any other sources or kind of
funds) by the Company to or in any
person(s) or entity(ies), including
foreign entities ('the intermediaries'),
with the understanding, whether
recorded in writing or otherwise,
that the intermediary shall, whether,
directly or indirectly lend or invest in
other persons or entities identified
in any manner whatsoever by or
on behalf of the Company ('the
Ultimate Beneficiaries') or provide
any guarantee, security or the like on
behalf the Ultimate Beneficiaries;

b. The management has represented that,
to the best of its knowledge and belief, as
disclosed in note 57(f) to the standalone
financial statements, no funds have been
received by the Company from any
person(s) or entity(ies), including foreign
entities ('the Funding Parties'), with the
understanding, whether recorded in
writing or otherwise, that the Company
shall, whether 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 provide any
guarantee, security or the like on behalf
of the Ultimate Beneficiaries; and

c. Based on such audit procedures
performed as considered reasonable
and appropriate in the circumstances,
nothing has come to our notice that
has caused us to believe that the
management representations under
sub-clauses (a) and (b) above contain
any material misstatement.

v. The interim dividend declared and paid
by the Company during the year ended 31
December 2024 and until the date of this
audit report is in compliance with section
123 of the Act.

The final dividend paid by the Company
during the year ended 31 December 2024
in respect of such dividend declared for the
previous year is in accordance with section
123 of the Act to the extent it applies to
payment of dividend.

As stated in note 61(i) to the accompanying
standalone financial statements, the
Board of Directors of the Company have
proposed final dividend for the year ended
31 December 2024 which is subject to the
approval of the members at the ensuing
Annual General Meeting. The dividend
declared is in accordance with section
123 of the Act to the extent it applies to
declaration of dividend.

vi. Based on our examination which included
test checks, the Company, in respect of
financial year commencing on 01 January
2024, has used two accounting software
for maintaining its books of account
which have a feature of recording audit
trail (edit log) facility and the same have
been operated throughout the year for
all relevant transactions recorded in the
software. However, the audit trail feature
was not enabled at database level for one
accounting software to log any direct data
changes, as described in note 60 to the
standalone financial statements.

Further, during the course of our audit we
did not come across any instance of audit
trail feature being tampered with in respect
of these accounting software

As proviso to Rule 3(1) of the Companies
(Accounts) Rules, 2014 applies to the

Company for the financial year commencing
on 01 January 2024, reporting under Rule
11(g) of Companies (Audit and Auditors)
Rules, 2014 on preservation of audit trail as
per the statutory requirements for record
retention is not applicable for the financial
year ended December 31, 2024.

For J C Bhalla & Co For O P Bagla & Co LLP

Chartered Accountants Chartered Accountants

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

Akhil Bhalla Neeraj Kumar Agarwal

Partner Partner

Membership No: 505002 Membership No. 094155

UDIN: 25505002BMIKXH2112 UDIN: 25094155BMKSDP4102

Place: Gurugram Place: Gurugram

Date: 10 February 2025 Date: 10 February 2025

B-5, Sector-6, Noida B-225, 5^th Floor, Okhla Industrial Area,

Uttar Pradesh 201301 Phase 1, New Delhi 110020