Your Directors have pleasure in presenting the 30^th (Thirtieth) Annual Report on the business and operations of your
Company along with the Audited Financial Statements for the Financial Year ended December 31, 2024.

Financial Performance

The financial performance of your Company for the Financial Year ended December 31, 2024 is summarized below:

*After adjustment on account of non-controlling interest.

Consolidated Financial Statements

The Consolidated Financial Statements of your Company
for the Financial Year 2024 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 Company’s Affairs

Your Company has presence in 26 States and 6 Union
Territories in India as well as in 9 other countries
through franchise rights (viz. Nepal, Sri Lanka, Morocco,
Zambia, Zimbabwe, Democratic Republic of Congo,
South Africa, Lesotho & Eswatini). Additionally, the
Company holds distribution rights in 4 countries (viz.
Namibia, Botswana, Mozambique and Madagascar).
As of December 31, 2024, the Company has 48 state-
of-the-art manufacturing facilities (36 in India and 12 in

International Geographies) with more than 2,600 owned
vehicles, more than 2,800 primary distributors and more
than 130 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.

Key Developments

On March 26, 2024, your Company consummated the
acquisition of The Beverage Company Proprietary Limited,
South Africa along-with its wholly-owned subsidiaries
('BevCo'). Accordingly, Bevco became the subsidiary of
the Company. This acquisition allowed the Company to
consolidate its presence in franchised territories in South
Africa, Lesotho, and Eswatini, as well as territories with
distribution rights in Namibia, Botswana, Mozambique,
and Madagascar.

On November 13, 2024, your Company entered into share
purchase agreements with Tanzania Bottling Company
SA and Ghana Bottling Company Limited to acquire 100%
share capital of SBC Tanzania Limited and SBC Beverages
Ghana Limited respectively, subject to regulatory and
other approvals, including but not limited to PepsiCo Inc.

Varun Beverages Morocco SA (a wholly owned subsidiary
of the Company) entered into an Exclusive Snacks
Appointment Agreement to manufacture and package
Cheetos in the territory of Morocco. This appointment
is in addition to the existing distribution agreement for
PepsiCo's snacks portfolio consisting of Lays, Cheetos,
Doritos in the territory of Morocco.

Varun Foods (Zimbabwe) (Private) Limited and Varun
Beverages (Zambia) Limited (subsidiaries of the
Company) entered into an Exclusive Snacks Franchising
Appointment with Premier Nutrition Trading LLC, Dubai
(subsidiary of PepsiCo Inc.) to manufacture, distribute,
and sell 'Simba Munchiez' in the territory of Zimbabwe
& Zambia.

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

Your Company has not transferred any amount to General
Reserve for the Financial Year 2024.

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://www.varunbeverages.
com/wp-content/uploads/2023/03/10-Dividend-
Distribution-Policy.pdf

Dividend

During the year under review, the Board of Directors in
their meeting held on July 30, 2024 declared an interim
dividend of ' 1.25 per Equity Share (face value of ' 5/-
per Equity Share) to the eligible equity shareholders of
the Company. Further, the Board of Directors have also

recommended a final dividend of ' 0.50 per Equity Share
(face value of ' 2/- per Equity Share) for the Financial
Year 2024. Total cash outflow for dividend payout would
be 3,315.06 million for the Financial Year 2024.

Your Company has transferred the unpaid/unclaimed
dividend (interim and final) 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://varunbeverages.com/corporate-governance/

Investor Education and Protection Fund

Pursuant to the provisions of Section 124 of the Act,
Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
('IEPF Rules') read with relevant circulars and amendments
thereto, amount of dividend which remains unpaid/
unclaimed for a period of seven years from the date of
transfer to the Company's unpaid dividend account and
corresponding shares on which the dividend remains
unclaimed for seven consecutive years or more are required
to be transferred to the Investor Education and Protection
Fund ('IEPF') constituted by the Central Government.
Accordingly, your Company had transferred ' 45,375/- to
IEPF (being unpaid/unclaimed interim dividend amount
for FY 2017) and also transferred 299 equity shares
(on which interim dividend for FY 2017 remained unpaid/
unclaimed for seven consecutive years) to the designated
demat account of IEPF Authority and the same can be
claimed from IEPF Authority only after complying with
prescribed procedure under IEPF Rules.

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 Company's M&A activities for viable
acquisitions and the same is uploaded on website of the
Company at https://varunbeverages.com/wp-content/
uploads/2023/03/9-VBL-Guidelines-for-Acquisition-in-
India.pdf

Sub-Division/Split of Equity Shares

During the year under review, pursuant to the approval
of Members through Postal Ballot on August 30, 2024,
the Issued, Subscribed and Paid-up Equity Share Capital
existing on the Record Date (i.e. September 12, 2024) was
sub-divided/split such that each Equity Share having face
value of ' 5/- each fully paid-up, was sub-divided/split
into such number of Equity Shares having face value of
' 2/- each fully paid-up.

Qualified Institutions Placement (QIP)

During the year under review, in compliance with the
provisions of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, SEBI (LODR)
Regulations and Sections 42 & 62 of the Act and Rules
made thereunder, your Company has issued and allotted

132,743,362 Equity Shares of face value of ' 2/- each to
the eligible Qualified Institutional Buyers at an issue price
of ' 565/- per Equity Share i.e. at a premium of ' 563/- per
Equity Share aggregating to ' 7,500 crore. Brief summary
of utilization of funds are as follows:

*incremental amount utilized through general corporate purposes allocated funds.

Share Capital

Pursuant to the approval of Members through Postal
Ballot on August 30, 2024, the Authorized Share
Capital of the Company stood sub-divided/ split from
' 10,000,000,000/- (Rupees Ten Billion only) divided into
2,000,000,000 (Two Billion) Equity Shares of face value
of ' 5/- (Rupees Five only) each to ' 10,000,000,000/-
(Rupees Ten Billion only) divided into 5,000,000,000
(Five Billion) Equity Shares of face value of ' 2/- (Rupees
Two only) each.

During the year under review, the Issued, Subscribed
and Paid-up Equity Share Capital of your Company was
increased/changed from ' 6,496,074,880/- (Rupees Six
Billion Four Hundred Ninety Six Million Seventy Four
Thousand and Eight Hundred Eighty only) divided into
1,299,214,976 (One Billion Two Hundred Ninety Nine
Million Two Hundred Fourteen Thousand and Nine
Hundred Seventy Six) Equity Shares of face value of
' 5/- (Rupees Five only) each to ' 6,763,020,034/-
(Rupees Six Billion Seven Hundred Sixty Three Million
Twenty Thousand and Thirty Four only) divided into
3,381,510,017 (Three Billion Three Hundred Eighty One
Million Five Hundred Ten Thousand and Seventeen)
Equity Shares of face value of ' 2/- (Rupees Two only)
each due to (i) sub-division/split of Equity Shares of
the Company such that each Equity Share having face
value of ' 5/- each fully paid-up, was sub-divided/split
into such number of Equity Shares having face value of
' 2/- each fully paid-up; (ii) allotment of 729,215 (Seven
Hundred Twenty Nine Thousand and Two Hundred
Fifteen) Equity Shares of the Company in aggregate
upon exercise of stock options vested under Employees
Stock Option Scheme 2016; (iii) allotment of 132,743,362
(One Hundred Thirty Two Million Seven Hundred Forty
Three Thousand and Three Hundred Sixty Two) Equity

Shares of face value of ' 2/- each pursuant to Qualified
Institutions Placement.

Employees Stock Option Scheme

Your Company has Employees Stock Option Scheme 2016
('ESOP Scheme 2016') i.e. in compliance with SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021, as amended from time to time ('SEBI ESOP
Regulations') and there has been no material change to
the ESOP Scheme 2016 during the year under review.
Consequent to sub-division/split of Equity Shares, all the
options granted under the ESOP Scheme 2016 have been
adjusted for sub-divided/split shares.

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://varunbeverages.com/agm/ 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://varunbeverages.com/agm/

Credit Rating

During the year under review, your Company's credit
ratings by CRISIL is as below:

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 (including omnibus) 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 2024 with related
parties, as defined under the Act and SEBI (LODR)
Regulations, were in the ordinary course of business and
on arm's 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
Company's operations. Attention of Members is drawn to
the disclosure of transactions with the related parties set
out in Note No. 43 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://www.varunbeverages.com/policies/
policy-on-related-party-transactions.pdf

Since all transactions which were entered into during the
Financial Year 2024 were on arm's 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 2024 as per Policy on Related
Party Transactions, hence no detail is required to be
provided in Form AOC-2 prescribed under Clause (h) of
Sub-section (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, Associates 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;

• Varun Beverages South Africa (Pty) Ltd;

• VBL Mozambique, SA;

• The Beverage Company Proprietary Limited,

South Africa (w.e.f. 26.03.2024);

- The Beverage Company Bidco Proprietary Limited
(w.e.f. 26.03.2024) (step-down subsidiary);

- Little Green Beverages Proprietary Limited
(w.e.f. 26.03.2024) (step-down subsidiary);

- Softbev Proprietary Limited (w.e.f. 26.03.2024)
(step-down subsidiary);

• Varun Foods (Zimbabwe) (Private) Limited
(w.e.f. 22.05.2024); and

• Lunarmech Technologies Private Limited
(wholly owned subsidiary w.e.f. 16.12.2024).

Associates

• Clean Max Tav Private Limited; and

• Huoban Energy 7 Private Limited

Joint Venture

• IDVB Recycling Operations Private Limited

To comply with the provisions of Section 129 of the Act, a
separate statement containing salient features of Financial
Statements of Subsidiaries, Associates 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, Associates and Joint Venture to the
overall performance of your Company is outlined in Note
No. 58 of the Consolidated Financial Statements.

Financial Statements of the aforesaid Subsidiaries,
Associates 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 Holiday up to the date of AGM i.e. April 3,
2025 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://varunbeverages.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 and as on December 31,
2024, none of the subsidiary was a material subsidiary
of the Company in terms of the said Policy. Policy for
determination of Material Subsidiary and Governance of
Subsidiaries is uploaded on website of the Company at
https://www.varunbeverages.com/policies/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. Varun Jaipuria (DIN: 02465412) and Mr. Rajinder Jeet
Singh Bagga (DIN: 08440479), Whole-time Directors are
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 their re-appointment
for consideration by the Members at the ensuing AGM.

Further, the re-appointment of Mr. Varun Jaipuria and
Mr. Raj Gandhi (DIN: 00003649) w.e.f. November 1, 2024
and Mr. Rajinder Jeet Singh Bagga w.e.f. May 2, 2024 as
Whole-time Directors for a further period of upto 5 (Five)
years, liable to retire by rotation and the appointment of
Dr. Naresh Trehan (DIN: 00012148) w.e.f. April 21, 2024 as a
Non-Executive Non-Independent Director of the Company,
liable to retire by rotation were approved by Members of
your Company at 29^th AGM held on April 3, 2024.

Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed both
under Section 149(6) of the Act and Regulation 16(1)(b) of
the SEBI (LODR) Regulations and are in compliance with
Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014. Further, the Independent
Directors have also confirmed that they are not aware
of any circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact their
ability to discharge their duties as Independent Directors
of the Company.

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 read with Rules made
thereunder and SEBI (LODR) Regulations and are eligible
& 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, are separately disclosed in the
Notice of ensuing AGM.

Key Managerial Personnel

Mr. Rajesh Chawla was appointed as a Chief Financial
Officer and Key Managerial Personnel of the Company w.e.f.
May 14, 2024 in accordance with the provisions of Section
203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
in place of Mr. Lalit Malik, who resigned as Chief Financial
Officer and Key Managerial Personnel of your Company
w.e.f. May 13, 2024.

Further, Mr. Raj Gandhi, Whole-time Director 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 Company's 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://www.
varunbeverages.com/wp-content/uploads/2023/03/12-
Remuneration-Policy.pdf. The Policy includes, inter-alia,
the criteria for determining qualifications, positive
attributes, independence of a Director, 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 remuneration under Section 197 of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
is attached to this report as Annexure - A.

Further, as per second proviso to Section 136(1) of the Act
read with Rule 5 of the aforesaid Rules, the Board's 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 aforesaid
Rules. Any member interested in obtaining a copy of the
said statement may write to the Compliance Officer at
complianceofficer@rjcorp.in up to the date of AGM. 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 Holiday up
to the date of AGM i.e. April 3, 2025 between 11:00 a.m.
to 5:00 p.m.

Statutory Auditors

The Shareholders of the Company in their 27^th & 28^th AGM
held on April 7, 2022 and March 27, 2023 respectively
appointed M/s. O P Bagla & Co. LLP, Chartered Accountants
(Firm Registration Number 000018N/N500091) and
M/s. J C Bhalla & Co., Chartered Accountants (Firm
Registration Number 001111N) as Joint Statutory Auditors

of the Company for a period of upto 5(Five) consecutive
years to hold office till the conclusion of AGM to be held
in the year 2027 and 2028 respectively. 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
2024 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 2024.

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.

During the year under review, no complaint was received
under the Vigil Mechanism/ Whistle Blower Policy of
the Company.

Secretarial Auditors

Pursuant to the amended provisions of Regulation 24A
of the SEBI (LODR) Regulations and Section 204 of the
Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Audit, Risk Management and Ethics Committee and the
Board of Directors have approved and recommended the
appointment of M/s. Sanjay Grover & Associates, Peer
Reviewed Firm of Company Secretaries in Practice (Firm
Registration Number: P2001DE052900) as Secretarial
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 35^th (Thirty Fifth)
AGM of the Company to be held in the Year 2030,
for approval of the Members at ensuing AGM of the
Company. Brief resume and other details of M/s. Sanjay
Grover & Associates, Company Secretaries in Practice, are
separately disclosed in the Notice of ensuing AGM.

M/s. Sanjay Grover & Associates have given their consent
to act as Secretarial Auditors of the Company and
confirmed that their aforesaid appointment (if made)
would be within the prescribed limits under the Act &
Rules made thereunder and SEBI (LODR) Regulations.
They have also confirmed that they are not disqualified
to be appointed as Secretarial Auditors in terms of
provisions of the Act & Rules made thereunder and SEBI
(LODR) Regulations.

The Secretarial Audit Report for the Financial Year 2024
does not contain any qualification, reservation or adverse
remark and is attached to this report as Annexure - B.
Further, the Secretarial Auditors have not reported any
fraud under Section 143(12) of the Act.

Risk Management

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 recognizes 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 Company's various business and operational risks
through strategic actions. In line with the SEBI (LODR)
Regulations, cyber security risks are also covered under
Risk Management Policy of the Company.

Internal Financial Controls

Your Company has in place adequate Internal Financial
Controls. The report on Internal Financial Controls issued
by M/s. J C Bhalla & Co., 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://
varunbeverages.com/wp-content/uploads/2023/05/24-
CSR-Policy-Clear-Version.pdf. This Policy includes inter-
alia the guiding principles for selection, implementation
and monitoring of CSR activities of the Company.

Annual Report on CSR activities for the Financial Year
2024 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, 2024, 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, 2024 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 Financial
Year 2024 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 ('BRSR')
for the Financial Year 2024 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.

Further, as per the new reporting requirements, your
Company had taken reasonable assurance of the BRSR

Core from third-party Independent Assurance provider
and the same 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.

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
2024-25 has been paid to the National Stock Exchange of
India Limited and BSE Limited.

Equity Shares of your Company have been admitted
in Future & Options (F&O) segment with National
Stock Exchange of India Limited with effect from
November 29, 2024 and BSE Limited with effect from
December 13, 2024.

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://varunbeverages.com/
annual-reports/

Research & Development

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

Cautionary Statement

Statements in the Board's Report and the Management
Discussion & Analysis Report describing the Company's
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 statement.

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. I ssue 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 Company's 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 2024.

6. No instance of one-time settlement with any bank or
financial institution.

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 2024 till the date of
this Report, which would affect the financial position of
your Company.

Acknowledgement

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

Your 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 co-operation 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 Company's 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 10, 2025 Chairman

Place: Gurugram DIN: 00003668