Balance Sheet
Balance Sheet
WHAT’S INSIDE
PAGE 08
PAGE 54
CHAIRMAN’S COMMITTED TO A
MESSAGE CLEANER, GREENER
TOMORROW
PAGE 104
PAGE 126
FUTURE-READY EMBEDDING ESG IN INTERNATIONAL
WORKFORCE SHAPING OUR CORPORATE TERRITORIES
OUR FUTURE DNA
70 Enhancing Energy
Performance
International Statutory Reports
72 Sustained Climate Action: Territories
Reducing our Carbon
Footprint 128 Growing Stronger in the 150 Management Discussion &
76 VBL’s Commitment to International Business Analysis Report
Sustainability and Carbon 159 Board’s Report
Reduction
137 Awards and Recognition 176 Corporate Governance Report
78 Sourcing with Care
138 Corporate Information 197 Business Responsibility and
Social Initiatives Sustainability Report
139 GRI Index
84 Future-ready Workforce
Shaping our Future
93 Employee Health and Safety
Financial Statements
97 Augmenting Product Safety
and Quality 226 Consolidated Financial
Statements
99 Consumer Health and
Nutrition 332 Standalone Financial
Statements
Governance
104 Embedding ESG in our
Corporate DNA
Assurance Statements
112 Information System and
VBL Code of Conduct 437 BRSR Assurance Statement
114 CSR Initiatives: Making
Read or download 441 GRI Assurance Statement
a Sustainable Difference the report at:
117 Risk and Opportunities www.varunbeverages.com
Management
122 Sustainable Tax Practice:
Furthering our ESG
Commitment
02 Varun Beverages Limited
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
FUTURE-READY.
ECO-STEADY.
Imagine a future where every sip quenches more than thirst – it
sustains life, preserves the planet, and inspires change. At Varun
Beverages Limited (VBL), India’s leading PepsiCo franchisee, the
act of serving a drink has evolved into a profound responsibility
– one of fueling lives, driving innovation, and safeguarding the
planet. For over three decades, we have refreshed millions while
steadily redefining what it means to be a responsible industry
leader. From crowded cities to remote rural markets, each bottle
we deliver carries not only the promise of refreshment but also
our commitment to a greener and more sustainable future.
Our operations delivered robust growth across key markets, with consolidated
revenues rising by 24.7% in CY 2024. We also made significant strides in
expanding our global and domestic footprint. The acquisition of South Africa
based Beverage Company (BevCo) and its subsidiaries has strengthened our
international footprint and marks a key milestone in expanding our presence in
the African market. Domestically, we commissioned three greenfield facilities
in Supa (Maharashtra), Gorakhpur (Uttar Pradesh), and Khordha (Odisha),
boosting production capacity in India. Additionally, our Kinshasa facility in the
DRC now operates at full capacity on a three-shift basis.
These key milestones along with our commitment to net-zero GHG emissions
by 2050, enhanced efficiency through backward integration across 17
production plants and a strong focus on water stewardship, circular economy
through plastic waste management, and the adoption of renewable energy,
reinforce our Future Ready growth strategy.
As we grow, we continue to push boundaries – expanding our reach across
continents, embracing innovations that lower environmental footprints, and
nurturing communities through sustainable practices.
With a future-ready portfolio and an eco-steady approach, we are not just
meeting today’s demands but shaping a resilient and sustainable tomorrow.
Revenue
Financial ` 200,077
Million
EBITDA
` 47,111 Million
Net Profit
` 26,343
Million
Capex
` ~45,000
Million
Operational
1,124 Million
State-of-the-art production
Water usage ratio
facilities around the globe
48 1.56^ Times
~7,300 MT
^ Steady state WUR was 1.54 times in 2023 and 1.50 times in 2024, the differential is on account of stabilization of
2 new greenfield plants in 2023 and 3 new greenfield plants in 2024.
Dear Stakeholders,
It gives me immense
pleasure to present the
30th Annual Report of
Varun Beverages Limited
(VBL).
Ravi Jaipuria
Promoter & Non-Executive Chairman
Tanzania and Ghana, subject to regulatory and other CY 2024 was marked by significant
approvals. Integration of these acquisitions, along with
our operations in South Africa, shall strengthen our
progress in expanding our
presence in key international markets. manufacturing footprint to meet
growing demand across key
Strengthening growth capabilities markets. In India, we commissioned
CY 2024 was marked by significant progress in
three new greenfield facilities in
expanding our manufacturing footprint to meet growing
demand across key markets. In India, we commissioned
Supa (Maharashtra), Gorakhpur
three new greenfield facilities in Supa (Maharashtra), (Uttar Pradesh), and Khordha
Gorakhpur (Uttar Pradesh), and Khordha (Odisha). (Odisha). These state-of-the-art
These state-of-the-art plants have enhanced our
plants have enhanced our capacity
capacity to cater to the increasing demand in under-
penetrated markets.
to cater to the increasing demand
in under-penetrated markets.
Internationally, our Democratic Republic of Congo (DRC)
facility became operational and rapidly scaled to 100%
utilization within months. This remarkable performance
has reinforced our belief in the untapped potential of
the region, and we are now preparing for backward
integration and the commissioning of a second facility to Accelerating growth in international markets
strengthen our operations further.
CY 2024 was a year of remarkable progress in
strengthening our presence in the African market. A
Furthermore, a key aspect of our growth strategy
key milestone was the successful integration of The
is the continuous expansion and enhancement of
Beverage Company Proprietary Limited (BevCo) in
our distribution network and chilling infrastructure.
South Africa, enhancing our operational capabilities
Strengthening these areas is crucial for deepening our
and accelerating growth across the continent. This
presence in both established and under-penetrated
acquisition enabled the Company to consolidate its
markets. These strategic investments reflect our
presence in franchised territories in South Africa,
proactive approach to capturing growth opportunities
Lesotho, and Eswatini, while also securing distribution
and ensuring we are well-prepared to meet
rights in Namibia, Botswana, Mozambique, and
future demand.
Madagascar. Building on this momentum, we further
expanded our footprint through strategic acquisitions in
Expanding partnership with PepsiCo
key African regions.
During the year, we deepened our collaboration with
PepsiCo, venturing into new segments and geographies We also entered into share purchase agreements to
to diversify and grow our product portfolio. In CY 2024, acquire PepsiCo’s business in Tanzania and Ghana,
we entered into an Exclusive Snacks Appointment subject to regulatory and other approvals. This includes
Agreement to manufacture and package Cheetos in 100% stake in SBC Beverages Tanzania Limited (SBCT),
Morocco by May 2025. Building on this momentum, a market leader with five manufacturing facilities. SBCT’s
we signed another exclusive snacks franchising strong operational infrastructure and diverse product
appointment for “Simba Munchiez” in Zimbabwe and portfolio, including PepsiCo brands and its own energy
Zambia, with distribution starting in February 2025, and drink, Supa Komando, position us to effectively address
manufacturing set to commence by October 2025 and the growing consumer demand in East Africa.
April 2026, respectively. Our expansion into the snacks
market in these three countries marks a key milestone in Similarly, our acquisition of SBC Beverages Ghana Limited
enhancing our portfolio and leveraging synergies with (SBCG) will solidify our footprint in West Africa.
our existing infrastructure.
per Equity Share) to the eligible equity shareholders As we navigate dynamic market environments, we stay
of the Company. Further, the Board of Directors have focused on delivering sustainable growth and value while
also recommended a final dividend of ` 0.50 per Equity upholding our standards of excellence. We look forward
Share (face value of ` 2/- per Equity Share) for the to a future of continued success and shared prosperity.
Current Year 2024.
Vote of thanks
Message to stakeholders We express our deepest appreciation to our
As we reflect on another year of significant shareholders, investors, bankers, and creditors for
achievements, I extend my heartfelt gratitude to all our their support and belief in our vision. A special thanks
stakeholders for their trust and support. Your confidence to our dedicated employees, whose tireless efforts
in VBL has been instrumental in driving our success. and commitment have been instrumental in our
achievements. We are also immensely grateful to our
As we move forward, we remain focused on Board of Directors for their guidance and strategic
strengthening our market position, leveraging growth insights, helping steer the Company towards new
opportunities in both domestic and international opportunities and sustained growth. Your collective
markets, and maintaining our commitment to contributions have been invaluable in our journey, and
sustainable practices. Our dedication to innovation, we look forward to your continued partnership.
strategic expansion, and sustainability continues to
guide our journey. Warm regards,
Ravi Jaipuria
Promoter & Non-Executive Chairman
2014 &
2012 2015
2004 •C
onsolidated the sub-
territories of Goa, three
Capital infusion of
` 4,500 Million by
1996 districts of Maharashtra promoter group
Devyani
1991 Commenced Beverages
and North-East India
subsequent to merger of
operations in Limited merged a group company
Received licensing with VBL in
Jaipur
agreement from •T
hree companies having
2004
PepsiCo through the territories of Nepal,
a group Company Sri Lanka and Morocco
for trademark and became Subsidiaries
bottling •P
epsiCo sold 26% stake
in VBL to VBIL
2024
•A
cquired BevCo along with its
2022 wholly-owned subsidiaries
2018 •E
ntered into an
•E
ntered into binding
agreements to acquire 100%
agreement to distribute
•A
cquired sub- stake inTanzania and Ghana,
2016 territories in the
and sell Lays, Doritos
and Cheetos for PepsiCo
further enhancing its African
State of Jharkhand, market presence
in the territory of
• Acquired 60% Chhattisgarh and Morocco •S
ecured exclusive snacks
shareholding in Bihar franchising rights for PepsiCo’s
• Commenced commercial
Varun Beverages brands in Morocco, Zimbabwe,
•G
ranted sales and production of Kurkure
(Zambia) Limited and Zambia
distribution rights Puffcorn at the
• Got listed on NSE of Tropicana and manufacturing plant in
and BSE Gatorade Kosi, Uttar Pradesh for
•S
et up a Greenfield PepsiCo
production facility in
Nepal and Zimbabwe
Curating a Future-ready
Product Line
We are focused on expanding our portfolio
with high-growth products. By aligning with
emerging consumer preferences and trends,
we are strategically positioning both global and
regional brands for significant scalability.
20%
6%
74%
Slice Tropicana
Sting
Evervess Duke’s
Tropicana Nimbooz
Delight Rockstar
Snacks#
TM
Own Brands^
Reboost Energy Cream Bell Mango Belgian Kesar Cold Elaichi Rose Butter Vanilla
Shake Choco Badam Coffee Scotch
#
anufacturing of Cheetos (underway) & Distribution of Frito Lay, Doritos and Cheetos in Morocco; Manufacturing (underway) &
M
Distribution of Simba Munchiez in Zambia and Zimbabwe; Co-manufacturing of Kurkure Puffcorn in India.
^
Manufacturing & Distribution of own brands is restricted in select territories.
*
“CreamBell” trademark has been licensed to be used by VBL for ambient temperature value added dairy based beverages.
Nepal
Morocco
Ghana
DRC Tanzania
Mozambique
Madagascar
Eswatini
Zambia Lesotho
VBL India Sub-territories
Namibia Botswana
VBL International territories
Zimbabwe
South Africa Other Franchised Sub-territories
Manufacturing Facilities
India
• Pathankot • Goa
• Phillaur • Tirunelveli
• Nuh • Dharwad
• Panipat • Bharuch
• Greater Noida I • Begusarai
• Greater Noida II • Aurangabad
• Jainpur • Mahul#
• Bazpur • Nelamangala
• Sathariya • Palakkad
• Sathariya II • Mamandur
• Kosi • Sangareddy
• Sandila • Sri City
• Jodhpur • Bundi
• Bhiwadi • Jabalpur
• Mandideep • Supa
• Jamshedpur • Gorakhpur
• Cuttack • Khordha
• Kolkata
• Guwahati #
For land & building,
Unit I & II company has short-term
leasehold rights
In association with
PEPSIC
With over three decades of
partnership, we are a key player
globally and the second-largest
PepsiCo franchisee (outside the US).
We produce and distribute an
extensive range of carbonated
and non-carbonated beverages
under PepsiCo trademarks, steadily
expanding our footprint and product
offerings year-on-year.
VISION
To be the most admired
beverage company in all
VBL our markets
- Demand delivery
• Production facilities
• Sales and distribution – GTM VALUES
and logistics
• In-outlet management –
visi-coolers
• Consumer push management
(BTL) - Market share gains
Community Inclusivity and
responsibility diversity
ICO
engagement
Symbiotic Relationship
Social Employee
responsibility empowerment
PepsiCo
- Demand creation
• Trademarks Integrity and Environmental
transparency responsibility
• Formulation through
concentrate
• Product and packaging
innovation through investment
in R&D
• Consumer pull management Ethical business
(ATL) - Brand development practices
Building on this momentum, we signed a share purchase appointed the exclusive manufacturer and packager
agreement with Tanzania Bottling Company SA and of Cheetos in Morocco, complementing our existing
Ghana Bottling Company Limited to acquire 100% share distribution of Lay’s, Cheetos, and Doritos.
capital of SBC Tanzania Limited and SBC Beverages
Furthering this growth, Varun Zimbabwe and Varun
Ghana Limited respectively, subject to regulatory and
Zambia have partnered with Premier Nutrition Trading
other approvals, including but not limited to PepsiCo Inc.
LLC, Dubai (a subsidiary of PepsiCo Inc.) to manufacture,
Our expansion goes beyond beverages, as we deepen distribute, and sell Simba Munchiez in Zimbabwe and
our presence in the snacks segment. Varun Beverages Zambia, where distribution has already begun.
Morocco SA, a wholly-owned subsidiary, has been
26 states and
6 union territories ,
India with India contributing approximately
- The primary zone
72% of our net
operational revenues
in CY 2024.
9 countries with
franchise rights ,
28%
33+ Years 90%+
Of business association Accountability of
with PepsiCo sales volumes of
PepsiCo in India
72%
1.4+ Billion 4.0+ Million
Target consumers Retail outlets catered
India International
14 Countries 16,000+
Geographical presence Employees
Stakeholders impacted
Water
stewardship
Refer to 56 pg
Our pillars of
sustainability
Corporate Waste
governance management
Refer to 104 pg Refer to 66 pg
Human capital
management
Refer to 84 pg
Varun Beverages Varun Beverages South VBL Mozambique, SA The Beverage Company
International DMCC Africa (PTY) Ltd. Proprietary Limited
Varun Foods (Zimbabwe) The Beverage Company Little Green Beverages Softbev Proprietary
(Private) Limited Bidco Proprietary Limited Proprietary Limited Limited
Financial
Profit and loss indicators
Net revenue (` in Million) EBITDA (` in Million)
200,077 47,111
160,426 36,095
131,731 27,881
88,232 16,546
71,296 14,477 12,019
64,501
2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024
23.5
22.5
21.2
20.3
18.6 18.8
26,343 13.2
13.1
11.8
21,018
15,501 8.5
6.6
5.5
7,461
4,722
3,573
2019 2020 2021 2022 2023 2024 2019 2020 2021 2022 2023 2024
167,396
70,847
52,155
41,967
33,591 35,888
Details of Business Activities (Accounting for More Than 90% of the Turnover)
Rajinder Jeet He holds a master’s degree in mechanical engineering from the Indian
Singh Bagga Institute of Technology, Kanpur. He has been associated with the
Whole-time Director Company since 1996 and is currently heading technical operations since
2003. He has an experience of 28 years with the Company in managing
technical operations and execution of projects. Prior to this, he was
associated with Eveready Industries India Limited for approximately
10 years and was last working in the capacity as their production manager.
Dr. Naresh Trehan He is a Graduate from King George Medical College and a renowned
Non-Executive Non- Cardiothoracic Surgeon by the American Board of Thoracic Surgery. He has
Independent Director trained & practised at New York University Medical Center at Manhattan
USA from July 1, 1971 to June 30, 1975 and is an honorary fellow at the
Royal Australasian College of Surgeons. He has received many prestigious
awards, including the Padma Bhushan Award, presented by the Government
of India. He is a Diplomate from the American Board of Surgery and the
American Board of Cardiothoracic Surgery and has around 50 years of
vast experience.
Dr. Ravi Gupta He holds a Bachelor’s degree and a Master’s degree in commerce from
Independent Director the University of Delhi. He also holds a Bachelor’s degree in law from the
University of Delhi, a diploma in labor law from the Indian Law Institute, a
Master’s degree in business administration from the Faculty of Management
Studies, University of Delhi and a doctorate in philosophy for his thesis
on ‘Country Risk Analysis in Investment Financing Decision Making’ from
the University of Delhi. He was employed as an Associate Professor in the
commerce department of Shri Ram College of Commerce, University of
Delhi. He was appointed by the Government of India as a member of the
committee constituted for simplification of Income Tax Act. He was also
nominated by the government to the Central Council of the Institute of
Chartered Accountants of India. He is Founder and President of Tax Law
Educare Society, a non-profit making voluntary organization, with the main
objective to educate general public and professionals on Taxation, Law and
Allied Matters for last 16 years.
Sita Khosla She holds Bachelor’s of Arts degree from St. Stephen’s College and LLB
Independent Director from the Faculty of Law, University of Delhi and is enrolled with the Bar
Council of Delhi. She practices in the areas of corporate, contract and
commercial laws since 1992. She has been involved in providing advice on
a wide range of issues from company formation, corporate governance
and regulatory compliance to mergers and acquisitions, corporate
restructuring, joint ventures, foreign investments, exchange control
regulations and securities laws. She has acted as India legal advisor to
major players in the civil aviation sector including international commercial
airlines, MRO organizations and ground handling operators in respect of
their operations in India.
She holds a bachelor’s degree in Arts from the University of Delhi and is a
Rashmi Dhariwal
practising advocate at the Calcutta High Court since 1978. She is also the
Independent Director chairperson of a non-profit organization called Prayatn which provides
education to underprivileged children. She has also worked in several
leading firms in India including Khaitan & Co, Calcutta and Delhi, Mulla &
Mulla, Mumbai and also in the Philippines.
Reporting guidelines and principles This report serves as a platform to showcase our
Environmental, Social, and Governance (ESG) initiatives
This report discloses the sustainability initiatives taken
and accomplishments for the reporting year, along with
by Varun Beverages Limited across the identified
outlining our future roadmap.
material topics and captures their impact on our
stakeholders. Our performance against such initiatives
ESG: Our approach
have also been measured and recorded. We have also
gathered comprehensive data on the measures followed Being a responsible corporate citizen, we understand
by us as a responsible corporate citizen, a trusted the long-term impact that diverse aspects may have
beverage business, a people-centric organization, and a on our business and the communities that we operate
sustainability advocate. in as well as recognize the need to manage such issues
for delivering higher value to our consumers. To achieve
We have also made disclosures of our data and this, we actively engage with our consumers, employees,
processes in line with SEBI’s new mandate through communities, government, and other stakeholders,
our Business Responsibility and Sustainability Report enabling suitable handling of the issues and taking
exclusive of our ESG report. sustainable action.
Details of it can be found in our Business Responsibility Refer to Page 42 for more information on how we
and Sustainability Report. engage with our stakeholders.
Dear Stakeholders,
At Varun Beverages, sustainability
is not a choice; it is an imperative
that underpins how we operate and
grow. As one of the world’s leading
beverage manufacturers, our role
extends beyond quenching thirst.
We ensure that every step of our
value chain contributes positively
to the planet, our people, and the
communities we serve.
Varun Jaipuria
Promoter, Executive Vice-Chairman and
Whole-time Director
The world around us is changing rapidly. Consumers water positivity, and enhancing our renewable energy
today demand more than just refreshing beverages. mix. In alignment with our sustainability roadmap, we
They actually seek for responsible brands that stand for continued integrating responsible sourcing, increasing
environmental stewardship, social progress, and ethical PET bottle recycling rates, and fostering social equity
governance. At VBL, we recognize this shift and remain through workforce inclusion and community initiatives.
persistent in our ESG commitments, ensuring that our
business scales sustainably while leaving a positive Demonstrating our commitment to
impact on society. environmental stewardship
We took significant strides in reducing our ecological
Growing responsibly, sustaining progress
footprint. We continued our efforts to integrate
In CY 2024, we reinforced our footprint across global
renewable energy into our operations, with 16% of
markets, expanding operations into South Africa and
our total energy consumption now derived from
securing distribution rights in Namibia, Botswana,
sustainable sources, reinforcing our dedication to
Mozambique, and Madagascar. Our entry into the
clean energy adoption. Water conservation remained
Democratic Republic of Congo (DRC), along with
a key priority, and through targeted initiatives, we
pending acquisitions in Tanzania and Ghana, marks
another stride toward becoming a stronger global achieved a 19% reduction in water usage per liter
player. In India, we deepened our distribution network, of beverage production compared to the base year
added new Greenfield facilities, and strengthened last- 2020 further strengthening our position as a water-
mile reach, all while embedding sustainability into our positive organization. Our approach to plastic waste
growth model. management also saw substantial progress as we moved
closer to our goal of 100% PET bottle recycling by 2025,
Our ESG focus remains consistent. This year, we
achieving 88% recycling in CY 2024 – an improvement of
accelerated our sustainability efforts with a clear
2% points over the previous year.
emphasis on optimizing our carbon footprint, advancing
Why we do it
Manufacturing capital
48 state-of-the-art
production facilities. 36 in
India and 12 in International Vision ESG mission
territories We will be the While refreshing billions of consumers
most admired with a vast portfolio of beverages
beverage company touching all age groups, we shall ensure
in all our markets. a suitable ecosystem with a positive
Intellectual capital impact on our planet and well being.
Consumer insights,
technology, know-how and Built on our values
R&D capabilities
Social and
relationship capital
Spent nearly Environmental Integrity and Ethical business
` 317.9 Million on CSR responsibility transparency practices
Natural capital
New installments towards
climate positively
Contributing to our
SDG Goals
Investors
We ensure exceptional
returns on investment,
fostering a reliable and
Growth levers Human capital trust-driven ecosystem.
We are proud to be recognized as a
Great Place to Work. Business Partners
We nurture an inclusive
growth culture, creating
Solid Robust supply opportunities for mutual
infrastructure chain success and all-around
benefits.
Social and
relationship capital Employees
Making a difference by helping the We provide ample growth
Demand Market share communities around us with health, opportunities, empowering
delivery gains nutrition, sustainable living. our workforce to become
future leaders.
Environment
Margin ROE We are committed to
expansion expansion sustainable practices,
Natural capital implementing effective
Increasing renewable energy water management
strategies to minimize our
environmental footprint.
Focusing More on
Empowering Our Pillars
At Varun Beverages, we believe that the foundation of our success lies in the
strength of our relationships with key stakeholders. By maintaining open and
ongoing dialogues, we ensure our strategies align with their evolving needs,
driving mutual growth and sustainability. Our responsbility to safeguarding their
interests and creating lasting value is reflected in how we engage with internal
and external stakeholders, fostering trust, transparency, and collaboration to build
a more sustainable future together.
Conduct a materiality
analysis to identify and
prioritize key issues
Business Ethics
Energy Management
Waste Management
Freedom of Association
Facilitated discussions,
Surveys, Townhall meetings, Diversity & Inclusion
Leadership meetings, Email
Employees Talent Management
communications, Employee
engagement activities, Community Engagement
Webinars
Employee Engagement & Development
Responsible Sourcing
Individual and broad-based
communications, Supplier Sustainable Agriculture
Suppliers
trainings, assessments, and Packaging Lifecycle Management
remediation processes
Regulation & Taxation
Environmental Stewardship
Responsible Marketing
Surveys, Corporate websites,
Retailers/ Marketing activities & Consumer Health & Nutrition
Consumers communication, Social media
Corporate Citizenship
About DQS
DQS India, a subsidiary of DQS STEP 1
Holding GmbH, is a globally Identifying key
recognized expert in management stakeholders
system certification, assessment,
and training, bringing invaluable
insight to our materiality assessment
STEP 5 STEP 2
process.
Finalizing priority Crafting
topics for goal- engagement
Key goal setting and Assessment techniques
strategic alignment steps
Our goal was to identify and
prioritize the economic, social, and
environmental aspects that are most
material to the company's long-term
success. STEP 4 STEP 3
Evaluating the impact Brainstorming
of each aspect material aspects
• Packaging lifestyle
management
• Business performance
• Responsible sourcing
• Supply chain management
• Innovation and R&D
• Sustainable agriculture Leadership and Governance
• Resource use and • Corporate governance
conservation
• Business ethics
UNSDG's Catered to: • Regulation and taxation
• Advocacy and public
policy
High
Responsible
Sourcing Management
Business
Product Safety & Quality
Supply Chain Ethics
Management Employee Health & Safety
Product Labeling Regulation &
Ecological Taxation Energy Corporate Governance
Impact Sustainable Agriculture Management Waste Management
Resource Use & Responsible Diversity, Equity & Inclusion
Conservation Marketing
Innovation & R&D
Sanitation & Data Privacy &
Hygiene Information Employee Engagement &
Security Development
Advocacy &
Rural Livelihood Public Policy
Generation Talent Recruitment &
Retention
Ranking
Water Management 1
Environment
Carbon Footprint & Emissions 2
Corporate Citizenship 9
Corporate Governance 7
Leadership & Governance
Business Ethics 8
Environment Social Capital Human Capital Business Model and Innovation Leadership & Governance
Carbon emission reduction Nutrition and product safety risk Risk management
The ESG Committee identifies risks, The Steering Committee assumes Together, the Board and Steering
opportunities, and aligns VBL’s ESG a pivotal role in executing and Committees uphold VBL’s
efforts with global standards. Under monitoring the water stewardship, commitment to sustainable
the leadership of Vice-Chairman improving energy efficiency, waste practices, fostering accountability
Mr. Varun Jaipuria, the Board- management, diversity and health and innovation to meet the evolving
level committee steers initiatives & safety strategy. Their efforts expectations of stakeholders and
like water stewardship, water are bolstered by ongoing reviews regulatory demands.
management, energy efficiency, to address system gaps, improve
waste management, health & safety, processes, and enhance data
and diversity, ensuring alignment transparency.
with broader environmental and
social objectives.
Team structure
Advisors
Independent Professional
(Advisors to both ESG
Committee & Steering
Committee)
Overall
Management:
ESG Head and
Investor Relations
Board Level ESG Head Steering Committee
Committee ESG Head
Executive Vice Chairman Technical Head
2 Whole-time Directors (Board Member)
HR Head
Packaging and
Compliance
RM sourcing
Our team
comprise
Plant manufacturing Industrial relations
members
from
Investor relations Sales
Market equipment
Finance and taxation
management (Visi-coolers)
Committed to a Cleaner,
Greener Tomorrow
At VBL, environmental preservation
Key focus areas
is a core priority. We are steadfast in
our commitment to maintaining the
highest environmental standards and
Support biodiversity
best practices across all our activities. conservation and
Improve energy
efficiency
This dedication includes vigilant protect ecosystems
within our sphere of
monitoring, transparent reporting of
influence
our environmental performance, and
conducting regular environmental
audits. Minimize plastic Reduce
waste generation and Greenhouse Gas
Our proactive engagement with stakeholders reflects increase recycling (GHG) Emissions
our commitment to building trust and collaborating on rates
environmental issues. We are dedicated to minimizing
our environmental footprint while maintaining
operational excellence. To achieve this, we have
implemented a variety of initiatives and mitigation
Implement water conservation
strategies that underscore our commitment to
measures and reduce water
environmental sustainability.
consumption
Regular environmental performance reports are prepared by the ESG Committee and presented to the Board of
Directors. These reports include progress toward achieving environmental objectives, key performance indicators,
and other relevant metrics.
Water conservation Engaged DQS which verifies water mass Reduction in wastage of water
balance. We also undertook several other and recharge of water
initiatives towards water conservation
and water recharge
Use of Fuels like Biomass We are proactive in adopting new Reduction in Greenhouse Gases
for Steam Generation, technologies that use cleaner fuels of
Usage of Solar Energy energy. Commissioned a solar power
at our manufacturing plant at Nuh and
Greater Noida and redesigned the power
generation units at many locations
Installation of Effluent Plants have installed online monitoring Effluents are treated and discharged
Treatment Plant systems in Effluent Treatment Plant under prescribed limits thereby
as well as Boiler emissions for all time remaining well within the prescribed
compliance which is being monitored by norms and consent conditions
CPCB on a real-time basis
23
Manufacturing Plants certified safe for use of surface
Contribution made to overall production
Out of the 36 plants in India, 7 plants fall
in “over-exploited” / “critical” category of
water by Central Ground Water Authority of India Central Ground Water Authority of India which
7 6
contributed only ~14% of total production in
CY 2024. The balance 29 plants contributed
Plants categorized Plants are categorized ~86% of the total production in CY 2024.
as ‘Critical’ or ‘Over as ‘Semi-Critical’
exploited’
Water Audit
To monitor our water footprint and validate our efforts and outcome towards water stewardship, water audit is
regularly conducted by DQS India. All our manufacturing plants in India are covered under the scope of this audit.
Beyond water: A holistic impact Scaling up: Our commitment for 2025 and
Through the RWB program, we have not only beyond
restored water bodies but also unlocked new As we move forward, we are committed to expanding
opportunities for the communities we serve. With the RWB program to four new locations – Kota,
improved water availability, farmers can now cultivate Begusarai, Gorakhpur, and Prayagraj – creating an
a second crop, while the application of nutrient- additional 2.6 Billion liters of water capture capacity,
rich silt has enhanced soil quality, leading to a 30% engaging over 2,500 farmers and enhancing over
average increase in yield. Additionally, silt application 7,000 acres of farmland.
has reduced irrigation water usage by 10% and
Further strengthening our role in water stewardship,
fertilizer dependency by 20%, making farming more
VBL has taken on the responsibility of Basin Leader
sustainable. Improved access to water has enhanced
for the Yamuna Basin under the India River Basins
sanitation and hygiene, while reducing the time and
Collective Action Program (UNCEO Water Mandate).
effort women spend fetching water, allowing them to
This step reflects our commitment to not just water
engage in other productive activities. The program
conservation but also to long-term, collaborative
has also started paving the way for water-based
action for sustainable water management.
livelihoods, such as fisheries and livestock farming,
further strengthening rural economies.
Framework
The IRECS Framework (Inclusiveness, Relevance, Expectation, Convergence and Service Delivery) was
implemented for impact assessment.
The Process
Step 1: Survey Step 2: Questionnaire Step 3: Data collection Step 4: Extensive sampling
The impact
The construction, deepening, and maintenance of ponds by VBL have had a profound socio-economic and
environmental impact. These efforts have significantly improved community well-being, provided sustained livelihood
opportunities, and contributed to agricultural resilience. Additionally, they have enhanced biodiversity and helped
replenish natural water reserves.
1. Socio-economic impact
In agrarian communities like ours, ponds play a vital role in irrigation, directly supporting farmers’ livelihoods. Beyond
agriculture, they aid in groundwater recharge and foster biodiversity, strengthening the region’s ecological balance.
• Better access to irrigation • Better land productivity and soil • Increase in level of ground water
facilities fertility and surface water level
• Increase in crop productivity • Increase in green cover and • Increase in livestock productivity
• Enhanced crop diversification biodiversity and product yield
• Increased area under irrigation • Increase in water storage and • Increase in income and savings of
conservation the household
Impact
19%
Savings
19%
Investment in additional
56%
Social & family functions
10%
Better food & household
income generation activities consumption
63%
Child education
60%
Family health &
31%
Purchase of household
well-being assets
68%
Ability to take up water-
93%
Ability to take-up crops
19%
52%
Up to 20%
intensive crop in multiple seasons
21% to 40%
41% to 60%
87%
Increase in variety of
28%
Increase in household
61% to 80%
More than 81%
crops in same season consumption of crops
21%
3% 17%
Before After
Spices 13% 16%
Experienced personal Improved inter-personal Oilseeds 54% 57%
development relations
Flowers 3% 2%
31% 95%
Fruits 4% 9%
Vegetables 37% 49%
Mental well-being Physical well-being Commercial 21% 22%
Pulses 54% 56%
52%
Material well-being
Cereals 100% 100%
Ponds provide vital habitats for diverse aquatic species, supporting biodiversity and maintaining ecological balance.
Our pond rejuvenation efforts have also led to a notable increase in green cover, improved groundwater levels,
reduced soil erosion and sedimentation, and enhanced the local microclimate.
• Increase in birds and insects • Increase in terrestrial animals • Increase in green cover
• Increase in riverine/aquatic • Increase in types of flowers • Increase in tree/plant species
animals
Impact
Water body 50
Farm pond 31
Nominal increase
Substantial increase Dug well 55
Minimal increase
Borewell 81
58%
Sustained water supply throughout the year reaped multiple benefits for farmers
18%
Farmers took up cropping
44%
Families stopped
66%
Households increased
in lean season migration area under irrigation
66%
Farmers enjoyed reduced
43%
Enjoyed higher cost-
65%
Experienced an increase
cost of irrigation efficiency on irrigation of up to ` 50,000 on
income
38%
Improved aesthetic
17%
Improvement in
46%
Improvement in fertility
93%
Increase in groundwater
beauty micro-climatic condition and quality of soil level
9%
Water conservation
9%
Resilience to water
91%
Increase in level of
logging/floods during rain surface water sources
39%
Increase in birds and
72%
Increase in livestock
31%
Increase in types of
91%
Increase in tree/plant
insects flowers species
15%
Increase in riverine/
50%
Increase in terrestrial
90%
Increase in green cover
aquatic animals animals
10-20%
Reduction in weight of pre-forms translates to
reduction in material consumption and lower
energy requirements, contributing to a long- Weight reduction of pre-forms (Grams) in packs of
term impact on sustainability. 600 ml to 2.25 liters (2010-2024)
20-25%
Weight reduction of closures (Grams) in packs of
CSD/Juices/Waters (2010-2024)
* in selected products
* in selected products
30% r-PET
To be utilized in total PET
packaging by 2025
Plastic Recycling Initiatives taken and other waste materials into items like T-shirts and
bags. This collaboration strengthens our commitment to
Placed dustbins Enabled direct sustainable waste management and circular economy
on direct vending collection from solutions.
machines institutions
Impact
Spread awareness Collaborated with • Awareness created for 300+ Ragpickers in CY 2024
through government IDVB Recycling • 2,100+ General public sensitized through awareness
agencies Operations Pvt. Ltd. programs
for recycling of used
• Higher waste collection through incentives for
PET bottles
ragpickers
• Increased income for ragpickers by establishing
seamless connect with buyers requiring recyclable
Recycling plastic waste: Our progress waste
In CY 2024, we successfully recycled 88% of the total • Safe, clean and plastic-free environment
PET bottles consumed, exceeding the requirements
set by the Extended Producer Responsibility (EPR) VBL & GEM: Driving sustainability together
regulations of the CPCB. During the year, 206,682 MT
PET bottles were consumed, with 181,887 MT being Together with GEM, we have undertaken the following
recycled within the same period, reinforcing our initiatives to ensure sustained waste management:
commitment to sustainable waste management
• Direct waste collection: Waste was collected from
end users through reverse vending machines,
Plastic waste recycling
strategically placed dustbins, and direct pickups
88 from institutions such as hotels, banquet halls, and
86
80 exhibitions.
70 • Plastic waste disposal awareness campaign: We
66
engaged 2,900+ participants from Nagar Nigam,
sanitation staff, ragpickers, and their families across
Uttar Pradesh, Rajasthan, and Haryana. The campaign
included activities like the Swacchta Abhiyan,
informative talks, slogan-writing contests, displays,
distribution of recycled PET products, and creative
programs to promote responsible plastic disposal.
Progression in 2024
Generated ~79 Million Units of electricity through Planted ~128,000 tree saplings in 2024 vs
renewable sources – this is equivalent to annual power ~108,000 saplings in 2023
consumption of 14,000+* households
*As per company estimates *As per company estimates
3. Heat Recovery: Recovery of heat from hot 9. Automation for Resource Optimization: Using
compressed gases for water heating applications. automation and controls to optimize resource
consumption and minimize waste.
4. Syrup Transfer System: Recovery of treated hot
water from the three-stage syrup transfer Plate Heat 10. Steam Condensate Recovery: Installation of
Exchanger (PHE). Steam Operated Pump Traps (SOPT) to improve
steam condensate recovery across all units.
5. Power Savings in Beverage Filling: Beverage filling at
ambient temperatures, resulting in significant power 11. Direct Coupled High-Pressure Compressors:
savings in refrigeration. Implementation of direct-coupled high-
pressure compressors (eliminating the need for
6. Lighting Efficiency: Replacing CFL/FTL lamps with
gearboxes).
energy-efficient LED lamps.
12. Efficient Motor Technology: Adoption of IE5 15. Heat Recovery from Compressors: Recovery of heat
permanent magnet motors for improved energy from high-pressure air compressors and ammonia
efficiency. refrigeration compressors for energy savings.
13. Adiabatic Cooling: Installation of adiabatic cooling 16. De-superheater Installation: Use of de-superheaters
towers for more efficient temperature control. to enhance thermal management.
14. Boiler Efficiency Improvement: Enhanced 17. Optimization of Preform Blow Moulding: Installation
condensate recovery through the installation of Godrej Control Air-IFC to optimize high-
of SOPT and advanced technology equipment, pressure requirements for preform blow moulding
boosting boiler efficiency. machines and Cold CIP operations, eliminating heat
requirements during their operation.
NON-RENEWABLE SOURCES
65 79
52
58
18 21
SCOPE 1
DIRECT
SCOPE 3 SCOPE 3
INDIRECT INDIRECT
purchased employee
electricity, franchises
commuting
steam,
heating &
cooling for company
own use vehicles
business leased
travel assets
SCOPE 1 SCOPE 2
(Includes direct emissions from fuels and gases (Includes indirect emissions associated with
consumed by sources owned or controlled by VBL) purchase of electricity)
SCOPE 3 TOTAL
Note:
1. We have adopted the SBTi methodology for calculating GHG emissions starting from CY 2024. Consequently, the GHG emissions
for CY 2022 and CY 2023 have been restated using this approach.
2. The increase in GHG emissions is attributed to inorganic acquisitions in CY 2024.
Target
Increase in
Net Zero Renewable
Energy share:
by 2050 ~25% Renewable Energy
Mix by 2030
*Total plantation till date is ~377,000 negating the carbon emissions 9,400+ MT
Through these strategic actions, VBL aims to achieve a significant reduction in energy consumption while reinforcing
our commitment to sustainability and responsible resource management.
Global recognition
Through these strategic initiatives, we have established a clear roadmap for our long-term sustainability journey.
As part of this commitment, we have set ambitious Net-Zero targets, which have been officially validated by
the Science Based Targets initiative (SBTi). Our goal is to achieve net-zero greenhouse gas emissions across our
entire value chain by 2050.
Additionally, we are proud to have been recognized for our efforts in environmental stewardship, securing
a position on the prestigious CDP A List based on the 2024 CDP scores for Climate and Water Security.
This acknowledgment underscores our dedication to sustainable practices and our ongoing efforts to drive
meaningful change.
2,100+
our operations to curb emissions related to business
growth.
Knowledge Exchange, Training, and Awareness EV’s deployed for last-mile delivery.
Campaigns:
Promoting a culture of energy efficiency through Vending and Cooling:
employee training and awareness initiatives.
Since 2023, we have switched to efficient visi-coolers
Replacement of Outdated Equipment: using R290 refrigerant.
Upgrading old equipment with modern, energy-efficient Accelerating the deployment of energy-efficient visi-
technologies to enhance operational efficiency and coolers with inverter-based technology, better insulation,
reduce energy use. and green refrigerants.
Use of Renewable Energy (Scope 2: Emission Establishing tracking mechanisms to monitor and
Reduction Strategy) optimize cooler utilization.
To mitigate Scope 2 emissions, we are adopting a
Exploring and implementing renewable energy-based
combination of strategies that enhance the use of low-
visi-coolers.
carbon and non-carbon energy sources, including:
Installation of Renewable Energy Sources: We are Tree Plantation:
investing in solar panel installations and other renewable Planting saplings as a key climate mitigation strategy to
energy solutions across our sites to generate clean and reduce the carbon footprint.
sustainable energy.
Contributing to biodiversity, environmental resilience,
Power Purchase Agreements (PPAs) with Renewable and long-term sustainability.
Energy Providers: We are securing PPAs with renewable
energy suppliers through open-access arrangements,
ensuring a significant portion of our energy consumption
is derived from sustainable sources.
3,77,000
saplings planted since 2020
Health and
safety
90%+
Raw material
90%+
Capex
suppliers suppliers
PepsiCo India Concentrate PepsiCo has taken various initiatives on environment, social and
sustainable practices including:
• Reduction in energy consumption
• Reduction in water usage
• Developing rainwater harvesting pits and ponds
• Manure machine for recycling of food waste
Reliance Industries PET Resin As a part of the Net Zero and New Energy plans, Reliance has
Limited committed to establishing 20 GW of solar energy generation
capacity by 2025, which will be entirely consumed for our captive
needs of round-the-clock (RTC) power and intermittent energy
for Green Hydrogen.
DCM Shriram Sugar • Sets rotary dryer for bagasse drying, utilizing waste flue gas
from boilers. Fresh bagasse’s moisture content of 48% to 50%
is reduced to 12% with more efficient utilization of bagasse
biofuel. This is a unique, one-of-its-kind initiative to reduce fuel
consumption.
• Owns Bio-Lab which produces bio-fungicides and bio-
pesticides instead of chemical fungicides and pesticides used
by farmers for cane crop.
• Awarded Best Energy Efficient Plant in sugar sector by
Bureau of Energy Efficiency (BEE), for being the lowest power
consumption per ton cane.
Triveni Engineering Sugar Diverts B-category heavy molasses to distillery for ethanol
blending in petroleum products.
Tetra Pak Packaging material Procures 100% paper board from Forest Stewardship Council
certified supplier and 100% Aluminum foil from Aluminum
Stewardship Initiative member supplier.
Tasa Foods Fruit pulp Uses dried mango seeds as biofuel and decomposing fruit waste
into manure provided to farmers.
HUSKY Injection Packaging Lines • Supports use of bio-resins in hot runner applications.
Molding Systems SA Optimized hot runner systems to reliably run bio-resins and
accommodate challenges arising in production.
• Launched UltraMelt platform to lower the risk of melt
degradation, oxidation and discoloration; a highly effective
solution to meet processing needs of bio-resins consistently.
Future-ready Workforce
Shaping our Future TM
At Varun Beverages, our people are improving with every initiative we have
undertaken. We prioritized building a healthy, empowered, and future-ready
workforce through welfare programs, skill development, career growth
opportunities, and an inclusive culture. By investing in their well-being and
growth, we drive sustainable success for our organization and industry.
Integrating ESG with employee performance critical role employees play in advancing ESG objectives,
At VBL, ESG principles are not just values but are the Board has approved a policy to establish an ESG-
integral to our operations and decision-making. To align linked incentive framework. This policy applies to
our ESG goals with employee performance, we have all employees, including KMPs and Board members,
implemented a strategic framework that incorporates underscoring our focus on integrating sustainability into
sustainability into business practices. Recognizing the every aspect of our organization.
Identification of
ESG-related key
issues
ESG-linked
incentive
framework -
Performance-
based decision How it According due
on incentives, works? weightage to
achievement of
increments and
respective targets
growth
100% Others
Permanent workers
Nil Nil 9%
Female 3% Nil 3%
Continuous training and development
Others Nil Nil Nil
We invest in building a learning culture through robust
training programs. By upskilling and reskilling our
employees, we help them achieve career growth while Inclusion and diversity
positioning ourselves for accelerated business success.
Our commitment to diversity and inclusion is anchored
by ESG-linked targets, enhancing innovation and
Career development and training metrics creativity. We focus on hiring across genders and
differently-abled individuals, benefiting from diverse
CY 2023 CY 2024 perspectives and enriched experiences.
Employees covered for Career 100% 100%
development Targeting
(in manhours)
CY 2023 CY 2024
10%
Diversity mix by 2025
Health & Safety 217,102 238,813
Diversity CY 2023 CY 2024
Skill Upgradation 81,413 89,555
Permanent 5.4% 6.2%
Others (includes training related 244,240 268,664
to Environment and Governance) Other than permanent 7.3% 7.7%
Total 542,755 597,032 Overall 6.6% 7.2%
Total (A) No. (B) % (B/A) Total (A) No. (B) % (B/A)
Employees
Male 6,838 6,838 100% 6,260 6,260 100%
Female 627 627 100% 488 488 100%
Others 22 22 100% 14 14 100%
Total 7,487 7,487 100% 6,762 6,762 100%
Workers
Male 3,521 3,521 100% 3,175 3,175 100%
Female 33 33 100% 36 36 100%
Total 3,554 3,554 100% 3,211 3,211 100%
No. (B) % (B/A) No. (C) % (C/A) No. (B) % (B/A) No. (C) % (C/A)
Employees
Permanent
Male 6,838 0 0.00% 6,838 100.00% 6,260 0 0.00% 6,260 100.00%
Female 627 0 0.00% 627 100.00% 488 0 0.00% 488 100.00%
Other 22 0 0.00% 22 100.00% 14 0 0.00% 14 100.00%
Other than Permanent
Male 7,091 0 0.00% 7,091 100.00% 6,867 0 0.00% 6,867 100.00%
Female 250 0 0.00% 250 100.00% 146 0 0.00% 146 100.00%
Workers
Permanent
Male 3,521 0 0.00% 3,521 100.00% 3,175 0 0.00% 3,175 100.00%
Female 33 0 0.00% 33 100.00% 36 0 0.00% 36 100.00%
Other than Permanent
Male 10,249 5,670 55.32% 4,579 44.68% 9,006 4,956 55.03% 4,050 44.97%
Female 883 485 54.93% 385 45.07% 826 455 55.08% 371 44.92%
Other 26 0 0.00% 26 100.00% 0 0 0.00% 0 0.00%
(` in Million)
Male Female Others
Number Median Number Median Number Median
remuneration/ remuneration/ remuneration/
salary/wages of salary/wages salary/wages
respective category of respective of respective
category category
Board of Directors 3 67.18 - - 0 0
(BOD)
Key Managerial 2 11.79 - - 0 0
Personnel
Employees other 6,833 0.47 627 0.40 22 0.36
than BOD and KMP
Workers 3,521 0.33 33 0.26 0 0
Note: Since Independent Directors received no remuneration, except sitting fee for attending Board/Committee meetings, the
required details are not applicable. Further, for the purpose of calculation of median remuneration of KMP, remuneration paid to
Mr. Lalit Malik has not been considered due to cessation as KMP with effect from May 13, 2024.
Key enablers
•
An insurance policy is secured to cover gratuity
payments for employees.
Annual funding valuations by the insurance provider
100%
Of female employees are covered
ensure any deficits are addressed. under the maternity scheme.
Total number of employees that participated in training Average hours of training per employee
category-wise
CY 2024 11,041
CY 2023
CY 2022
9,973
8,636 53 54
Average female/ Average male
others training training hours
Average hours of training hours
CY 2024 54
CY 2023 54
CY 2022 57
DEI Commitments:
Employees and workers who have been provided training on human rights issues and policies of the entity
Category CY 2024 CY 2023
(Current Financial Year) (Previous Financial Year)
Total No. of Employees/ % Total No. of Employees/ %
(A) Workers Covered (B/A) (A) Workers Covered (B/A)
(B) (B)
Employees
Permanent 7,487 7,487 100% 6,762 3,111 46%
Other than Permanent 7,341 5,139 70% 7,013 3,013 43%
Total Employees 14,828 12,626 85% 13,775 6,124 44%
Workers
Permanent 3,554 3,554 100% 3,211 3,180 99%
Other than Permanent 11,158 7,253 65% 9,832 5,113 52%
Total Workers 14,712 10,807 73% 13,043 8,293 64%
Periodic inspections
Subjected to all
conducted by audit
industry-related
organization to
audits and surveys
meet international
Key to ensure 100%
standards
initiatives compliance
How do we do it
Work at height and general Safety interaction system Major achievements in safety
safety rules The Safety Management System • Conducted Leadership Workshop
The safety guidelines for working standard was successfully on Leading Safety Efforts for
at heights (1.8 meters or more) implemented with comprehensive Senior Leaders
are designed to mitigate potential training for nominated members
• Set up governance structure for
hazards. These include reporting from each plant. It establishes a
Steering Committee, Corporate
safety hazards, injuries, incidents, process for leadership engagement
Sub-Committees, and Plant APEX
emergency preparedness, handling with employees and contractors
Committees
hazardous materials and chemicals, on safety matters. Additionally, the
following special procedures, and schedule and frequency for safety • Ensured control measures
maintaining good housekeeping. discussions on the shop floor, along by implementing Incident
The system also addresses hazard with tracking and trend analysis of Management and Safety
identification, risk assessment, observations, were finalized. Interaction Systems
planning and preparation, use of
• Driving Work at Height and
protective equipment, training Employee passport
General Safety Rules for basic
and certification, inspections, and contractor safety
safety improvements at all plants
and compliance with specific management
requirements. The Employee Passport and • Implemented Employee Passport
Contractor Safety Management System to track and improve
Incident management system system helps track and ensure training needs for contractors and
To ensure an injury-free workplace, the completion of safety training employees
nominated members from each for contractors. This structured • Enabled structured approach for
plant undergo training in the approach aims to reduce risks reducing risks associated with
Incident Management System. associated with contractor safety. Contractor Safety Management
This system outlines injury types, It covers processes for contractor
a communication matrix for selection, contract preparation and • A Safety Perception Survey was
information sharing, incident award, orientation and training, work carried out among employees
investigation procedures, roles, and coordination, auditing, and contract and contractors, revealing that 24
timelines for resolving incidents. evaluation. out of 29 perceptions have shown
improvement.
Employees 2 1
Total Recordable work-related injuries
Workers 3 1
Employees 0 0
No. of fatalities
Workers 0 2
We have implemented a structured approach to minimize risks associated with contractor safety and ensure a
safe working environment, aligned with our ESG goals. This approach includes the careful selection of contractors,
preparation of contracts that outline safety performance expectations, awarding contracts after thorough due
diligence, providing orientation and training for contractor employees, overseeing contract work, and conducting
evaluations to ensure compliance and safety standards are met.
Key enablers
Responsible sourcing and manufacturing covers raw material sourcing, manufacturing process,
Ensuring quality during sourcing of raw materials and storage, shelf life, etc.
manufacturing of beverages is fundamental to our • Daily incorporation of food safety principles into
sustainability goals. Responsible sourcing through manufacturing processes across all manufacturing
PepsiCo approved suppliers, who successfully undergo sites
comprehensive screening and certification by PepsiCo, is
a key enabler in achieving this. • Regular Food Safety Audits by third party
• Regular internal Food Safety Audits
Constant efforts are also made towards enhancing
VBL’s food safety capability and improving processes Product labelling
and quality system across the supply chain. Risk-based
Labelling is an integral part of fostering consumer
controls systems also play a significant role in mitigating
awareness, building trust and loyalty amongst them,
potential hazards and risks in the manufacturing
and ensuring regulatory compliance for the Company.
and support processes and complying with our food
We strive to continually improve our labelling standards
management standards.
and provide clear and accurate information about the
product. We also aim to provide essential information
A promise for superior quality about the nutritional value of our product and look
Our promise for food safety and quality is fulfilled forward for more opportunities to educate our
through extensive measures taken by internal and customers, in collaboration with industry, governments,
external quality teams across all manufacturing and and other stakeholders.
logistics centers. These include:
• Maintenance of own food safety manufacturing PepsiCo’s Global Labelling Policy, FSSAI guidelines,
system at every site. This must conform to PepsiCo’s and other applicable laws and regulations for labelling
global standards and regulatory requirements in India within India are duly followed for all products at Varun
Beverages.
• Strict adherence to PepsiCo’s Global Food Safety
Policy within all VBL’s production facilities. The policy
Our products provide on the Our products include We provide the percentage
side or back of our packaging information on energy of the official Guideline Daily
nutrition information on the (as calories, kilocalories or Amounts, Daily Values or
amount of energy (as calories, kilojoules) per 100g/ml or equivalents for energy, total fat,
kilocalories or kilojoules), per serving. saturated fat, sodium/salt and
protein, carbohydrate, total total sugars on either the front,
sugars, total fat, saturated fat side or back of pack in countries
and sodium per 100g/ml or per where such values are available.
serving. Additionally, we will
include nutrition information for
nutrients for which a health or
nutrition claim is made.
PepsiCo’s
advertising
and marketing
strategy
Low Sugar (LS) Products LS/NS Volume Mix % No Sugar (NS) Products
CY 2024
Consolidated 53%
India 44%
South Africa
w.e.f. 27 Mar 2024 100%
DRC 100%
w.e.f. 31 Aug 2024
Sting Gatorade 7up Gatorade Pepsi
zero zero Black
Morocco 89%
Zimbabwe 65%
Zambia 29%
Best Corporate Governance Business Excellence Business Leader of the Year Business Brand Award
Practices - Varun Beverages (Corporate Governance) of Awards for Best Corporate for Best Corporate
Limited Award under Business The Year 2022 Award by Governance Practices (FMCG) Governance Practices - 2022
Brand Awards 2023 Prime Time Research Media - 2022
Pvt. Ltd.
Golden Peacock National CFI.CO (UK) for Best FMCG India Achievers’ Responsible Business
Quality Award - 2022 Corporate Governance (India) Award 2022 for Best Award for Best Corporate
2022 Corporate Governance Governance (FMCG) - 2022
PepsiCo’s Best Bottler in CFI.CO (UK for Best FMCG Golden Peacock Award for Award for Achievement
AMESA Sector for the Corporate Governance (India) Excellence in Corporate in Continuous
year 2021 - 2021 Governance - 2021 Improvement - 2021
Global Best PepsiCo’s Best Bottler PepsiCo’s Best Bottler PepsiCo’s Best Bottler
Employer - 2020 in AMESA Sector for the year of the year - 2019 of the year - 2014
2020
Rashmi Dhariwal
Independent Director M M C C M M L S F C
Sita Khosla
Independent Director M C L S F C
L Leadership S Strategic Planning I Industry G Global Business F Finance & Legal C Corporate Governance
Name Attendance
Code of Conduct, Insider Trading, FCPA, POSH, Anti-bribery, regulatory changes/updates, 100%
sustainability initiatives, review of policies, confirmation of statutory filings on time & other
important matters.
Nomination and Remuneration Committee • To identify opportunities and risks to the Company’s
operations, its reputation and its corporate
• Formulating the criteria for determining the
responsibility.
qualifications, positive attributes, and independence
This Policy includes, inter-alia, the criteria for This policy applies to all individuals, whether employed
determining qualifications, positive attributes, directly or indirectly, on various employment terms
independence of a Director, appointment and working at any VBL location. It addresses sexual
remuneration of Directors, KMPs, Senior Management harassment occurring both within and outside
Personnel and other employees of the Company. the company premises in connection with their
employment including during work-related travel or
stay arrangements provided by the company.
Officials are prohibited from giving or receiving bribes The Company has a robust Risk Management Policy
to any Government Officials or any other person or which identifies and evaluates business risks and
entity, including any person or entity in the private or opportunities. The Company recognizes that these
commercial sector, if the payment is intended to induce risks needs to be managed and mitigated to protect
the recipient to misuse his or her position and thereby the interest of the stakeholders and to achieve
give an unfair advantage to VBL. business objectives. The risk management framework
is aimed at effectively mitigating the Company’s
various business and operational risks through
strategic actions.
The Company has adopted a Vigil Mechanism/ This Policy deals with the retention and archival of
Whistle Blower Policy to provide a platform to the corporate records of the Company in compliance
Directors and Employees of the Company to raise with the provisions of Securities and Exchange
concerns regarding any irregularity, misconduct or Board of India (Listing Obligations and Disclosure
unethical matters/dealings within the Company. The Requirements) Regulations, 2015.
Policy provides for adequate safeguards against
victimization of Directors and Employees who avail
of the vigil mechanism and also provides a direct
access to the Vigilance Officer or the Chairperson of
the Audit, Risk Management and Ethics Committee, in
exceptional cases.
The Company recognizes the benefits of diversity perform its functions and give strategic guidance to
on the Board and believes that a diverse Board can the Company. The Company remains committed to
make significant contribution towards achievement of ensuring that a transparent nomination process is
Company’s strategic and commercial objectives more followed where appointments will be made on merits in
efficiently and effectively. The Company believes that order to strengthen the corporate governance, achieve
Board with diverse representation is better equipped business results, ensure sustainable development for
to leverage benefits emerging through members benefit of all stakeholders and enhance the reputation
with diverse thoughts, perspective, knowledge, of the Company.
experience and gender and is well equipped to
Aligned with industry best practices, our framework It’s noteworthy that our commitment to information
encompasses the intricate interplay of business security has resulted in zero complaints from external
processes, human resources, and technology. It entities, attesting to our proactive approach to
operates under the guidance of meticulous policies and safeguarding data privacy and cyber security. This
procedures, ensuring robust governance and adherence achievement is not only a testament to our dedication
to the highest standards in the industry. By integrating but also positions us as a leader in adopting industry-
industry best practices, we fortify our information best practices for securing sensitive information.
security framework, making it a dynamic and resilient
safeguard against evolving threats.
Implementer Implementer
Information, a precious asset for VBL, holds intrinsic to these objectives are conducted as necessary,
value, regardless of its origin or nature. The triad of reflecting our commitment to adaptability and
confidentiality, integrity, and availability forms the continuous improvement.
bedrock of trust and confidence, pivotal for both
our customers and the informed decision-making By adhering to international standards and maintaining a
process. In a steadfast commitment to safeguarding dynamic ISMS, we have not only secured our information
our information and information systems, we have but also aligned our information security practices
instituted an Information Security Management System with the strategic goals of the organization, fostering
(ISMS) in accordance with ISO/IEC 27001, meticulously a resilient and adaptive approach to safeguarding our
documented in our Information Security Manual. invaluable information assets.
The overarching objective of our ISMS is intricately When an individual violates the established rules and
aligned with the broader business objectives of the regulations, disciplinary action can be implemented to
organization. We ensure that our SMART (Specific, ensure accountability and maintain a productive and
Measurable, Achievable, Realistic, and Time-bound) ethical environment. The specific disciplinary actions at
objectives for ISMS are clearly defined, providing a VBL are determined based on the nature and severity of
roadmap for success. Regular reviews and adjustments the violation.
Imparting knowledge
with Shiksha Kendra
Vision Mission
We collaborated with Shishka
Kendra School, a social initiative To predominantly offer free To provide free access to medical
by the Delhi Public School healthcare support to the assistance i.e., access to medical
(Gurgaon) to impart education underprivileged and economically consultation, essential medicines,
to the underprivileged children. weaker sections of the society pathology and diagnostic tests
The objective of the initiative is by providing easy access to people in the community and
to help them become confident, to medical care. villages close to the plants, with an
knowledgeable and responsible aim to improve the overall health
citizens of India and fetch a index of the communities.
better standard of living for
themselves and their families. The
beneficiaries under this initiative
are entitled to avail the benefits
of DPS infrastructure and its other
resources including books, uniform
and transportation.
~34,000
Students availed free
education since 2003
Sponsored evening
schools at Delhi Public
Society for economically
weaker sections
3,40,000+ 11
Patients benefited in CY 2024 Operational clinics in India (6 in Uttar
Pradesh, 2 in Rajasthan and 1 each in
Madhya Pradesh, Punjab and Assam)
Unemployment of youth is a grave Its structured, sustainable and to become a leading skill
challenge that India faces, having scalable framework enables skill development center. The
far-reaching socio-economic impact. development and facilitates an initiative is aligned with center’s
Pravah Skill Development Centre, enriching learning experience mission to train maximum skilled
by upliftment of unemployed youth to the underprivileged youth. workforce to meet domestic
in the marginalized sections of the With an objective to bring them regional requirements of a
society, is an attempt to mitigate into mainstream, Pravah aspires growing economy.
this challenge.
Tally
The Tally ERP course is designed
to help students understand the
17,000+
Upliftment of Unemployed Youth
principles.
Our risk management process is operational across all Components of Risk Management
our functions (production and distribution), facilities
and countries we operate in. Early assessment of risk Framework
and their seamless management drives better decision- • Risk identification
making and fosters preventive measures for impact • Risk analysis
control, ensuring business continuity and sustained
• Measure and monitor risk
growth.
• Risk controls and mitigation
Develop a comprehensive reporting system to Systematically classify key risks and analyze their
proactively identify potential risks. root causes.
Gather insights from stakeholders, incorporating Align risk assessment targets with business
historical data and industry benchmarks. objectives, identifying potential opportunities and
threats.
Implement control measures to mitigate identified Continuously monitor risks and refine mitigation
risks effectively. strategies based on performance.
Establish clear action plans to address risks while Regularly update and share risk reports to ensure
optimizing resource allocation. transparency and informed decision-making.
Demand Risk The risk of slowdown in the Varun Beverages strategic approach to provide the right
Company’s target markets and brand featuring right products at the right price and through
adverse impact on its sales the right channels, has enabled the Company to grow
velocity caused by a cyclical consistently in its sales volumes. An extensive portfolio,
downturn. comprising a wide range of products, helps it to cater to
the varying tastes and preferences of diverse consumer
segments. Steady growth is also attributed to presence
in relatively underpenetrated markets with favorable
demographics, growing population, and advantageous
climate.
Business The Company relies on Varun Beverages has steadily strengthened its partnership
Agreement Risk strategic relationships and with PepsiCo over the past three decades, solidifying its
agreements with PepsiCo. market ties, expanding its territories and sub-territories,
Termination of agreements and diversifying its production and distribution capabilities
or less favorable renewal across a broader array of PepsiCo beverages. These factors,
terms could adversely affect along with the Company’s focus on adding multiple SKUs
profitability. into the portfolio and developing a stronger distribution
network, has helped it to win a larger market share for
PepsiCo, garnering its trust and continued patronage. The
bottling appointment and trademark license agreement
for India with PepsiCo India has been extended till April
30, 2039, from October 2, 2022, earlier, signifying strong
partnership, built on the foundation of mutual trust and
support. Collaborating as active development partners,
investing in joint projects and business planning on strategic
issues ensures a close and mutual beneficial relationship
between the Company and PepsiCo.
Regulatory Risk Regulatory risks to the Sustainability is at the core of all business decisions and
Company include new and operations within Varun Beverages. Along with PepsiCo,
evolving regulations on the Company takes proactive steps to collaborate with the
consumer health. Business government and other regulatory authorities to ensure clear
is also at the risk of understanding of the facts and prevent unfair singling out
adverse impact on account of its products. VBL, along with the NGO’s, communities it
of Company’s products being operates in, and other stakeholders, is continuously focused
targeted for discriminatory tax on establishing and implementing sustainability solutions
and packaging waste recovery. in the areas of environment, social and governance. Eco-
friendly manufacturing practices are consistently adhered to
and strong emphasis is placed on addressing issues related
to packaging waste recovery / recycling, water management
and greenhouse gases emissions. As a part of its
sustainability commitment and for phased implementation
of 100% recycling of used PET bottles, VBL has collaborated
with GEM Enviro Management Ltd. Measurement and
improvement in the Company’s carbon footprint and water
footprint assurance is further achieved through alliance
with Deutsch Quality Systems (India) Private Limited. The
Company also aligns with PepsiCo’s strategy of introducing
healthier and “zero sugar” variant of products, solidifying its
position as a responsible brand that cares for its consumers.
Business Business viability risk amounts VBL’s straightforward strategic approach and financial need
Viability Risk to the financial and/or ensures that any future acquisitions or partnerships comply
performance risk stemming with the Board’s acquisition guideline and bring value to
from Company’s inability to the Company. Performance of the newly acquired territories
integrate the operations of and business viability is ensured by the Company through
newly acquired territories concentrated efforts and initiatives. This includes significant
and sub-territories or derive financial investment and considerable time spent by the
potential operating and cost management to develop local market strategies that are
efficiencies from them. capable of mitigating possible cultural and language barriers
as well as incorporating existing business practices into new
activities.
Consumer Inability to adjust with the Close collaboration with PepsiCo enables the Company to
Preference Risk evolving consumer health regularly evaluate the evolving habits of its consumers and
trends and failure in clarifying align its product innovation with the changing demand,
misunderstandings about the therefore augmenting its range of products and remaining
health impacts of consuming relevant in the competitive business landscape. PepsiCo’s
soft drinks could harm new and healthy product plan with greater focus on zero /
demand. limited calorie content and sugar content also augurs well
for VBL.
Raw Material An interruption in the supply or A series of initiatives and programs are implemented at VBL
Risk significant increase in the price to optimize cost and operational efficiencies. Concentrated
of raw materials or packaging efforts, including backward integration and consolidated
materials may adversely procurement of raw materials, are constantly made to reduce
affect the Company’s business the cost of goods sold and increase the Company’s cash
prospects, results of operations flows. The Company also enjoys a good bargaining power
and financial condition. with its suppliers owing to its scale of operation, resulting
in better work-ing capital management. Other than this, the
Company is consistently committed to optimize its asset
management and utilization, leading to higher operating
efficiency and amortization of overheads costs on a wider
case. Innovative solutions further augment VBL’s process
efficiency ensuring consolidated operational data from
production, scheduled sourcing, and superior monitoring
of the supply of goods from manufacturers to the retail
point of sale.
Sustainable The cost of recyclable We are making substantial progress toward achieving our
packaging costs materials, such as recycled Mission 2025 commitment of 100% recycling rates. This
and market PET (rPET) and aluminum, includes efforts to increase the overall packaging collection
availability can affect packaging costs. rate, indicating a commitment to responsible waste
Increased prices may impact management. Additionally, we are focused on increasing the
our sustainability efforts, use of recycled PET in our PET bottle packs, emphasizing
especially if these materials a shift towards more sustainable packaging materials.
are essential for eco-friendly Our target is to achieve 30% usage of r-PET in our total
packaging. In areas with plastic consumption. We are working with GEM Enviro
high plastic consumption, Management Ltd for recycling plastic waste, conducting
inadequate collection and awareness programmes for communities, uplifting the lives
recycling infrastructure can be of ragpickers, etc.
a challenge. This may affect
our ability to source recycled
materials or manage our
packaging waste effectively.
Supply constraints or high
costs can pose challenges to
access to high quality recycled
materials (like rPET) at
reasonable prices
Carbon Climate change driven by Aligning our future business growth targets with our carbon
Footprint carbon emissions can disrupt footprint initiatives. Increasing sustainable packaging
Management ecosystems and threaten mix to reduce usage of future requirements. Engaging
biodiversity. Governments with stakeholders, including employees, suppliers, and
may use carbon footprint communities, is often a crucial part of successfully
assessments to set emission implementing carbon footprint commitments.
reduction targets, implement
We have set our target to achieve Net Zero by 2050 over
regulations, and incentivise
base year 2023 under our strategic sustainability approach.
greener practice. Changing
perceptions of community
about greenwashing.
Transition risks
Water availability Water availability challenges include To address water challenges, companies
droughts, which can lead to water can implement advanced water
scarcity and disrupt production management systems focused on
dependent on significant water usage. recycling and conservation to use water
Groundwater depletion also poses more efficiently. Additionally, investing
risks, particularly for sites reliant on in technologies that tap into alternative
it, potentially increasing water costs. water sources, such as desalination and
Additionally, floods caused by excessive rainwater harvesting, can further ensure
rainfall can damage infrastructure, sustainable water availability.
disrupt operations, and impact supply
chains.
Weather events The rising frequency and intensity of To mitigate risks, strengthen
cyclones and storms can disrupt supply infrastructure to endure extreme
chains, damage infrastructure and cause weather with resilient designs and
operational shutdowns. backup power systems. Additionally,
diversify supply chains to lessen
dependence on regions vulnerable to
extreme weather events.
Water sources Glacial melt can alter water availability, To address glacial melt, improve
impacting regions that rely on glacialfed water efficiency to reduce reliance
water sources. on glacialfed sources and implement
monitoring systems to anticipate and
adapt to changes in water availability.
Land degradation Desertification, leading to the loss of To mitigate the impact of desertification,
arable land, can disrupt agricultural companies can source raw materials
supply chains and drive up raw material from regions less vulnerable to it and
costs. invest in land restoration projects to
combat soil degradation, ensuring
continued agricultural productivity.
Engagement with
Tax Authorities
Tax technologies
Digital recording and reporting of all tax transactions is becoming a norm with the advancement in online
governance and tax technology. VBL has made adequate investments towards this to ensure accurate and faster
reporting.
Vendor Management Identification and System generated Sale GST portal reporting
recording in Invoices, E-invoices and
correct ledger E-way bills
Strong vendor Powerful SAP-based VBL SAP is integrated Filing of GST returns for
management process identification process with the E-invoicing all outward supplies basis
with robust KYC enabling issuance of PO portal and E-way bill system-generated sales
documentation & using correct HSN/SAC portal of the government register
verification of historical and tax code
compliances under GST
laws
Vendor mapping with System-based transaction System configuration This ensures that all
correct HSN/SAC identification by an restricts invoice gen- the recorded outward
code and GST rates internal team eration without an supplies get reported
E-invoice and E-way bill along with the correct tax
(as prescribed under the liability
GST laws)
Contribution to Exchequer
Tax Contribution
Corporate Tax
934.5 347.2 1,383.9 4,988.9 5,974.5
(Excluding Interest u/s 234A/234B/234C)
TDS on Employees
430.1 454.9 561.0 769.0 750.4
(As per Tax Audit Report)
TDS on Others
310.6 245.7 484.7 770.1 857.5
(As per Tax Audit Report)
TCS
2.6 29.6 72.2 118.1 130.0
(As per Tax Audit Report)
Note: For taxation purpose, FY refers to Financial Year defined as per the Income Tax Act, 1961 i.e. April 1 to March 31.
Environment
• Reduction in PET blowing pressure
• Implementation of post-blowing air recovery systems across all plants 0.25 kWh/case
• Assessment of steam traps and optimization of condensate return Electricity consumed
recovery in 2024
• Exploration of solar power adoption across all plants
1.81 Liters
• Installation of flow meters in key areas across all plants
• Installation of water recovery systems on the blender in all plants
• Optimization of CIP water usage Water consumed per liter of
• Implementation of cut-off switches for hand wash stations beverage production in 2024
• Partnership with regional recycling companies for the collection of used
PET bottles
Social
• Social media campaign for Women’s Month
• Launch of Reboost Pink in affiliation with Women’s Month gatherings 28%
• Collaborative initiatives with Bethany House to support women affected Diversity in CY 2024
by domestic violence
• Updated contractor management system
• Enhanced Permit to Work system with a special focus on improving
frontline awareness of risk mitigation
Environment
Social
• Promoting gender diversity by integrating women • Launched recruitment campaigns in rural areas to
into the workforce to foster inclusion within the create livelihood opportunities for local residents.
organization.
Training
Conducted various compliance training programs
Environment
• Installed a water treatment plant to minimize water • Participated in National Tree Planting Day in
wastage collaboration with NMB Bank and the City of Harare
• Set up solar power plants to reduce reliance on • Replaced diesel/petrol forklifts with electric vehicles
conventional energy sources (EVs)
• Lowered carbon emissions by reducing coal usage • Introduced EVs for last-mile delivery to further reduce
with lighter grammage per 8 oz environmental impact
Social
• Empowering marginalized women, including those • Supporting education for underprivileged students
from economically disadvantaged backgrounds, through sponsorship programs.
individuals with special needs, and war widows, by
• Contributing to community well-being by extending
providing sustainable livelihood opportunities.
aid and support during the Cholera outbreak.
Compliance Training
Varun Beverages Zimbabwe operates in full Conducted various compliance
compliance with applicable laws, policies, and training programs.
regulations.
Environment
• Established a 2MW solar power plant at the
manufacturing facility.
Social
• Promoting diversity and inclusion across our • Offering free medical checkups for the community.
workforce and supply chain.
• Contributing to the Birat Eye Clinic to support eye
• Committed to fair labor practices and prioritizing the care.
well-being of our employees.
• Constructing a temple in Ramgram, near
• Supporting education and community initiatives to Navalparasi, Nepal.
create a positive societal impact.
• Ensured employee engagement through various
• Undertaking CSR efforts in healthcare, community team-building programs.
development, and collaborations with local law
enforcement.
Environment
• Implemented initiatives like CIP conservation, RO
water recovery, and equipment optimization to
enhance water savings.
Social
• Collaborated with World Vision to implement various • Conducted multiple employee training and
CSR initiatives. recognition programs.
Environment
• Installed timers to automatically stop the ammonia • Launched the “Clean Green Sri Lanka” initiative to
compressor pump after use. tackle PET plastic waste by collecting and recycling
used plastic through dedicated collection bins.
• Replaced CFL and FTL lamps with energy-efficient
LED lighting.
Social
• Promoted paddy field cultivation to support farmers’
growth and uplift the community.
7%
Diversity in CY 2024
2024 2022
• Best Corporate Governance Practices • PepsiCo’s Best Bottler in the Africa-
Award, Pep+ Sustainability award, ABC Middle East-South Asia region
2024 Pep+ Climate Award • Golden Peacock National Quality
Award
• Golden Peacock award for
Excellence in Corporate
Governance
• CFI.CO (UK) for the 4th
Consecutive Year for Best FMCG
Corporate Governance (India)
2023 • Business Brand Award for Best
• PepsiCo’s ‘Better’ category award Award by Prime Time Research Corporate Governance Practices
for our sustainability endeavors Media Pvt. Ltd. • CNBC TV18 - Incredible Brands of
• PepsiCo’s International Bottler of the • Best Corporate Governance India Awards for Best Corporate
Year 2022 Practices - Varun Beverages Governance of the Year
Limited Award under Business
• PepsiCo’s Best Bottler in the Africa-
Brand Awards
Middle East-South Asia region
• Business Excellence (Corporate
Governance) of The Year 2022 2020 2019
• Winner of Best FMCG • Varun Beverages Limited –
Corporate Governance India Bottler of the Year 2019 by
2021 2020 awarded by Capital Finance PepsiCo in South Asia Region
• Winner of Best FMCG International (UK) • Winner of Best FMCG
Corporate Governance India • Winner of Bottler of the Year, Corporate Governance India
2021 awarded by Capital 2019 by PepsiCo in AMESA sector 2019 awarded by Capital
Finance International (UK) (third (Africa, Middle East and South Finance International (UK)
successive year) Asia) received in 2020 • Varun Beverages Limited –
Global Best Employer Award
*Mr. Ravi Jaipuria and Mr. Varun Jaipuria are Promoters of the Company.
GRI Index
GRI content index
Statement of use VBL has reported the information cited in this GRI content index for the period
January 1, 2024 to December 31, 2024 in accordance with the GRI Standards.
GRI 1 used GRI 1: Foundation 2021
2-4 Restatements of 36-37 About the ESG Report Page 72-73: The company
information adopted the SBTi methodology
for calculating GHG emissions
starting from CY 2024.
Consequently, the GHG
emissions for CY 2022 and
CY 2023 have been restated
using this approach.
2-15 Conflicts of interest 104-111 Embedding ESG in Our There have been no complaints
Corporate DNA of conflict of interest.
2-16 Communication of critical 104-111 Embedding ESG in Our The Vigil Mechanism
concerns Corporate DNA encourages directors and
employees to report genuine
concerns regarding unethical
behavior, fraud, leakage of
sensitive information, or policy
violations. The company
upholds the highest ethical and
legal standards and assures
protection to those reporting
misconduct. It also allows
access to the Chairperson of
the Audit and Risk Management
Committee in exceptional cases.
However, it doesn’t excuse
breaches of confidentiality or
false allegations.
Procurement
practices
Anti-corruption
GRI 205: Anti- 205-1 Operations assessed for 104-111 Embedding ESG in Our
corruption 2016 risks related to corruption Corporate DNA
Anti-competitive behavior
GRI 206: Anti- 206-1 Legal actions for anti- 104-111 Embedding ESG in Our
competitive competitive behavior, anti- Corporate DNA
Behavior 2016 trust, and monopoly practices
Tax
GRI 303: Water 303-1 Interactions with water 56-65 Water Conservation
and Effluents as a shared resource Rejuvenation of Water
2018 Bodies (RWB) - A New
Initiative Water Bodies:
Impact Assessment
Biodiversity
GRI 3: Material 3-3 Management of material 54-55 Committed to a Cleaner,
Topics 2021 topics Greener Tomorrow
60-65 Water Bodies: Impact
Assessment
Emissions
GRI 3: Material 3-3 Management of material 54-55 Committed to a Cleaner,
Topics 2021 topics Greener Tomorrow
72-77 Sustained Climate Action:
Reducing our Carbon
Footprint
Economic Overview & Outlook drinks market. The adoption of sustainable packaging
Indian Economy and the introduction of low-sugar and no-sugar variants
continue to align with evolving consumer preferences,
In 2024, India continued to demonstrate strong
creating a strong foundation for long-term growth.
economic performance, maintaining its position as one
of the world’s fastest-growing major economies. The
Improved infrastructure has enhanced cold storage
International Monetary Fund (IMF) maintained India’s
and distribution capabilities, which are essential for the
GDP growth forecast at 6.5% for both FY2026 and
beverage industry. The increasing deployment of Visi
FY2027, reflecting confidence in the nation’s economic
Coolers in under-penetrated regions has played a key
trajectory. This stable outlook is supported by strong
role in improving product availability and market reach.
private consumption, particularly in rural areas, and
These advancements have facilitated access to chilled
substantial public infrastructure investments.
beverages in emerging markets, driving consumption
Despite global economic challenges, including and positioning the industry to tap into new growth
geopolitical tensions and inflationary pressures, India’s opportunities.
economic outlook remains positive. India is poised to
sustain its growth trajectory, supported by structural Soft Drinks – Key Growth Drivers and
reforms and advancements in technology. While certain Opportunities
sectors face hurdles such as high inflation and slowing
The soft drinks market in India is poised for substantial
consumption, these challenges create opportunities for
growth, driven by several key factors:
policy interventions to stimulate demand and ensure
inclusive growth. The government’s proactive measures Urban Growth and Increasing Spending Power: Rapid
in fiscal policy and infrastructure development are urbanization and a growing middle class have driven
expected to mitigate these issues, fostering a resilient higher consumption of convenience foods and beverages,
and dynamic economic environment. including soft drinks. With higher disposable incomes,
Source: IMF – World Economic Outlook consumers are increasingly spending on-the-go beverage
options, enhancing demand for a diverse range of
Soft Drinks Market Overview & Outlook products. Additionally, growing participation of women
joining the workforce is contributing to higher household
The Indian soft drinks industry navigated a challenging
incomes, further enhancing consumer spending capacity.
landscape in 2024. Despite being a traditionally high-
growth market driven by increasing urbanization, a
Youth Demographic: India’s large young population is
growing middle class, and evolving consumer preferences,
a significant driver of demand for trendy and innovative
demand remained subdued due to unexpected
beverages. Young consumers are more inclined to
weather patterns and weakened consumption trends.
The unseasonal rains in several parts of the country experiment with new flavors, limited-edition variants, and
significantly impacted sales, particularly during the peak international brands, making this demographic critical for
summer months, a critical period for the sector. industry growth.
On the supply side, while the industry displayed resilience Unlocking Growth in Rural India: Rural India presents
with robust distribution networks and innovative product significant opportunities for growth, offering a vast,
launches, the benefits were limited by the macroeconomic untapped market. Strengthening last-mile distribution
environment. Brands attempted to mitigate challenges networks, introducing smaller and more affordable
by offering value-for-money packs, introducing new SKUs, and launching localized marketing campaigns are
flavors, and leveraging digital platforms for marketing. strategies that can drive deeper penetration and unlock
However, these efforts could not fully offset the dip in new growth avenues. Additionally, expanding chilling
overall volumes. infrastructure, such as Visi Coolers, to underserved
locations remains crucial. Improved access to cold
Looking ahead, the industry remains cautiously optimistic. storage ensures better availability of chilled beverages,
The upcoming summer season, coupled with strategic enabling brands to cater effectively to consumer
marketing campaigns and an expanding portfolio of demand in rural and remote areas while driving
products, is expected to drive growth in the Indian soft consistent growth.
Location: India’s diverse climatic conditions, with a that spans over three decades since PepsiCo’s entry into
significant portion of the population living in regions the Indian market. The Company accounts for more than
characterized by hot, dry, or moderate weather, create 90% of PepsiCo’s sales volumes in India, highlighting
a natural demand for refreshing beverages. The rising the significance of this collaboration. Leveraging an
temperatures and prolonged summer seasons in many extensive manufacturing infrastructure and a well-
parts of the country are expected to drive higher established distribution network, VBL produces, markets,
consumption of soft drinks. and distributes a diverse range of PepsiCo products,
including carbonated soft drinks, carbonated juice-based
Innovative Products: Indian market has a large young beverages, juice-based beverages, energy drinks, sports
population that has been driving the demand for new drinks, and packaged drinking water.
and unique flavors. To meet this trend, the industry is
continuously focusing on expanding its product offerings The portfolio of PepsiCo CSD brands produced and sold
and introducing innovative options, such as new and by VBL include Pepsi, Pepsi Zero, Mountain Dew, Sting,
creative flavors and packaging solutions. Seven-Up, Mirinda, Seven-Up Nimbooz Masala Soda
and Evervess. PepsiCo NCB brands produced and sold
Health Trends Shaping Demand: The growing focus by the Company include Slice, Tropicana Juices (100%
on health is driving demand for low-sugar, zero-calorie, and Delight), Seven-Up Nimbooz, Gatorade as well as
and functional beverages enriched with vitamins and packaged drinking water under the brand Aquafina.
probiotics. Brands are innovating with organic and
natural ingredient-based drinks to cater to these evolving The Company has built a strong sales team that
consumer preferences. collaborate closely with PepsiCo on local advertising
and marketing campaigns. Additionally, the Company
Business Overview – A Key Player in the
has also been granted franchise rights for several
Beverage Industry
PepsiCo products in India’s 26 States and 6 Union
VBL’s Presence
Territories, as well as Nepal, Sri Lanka, Morocco, Zambia,
Varun Beverages Limited (“VBL” or the “Company”) is a Zimbabwe, South Africa, Lesotho, Eswatini & DRC and
key player in India’s beverage industry and the second distribution rights for Namibia, Botswana, Mozambique
largest franchisee of PepsiCo in the world (outside US) with and Madagascar.
operations spanning across 10 countries with franchise
rights and additional 4 countries with distribution rights. The partnership has expanded into new avenues with the
India is the largest market and contributed ~72% of growing snacks business, further strengthening VBL’s
revenues from operations (net) in Fiscal 2024. role within PepsiCo’s ecosystem. The exclusive rights to
manufacture and distribute PepsiCo snack brands, such
Symbiotic Relationship with PepsiCo as Cheetos in Morocco, Zimbabwe, and Zambia, mark a
VBL continues to enjoy a longstanding, collaborative, and significant step in enriching VBL’s portfolio and leveraging
highly synergistic partnership with PepsiCo, a relationship synergies with its existing infrastructure.
Sub-division/split of existing equity shares of the Furing the year under review, the Board of Directors
Company: in their meeting held on July 30, 2024 declared an
The Company on September 12, 2024 (“Record interim dividend of ` 1.25 per Equity Share (face
Date”), sub-divided/split of existing Equity Shares of value of ` 5/- per Equity Share) to the eligible equity
the Company from 1 (one) equity share having face shareholders of the Company. Further, the Board of
value of ` 5 each, fully paid-up, into such number Directors have also recommended a final dividend
of equity shares having face value of ` 2 each fully of ` 0.50 per Equity Share (face value of ` 2/- per
paid-up Equity Share) for the Current Year 2024.
Financial Summary
P&L
3. Profit before share of loss of associate and joint venture (1-2) 34,345.67 27,398.39 25.4%
Balance Sheet
Particulars (` in Million) 31-Dec-24 31-Dec-23 Particulars (` in Million) 31-Dec-24 31-Dec-23
Equity and liabilities Assets
Equity Non-current assets
(a) Equity share capital 6,763.02 6,496.07 (a) Property, plant and equipment 106,225.51 68,031.32
(b) Other equity 159,335.27 62,868.91 (b) Capital work in progress 11,623.43 19,222.22
(c) Non-controlling interest 1,298.07 1,481.55 (c) Right of Use of Assets 13,631.22 10,347.07
iii. Other financial liabilities 7,043.41 7,638.39 iii. Other bank balances 1,837.71 2,176.50
(b) Other current liabilities 4,916.55 4,650.93 iv. Others 8,356.16 7,388.23
(c) Provisions 739.00 825.43 (c) Current tax assets (Net) 48.72 3.11
(d) Current tax liability (Net) 656.23 390.02 (d) Other current assets 9,363.56 5,267.16
Total current liabilities 45,244.25 41,532.12 Total current assets 78,639.74 42,356.30
Total equity and liabilities 231,439.10 151,871.83 Total assets 231,439.10 151,871.83
Sales Volume
Total Sales Volumes (Mn Cases*)
821
737
653
454
404
337 303
149 176
89 88 115
*A unit case is equal to 5.678 liters of beverage divided in 24 bottles of ~ 237 ml each
Varun Beverages reports its financials on a calendar yearly of the Congo (DRC). PAT saw a notable increase of 25.3%,
basis. Given that the soft drinks business is in season, with reaching ` 26,342.8 Million in CY 2024, compared to
the bulk of sales occurring during the summer season, it ` 21,018.1 Million in CY 2023, driven by volume growth and
is best to track the Company’s performance on an annual improved margins.
basis. Revenues and profits follow a bell-curve with a
significant portion accruing in the April-June quarter. As of the end of CY 2024, the company’s net capital
expenditure stood at approximately ` 45,000 Million,
In CY 2024, VBL delivered a robust performance, driven by
with ` 24,000 Million spent in CY 2023. Of the total capex,
a combination of organic volume expansion, an improved
` 32,000 Million was allocated for the establishment
product mix, and contributions from recent acquisitions.
Consolidated sales volume increased by 23.2%, while the of four greenfield production facilities, distributed as
net realization per case rose by 1.3%, leading to revenue follows: Supa (Maharashtra) ~` 10,000 Million, Gorakhpur
growth of 24.7% and PAT growth of 25.3%. (Uttar Pradesh) ~` 11,000 Million, Khordha (Odisha)
~` 5,000 Million, and DRC ~` 6,000 Million. An additional
Net revenue from operations reached ` 200,076.5 Million
` 8,000 Million was invested in international markets,
in CY 2024, surpassing ` 160,425.8 Million recorded
including backward integration. The remaining capex
in CY 2023. Total sales volumes for CY 2024 stood at
was for future years, including visi-coolers, glass bottles,
1,124.4 Million cases, up from 912.9 Million cases in the
previous year. The company registered double-digit pallets, vehicles, etc.
growth in both Indian and international operations, with Investments made over the past two years have
India growing by 11.4% and consolidated volumes rising by significantly expanded production capacity in India, the
23.2%. However, organic volume growth in international
annual production capacity in India increased during the
markets stood at 6.3%, impacted by the transition to a
season of CY 2024 by ~45% over the capacity of season
zero-sugar portfolio following the implementation of a
CY 2022. This expansion strengthens the company’s
sugar tax in Zimbabwe. In CY 2024, CSD accounted for
74.2% of total sales volumes, JBD at 6.2%, and Packaged ability to meet growing demand and drive future growth.
Drinking Water at 19.6%. Realization per case increased As of December 31, 2024, capital work-in-progress
by 1.3% to ` 177.9 for the year. (CWIP) and capital advances stood at approximately
During the fiscal year, gross margins improved by ` 16,500 Million, primarily for new greenfield facilities in
165 basis points to 55.5%, compared to 53.8% in the Prayagraj, Damtal, Buxar, and Meghalaya. An estimated
previous year. This expansion was primarily driven by ` 16,000 Million in additional capital expenditure is
the strategic procurement and storage of PET chips to required, with the balance earmarked for the following
avail price benefits, along with efforts to reduce sugar year. This includes investments in the snacks segment in
content and increased backward integration. As a result, international markets and brownfield expansions in India
EBITDA increased by 30.5% to ` 47,110.7 Million, with (Sricity), rPET facilities in India and expansion in DRC.
EBITDA margins improving by 105 basis points to 23.5%
in CY 2024. However, this was partially offset by the During the year, VBL became net debt-free following the
consolidation of the South African market and the fixed repayment of loans using proceeds from the QIP issue.
costs associated with new capital expenditures, which While the company’s financial position has strengthened,
are yet to be fully utilized. efforts to enhance operational efficiencies remain
Depreciation recorded a 39.1% increase in CY 2024, ongoing. Despite inorganic expansion into new markets,
while finance costs rose by 68.0%, primarily due to the including South Africa and DRC, working capital days
acquisition of BevCo and the establishment of four new improved to approximately 31 days as of December 31,
production facilities in India and the Democratic Republic 2024, compared to 34 days in the previous year.
VBL is well-positioned to sustain its growth trajectory, provides the Company with new opportunities to
driven by its comprehensive business model, robust drive long-term growth and solidify its position in key
operational infrastructure, and strategic alignment international markets.
with PepsiCo. The Company’s end-to-end execution
capabilities, from manufacturing to distribution, ensure In India, VBL is well-placed to leverage favorable
seamless operations across diverse and complex markets. demographic trends and the growing spending power of its
VBL continues to enhance its portfolio with innovative expanding middle class. Investments in infrastructure, such
product offerings and localized strategies, enabling it as Visi Coolers in under-penetrated rural regions, enhance
to address evolving consumer preferences and capture the Company’s ability to reach a broader consumer base
emerging demand across its licensed territories. and ensure consistent product availability. Additionally,
VBL’s focus on backward integration, centralized sourcing,
The Company’s recent expansion into international and sustainability initiatives ensures operational excellence
markets, including the integration of The The Beverage and cost efficiencies. Complemented by the growing
Company Proprietary Limited (BevCo) in South Africa snacks business under exclusive PepsiCo partnerships,
and acquisitions in Tanzania and Ghana, has further VBL is poised to deliver sustainable value to stakeholders
strengthened its global footprint. These developments and capitalize on growth opportunities in both domestic
underscore VBL’s commitment to broadening its and international markets.
footprint and the expansion into African territories
1. Demand Risk A cyclical downturn can Over the years, the Company has demonstrated its ability to drive
result in a slowdown in the significant growth in sales volumes by focusing on delivering
Company’s target markets, the right brand, the right price, the right product, and the right
affecting its sales velocity. channel. Additionally, the business operates in relatively under-
penetrated markets with favorable demographics, climatic
conditions and a growing population, indicating steady demand
growth. Further, its wide range of product portfolio enables it to
cater to diverse consumer segments.
2. Business Agreement The Company relies on Over the past thirty years, the Company has nurtured a strong
Risk strategic relationships and partnership with PepsiCo, expanding market ties by venturing
agreements with PepsiCo. into new territories and sub-territories. This partnership
Termination of agreements involves an expanded production and distribution of a wider
or less favorable renewal array of PepsiCo beverages, integrating multiple SKUs into
terms could adversely our portfolio, and broadening our distribution network. The
affect profitability. business has demonstrated its effectiveness in significantly
boosting PepsiCo’s market share, establishing itself as a
reliable partner. The collaborative relationship is symbiotic,
with both entities actively engaged as development partners.
Together, they invest in joint projects and business planning,
with a primary focus on strategic issues. Notably, the bottling
appointment and trademark license agreement for India with
PepsiCo India, initially set to expire on October 2, 2022, has
been extended until April 30, 2039, further strengthening this
enduring partnership.
3. Regulatory Risk Regulations regarding The Company proactively works with PepsiCo, the
consumer health and the Government and the regulatory authorities to ensure that
risk of the Company’s the facts are clearly understood and that its products are not
products being signed out unfairly targeted. VBL adheres to sustainable manufacturing
for discriminatory tax and practices and emphasizes on environmental issues related to
packaging waste recovery packaging waste recovery / recycling, water management
may adversely impact and greenhouse gas emissions. It consistently engages with
business. stakeholders to develop sustainability solutions that prioritize
environmental protection, including partnerships with NGOs
and the communities in which it operates. PepsiCo’s strategy
of introducing healthier and zero sugar variant products also
bodes well for the Company’s future. The Company has initiated
various sustainability initiatives such as the engagement of
GEM Enviro Management Ltd. for phased implementation
of 100% recycling of used PET bottles and partnering with
Deutsch Quality Systems (India) Private Limited for water
footprint assurance and, for measurement and improvement of
Company’s carbon footprint.
4. Business Viability The inability to integrate VBL’s transparent strategy and financial planning ensure
Risk the operations or leverage that any future acquisitions or collaborations are not only
potential operating and valuable but also align with the Board’s acquisition guidelines.
cost efficiencies from the The company dedicates substantial management time and
newly acquired territories financial resources to secure the success of newly acquired
and sub-territories may endeavors. This includes developing local market strategies,
adversely affect the addressing potential cultural and language barriers, and
Company’s business integrating business practices to ensure the overall viability
and future financial of the business.
performance.
5. Consumer Failure to adapt to To stay relevant, VBL’s sales team works closely with PepsiCo
Preference Risk changing consumer to evaluate evolving consumer habits and consistently focuses
health trends and address on product innovation and expanding the product range.
misconceptions about Furthermore, PepsiCo’s new product plan places greater
the health effects of soft emphasis on healthier products with zero / limited calorie and
drink consumption may sugar content.
adversely affect demand.
6. Raw Material Risk An interruption in the An integral part of VBL’s strategy is to maximize cost efficiencies,
supply or significant the active reduction of cost of goods sold, minimizing
increase in the price of raw operating expenses and increasing cash flows. To achieve these
materials or packaging objectives, the business has undertaken significant programs,
materials may adversely including backward integration and consolidated sourcing of
affect the Company’s materials. Leveraging its scale of operations, VBL negotiates
business prospects, results with suppliers to enhance bargaining power, resulting in
of operations and financial improved working capital management. The Company is
condition. dedicated to optimizing its assets to achieve higher operating
efficiency and to amortize overheads costs across a wider
case range. Additionally, VBL continues to invest in innovative
solutions to enhance operational efficiencies and streamline
work processes. These efforts include, ensuring consolidated
operational data from production, scheduled sourcing, and
superior monitoring of the supply of goods from manufacturers
to the retail point of sale.
Board’s Report
Dear Members,
Your Directors have pleasure in presenting the 30th (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:
(` in Million)
Particulars Standalone Consolidated
Financial Financial Financial Financial
Year ended Year ended Year ended Year ended
December 31, 2024 December 31, 2023 December 31, 2024 December 31, 2023
Total Revenue 147,025.35 127,789.68 206,025.96 164,004.22
Total Expenses 116,325.96 104,108.05 171,680.29 136,605.83
Profit before tax after 30,699.39 23,681.63 34,330.89 27,393.60
exceptional items
Less: Tax Expenses 7,495.75 5,930.37 7,988.04 6,375.47
Profit after tax 23,203.64 17,751.26 25,946.33* 20,559.22*
Balance brought forward 64,261.97 25,101.68 62,868.91 27,398.84
from last year
Balance carried over to 60,721.86 40,558.71 68,582.05 45,663.50
Balance Sheet
General Reserve 444.26 444.26 444.26 444.26
Other Reserves 97,657.91 23,259.02 90,308.95 16,761.15
Reserves & Surplus carried 158,824.03 64,261.97 159,335.27 62,868.91
to Balance Sheet
Consolidated Financial Statements International Geographies) with more than 2,600 owned
The Consolidated Financial Statements of your Company vehicles, more than 2,800 primary distributors and more
for the Financial Year 2024 are prepared in compliance than 130 depots. The Company continues to create long-
with the applicable provisions of the Companies Act, term value through different facets of its business and
2013 (‘the Act’), Indian Accounting Standards (‘Ind AS’) improve its presence, product mix and utilisation levels.
and the Securities and Exchange Board of India (Listing With an increasing penetration on the back of a robust
Obligations and Disclosure Requirements) Regulations, distribution network and diversifying product portfolio,
2015 [‘SEBI (LODR) Regulations’] which shall also be the Company has created a sustainable operating
provided to the Members in their forthcoming Annual efficiency at its manufacturing facilities.
General Meeting (‘AGM’).
Key Developments
State of the Company’s Affairs
On March 26, 2024, your Company consummated the
Your Company has presence in 26 States and 6 Union
acquisition of The Beverage Company Proprietary Limited,
Territories in India as well as in 9 other countries
South Africa along-with its wholly-owned subsidiaries
through franchise rights (viz. Nepal, Sri Lanka, Morocco,
Zambia, Zimbabwe, Democratic Republic of Congo, (‘BevCo’). Accordingly, Bevco became the subsidiary of
South Africa, Lesotho & Eswatini). Additionally, the the Company. This acquisition allowed the Company to
Company holds distribution rights in 4 countries (viz. consolidate its presence in franchised territories in South
Namibia, Botswana, Mozambique and Madagascar). Africa, Lesotho, and Eswatini, as well as territories with
As of December 31, 2024, the Company has 48 state- distribution rights in Namibia, Botswana, Mozambique,
of-the-art manufacturing facilities (36 in India and 12 in and Madagascar.
Qualified Institutions Placement (QIP) 132,743,362 Equity Shares of face value of ` 2/- each to
During the year under review, in compliance with the the eligible Qualified Institutional Buyers at an issue price
provisions of SEBI (Issue of Capital and Disclosure of ` 565/- per Equity Share i.e. at a premium of ` 563/- per
Requirements) Regulations, 2018, SEBI (LODR) Equity Share aggregating to ` 7,500 crore. Brief summary
Regulations and Sections 42 & 62 of the Act and Rules of utilization of funds are as follows:
made thereunder, your Company has issued and allotted
Since all transactions which were entered into during the Joint Venture
Financial Year 2024 were on arm’s length basis and in the • IDVB Recycling Operations Private Limited
ordinary course of business and there was no material
related party transaction entered by the Company To comply with the provisions of Section 129 of the Act, a
during the Financial Year 2024 as per Policy on Related separate statement containing salient features of Financial
Party Transactions, hence no detail is required to be Statements of Subsidiaries, Associates and Joint Venture
provided in Form AOC-2 prescribed under Clause (h) of of your Company (including their performance and
Sub-section (3) of Section 134 of the Act and Rule 8(2) of financial position) in prescribed Form AOC-1 forms part
the Companies (Accounts) Rules, 2014. of Consolidated Financial Statements and therefore not
repeated here to avoid duplication. Further, contribution
Particulars of Loans, Guarantees or Investments of Subsidiaries, Associates and Joint Venture to the
Details of Loans, Guarantees or Investments covered overall performance of your Company is outlined in Note
under the provisions of Section 186 of the Act are given in No. 58 of the Consolidated Financial Statements.
the Notes to the Standalone Financial Statements.
Financial Statements of the aforesaid Subsidiaries,
Subsidiaries, Associates and Joint Ventures Associates and Joint Venture companies are kept open
for inspection by the Members at the Registered Office
Your Company has following Subsidiaries, Associates and
of your Company on all days except Saturday, Sunday
Joint Venture:
and Public Holiday up to the date of AGM i.e. April 3,
Subsidiaries 2025 between 11:00 a.m. to 5:00 p.m. as required under
• Varun Beverages (Nepal) Private Limited; Section 136 of the Act. Any Member desirous of obtaining
a copy of the said Financial Statements may write to the
• Varun Beverages Lanka (Private) Limited;
Company at its Registered Office or Corporate Office.
- O
le Springs Bottlers (Private) Limited The Financial Statements including the Consolidated
(step-down subsidiary); Financial Statements and all other documents required
to be attached with this Report have been uploaded on conditions specified in the Act read with Rules made
website of the Company at https://varunbeverages.com/ thereunder and SEBI (LODR) Regulations and are eligible
annual-reports/ & independent of the management.
To comply with the provisions of Regulation 16(c) None of the Directors of the Company are disqualified as
of SEBI (LODR) Regulations, the Board of Directors per the provisions of Section 164 of the Act. The Directors
of the Company have approved and adopted a of the Company have made necessary disclosures under
Policy for determination of Material Subsidiary and Section 184 and other relevant provisions of the Act.
Governance of Subsidiaries and as on December 31,
2024, none of the subsidiary was a material subsidiary Brief resume and other details of the Directors being
of the Company in terms of the said Policy. Policy for appointed/re-appointed at the ensuing AGM as stipulated
determination of Material Subsidiary and Governance of under Secretarial Standard-2 issued by the Institute of
Subsidiaries is uploaded on website of the Company at Company Secretaries of India and Regulation 36 of the
https://www.varunbeverages.com/policies/policy-on- SEBI (LODR) Regulations, are separately disclosed in the
material-subsidiary-VBL.pdf Notice of ensuing AGM.
Board and Committees of the Board The Statutory Auditors’ Report for the Financial Year
The number of meetings of the Board and various 2024 does not contain any qualification, reservation or
Committees of the Board including composition are set adverse remark and forms part of the Annual Report. The
out in the Corporate Governance Report which forms part Statutory Auditors have not reported any fraud under
of this report. The intervening gap between the meetings Section 143(12) of the Act.
was within the period prescribed under the provisions of
Section 173 of the Act and SEBI (LODR) Regulations. Cost Audit
In terms of Section 148 of the Act and the Companies
Remuneration Policy (Cost Records and Audit) Rules, 2014, Cost Audit is not
To comply with the provisions of Section 178 of the Act applicable on the Company for the Financial Year 2024.
and Rules made thereunder and Regulation 19 of SEBI
(LODR) Regulations, the Company’s Remuneration Policy Disclosure under Sexual Harassment of Women
for Directors, Key Managerial Personnel (KMP), Senior at Workplace (Prevention, Prohibition and
Management and other Employees of the Company is Redressal) Act, 2013
uploaded on website of the Company at https://www. To comply with the provisions of Section 134 of the Act
varunbeverages.com/wp-content/uploads/2023/03/12- and Rules made thereunder, your Company has complied
Remuneration-Policy.pdf. The Policy includes, inter-alia, with the provisions relating to constitution of Internal
the criteria for determining qualifications, positive Complaints Committee under the Sexual Harassment
attributes, independence of a Director, appointment and of Women at Workplace (Prevention, Prohibition and
remuneration of Directors, KMPs, Senior Management Redressal) Act, 2013.
Personnel and other employees of the Company.
During the year under review, no complaint was received
under the Sexual Harassment of Women at Workplace
Remuneration of Directors, Key Managerial
(Prevention, Prohibition and Redressal) Act, 2013.
Personnel and Particulars of Employees
The statement of remuneration under Section 197 of the Vigil Mechanism / Whistle Blower Policy
Act read with Rule 5(1) of the Companies (Appointment
Pursuant to the provisions of Section 177 of the Act and
and Remuneration of Managerial Personnel) Rules, 2014,
Regulation 22 of SEBI (LODR) Regulations, the Company
is attached to this report as Annexure – A.
has adopted a Vigil Mechanism/Whistle Blower Policy to
provide a platform to the Directors and Employees of the
Further, as per second proviso to Section 136(1) of the Act
Company to raise concerns regarding any irregularity,
read with Rule 5 of the aforesaid Rules, the Board’s Report
misconduct or unethical matters/dealings within the
and Financial Statements are being sent to the Members
Company. The same is detailed in the Corporate
of the Company excluding the statement of particulars of
Governance Report which forms part of this report.
employees as required under Rule 5(2) of the aforesaid
Rules. Any member interested in obtaining a copy of the During the year under review, no complaint was received
said statement may write to the Compliance Officer at under the Vigil Mechanism/ Whistle Blower Policy of
complianceofficer@rjcorp.in up to the date of AGM. The the Company.
said statement is also available for inspection by the
Members at the Registered Office of your Company on Secretarial Auditors
all days except Saturday, Sunday and Public Holiday up Pursuant to the amended provisions of Regulation 24A
to the date of AGM i.e. April 3, 2025 between 11:00 a.m. of the SEBI (LODR) Regulations and Section 204 of the
to 5:00 p.m. Act read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Statutory Auditors Audit, Risk Management and Ethics Committee and the
The Shareholders of the Company in their 27th & 28th AGM Board of Directors have approved and recommended the
held on April 7, 2022 and March 27, 2023 respectively appointment of M/s. Sanjay Grover & Associates, Peer
appointed M/s. O P Bagla & Co. LLP, Chartered Accountants Reviewed Firm of Company Secretaries in Practice (Firm
(Firm Registration Number 000018N/N500091) and Registration Number: P2001DE052900) as Secretarial
M/s. J C Bhalla & Co., Chartered Accountants (Firm Auditors of the Company for a term of upto 5(Five)
Registration Number 001111N) as Joint Statutory Auditors consecutive years to hold office from the conclusion
of ensuing AGM till the conclusion of 35th (Thirty Fifth) Annual Report on CSR activities for the Financial Year
AGM of the Company to be held in the Year 2030, 2024 as required under Sections 134 and 135 of the Act
for approval of the Members at ensuing AGM of the read with Rule 8 of the Companies (Corporate Social
Company. Brief resume and other details of M/s. Sanjay Responsibility Policy) Rules, 2014 and Rule 9 of the
Grover & Associates, Company Secretaries in Practice, are Companies (Accounts) Rules, 2014 is attached to this
separately disclosed in the Notice of ensuing AGM. report as Annexure - C.
M/s. Sanjay Grover & Associates have given their consent Directors’ Responsibility Statement
to act as Secretarial Auditors of the Company and Pursuant to Section 134(3)(c) read with Section 134(5) of
confirmed that their aforesaid appointment (if made) the Act, the Directors state that:
would be within the prescribed limits under the Act &
Rules made thereunder and SEBI (LODR) Regulations. (a)
in the preparation of the annual accounts for the
They have also confirmed that they are not disqualified Financial Year ended December 31, 2024, the
to be appointed as Secretarial Auditors in terms of applicable accounting standards have been followed
provisions of the Act & Rules made thereunder and SEBI along with proper explanation relating to material
(LODR) Regulations. departures;
(b)
they have selected such accounting policies and
The Secretarial Audit Report for the Financial Year 2024
applied them consistently and made judgments and
does not contain any qualification, reservation or adverse
estimates that are reasonable and prudent so as to
remark and is attached to this report as Annexure – B.
give a true and fair view of the state of affairs of your
Further, the Secretarial Auditors have not reported any
Company as at December 31, 2024 and of the profits
fraud under Section 143(12) of the Act.
of the Company for the period ended on that date;
Risk Management (c) proper and sufficient care have been taken for the
The Audit, Risk Management and Ethics Committee of the maintenance of adequate accounting records in
Board of Directors inter-alia monitor and review the risk accordance with the provisions of Act for safeguarding
management plan and such other functions as assigned the assets of your Company and for preventing and
from time to time. detecting fraud and other irregularities;
Annexure – A
Details pertaining to remuneration as required under Section 197(12) of the Companies Act, 2013
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014
(i) Ratio of the remuneration of each director to the median remuneration of employees of the Company for the
Financial Year 2024 and the percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the Financial Year 2024:
(` in Million)
Sl. Name of Director/KMP and Remuneration of % increase in Ratio of Remuneration
No. Designation Director/KMP for Remuneration in of Director to Median
Financial Year 2024 Financial Year 2024 Remuneration of employees
in Financial Year 2024
1. Mr. Varun Jaipuria, 72.02 33.32 175.66
Executive Vice-Chairman &
Whole-time Director
2. Mr. Raj Gandhi, 67.18 7.57 163.85
Whole-time Director
3. Mr. Rajinder Jeet Singh Bagga, 61.56 6.76 150.15
Whole-time Director
4. Mr. Lalit Malik, 38.17* Not Comparable@ Not Applicable
Chief Financial Officer (CFO)
5. Mr. Rajesh Chawla, 7.41 Not Comparable@ Not Applicable
Chief Financial Officer
6. Mr. Ravi Batra, 16.18 8.96 Not Applicable
Chief Risk Officer &
Group Company Secretary
*Remuneration includes variable pay, leave encashment and ex-gratia.
@ Mr. Rajesh Chawla was appointed as CFO with effect from May 14, 2024 in place of Mr. Lalit Malik, who resigned as CFO with
effect from May 13, 2024.
Note: Since Non-Executive Directors received no remuneration except sitting fee (if any) for attending Board/
Committee meetings, the required details are not applicable.
(ii) Number of permanent employees as on December 31, 2024 were 11,041 and median remuneration was ` 0.41 Million
annually. Median remuneration of employees (excluding above Directors and KMPs) in Financial Year 2024 has
increased by 3.61%.
It is hereby affirmed that the above-mentioned remuneration is in accordance with the Remuneration Policy
of the Company which is uploaded on website of the Company at https://varunbeverages.com/wp-content/
uploads/2023/03/12-Remuneration-Policy.pdf
(iii) Average percentile increase already made in the salaries of employees other than Managerial Personnel was
10% and average percentile increase in the remuneration of Managerial Personnel was 15.29% vis-a-vis the last
Financial Year.
Ravi Jaipuria
Date: February 10, 2025 Chairman
Place: Gurugram DIN: 00003668
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
(e)
The Securities and Exchange Board of India dvance notice was given to all directors to schedule
A
(Issue and Listing of Non-Convertible Securities) the Board Meetings; agenda and detailed notes on
Regulations, 2021; {Not applicable during the agenda were sent in advance and a system exists
Audit Period} for seeking and obtaining further information and
clarifications on the agenda items before the meeting
(f)
The Securities and Exchange Board of India
and for meaningful participation at the meeting.
(Registrars to an Issue and Share Transfer
Agents) Regulations, 1993 regarding the As per the minutes, the decisions at the Board
Companies Act and dealing with client; meetings were taken unanimously.
(g)
The Securities and Exchange Board of India e further report that there are systems and
W
(Delisting of Equity Shares) Regulations, 2021; processes in the Company commensurate with the
{Not applicable during the Audit Period} size and operations of the Company to monitor
and ensure compliance with applicable laws, rules,
(h)
The Securities and Exchange Board of India regulations and guidelines.
(Buy-back of Securities) Regulations, 2018; {Not
applicable during the Audit Period} and We further report that during the Audit Period:
1. The Board of Directors in their meeting held on
(i)
The Securities and Exchange Board of
July 30, 2024 and Members of the Company
India (Listing Obligations and Disclosure
through postal ballot on August 30, 2024
Requirements) Regulations, 2015.
approved the sub-division/ split of existing
We have also examined compliance with the equity shares of the Company such that
applicable clauses of the Secretarial Standard 1(One) equity share having face value of ` 5/-
on Meetings of the Board of Directors (SS-1) and (Rupees Five only) each fully paid-up, be
Secretarial Standard on General Meetings (SS-2) sub-divided/split into such number of equity
issued by the Institute of Company Secretaries shares having face value of ` 2/- (Rupees Two
of India, with which the Company has generally only) each fully paid-up on the Record Date
complied with. The Company is generally regular in (i.e. September 12, 2024).
filing e-forms with Registrar of Companies under the 2. The Board of Directors in their meeting held on
provisions of the Act. July 30, 2024 and Members of the Company
During the audit period, we are of the opinion that through postal ballot on August 30, 2024
the Company has complied with the provisions of approved the alteration of Capital Clause of the
the Act, Rules, Regulations and Guidelines to the Memorandum of Association of the Company
extent applicable. by deleting the existing Clause V of the
Memorandum of Association of the Company
The Company is PepsiCo’s second largest global and inserting the following new Clause V:
franchise (outside United States) and have a strategic
“V. The Authorized Share Capital of the Company
association with PepsiCo since 1991. The Company is a
is ` 1000,00,00,000/- (Rupees One Thousand
trusted business partner to PepsiCo and possesses the
Crore only) divided into 500,00,00,000 (Five
rights to manufacture, distribute and sell carbonated
Hundred Crore) Equity Shares of face value of
soft drinks, fruit juice-based drinks, packaged drinking
` 2/- (Rupees Two only) each.”
water and sports and energy drinks. As informed by
the Management, following Laws are being specifically 3. The Board of Directors in their meeting held on
applicable to the Company: October 9, 2024 and Members of the Company
i. Food Safety & Standards Act, 2006, Rules and through postal ballot on November 8, 2024
Regulations made thereunder approved raising of funds by way of issuance
of Equity Shares for an aggregate amount
ii. Legal Metrology Act, 2009 not exceeding ` 7,500 Crore (Rupees Seven
In our opinion and to the best of our information and Thousand Five Hundred Crore only), in one or
according to explanations given to us, we believe more tranche(s), through Qualified Institutions
that the Company is having systems in place to Placement.
check the compliance of laws specifically applicable
to the Company. For Sanjay Grover & Associates
Company Secretaries
We further report that the Board of Directors
Firm Registration No.: P2001DE052900
of the Company is duly constituted with proper Peer Review Certificate No.: 6311/2024
balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes Kapil Dev Taneja
in the composition of Board of Directors that took Partner
place during the audit period were carried out in Place: New Delhi CP No.: 22944 / Mem. No. F4019
compliance with the provisions of the Act. Date: February 10, 2025 UDIN.: F004019F003904498
During the year under review, Company has spent ` 308.11 Million on promoting healthcare, education, vocational
skills, regional equality, water conservation, eradicating hunger, environmental sustainability, animal welfare, rural
development, etc. through RJ Foundation having Regn. No. CSR00006099. For more details, please refer page
no. 114 of the Annual Report.
3. Web-link where Composition of CSR Committee, CSR Policy and CSR projects approved by the Board
are disclosed on the website of the Company
Composition of CSR Committee: https://varunbeverages.com/composition-of-the-committees-of-the-board/
CSR Policy: https://varunbeverages.com/wp-content/uploads/2023/05/24-CSR-Policy-Clear-Version.pdf
CSR Projects: https://www.varunbeverages.com/wp-content/uploads/2025/03/CSR-Projects-FY-24.pdf
4.
Executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in
pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules,
2014, if applicable
The impact assessment of contribution made towards CSR projects on Aaru Clinics, Pravah Skill Development
Programme and Shiksha Kendra Programme during FY 2023 were undertaken through an independent agency.
Their report is available on website of the Company at https://varunbeverages.com/agm/.
5. (a) Average net profit of the Company as per sub-section (5) of Section 135: ` 15,405.45 Million
(b) Two percent of average net profit of the Company as per sub-section (5) of Section 135: ` 308.11 Million
(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: Nil
(d) Amount required to be set off for the financial year, if any: Nil
(e) Total CSR obligation for the financial year [(b)+(c)-(d)]: ` 308.11 Million
6. (a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project): ` 307.50 Million
(b) Amount spent in Administrative Overheads: ` 0.56 Million
(c) Amount spent on Impact Assessment, if applicable: ` 0.05 Million
(d) Total amount spent for the Financial Year [(a)+(b)+(c)]: ` 308.11 Million
(e) CSR amount spent or unspent for the financial year 2024:
(i) Two percent of average net profit of the Company as per sub-section (5) of
Section 135
(iii) Excess amount spent for the financial year [(ii)-(i)] Not Applicable
(iv) Surplus arising out of the CSR projects or programmes or activities of the
previous Financial Years, if any
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]
7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:
Nil
8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount
spent in the financial year:
√ Yes No
Sl. Short particulars Pincode of the Date of Amount Details of entity/ Authority/
No. of the property or property or creation of CSR beneficiary of the registered owner
asset(s) [including asset(s) amount CSR Name Registered
complete address spent Registration address
and location of the Number, if
property] applicable
1. Cost of construction Mathura-281401, February ` 0.98 CSR00006099 RJ F-2/7, Okhla
incurred on Uttar Pradesh 20, 2024 Million Foundation Industrial
Gaushala for animal Area,
welfare at Village Phase-I, New
Dautana, Tehsil Delhi-110020
Chhata, near Kosi
Kalan
9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per
sub-section (5) of Section 135:
Not applicable.
Annexure – D
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
required under the Companies (Accounts) Rules, 2014
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
1.
Use of frequency drive in ammonia and air compressor which saves
electric energy.
2. Use of frequency drive in boiler for ID and FD fan which saves electric
energy.
3. Heat recovery from hot compressed gases and used for heating water.
4. Recovery of treated hot water from three stage syrup transfer PHE.
9.
Optimizing the resource consumptions and minimizing wastages by
automations and controls.
10.
Installation of steam operated pump trap - SOPT for better steam
condensate recovery across all units.
14.
Improving condensate recovery by installation of SOPT and better
technology equipment which helped in improving boiler efficiency.
15.
Heat recovery from High Pressure Air Compressors and Ammonia
Refrigeration compressors.
19.
Blowing power reduction by compressors efficiency audit and
standardization of HP pressure SKU wise.
(iii) Capital investment on 1. Installation and commissioning of Solar Plant at Nuh and Greater Noida
energy conservation Plants. Further, all new upcoming plants are coming with solar panel
equipments installed at roof top like Sandila, Pathankot, Supa, Gorakhpur, Khordha etc.
2. Air recovery system in Blow Moulding Machine.
3.
Filling machines which are capable of filling beverage at ambient
temperature with high speed running.
4. Green Oven for Bottle Blowing machine which consumes less energy as
compared to the traditional ones.
5. High energy efficient pumps.
6. Steam condensate recovery system across all units.
7. Investment is done in Godrej Control Air IFC.
8. Installation of desuperheaters.
9. Investment in modification of existing CIP system to enable cold CIP.
(iii) In case of imported There is no imported technology involved in the operation of the Company.
technology (imported
during the last three
years reckoned from the
beginning of the financial
year)-
(a) Details of technology N.A.
imported
(b) Year of import N.A.
(c) Whether the N.A.
technology been fully
absorbed
(d) If not fully absorbed, N.A.
areas where
absorption has not
taken place, and the
reasons thereof
(iv) Expenditure incurred on Due to the nature of its business, the Company need not to initiate specific
Research and Development research and development activities, however Company supports all the pilot
projects feasibility and commercialization along with PepsiCo.
Ravi Jaipuria
Date: February 10, 2025 Chairman
Place: Gurugram DIN: 00003668
• Policy for Determination of Materiality of Events / The Board’s actions and decisions are aligned with the
Information; Company’s best interests. The Board critically evaluates
the Company’s strategic direction, management policies
• Remuneration Policy for Directors, Key Managerial
and their effectiveness.
Personnel, Members of Senior Management and
other Employees of the Company; Size and composition of the Board of Directors as at
• Familiarization Programme for Independent Directors; December 31, 2024 is given below:
• Vigil Mechanism/Whistle Blower Policy; Category Name of Directors
Non-executive Chairman Mr. Ravi Jaipuria*
• Policy for Preservation of Documents;
Executive Vice Chairman Mr. Varun Jaipuria*
• Policy on Diversity of the Board of Directors; & Whole-time Director
• Risk Management Policy; Executive / Whole-time Mr. Raj Gandhi
Directors Mr. Rajinder Jeet Singh Bagga
• Dividend Distribution Policy;
Non-executive, Dr. Naresh Trehan
• Archival Policy; Non-Independent Director
• Guidelines for Acquisition in India; Non-executive, Dr. Ravi Gupta
Independent Directors Mr. Abhiram Seth
• Go Green Guidelines;
Mr. Anil Kumar Sondhi
• Anti-Bribery Policy; Ms. Rashmi Dhariwal
• Policy for Prevention, Prohibition and Redressal of Ms. Sita Khosla
Sexual Harassment at Workplace; *Mr. Ravi Jaipuria and Mr. Varun Jaipuria are Promoters of the
Company.
• Policy on Incentives Linked to ESG Initiatives;
• Framework of Environment, Social and Governance Inter-se Relationship among Directors
(ESG); Except Mr. Ravi Jaipuria and Mr. Varun Jaipuria, none of the
Director is a relative of other Director(s). Mr. Varun Jaipuria,
• Grievance Redressal Policy; and
Executive Vice Chairman & Whole-time Director is son of
• Employees Stock Option Scheme 2016. Mr. Ravi Jaipuria, Non-executive Chairman of the Company.
The Matrix setting out the Skills, Expertise and Competencies available with the Board in context of business of the
Company is as under:
Sl. Name of Director Leadership / Strategic Industry Global Finance & Corporate
No. Operations Planning Experience, Business Legal Governance,
Technical, Compliance &
Research & Risk Management
Development and
Innovation
1. Mr. Ravi Jaipuria √ √ √ √ √ √
2. Mr. Varun Jaipuria √ √ √ √ - √
3. Mr. Raj Gandhi √ √ √ √ √ √
4. Mr. Rajinder Jeet
√ √ √ √ - √
Singh Bagga
5. Dr. Naresh Trehan √ √ - √ √ √
6. Dr. Ravi Gupta √ √ - - √ √
7. Mr. Abhiram Seth √ √ √ √ - √
8. Mr. Anil Kumar Sondhi √ √ √ - - √
9. Ms. Rashmi Dhariwal √ √ - - √ √
10. Ms. Sita Khosla √ √ - - √ √
The Company’s internal guidelines for Board/Board • Reviewing financial plans of the Company.
Committee meetings facilitate the decision making process • Reviewing the quarterly and annual financial results
at its meetings in an informed and efficient manner. of the Company.
•
Reviewing the Annual Report including Audited
Board/Committee Meetings
Annual Financial Statements for adoption by the
The Board meets at regular intervals to discuss and Members.
decide on Company / business policies and strategies
• Reviewing progress of various functions and business
apart from other regular business matters. The Board/
of the Company.
Committee Meetings are pre-scheduled and a tentative
annual calendar of the Board and Committee Meetings •
Reviewing the functioning of the Board and its
Committees.
is circulated to all Directors well in advance to facilitate
them to plan their schedule and to ensure meaningful • Reviewing the functioning of subsidiary companies.
participation in the meetings. The Board is updated on •
Consider and approve the declaration/
the discussions held at the Committee meetings and the recommendation of dividend.
recommendations made by various Committees. • Reviewing and resolving fatal or serious accidents
Agenda of the Board/Committee Meetings is set by or dangerous occurrences, any material significant
the Chief Risk Officer & Group Company Secretary in effluent or pollution problems or significant labour
consultation with the Whole-time Director(s) and the issues, if any.
Chairman of the Company. The agenda is generally • Reviewing the details of significant development in
circulated a week prior to the date of the meeting and human resources and industrial relations front.
includes detailed notes on items to be discussed at the • Reviewing details of foreign exchange exposure and
meeting to enable the Directors to take an informed steps taken by the management to limit the risks of
decision. However, in case of urgency, the agenda adverse exchange rate movement.
is circulated along with shorter notice as per the
• Reviewing compliance with all relevant legislations
provisions of the Secretarial Standard on Meetings of the
and regulations and litigation status, including
Board of Directors issued by the Institute of Company
important show cause, demand, prosecution and
Secretaries of India. Usually meetings of the Board are
penalty notices, if any.
held at Corporate Office of the Company at Gurugram.
• Advising on corporate restructuring such as merger,
Draft minutes of proceedings of the Board/Committee
acquisition, joint venture or disposals, if any.
meetings are circulated for comments/suggestions
and thereafter, final minutes are noted by the Board/ •
Appointing Directors on the Board and Key
Committees at their next meeting. Managerial Personnel, if any.
•
Reviewing various policies of the Company and
Board meets at least once in a quarter to review inter-alia
monitoring implementation thereof.
the quarterly results, compliances and performance of the
Company. Additional meetings are held on need basis. •
Reviewing details of risk evaluation and internal
controls.
The Company also provides facility to the Directors to
• Reviewing reports on progress made on the ongoing
attend meetings of the Board and its Committees through
projects.
Video/Tele Conferencing mode.
• Monitoring and reviewing board evaluation framework.
8 (Eight) Board meetings were held during the Financial
•
Review report(s) on Environment, Social and
Year 2024 on February 5, 2024, February 20, 2024,
Governance.
May 13, 2024, July 15, 2024, July 30, 2024, October 9,
2024, October 22, 2024 and November 12, 2024. The Board Support
gap between two Board meetings was within the limit
The Chief Risk Officer & Group Company Secretary is
prescribed under Section 173(1) of the Act and Regulation
responsible for collation, review and distribution of all
17(2) of the SEBI (LODR) Regulations.
papers submitted to the Board and Committees thereof
Board Business for consideration. He is also responsible for preparation of
Agenda in consultation with the Whole-time Director(s)
The business of the Board inter-alia includes:
and the Chairman of the Company and convening of
• Framing and overseeing progress of the Company’s Board and Committee Meetings. The Chief Risk Officer &
annual plan and operating framework. Group Company Secretary attends all the meetings of the
• Framing strategies for direction of the Company and Board and its Committees, advises and assures the Board
for corporate resource allocation. on Compliance and Governance principles.
Attendance of Directors at Board Meetings & last Annual General Meeting (AGM), number of other
Directorships and Chairmanships / Memberships of Committees and Shareholding of each Director
in the Company
Name and DIN Designation & Attendance in Number of Committee Membership Shareholding
Category Financial Year Directorships in and Chairmanship in in the
2024 other Companies$ other Companies# as on Company
as on December December 31, 2024 as on
31, 2024 December 31,
2024
Board AGM Private Public Chairman Member
Meetings ship ship
Mr. Varun Jaipuria Promoter (Executive 7/8 Yes 3 2 Nil Nil 520,859,870
(02465412) Vice Chairman &
Whole-time Director)
Mr. Rajinder Jeet Whole-time Director 7/8 Yes 1 1 Nil Nil 1,459,685
Singh Bagga (Executive Director)
(08440479)
Dr. Naresh Trehan Non-executive Non- 5/6 N.A. 2 6 Nil Nil Nil
(00012148)& Independent Director
Ms. Sita Khosla Non-executive 7/8 Yes Nil Nil Nil Nil Nil
(01001803) Independent Director
Mr. Anil Kumar Non-executive 8/8 Yes Nil Nil Nil Nil Nil
Sondhi Independent Director
(00696535)
$ D
oes not include directorship in foreign companies.
# I ncludes only Audit Committee and Stakeholders’ Relationship Committee in all public limited companies (whether listed or not) and
excludes private limited companies, foreign companies and Section 8 companies.
& Appointed as a Non-executive Non-independent Director with effect from April 21, 2024.
Pursuant to Part C of Schedule V of the SEBI (LODR) Regulations, details of Directorship in other listed entity and
category of Directorship as on December 31, 2024, are mentioned below:
Sl. No. Name of Director Company Category of Directorship
1. Mr. Ravi Jaipuria Devyani International Limited Non-executive Non-Independent Director
Global Health Limited Non-executive Non-Independent Director
2. Mr. Varun Jaipuria Devyani International Limited Non-executive Non-Independent Director
3. Mr. Raj Gandhi Devyani International Limited Non-executive Non-Independent Director
4. Dr. Naresh Trehan Global Health Limited Executive Director
5. Dr. Ravi Gupta Devyani International Limited Non-executive Independent Director
Epack Durable Limited Non-executive Independent Director
Global Health Limited Non-executive Independent Director
6 Ms. Rashmi Dhariwal Devyani International Limited Non-executive Independent Director
Vindhya Telelinks Limited Non-executive Independent Director
7. Mr. Abhiram Seth LT Foods Limited Non-executive Independent Director
The brief terms of reference of Audit, Risk - Business continuity plan.
Management and Ethics Committee are as under: •
Evaluate and review the risk management
• Oversight of the Company’s financial reporting plan, the risk management system, including
risk policy, risk process (risk identification,
process, examination of the financial statement
assessment, mitigation and monitoring), cyber
and the auditors’ report thereon and the
security processes and risk registers laid down
disclosure of its financial information to ensure
by the Management.
that its financial statements are correct,
sufficient and credible. • Recommendation for appointment, removal and
terms of remuneration of the Chief Risk Officer.
• ecommendation for appointment, re-appointment
R
and replacement, remuneration and terms of The Audit, Risk Management and Ethics Committee met
appointment of auditors of the Company and 5(Five) times during the Financial Year 2024 on February
approval of payment for any other services 5, 2024, May 13, 2024, July 30, 2024, October 22, 2024
rendered by the auditors of the Company. and November 12, 2024.
(i) The Securities and Exchange Board of India The Chief Risk Officer & Group Company Secretary acts
(Prohibition of Insider Trading) Regulations, as Secretary to the Committee.
2015; and
The Chairperson of the Nomination and Remuneration
(ii) The Securities and Exchange Board of India
Committee was present at the last AGM held on
(Prohibition of Fraudulent and Unfair Trade
April 3, 2024.
Practices relating to the Securities Market)
Regulations, 2003.
Performance evaluation criteria for Directors
The Nomination and Remuneration Committee met 5 The Remuneration Policy of the Company lays down
(Five) times during the Financial Year 2024 on February the criteria of appointment and remuneration of
5, 2024, March 7, 2024, May 13, 2024, September 16, 2024 Directors/Key Managerial Personnel including criteria
and September 27, 2024. for determining qualification, positive attributes,
independence of Directors, criteria for performance
Composition of the Committee and attendance of the evaluation of Executive and Non-executive Directors
Members at the meetings held during the Financial (including Independent Directors) and other matters as
Year 2024: prescribed under the provisions of the Act and the SEBI
(LODR) Regulations. An indicative list of factors that may
Sl. Name Category Designation No. of
be evaluated including but not limited to participation
No. Meetings
Attended and contribution by a Director, commitment, effective
1. Ms. Rashmi Independent Chairperson 3/5 deployment of knowledge and expertise, effective
Dhariwal Director management of relationship with stakeholders, integrity
2. Dr. Ravi Independent Member 5/5 and maintenance of confidentiality and independence of
Gupta Director
behaviour and judgement.
3. Mr. Ravi Non-executive Member 4/5
Jaipuria Chairman
Note: Video/Tele-conferencing facility is offered to facilitate
Directors to participate in the meetings.
Remuneration of Directors
Details of remuneration paid to Directors of the Company for the Financial Year ended December 31, 2024, are as follows:
(` in million)
Sl. Name Sitting Fee Salary Perquisite Bonus/Incentive Total
No.
1. Mr. Varun Jaipuria - 72.02 0.04 - 72.06
2. Mr. Raj Gandhi - 55.33 3.26 11.85 70.44
3. Mr. Rajinder Jeet Singh Bagga - 61.56 3.40 - 64.96
4. Dr. Ravi Gupta 2.20 - - - 2.20
5. Ms. Rashmi Dhariwal 2.90 - - - 2.90
6. Ms. Sita Khosla 1.70 - - - 1.70
7. Mr. Abhiram Seth 0.60 - - - 0.60
8. Mr. Anil Kumar Sondhi 0.80 - - - 0.80
The details of specific service contracts, notice period Criteria of making payments to Non-executive
and severance fees etc. are governed by the appointment Directors including all pecuniary relationship or
letter issued to respective Director at the time of his/her transactions of Non-executive Directors
appointment/re-appointment. The Independent Directors are not paid any remuneration
other than the sitting fee for attending meetings of
During the Financial Year 2024, no loans and advances the Board and the Committees thereof as approved by
in the nature of loans to firms/companies in which the Board.
directors are interested was given by the Company and
There has been no pecuniary relationship or transactions
its subsidiaries.
of the Non-executive Directors vis-à-vis the Company
during the year except the sitting fee paid to them as
detailed above.
Compliance with the Code of Conduct On the basis of declarations received from Board Members
To comply with the provisions of Regulation 17(5) of and Senior Management Personnel, the Executive Vice
SEBI (LODR) Regulations, the Company has adopted Chairman & Whole-time Director has given a declaration
“Code of Conduct for Board of Directors and Senior that the Members of the Board of Directors and Senior
Management” (‘Code’). Code is available on website of the Management Personnel have affirmed compliance with
Company at https://varunbeverages.com/wp-content/ the Code during the Financial Year 2024. A copy of such
uploads/2023/03/19-Code-Of-Conduct-For-Board-Of- declaration is also attached with this report.
Directors-and-Senior-Management-Revised.pdf
Extra-ordinary General Meeting the Rules made thereunder and General Circulars
issued by Ministry of Corporate Affairs, the postal
Apart from AGM, no other General Meeting was held
ballot notice dated October 9, 2024 was dispatched
during the Financial Year 2024.
on Wednesday, October 9, 2024 containing draft
resolution together with the explanatory statement
Postal Ballot
and remote e-voting instructions through electronic
No special resolution is proposed to be conducted
mode to all those Members whose e-mail address
through postal ballot.
were registered with the Company/Registrar
During the year under review, pursuant to Regulation 44 of and Share Transfer Agent (“RTA”) or Depository/
SEBI (LODR) Regulations and Sections 108, 110 and other Depository Participants and whose names appeared
applicable provisions of the Act read with Rules made in the Register of Members of the Company or in
thereunder, Members of the Company approved following the Register of Beneficial Owners maintained by
matters by way of special resolution through postal ballot the Depositories as on Friday, October 4, 2024. The
dated October 9, 2024: Company also published notice in the newspapers
declaring details of completion of dispatch on
Sl. Type of Brief description of Resolutions Thursday, October 10, 2024 as mandated under the
No. Resolution Act and applicable rules.
1. Special Raising of funds by way of issuance
Resolution of Equity Shares through Qualified 2.
Members were requested to cast their vote only
Institutions Placement (QIP) through remote e-voting facility provided by
National Securities Depository Limited (“NSDL”)
Procedure followed for postal ballot between Thursday, October 10, 2024 (9:00 A.M. IST)
1.
In compliance with Regulation 44 of the SEBI and Friday, November 8, 2024 (5.00 P.M. IST) (both
days inclusive) on the draft resolutions mentioned in
(LODR) Regulations and Sections 108, 110 and
the postal ballot notice.
other applicable provisions of the Act read with
5.
The result of the postal ballot along with the Time: 11:00 a.m. (IST)
scrutinizer’s report was displayed at the registered Venue/Mode: Through Video Conferencing / Other
office of the Company, hosted at the Company’s Audio Visual Means facility
website at www.varunbeverages.com and on the
website of NSDL at https://www.evoting.nsdl.com B) Financial Year
and was also communicated to the Stock Exchanges. The Financial Year of the Company starts from
January 1 and ends on December 31 every year.
6. The consolidated summary of the result is as under:
G) Market Price Data for the period January 1, 2024 to December 31, 2024
High (`) Low (`) Volume (Nos.) High (`) Low (`) Volume (Nos.)
140.00
120.00
100.00
80.00
60.00
40.00
20.00
–
4 24 4 4 4 4 24
-2 24 -2 -2 24 -2 24 -2 -2
4
v- -2
4
n b- ar
- r
ay un
-
Ju
l g- p ct c
Ja Fe M Ap M J Au Se O N o
De
Jan'24 Feb'24 Mar'24 Apr'24 May'24 Jun'24 Jul'24 Aug'24 Sep'24 Oct'24 Nov'24 Dec'24
VBL BSE 103.52 113.91 113.06 119.61 115.28 131.80 127.59 121.38 122.56 120.93 125.55 129.08
BSE Sensex 99.32 100.36 101.95 103.10 102.38 109.40 113.15 114.02 116.69 109.90 110.47 108.17
Performance on NSE
Comparison of share price of VBL with NSE Nifty.
150.00
100.00
50.00
24 -2
4 4 24 -2
4 24 l-2
4
-2
4 24 -2
4 24 -2
4
n- b -2 r-
ay n- p- ct v-
Ja Fe ar Ap Ju g
Se No
c
M M Ju Au O De
Jan'24 Feb'24 Mar'24 Apr'24 May'24 Jun'24 Jul'24 Aug'24 Sep'24 Oct'24 Nov'24 Dec'24
VBL NSE 103.52 113.87 113.07 119.61 115.35 131.74 127.53 121.34 122.54 120.82 125.56 129.05
NSE Nifty 99.97 101.16 102.74 104.02 103.68 110.49 114.82 116.13 118.77 111.38 111.04 108.80
H) Registrar and Share Transfer Agent Hundred Two) equity shares of the Company were in
All the work relating to the shares held in physical dematerialized form and 8,215 (Eight Thousand Two
form as well as the shares held in the electronic Hundred Fifteen) equity shares were in physical form
(demat) form is being done by KFin Technologies as on December 31, 2024.
Limited, whose details are given below:
Transfer of Equity Shares in dematerialized form are
KFin Technologies Limited done through depositories with no involvement of
Selenium Building, Tower-B, Plot No. 31 & 32, the Company. In terms of SEBI (LODR) Regulations,
Financial District, Nanakramguda, Serilingampally, securities of listed companies can only be transferred
Hyderabad - 500 032, Telangana, India. in dematerialized form including where the claim is
Toll Free No.: 1800 309 4001 lodged for transmission or transposition of shares.
E-mail: einward.ris@kfintech.com Company obtains a yearly certificate from a Company
Website: www.kfintech.com Secretary in Practice as required under Regulation
SEBI Registration No.: INR000000221 40(9) of SEBI (LODR) Regulations and files copy of the
CIN L72400TG2017PLC117649 said certificate with the Stock Exchanges.
U)
Information on Deviation from Accounting
The Company submits a quarterly compliance
Standards, if any report on Corporate Governance signed by
No deviations from Indian Accounting Standard Compliance Officer to the Stock Exchanges within
(Ind AS) in preparation of annual accounts for the prescribed timelines from the close of every
Financial Year 2024. quarter. Such quarterly compliance reports on
Corporate Governance are also posted on website of
V) Investor Correspondence the Company.
During the year under review, Ms. Meeru G Gupta, Mr. Parag Prabhakar Paranjpe and Mr. Lalit Malik were
disassociated from the Company w.e.f. March 16, 2024, March 31, 2024 and May 13, 2024 respectively.
(iv)
Disclosure in relation to the Sexual Harassment For and on behalf of the Board of Directors
of Women at Workplace (Prevention, Prohibition For Varun Beverages Limited
and Redressal) Act, 2013 forms part of the Board’s
Report. Date: February 10, 2025 Ravi Jaipuria
Place: Gurugram Chairman
(v)
Company does not have any share in the demat DIN: 00003668
suspense account or unclaimed suspense account as
on December 31, 2024.
(vi)
There are no agreement(s) with any party which
would impact the management or control of the
Company or impose any restriction or create any
liability upon the Company.
CODE OF CONDUCT
This is to certify that the Company has laid down a Code of Conduct (the Code) for all Board Members and
Senior Management Personnel of the Company and a copy of the Code is available on website of the Company viz.
www.varunbeverages.com.
It is further confirmed that all the Directors and Senior Management Personnel have affirmed their compliance with the
Code for the Financial Year ended December 31, 2024.
Varun Jaipuria
Date: February 10, 2025 Executive Vice Chairman &
Place: Gurugram Whole-time Director
DIN: 02465412
To
The Board of Directors,
Varun Beverages Limited
We, Raj Gandhi, Whole-time Director and Rajesh Chawla, Chief Financial Officer of Varun Beverages Limited, pursuant
to the requirement of Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and to the best of our knowledge and belief, hereby certify that:-
A) We have reviewed Financial Statements and the Cash Flow Statement for the Financial Year ended December 31,
2024 and that to the best of our knowledge and belief:
(i)
these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading; and
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
B) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the
Financial Year ended December 31, 2024 which are fraudulent, illegal or violative of the Company’s Code
of Conduct.
C) We accept the responsibility for establishing and maintaining internal controls for financial reporting and that we
have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and
that we have disclosed to the Auditors and the Audit, Risk Management and Ethics Committee, deficiencies in the
design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose
to take to rectify these deficiencies.
D) We have indicated to the Auditors and the Audit, Risk Management and Ethics Committee:
(i) significant changes in internal control over financial reporting during the Financial Year ended December 31,
2024;
(ii)
significant changes in accounting policies during the said Financial Year and that the same have been
disclosed in the notes to the Financial Statements; and
(iii)
instances of significant fraud of which we have become aware and the involvement therein, if any, of
the management or an employee having a significant role in the Company’s internal control system over
financial reporting.
To,
The Members
Varun Beverages Limited
(CIN: L74899DL1995PLC069839)
F-2/7, Okhla Industrial Area, Phase I,
New Delhi - 110020
1. The equity shares of Varun Beverages Limited (‘the Company’) are listed on National Stock Exchange of India
Limited and BSE Limited.
2. We have examined the relevant disclosures received from the Directors of the Company and registers, records,
forms and returns maintained by the Company and produced before us by the Company for the purpose of
issuing this Certificate, in accordance with Regulation 34(3) read with Clause 10(i) of Para C of Schedule V of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
3.
We have also done examination and verification of the disclosures under Sections 184, 189, 164 and 149 of
the Companies Act, 2013 (the Act) received from the Directors and Register of Directors and Key Managerial
Personnel and their Shareholding under Section 170 of the Act and Director Identification Number (DIN) status of
the Directors at MCA portal i.e. www.mca.gov.in. In our opinion and to the best of our knowledge and on the basis
of information furnished to us by the Company and its officers, we certify that none of the below named Directors
of the Company have been debarred or disqualified from being appointed or continuing as directors of companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority as on
December 31, 2024:
Sr. No. Name of Director DIN Date of Appointment
1. Mr. Ravi Jaipuria 00003668 16/06/1995
2. Mr. Varun Jaipuria 02465412 01/01/2009
3. Mr. Raj Gandhi 00003649 21/10/2004
4. Mr. Rajinder Jeet Singh Bagga 08440479 02/05/2019
5. Dr. Naresh Trehan 00012148 21/04/2024
6. Dr. Ravi Gupta 00023487 19/03/2018
7. Ms. Rashmi Dhariwal 00337814 19/03/2018
8. Ms. Sita Khosla 01001803 16/02/2018
9. Mr. Abhiram Seth 00176144 02/05/2023
10. Mr. Anil Kumar Sondhi 00696535 02/05/2023
4. Ensuring the eligibility of the appointment/ continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion on these based on our verification. This
certificate is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with
which the management has conducted the affairs of the Company.
5. This certificate is based on the information and records available as on December 31, 2024 and we have no
responsibility to update this certificate for the events and circumstances occurring thereafter.
To,
The Members
Varun Beverages Limited
(CIN: L74899DL1995PLC069839)
F-2/7, Okhla Industrial Area, Phase I,
New Delhi - 110020
We have examined the compliance of conditions of Corporate Governance by Varun Beverages Limited
(‘the Company’), for the financial year ended on December 31, 2024 as stipulated under Regulations 17 to 27 and
clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’).
The compliance of conditions of Corporate Governance is the responsibility of the management of the Company.
Our examination was limited to procedures and implementation thereof, adopted by the Company for ensuring the
compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the
financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the
Company has complied with the conditions of Corporate Governance as stipulated under Regulations 17 to 27 and
clauses (b) to (i) of Regulation 46(2) and Para C, D and E of Schedule V to the Listing Regulations.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.
II. Products/services
17. Details of business activities (accounting for 90% of the turnover): Year 2024
S. No. Description of Main Activity Description of Business Activity % of Turnover of the entity
1 Manufacturing of Beverages Manufacturing of Carbonated, 97.85%
(NIC Code - 1104) Non-carbonated beverages and
packaged drinking water
18. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover): Year 2024
Locations Number
National (No. of States) 26 states and 6 union territories
International (No. of Countries) (serving through its subsidiaries) 13
b. What is the contribution of exports as a percentage of the total turnover of the entity?
1.19% of total turnover (` 1,706.64 Million)
IV. Employees
21. Details : As on 31 December 2024
(iii) Net worth (in `) (*Net worth = Equity Share Capital + Other Equity) 165,587.05 (` in million) As on 31.12.2024
Please refer Sustainability Report - Chapter “Materiality Assessment” (page-44-46) and “Risk and Opportunities
Management” (page-117-121).
Disclosure P P P P P P P P P
Questions 1 2 3 4 5 6 7 8 9
Policy and management processes
1. a. Whether your entity’s Yes Yes Yes Yes Yes Yes Yes Yes Yes
policy/policies cover each
principle and its core
elements of the NGRBCs.
(Yes/No)
b. Has the policy been Yes Yes Yes Yes Yes Yes Yes Yes Yes
approved by the Board?
(Yes/No)
c. Web Link of the Policies, Yes, policies can be accessed through this link - https://varunbeverages.com/policy/
if available
2. Whether the entity has Yes Yes Yes Yes Yes Yes Yes Yes Yes
translated the policy into
procedures.
(Yes / No)
3. Do the enlisted policies extend Yes, Anti Bribery Policy covers value chain partners
to your value chain partners?
(Yes/No)
4. Name of the national GRI ISO 14001 OHSAS GRI GRI ISO 14001 Company is a member GRI GRI
and international codes/ Stand ISO 22000 18001 Stand Stand of Federation of Indian Stand Stand
certifications/labels/ standards ards (FSSC) ards ards GRI Chambers of Commerce ards ards
(e.g. Forest Stewardship GRI Standards and Industry, PHD Chamber
Council, Fairtrade, Rainforest GRI of Commerce and Industry,
Stand
Alliance, Trustea) standards Standards Confederation of Indian
ards
(e.g. SA 8000, OHSAS, ISO, Industry, The Associated
BIS) adopted by your entity and Chambers of Commerce
mapped to each principle. and Industry of India
and Action Alliance for
Recycling Beverage
Cartons.
GRI Standards
5. Specific commitments, goals Yes- Refer Sustainability Report (Page 49)
and targets set by the entity
with defined timelines, if any
6. Performance of the entity Yes- Refer Sustainability Report (Page 49)
against the specific
commitments, goals and targets
along-with reasons in case the
same are not met.
Governance, leadership and oversight
7. Statement by director responsible Refer Executive Vice Chairman’s Message section (Page 38-39) in Sustainability Report
for the business responsibility
report, highlighting ESG
related challenges, targets and
achievements (listed entity has
flexibility regarding the placement
of this disclosure)
8. Details of the highest authority ESG Committee comprising of Executive Vice-Chairman and
responsible for implementation Two Whole-time Directors
and oversight of the Business
Responsibility policy (ies).
9. Does the entity have a specified Yes, Environmental, Social and Governance Committee
Committee of the Board/ Director
responsible for decision making
on sustainability related issues?
(Yes / No). If yes, provide details.
Subject for Indicate whether review was undertaken by Frequency (Annually/ Half Yearly/ Quarterly/
Review Director/Committee of the Board/ Any other - please specify)
Any other Committee
P P P P P P P P P P P P P P P P P P
1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9
Performance
against above
policies and
follow up action
Compliance All the policies of the Company are approved by the Board and reviewed periodically or on a need basis.
statutory
requirements The Company complies with the regulations, extant and principles as are applicable periodically or on a
of relevance to need basis
the principles,
rectification
of any non-
compliances
11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an external
agency? (Yes/No). If yes, provide name of the agency.
P1 P P P P P P P P
2 3 4 5 6 7 8 9
No No No No No Yes# No No No
DQS (Deutsch Quality Systems India Private Limited) has conducted carbon emission and water stewardship audit.
#
12. If answer to question 1 above is “No” i.e. not all Principles are covered by a policy, reasons to be stated
Questions P P P P P P P P P
1 2 3 4 5 6 7 8 9
The entity does not consider the
Principles material to its business N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
(Yes/No)
The entity is not at a stage where
it is in a position to formulate and
N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
implement the policies on specified
principles (Yes/No)
The entity does not have the financial
or/human and technical resources N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
available for the task (Yes/No)
It is planned to be done in the next
N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
financial year (Yes/No)
Any other reason (please specify) N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
2. etails of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the
D
entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial institutions, in the financial year, in
the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 and as disclosed on the entity’s website):
Monetary NGRBC Name of the regulatory/ Amount Brief of the Case Has an appeal
Principle enforcement agencies/ (In `) been preferred ?
judicial institution (Yes/No)
Settlement - N.A. N.A. N.A. N.A.
Penalty/Fine - N.A. N.A. N.A. N.A.
Compounding fee - N.A. N.A. N.A. N.A.
Non-Monetary NGRBC Name of the regulatory/ enforcement Brief of the Case Has an appeal
Principle agencies/ judicial institutions been preferred ?
(Yes/No)
Imprisonment - N.A. N.A. N.A.
Punishment - N.A. N.A. N.A.
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where
monetary or non-monetary action has been appealed.
4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available,
provide a web-link to the policy.
Yes
Varun Beverages Limited and its subsidiaries, affiliates, associates and group companies (collectively referred to
as “VBL”), their directors, officers, employees (including part-time and contractors) and suppliers (“Officials”),
while acting on behalf of VBL strictly comply with this Anti-Bribery Policy. Officials are prohibited from giving or
receiving Bribes to any Government Officials or any other person or entity, including any person or entity in the
private or commercial sector, if the payment is intended to induce the recipient to misuse his or her position and
thereby give an unfair advantage to VBL. Detailed Policy is available at:
https://varunbeverages.com/wp-content/uploads/2023/04/23.1-Anti-Bribery-Policy1.pdf
5.
Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption:
FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Directors Nil Nil
KMPs Nil Nil
Employees Nil Nil
Workers Nil Nil
FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Number Remarks Number Remarks
Number of complaints received in relation to Nil N.A. Nil N.A.
issues of Conflict of interest of Directors
Number of complaints received in relation to Nil N.A. Nil N.A.
issues of Conflict of interest of KMPs
7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action taken
by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest.
Not Applicable
8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the
following format:
FY 2024 FY 2023
Current Financial Year Previous Financial Year
Number of days of accounts payables 31 30
9. Open-ness of business
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties along-
with loans and advances & investments, with related parties, in the following format:
Parameter Metrics FY 2024 FY 2023
Current Financial Previous Financial
Year Year
Concentration of a. Purchases from trading houses as % of total 3.1% 2.4%
Purchases purchases
b. Number of trading houses where purchases are 77 18
made from
c. Purchases from top 10 trading houses as % of 85.5% 96.9%
total purchases from trading houses
Concentration of a. Sales to dealers / distributors as % of total sales 100.0% 100.0%
Sales b. Number of Primary dealers/ distributors to 2,275 1,949
whom sales are made
c. Sales to top 10 dealers / distributors as % of 14.3% 7.4%
total sales to dealers /distributors
Share of RPTs in a. Purchases (Purchases with related parties as % 3.0% 4.6%
of Total Purchases)
b. Sales (Sales to related parties as % of Total 1.4% 0.9%
Sales)
c. Loans & advances given to related parties as % 100.0% 100.0%
of Total loans & advances
d. Investments in related parties as % of Total 99.7% 99.8%
Investments made
2. a. Does the entity have procedures in place for sustainable sourcing? (Yes/No)
Yes. the Company is procuring raw materials and packaging materials from the suppliers who are doing their
respective businesses sustainably. Refer page 78-81 of Sustainability Report for some of the initiatives taken
by our suppliers.
However, VBL and all of our suppliers follow PepsiCo’s Global Supplier Code of Conduct wherein they abide
by all provisions relating to the impact on quality and food safety, sustainability, waste, and work environment
which includes labor practices and human rights aspects. https://www.pepsico.com/docs/default-source/
sustainability-and-esg-topics/supplier-code-of-conduct/pepsico-supplier-code-of-conduct---english.
pdf?sfvrsn=67dd868f_28
3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end
of life, for (a) Plastics (including packaging) (b) E-waste ( c) Hazardous waste and (d) other waste.
(a) VBL has engaged GEM Enviro Management Limited for phased implementation of 100% recycling of used
PET bottles. Headquartered in Delhi, GEM Enviro is a Central Pollution Control Board (CPCB) recognised
Producer Responsible Organisation (PRO) specialising in collection and recycling of packaging waste and
promotion of recycled green products. It makes T-shirts and bags made from recycling of waste material,
such as used PET bottles.
(b) We are disposing off our E-waste through registered E-waste vendors
(c) We are safely disposing off our hazardous waste through registered vendors
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If yes,
whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to
Pollution Control Boards? If not, provide steps taken to address the same.
Yes, Refer response to point 3 above.
Leadership Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing
industry) or for its services (for service industry)? If yes, provide details in the following format?
NIC Code Name of % of total Boundary for which the Whether conducted Results communicated
Product/ Turnover Life Cycle Perspective/ by independent in public domain
Service contributed Assessment was external agency (Yes/No) If yes,
conducted (Yes/No) provide the web-link.
Life Cycle Assessment Process
VBL is working continuously on screening our end-to-end production processes to deliver positive impact on
environment. In alignment to this, we adopted Life Cycle Assessment (LCA) and undertook an internal study
to assess the environmental impacts and embed the principles of sustainability into various stages of product
i.e, procurement of raw material, manufacturing of products, transportation of raw materials and supply of
finished goods. In order to continuously reduce the Company environmental footprint, the Company is improving
efficiencies, especially on critical resources such as water, fuel and energy, optimizing the resource consumption
and minimizing wastages including plastic waste management, increasing green cover in manufacturing plants
and also developing outside establishments.
2. If there are any significant social or environmental concerns and/or risks arising from production or disposal of
your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other
means, briefly describe the same along-with action taken to mitigate the same.
3. Percentage of recycled or reused input material to total material (by value) used in production (for manufacturing
industry) or providing services (for service industry).
4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused, recycled,
and safely disposed, as per the following format:
FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Re-Used Recycled Safely Re-Used Recycled Safely
Disposed Disposed
Plastics (incuding Packaging) - 181,887 - - 150,982 -
E-waste - - 1 - - 4
Hazardous waste - - 1,640 - - 1,426
Other waste Quantity not recorded but safely disposed through authorised vendors
PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those in their
value chains
Essential Indicators
% of workers covered by
Category
Total Health Insurance Accident Maternity benefits Paternity Benefits Day Care facilities
(A) Insurance
Number % Number % Number % Number % Number %
(B) (B/A) (C) (C/A) (D) (D/A) ( E) (E/A) (F) (F/A)
Permanent workers
Male 3,521 3,521 100.00% 3,521 100.00% 0 0.00% 0 0.00% Applicable As per
Female 33 33 100.00% 33 100.00% 33 100.00% 0 0.00% Factory
Others 22 22 100.00% 22 100.00% 0 0.00% 0 0.00% Act
Total 3,554 3,554 100.00% 3,554 100.00% 33 1.00% 0 0.00%
Other than Permanent workers
Male 10,249 9006 87.87% 9,006 87.87% 0 0.00% 0 0.00% Applicable As per
Female 883 826 93.54% 826 93.54% 826 93.54% 0 0.00% Factory
Others 26 26 100.00% 26 100.00% 0 0.00% 0 0.00% Act
Total 11,158 9,832 88.12% 9,832 88.12% 826 7.40% 0 0.00%
c. Spending on measures towards well-being of employees and workers (including permanent and other than
permanent) in the following format –
FY 2024 FY 2023
Current Financial Year Previous Financial Year
Cost incurred on well being measures as a % 0.12% 0.12%
of total revenue of the company
2. Details of retirement benefits, for Current Financial Year and Previous Financial Year.
Benefits FY 2024 FY 2023 Remarks
(Current Financial Year) (Previous Financial Year)
No. of No. of Deducted No. of No. of Deducted
employees workers and employees workers and
covered as covered as deposited covered as covered deposited
% of total % of total with the % of total as % of with the
employees workers authority employees total authority
(Y/N/N.A.) workers (Y/N/N.A.)
PF 100% 100% Y 100% 100% Y PF AS PER EPF &
MISC PROVISION ACT
Gratuity 100% 100% Y 100% 100% Y GRATUITY AS
PER PAYMENT OF
GRATUITY ACT
ESI 100% 100% Y 100% 100% Y ESI AS PER
EMPLOYEE STATE
INSURANCE ACT
Others - - - N.A - - N.A -
please sepcify
3. Accessibility of workplaces
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the
requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by
the entity in this regard.
Yes
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so,
provide a web-link to the policy.
No
5. Return to work and Retention rates of permanent employees and workers that took parental leave - FY 2024
6. Is there a mechanism available to receive and redress grievances for the following categories of employees
and worker? If yes, give details of the mechanism in brief.
Yes/No
(If Yes, then give details of the mechanism in brief)
Permanent Workers
Yes, the Company has multiple mechanisms to redress
Other than Permanent Workers
grievances as per below links as available on the
Permanent Employees
website of the Company.
Other than Permanent Employees
https://varunbeverages.com/wp-content/uploads/2023/08/25-Grievance-Redressal-Policy.pdf
https://varunbeverages.com/wp-content/uploads/2023/03/21-VIGIL-MECHANISM-POLICY.pdf
https://varunbeverages.com/wp-content/uploads/2023/03/4-POSH-Policy.pdf
7. Membership of employees and worker in association(s) or Unions recognised by the listed entity:
Total (A) No. (B) % (B/A) Total (A) No. (B) % (B/A)
Employees
Workers
Remarks - We have an annual appraisal process, where performance is assessed through ratings system. At the Sales unit level,
performance is monitored month on month through target achievement. At Plant level performance is monitored through KPI’s.
b. What are the processes used to identify work-related hazards and assess risks on a routine and non-
routine basis by the entity?
Yes (Identified by concern government offices)
c. Whether you have processes for workers to report the work related hazards and to remove themselves
from such risks. (Yes/No)
Yes, all workers can reach out to management to address their concerns regarding working conditions,
human rights, etc.
d. Do the employees/ worker of the entity have access to non-occupational medical and healthcare services?
(Yes/No)
Yes, medical advise is available for workers and employees at the plant level.
12. Describe the measures taken by the entity to ensure a safe and healthy work place.
Working Conditions 0 0 - 0 0 -
15. Provide details of any corrective action taken or underway to address safety-related incidents (if any) and on
significant risks / concerns arising from assessments of health & safety practices and working conditions.
There were no significant risk or concern arising from assessments of health & safety practices and working
conditions, however we have undertaken following preventive measures:
i. Formation of Safety Committee to formulate best health & safety practices and working conditions.
Leadership Indicators
1. Does the entity extend any life insurance or any compensatory package in the event of death of (A) Employees
(Y/N) (B) Workers (Yes/No).
(A) Yes; (B) Yes
2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited
by the value chain partners.
Yes- for PF & ESI
All the contractors working with us are registered with PF & ESI authorities and they have been allotted separate
code number by respective authorities. They are depositing the contributions as and when due and they share
back the challans of the deposits made to the authorities.
Total no. of affected employees/ workers No. of employees/workers that are rehabilitated
and placed in suitable employment or whose family
members have been placed in suitable employment
4.
Does the entity provide transition assistance programs to facilitate continued employability and the
management of career endings resulting from retirement or termination of employment? (Yes/ No/ NA)
Yes
The above table is related with material supplier. All the manpower deployed to the factory/Office by various
manpower supply companies are governed by the respective labour laws of that company/Plant.
6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising from
assessments of health and safety practices and working conditions of value chain partners.
All the manpower deployed to the factory/Office by various manpower supply companies are governed by the
respective labour laws of the state concerned.
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders
Essential Indicators
1. Describe the processes for identifying key stakeholder groups of the entity.
Refer “Stakeholder communications” section (Page 42-43) in Sustainability Report
2.
List stakeholder groups identified as key for your entity and the frequency of engagement with each
stakeholder group.
Refer “Stakeholder communications” section (Page 42-43) in Sustainability Report
Leadership Indicators
1. Provide the processes for consultation between stakeholders and the Board on economic, environmental, and
social topics or if consultation is delegated, how is feedback from such consultations provided to the Board.
Refer “Stakeholder communications” section (Page 42-43) in Sustainability Report
2. Whether stakeholder consultation is used to support the identification and management of environmental, and
social topics. If so, provide details of instances as to how the inputs received from stakeholders on these topics
were incorporated into policies and activities of the entity.
No such instances
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/
marginalized stakeholder groups.
No such instances
1.
Employees and workers who have been provided training on human rights issues and policy(ies) of the entity, in
the following format:
Employees
Workers
2. Details of minimum wages paid to employees and workers, in the following format:
Note: Since Independent Directors received no remuneration, except sitting fee for attending Board/ Committee meetings, the
required details are not applicable. Further, for the purpose of calculation of median remuneration of KMP, remuneration paid to
Mr. Lalit Malik has not been considered due to cessation as KMP with effect from May 13, 2024.
b. Gross wages paid to females as % of total wages paid by the entity, in the following format:
FY 2024 FY 2023
Current Financial Year Previous Financial Year
Gross wages paid to females as % of total 5.94% 5.19%
wages
4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or issues
caused or contributed to/by the business? (Yes/No)
All employees can reach out to management to address their concerns & we also have grievance redressal
mechanism.
5. Describe the internal mechanisms in place to redress grievances related to human rights issues.
We have an internal grievance redressal mechanism through which grievance get redressed. However, if the
grievance is not settled by the internal committee then concern person is free to approach the government forum.
FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Filed Pending Remarks Filed Pending Remarks
during the resolution during the resolution
year at the end year at the end
of the year of the year
Sexual Harassment Nil Nil - Nil Nil -
Discrimination at workplace Nil Nil - Nil Nil -
Child Labour Nil Nil - Nil Nil -
Forced Labour/ Involuntary Nil Nil - Nil Nil -
Labour
Wages Nil Nil - Nil Nil -
Other human rights related Nil Nil - Nil Nil -
issues
7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, in the following format:
FY 2024 FY 2023
Current Financial Year Previous Financial Year
Total Complaints reported under Sexual Nil Nil
Harassment on of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013 (POSH)
Complaints on POSH as a % of female Nil Nil
employees / workers
Complaints on POSH upheld Nil Nil
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment cases.
All employees can reach out to management to address their concerns & we are also governed by POSH &
Grievance redressal mechanism.
9. Do human rights requirements form part of your business agreements and contracts? (Yes / No)
Yes, As per Labour laws and/or other applicable laws
11. Provide details of any corrective actions taken or underway to address significant risks /concerns arising from
the assessments at Question 9 above.
We are strictly following the labour laws in which all above 6 points are covered, so far we have not been prosecuted
for any deviations. All employees can reach out to the management to address any significant risks /concerns
regarding their work environment.
Leadership Indicators
1. Details of a business process being modified / introduced as a result of addressing human rights grievances/
complaints.
We have had no such concerns in the past. However, all employees can reach out to the management to address
any significant risks /concerns regarding their work environment.
2. Details of the scope and coverage of any Human rights due-diligence conducted
No such due-diligence conducted during the year.
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights
of Persons with Disabilities Act, 2016?
Yes
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
Essential Indicators
1. Details of total energy consumption and energy intensity, in the following format:
Parameter Units FY 2024 FY 2023
(Current Financial (Previous Financial
Year) Year)
Revenue from Operations ` in million 143,486.00 126,328.26
Units FY 2024 FY 2023
(Current Financial (Previous Financial
Year) Year)
From renewable sources
Total electricity consumption (A) Solar and Wind million kWH units 78.96 57.70
Total fuel consumption (B) million kWH units - -
Energy consumption through other sources (C) million kWH units - -
Total energy consumed from renewable sources million kWH units 78.96 57.70
(A+B+C)
From non-renewable sources
Total electricity consumption (D) million kWH units 407.55 363.37
Total fuel consumption (E) million kWH units 13.87 14.31
Energy consumption through other sources (F) million kWH units - -
Total energy consumed from non renewable million kWH units 421.42 377.68
sources (D+E+F)
Total energy consumed (A+B+C+D+E+F) million kWH units 500.38 435.38
Energy intensity per rupee of turnover (Total kWH / per rupee 0.003 0.003
energy consumption/Revenue from operations) of turnover
Energy intensity per rupee of turnover adjusted kWH / per rupee NA NA
for Purchasing Power Parity (PPP) (Total energy of turnover
consumed / Revenue from operations adjusted
for PPP)
Energy intensity in terms of physical output kWH / per 8oz 0.61 0.60
case of production
volume
Energy intensity (optional) - the relevant metric - -
may be selected by the entity
Note: Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
agency? (Y/N) If yes, name of the external agency.
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance,
Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set under
the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action
taken, if any.
Not Applicable
3. Provide details of the following disclosures related to water, in the following format:
(in million liters)
Parameter FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Water withdrawal by source
(i) Surface water 1,587 1,856
(ii) Groundwater 5,688 4,648
(iii) Third party water - -
(iv) Seawater / desalinated water - -
(v) Others - -
Total volume of water withdrawal (i + ii + iii + iv + v) 7,275 6,504
Total volume of water consumption 4,651 4,143
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
Yes, DQS (Deutsch Quality Systems India Private Limited)
5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and
implementation.
No, the entity has not implemented a mechanism for Zero Liquid Discharge, however the company has adopted
various improvement process for better water management:
• Low glass mix and more efficient new lines
• Air Scoring to complete in all the plants
• Connect all filters (ACF / PSF) for water recovery
• Optimize drainage timing at ACF / PSF (Optimization to standard 5 minutes drain time)
• Bottle washer recovery to complete. High volume glass line
• RO at ETPs at selective locations. Sample plant high volume to choose
• RO Efficiency to improve whereever RO recovery < Designed recovery
• Sensors / Foot operated taps for hand wash at plants
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & intensity, in the following format:
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency?
(Y/N) If yes, name of the external agency.
Yes, DQS (Deutsch Quality Systems India Private Limited)
8. Does the entity have any project related to reducing Green House Gas emission? If Yes, then provide details.
Yes, The Company has taken several environmental initiatives which showcases commitment to sustainable
practices:
i. Procurement of Energy efficient machines
ii. Increase in Rooftop Solar Power Generation
iii. Energy efficient Visi coolers
iv. Conduction of Plantation Drive
v. Use of Electric Vehicles for last mile delivery
Also, Refer “Sustained climate action: Reducing our carbon footprint” section (Page 72-73) in Sustainability Report
9. Provide details related to waste management by the entity, in the following format:
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y/N) If yes,
name of the external agency.
No. However, Plastic waste recycling data is reported on CPCB portal as per EPR guidelines.
10.
Briefly describe the waste management practices adopted in your establishments. Describe the strategy
adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes
and the practices adopted to manage such wastes.
We do segregation of all type of waste at source and store wastes in designated areas only. Wastages are closely
monitored on daily, weekly and monthly basis and are directly linked with plant KPIs. Approximately more than 90-98%
waste (broken glass, plastic bottles, cartons, metal waste etc) goes for recycling. Unit has effective ETP operation
combined with aeration and anaerobic system wherein effective operational controls ensures very limited quantity of
ETP sludge generation as a hazardous waste. ETP sludge is safely collected in Hazardous waste storage area and finally
disposal is done to pollution control board approved TSDF facility for landfill. Unit is not using any toxic chemicals.
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable laws, in
the current financial year:
Name and EIA Date Whether conducted by Results communicated Relevant
brief details Notification No. independent external agency in public domain Web link
of project (Yes / No) (Yes / No)
Not Applicable
13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the
Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment
protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances, in the following
format:
Yes
Leadership Indicators
1. Water withdrawal, consumption and discharge in areas of water stress (in million liters):
For each facility/plant located in areas of water stress, provide the following information:
(i) Name of the area: All the plants which are located in water stressed areas
(ii) Nature of operations: Manufacturing of Beverages
(iii) Water withdrawal, consumption and discharge in the following format:
(in million liters)
Parameter FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Water withdrawal by source
(i) Surface water 593 575
(ii) Groundwater 1,532 1,603
(iii) Third party water - -
(iv) Seawater / desalinated water - -
(v) Others - -
Total volume of water withdrawal 2,124 2,178
Total volume of water consumption 1,403 1,418
Water intensity per rupee of turnover (Water consumed / 0.01 0.01
turnover)
Water intensity (Optional) - the relevant metric may be - -
selected by the entity
Water discharge by destination and level of treatment
(i) Into Surface water - -
- No treatment - -
- With treatment - please specify level of treatment - -
(ii) Into Groundwater - -
- No treatment - -
- With treatment - please specify level of treatment - -
(iii) Into Seawater - -
- No treatment - -
- With treatment - please specify level of treatment - -
2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
3. With respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide
details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention
and remediation activities.
Not Applicable
4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve
resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide
details of the same as well as outcome of such initiatives, as per the following format:
Sr. No. Initiative undertaken Details of the initiative (Web-link, if any, Outcome of the initiative
may be provided along-with summary)
1 Plastic Waste Engaged Gem Enviro Management Limited for Reduction in plastic waste
Management phased implementation (upto 100%) recycling
of used Plastic Wastes from end users.
2 Water Conservation Engaged DQS India Pvt. Ltd which verifies Reduction in wastage of
water mass balance and we also undertook water
several other initiatives towards water
conservation and water recharge.
4 Use of fuels like biomass The company is proactive in adopting new Reduction in Green House
for steam generation, technologies that use cleaner fuels of energy. Gases
increasing renewable Commissioned rooftop solar plants in most
energy contribution of our manufacturing plants and entered
into open access solar and wind power for
few manufacturing locations to increase the
renewable energy contribution of our overall
electricity consumption and redesigned the
power generation units at many locations.
5 Installation of Effluent Plants have installed online monitoring Effluents are treated and
Treatment Plant Systems in Effluent Treatment Plant as well as discharged under prescribed
Boiler emissions for all time compliance which limits thereby remain well
is being monitored by CPCB on real time basis. within the prescribed norms
and consent conditions.
5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ web link.
Yes; Unit does have Disaster/Emergency preparedness and response plan for business continuity. This includes all
possible emergencies like Fire, Ammonia or CO2 leakage , any major safety accidents, Chemical leakage, Natural
Calamity (flood, cyclone, earthquake) or pandemic situation like Covid 19. To ensure unit readiness plant is also
exercising mock drill on six monthly frequency. In past unit has also successfully demonstrated to respond any
emergency situation in past. Such one example is to ensure business continuity during Covid times by implementing
effective control mechanism to avoid Covid 19 spread. Unit has successfully operated production during pandemic
time by adapting all the established measures.
6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity. What
mitigation or adaptation measures have been taken by the entity in this regard.
In order to continously reduce the Company environment footprint, the company is improving efficiencies,
especially on critical resources such as Water, fuel and energy, optimizing the resource consumption and minimising
wastages, increasing green cover in manufacturing plants and also developing outside establishments. Company
also reduced weight of Closures and Preforms over the years to contribute towards environment sustainability.
Company also implemented water consumption optimization measures and water recovery and reuse of the water
across all plants.
7. Percentage of value chain partners (by value of business done with such partners) that were assessed for
environmental impacts.
90%+ of Raw material suppliers, 90%+ of Capex suppliers and 90%+ of Distributors are covered for assessment.
PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that
is responsible and transparent
Essential Indicators
1. a. Number of affiliations with trade and industry chambers/associations.
5
b. List the top 10 trade and industry chambers/ associations (determined based on the total members
of such body) the entity is a member of/ affiliated to.
S. No. Name of the trade and industry chambers/ associations Reach of trade and industry chambers/
associations (State/National)
1 Federation of Indian Chambers of Commerce and Industry National
2 PHD Chamber of Commerce and Industry National
3 Confederation of Indian Industry (CII) National
4 The Associated Chambers of Commerce and Industry of India National
5 Action Alliance for Recycling Beverage Cartons National
2. Provide details of corrective action taken or underway on any issues related to anti-competitive conduct by
the entity, based on adverse orders from regulatory authorities.
Not Applicable
Essential Indicators
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in
the current financial year.
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken
by your entity, in the following format:
S.No. Name of Project State District No. of Project % of PAFs Amounts paid
for which R&R is Affected Families covered by R&R to PAFs n the
ongoing (PAFs) FY (In `)
Not Applicable
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers:
FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Directly sourced from MSMEs/ small producers 7.38% 6.66%
Directly from within India 91.84% 94.44%
5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers
employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total
wage cost
FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Metropolitan 5% 6%
(Place to be categorized as per RBI Classification System - rural / semi-urban / urban / metropolitan)
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback
VBL Consumer response programme is developed to promptly resolve consumer concerns & grievances, which
ensures that consumer/ customer is responded with courtesy and in timely manner. The Mechanism helps the
organization to remain consumer centric, establish top down approach to build trust and strengthen transparency
while addressing their queries and concerns:
The Complaints are lodged by consumer (via Toll Free no. available on label & crown), arranged and sorted by the
PepsiCo Consumer Response System (CRS) representative who then, forwards the same to VBL after logging in
on Wilke portal. VBL Plant team & Consumer Care / Complaint Management System (CCMS) coordinator review
auto generated email containing relevant details of the Complaint which are then investigated by VBL Plant team,
Regional Quality Coordinator (RQC) & CCMS coordinator and the complaint is attended by Customer Relationship
Executive (CRE) to address the concern simultaneously. After detailed analysis of each reported complaints by all
the plants root cause analysis is carried out and Corrective and Preventive Actions are taken by plant team.
Plants then, initiate an improvement plan to mitigate reoccurrence of concern and to pacify & satisfy the consumer.
Feedback:
Feedback is sent to PepsiCo CRS team by CCMS coordinator and Pepsi International (PI) Team connects & respond
to consumer, subsequently on SOS basis.
The Complaints in VBL are tracked and reviewed monthly on the basis of it’s nature, flavour, category and plant.
2. Turnover of products and/ services as a percentage of turnover from all products/service that carry information
about:
We understand that we provide these information on the labels of our products like ‘crush bottle after use’,
recycable package mark, throw in dustbin mark, safe and responsible use instructions on energy drink (Sting), etc.
FY 2024 FY 2023
(Current Financial Year) (Previous Financial Year)
Received Pending Remarks Received Pending Remarks
during resolution at during resolution at
the year the end of year the year the end of year
Data privacy NIL N.A NIL N.A
Advertising NIL N.A NIL N.A
Cyber-security NIL N.A NIL N.A
Delivery of Essential Services NIL N.A NIL N.A
Restrictive Trade Practices NIL N.A NIL N.A
Unfair Trade Practices NIL N.A NIL N.A
Other - No. of complaints 1,084 7 The 1,223 17 The
received through PepsiCo pending pending
Customer Care complaints complaints
were were
resolved in resolved in
subsequent subsequent
months months
5. Does the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No)
If available, provide a web-link of the policy.
Yes, https://varunbeverages.com/privacy
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of
essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls;
penalty / action taken by regulatory authorities on safety of products / services.
NIL
7 Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery of
essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls;
penalty / action taken by regulatory authorities on safety of products / services.
a. Number of instances of data breaches
0
Leadership Indicators
1. Channels / platforms where information on products and services of the entity can be accessed (provide web
link, if available).
https://www.varunbeverages.com/our-products/
2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or services.
https://www.pepsico.com/docs/default-source/sustainability-and-esg-topics/pepsico-policy-on-responsibl
e-advertising-and-marketing-to-children.pdf?sfvrsn=f7901072_3#:~:text=Additionally%2C%20PepsiCo%20
will%20not%20advertise,pledge%20programs%20(Pledge%20Programs)
3 Does the entity display product information on the product over and above what is mandated as per local
laws?
If yes, provide details in brief.
Did your entity carry out any survey with regard to consumer satisfaction relating to the major products /
services of the entity, significant locations of operation of the entity or the entity as a whole?
We display all the mandatory product information on the product over as per the requirements of the regulatory
authorities.
Key audit matter How our audit addressed the key audit matter
Impairment assessment of intangible assets Our audit procedures included, but were not limited, to the
including Goodwill following:
Key audit matter How our audit addressed the key audit matter
The Group carries Goodwill and franchisee rights/ • Assessed the process by which management prepared
trademarks as intangible assets having indefinite its cash flow forecasts and held discussions with
life amounting to ` 3,009.37 million and ` 8,946.08 management to understand the assumptions used
million respectively, that are required to be tested and estimates made by them for determining such
for impairment by the management on an annual projections;
basis in accordance with Ind AS 36, Impairment of
•
Tested the design and operating effectiveness
Assets.
of internal controls over such identification and
impairment test procedures;
The aforesaid assessment of the impairment
testing involves significant judgement around the • Assessed the appropriateness of the Group’s
determination of the recoverable amounts, being accounting policies, including those relating to
the higher of value in use and fair value less costs recognition, measurement and impairment of
of disposal. Recoverable amounts are based on intangibles by comparing with the applicable Ind AS;
management’s view of the future cash flows and
•
Reviewed the valuation report obtained by the
prospects of the business, the appropriate discount
management from an independent valuer for
rates and other industry specific risk factors.
Franchise rights and assessed the professional
competence, skills and objectivity for performing the
The key judgements in determining the recoverable
required valuations;
amounts relates to the forecast of future cash
flows based on strategy using macroeconomic • Assessed the appropriateness of the significant
assumptions such as industry growth, inflation assumptions as well as the Group’s valuation model
and expected growth in market share, capital with the support of auditor’s valuation specialists, who
expenditure and working capital requirements, assess the reasonableness of assumptions used and
among others. valuation methodology applied relating to discount
rate, risk premium, industry growth rate etc. This
Changes in the management forecasts or included a discussion of the expected development of
assumptions can impact the assessment of the the business and results as well as of the underlying
discounted cash flows. assumptions used with those responsible for the
planning process;
Considering the materiality of the amounts
•
Assessed the robustness of financial projections
involved and significant degree of judgement
prepared by the management by comparing
and subjectivity involved in the estimates and key
projections for previous financial years with actual
assumptions used in determining the forecasted
results realised and discussed significant deviations, if
cash flows used in the impairment evaluation, which
any, with the management;
are dependent on current and future economic
factors and trading conditions varying for different •
Tested mathematical accuracy of the projections
economic and geographical territories, impairment and performed a sensitivity analysis for reasonably
assessment of Goodwill and the franchise rights/ possible changes in the sales growth, discount rate
trademarks was determined as a key audit matter. applied and the long-term growth rate; and
•
Evaluated the adequacy and appropriateness of
disclosures made by the Group in the consolidated
financial statements, as required by the applicable
provisions of the Act and Ind AS.
Claims, Appeals and Litigations – provisions and Our audit procedures included, but were not limited to, the
contingent liabilities following:
Business Combination Our audit procedures included, but were not limited, to the
following:
As set out in note 50 to the consolidated financial
statements, the Group has completed the • Obtained and understood the terms of the arrangement
acquisition of 95% share capital in “The Beverage underlying the business acquisition made by the
Company Proprietary Limited” on 26 March Holding Company during the year to confirm the
2024 for a purchase consideration amounting to determination of control and the acquisition date in
` 4,037.26, as per terms of the definitive documents accordance with Ind AS 103;
executed in this regard.
•
Assessed the competence and objectivity of the
This acquisition has been concluded as a management’s expert and gained an understanding of
business combination under Ind AS 103, ‘Business the work done by the management’s valuation expert.
Combinations’ and has resulted in recognition of
•
Obtained report of the management’s external
goodwill, franchise rights, own brands, distribution
valuation specialist for the valuations performed
networks, apart from other identifiable assets and
of assets and liabilities acquired for the purpose of
liabilities acquired. The Company has performed
purchase price allocation;
a purchase price allocation by allocating the
purchase consideration paid to the respective • Involved our auditor’s valuation experts to assist us in
fair values of the assets and liabilities acquired as validating the valuation assumptions and methodology
above. considered by the management’s expert to allocate
the purchase price to identifiable assets and liabilities;
Key audit matter How our audit addressed the key audit matter
The identification and valuation of acquired assets •
Assessed the reasonableness of the management
and liabilities including intangible assets involve estimates and judgements used to fair value the
significant management judgement in terms of identifiable assets and liabilities and identifiable
making estimates and assumptions including the intangible assets acquired;
discount rate and growth rate assumptions which
•
Evaluated the appropriateness and adequacy of
have high estimation uncertainty.
disclosures given in the consolidated financial
Considering the materiality of the amount statements, including disclosure of significant
involved and significant degree of judgement assumptions and judgements, in accordance with
and subjectivity involved in the estimates and applicable accounting standards.
assumptions used in determining the fair value of
assets and liabilities acquired, we have determined
the accounting for business combination as a key
audit matter for the current year audit.
Information other than the Consolidated financial statements that give a true and fair view of the
Financial Statements and Auditor’s Report consolidated financial position, consolidated financial
thereon performance including other comprehensive income,
6.
The Holding Company’s Board of Directors are consolidated changes in equity and consolidated
responsible for the other information. The other cash flows of the Group including its associates and
information comprises the information included in joint venture in accordance with the Ind AS specified
the Management Discussion and Analysis Report under section 133 of the Act read with the Companies
on Corporate Governance and Director’s Report, (Indian Accounting Standards) Rules, 2015, and
but does not include the consolidated financial other accounting principles generally accepted in
statements and our auditor’s report thereon. India. The Holding Company’s Board of Directors are
also responsible for ensuring accuracy of records
Our opinion on the consolidated financial statements including financial information considered necessary
does not cover the other information and we do not for the preparation of consolidated Ind AS financial
express any form of assurance conclusion thereon. statements. Further, in terms of the provisions of
the Act the respective Board of Directors of the
In connection with our audit of the consolidated companies included in the Group, and its associate
financial statements, our responsibility is to read the companies and joint venture company covered
other information and, in doing so, consider whether under the Act are responsible for maintenance of
the other information is materially inconsistent adequate accounting records in accordance with the
with the consolidated financial statements or our provisions of the Act for safeguarding the assets of
knowledge obtained in the audit or otherwise the Group and for preventing and detecting frauds
appears to be materially misstated. If, based on the and other irregularities; selection and application of
work we have performed, we conclude that there is a appropriate accounting policies; making judgments
material misstatement of this other information, we
and estimates that are reasonable and prudent;
are required to report that fact. We have nothing to
and design, implementation and maintenance of
report in this regard.
adequate internal financial controls, that were
operating effectively for ensuring the accuracy and
Responsibilities of Management and Those
completeness of the accounting records, relevant
Charged with Governance for the Consolidated
to the preparation and presentation of the financial
Financial Statements
statements that give a true and fair view and are free
7. The accompanying consolidated financial statements
from material misstatement, whether due to fraud
have been approved by the Holding Company’s
or error. These financial statements have been used
Board of Directors. The Holding Company’s Board
for the purpose of preparation of the consolidated
of Directors are responsible for the matters stated
financial statements by the Board of Directors of the
in section 134(5) of the Act with respect to the
Holding Company, as aforesaid.
preparation and presentation of these consolidated
11.
As part of an audit in accordance with Standards •
Evaluate the overall presentation, structure
on Auditing specified under section 143(10) of the and content of the financial statements,
Act we exercise professional judgment and maintain including the disclosures, and whether the
professional skepticism throughout the audit. financial statements represent the underlying
We also: transactions and events in a manner that
achieves fair presentation; and
•
Identify and assess the risks of material
misstatement of the consolidated financial •
Obtain sufficient appropriate audit evidence
statements, whether due to fraud or error, regarding the financial statements of the
design and perform audit procedures responsive entities or business activities within the
to those risks, and obtain audit evidence that Group, and its associates and joint venture,
is sufficient and appropriate to provide a basis to express an opinion on the consolidated
for our opinion. The risk of not detecting a financial statements. We are responsible for the
material misstatement resulting from fraud direction, supervision and performance of the
is higher than for one resulting from error, as audit of financial statements of such entities
fraud may involve collusion, forgery, intentional included in the financial statements, of which
omissions, misrepresentations, or the override we are the independent auditors. For the other
of internal control; entities included in the financial statements,
15.
We did not audit the financial statements of fourteen
Report on Other Legal and Regulatory
subsidiaries, whose financial statements reflects
Requirements
total assets of ` 73,775.58 million as at 31 December
2024, total revenues of ` 72,166.86 million and 16. As required by section 197(16) of the Act based on
net cash inflows amounting to ` 236.23 million for our audit and on the consideration of the reports
of one of the joint auditors and the other auditors,
the year ended on that date, as considered in the
referred to in paragraph 15, on separate financial
consolidated financial statements. Out of the above,
statements of the subsidiaries, associates and joint
financial statement of one subsidiary included in the
venture, we report that the Holding Company and
Statement whose financial statement reflects total
one subsidiary incorporated in India whose financial
assets of ` 2,906.75 million as at 31 December 2024,
statements have been audited under the Act have
total revenues of ` 1,729.54 million, and net cash paid remuneration to their respective directors
outflows of ` (81.91) million for the year ended on during the year in accordance with the provisions
that date, as considered in the consolidated financial of and limits laid down under section 197 read with
statements have been audited by one of the joint Schedule V to the Act. Further, we report that the
auditors, O P Bagla & Co LLP. provisions of section 197 read with Schedule V to
the Act are not applicable to Fifteen subsidiaries,
The consolidated financial statements also include Two associates and one joint venture Company,
the Group’s share of net loss (including other since none of such companies is a public company
comprehensive income) of ` 14.78 million for the as defined under section 2(71) of the Act.
venture covered under the Act, and the associates and joint venture company
operating effectiveness of such controls, refer respectively that, to the best of their
to our separate report in ‘Annexure II’ wherein knowledge and belief, as disclosed in
we have expressed an unmodified opinion; and note 61(e) to the consolidated financial
statements, no funds have been
h) With respect to the other matters to be included
advanced or loaned or invested (either
in the Auditor’s Report in accordance with Rule
from borrowed funds or securities
11 of the Companies (Audit and Auditors) Rules,
premium or any other sources or kind
2014 (as amended), in our opinion and to the
of funds) by the Holding Company
best of our information and according to the
or its subsidiary company, associates
explanations given to us and based on the
and joint venture company to or in
consideration of the report of one of the joint
any person(s) or entity(ies), including
auditors and other auditors on separate financial
foreign entities (‘the intermediaries’),
statements and other financial information
with the understanding, whether
of the subsidiary, associates and joint venture
recorded in writing or otherwise,
incorporated in India whose financial statements
that the intermediary shall, whether,
have been audited under the Act:
directly or indirectly lend or invest in
i.
The consolidated financial statements other persons or entities identified
disclose the impact of pending litigations in any manner whatsoever by or on
on the consolidated financial position of behalf of the Holding Company, or any
the Group, its associates and joint venture such subsidiary company, associates
as detailed in Note 43 to the consolidated and joint venture company (‘the
financial statements; Ultimate Beneficiaries’) or provide
any guarantee, security or the like on
ii.
The Holding Company, its subsidiary behalf the Ultimate Beneficiaries;
companies, associates and joint venture
company did not have any long-term b.
The respective managements of the
contracts including derivative contracts for Holding Company and its subsidiary
which there were any material foreseeable company, associates and joint venture
losses as at 31 December 2024; company incorporated in India whose
financial statements have been audited
iii.
There has been no delay in transferring under the Act have represented to
amounts, required to be transferred, to us and one of the joint auditor and
the Investor Education and Protection other auditors of such subsidiary
Fund by the Holding Company during company, associates and joint venture
the year ended 31 December 2024. There company respectively that, to the
were no amounts which were required to best of their knowledge and belief,
be transferred to the Investor Education as disclosed in the note 61(f) to the
and Protection Fund by the subsidiary accompanying consolidated financial
company, associates and joint venture statements, no funds have been
covered under the Act, during the year received by the Holding Company or
ended 31 December 2024; its subsidiary company, associates
and joint venture company from any
iv. a.
The respective managements of the person(s) or entity(ies), including
Holding Company and its subsidiary foreign entities (‘the Funding Parties’),
company, associates and joint venture with the understanding, whether
company incorporated in India whose recorded in writing or otherwise,
financial statements have been audited that the Holding Company, or any
under the Act have represented to us such subsidiary company, associates
and one of the joint auditor and other and joint venture company shall,
auditors of such subsidiary company,
c.
In the absence of reporting As proviso to Rule 3(1) of the Companies
on compliance with audit trail (Accounts) Rules, 2014 applies to the Company
requirements in the independent for the financial year commencing on 01
auditor’s report for accounting January 2024, hence, reporting under Rule
software used by two associates 11(g) of Companies (Audit and Auditors) Rules,
for the period 01 April 2024 to 31 2014 on preservation of audit trail as per the
December 2024, on account of statutory requirements for record retention
different financial years adopted by is not applicable for the financial year ended
these Companies, we are unable to 31 December 2024.
comment on whether the audit trail
feature of the accounting softwares
in the companies were enabled and
operated through the period form
01 April 2024 to 31 December 2024.
Holding Company
1. Varun Beverages Limited
Subsidiaries
1. Varun Beverages (Nepal) Private Limited
12. The Beverage Company Proprietary Limited, South Africa (with effect from 26 March 2024)
13. The Beverage Company Bidco Proprietary Limited (with effect from 26 March 2024)
14. Little Green Beverages Proprietary Limited (with effect from 26 March 2024)
16. Varun Foods (Zimbabwe) (Private) Limited (with effect from 22 May 2024)
Associates
1. Clean Max Tav Private Limited
Joint Venture
1. IDVB Recycling Operations Private Limited
Annexure II
Independent Auditor’s Report on the internal financial controls with reference to Consolidated financial statements
under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (‘the Act’)
1. In conjunction with our audit of the consolidated the Standards on Auditing issued by the Institute of
financial statements of Varun Beverages Limited (‘the Chartered Accountants of India (‘ICAI’) prescribed
Holding Company’) and its subsidiaries (the Holding under Section 143(10) of the Act, to the extent
Company and its subsidiaries together referred to as applicable to an audit of internal financial controls with
‘the Group’), its associates and joint venture as at reference to financial statements, and the Guidance
and for the year ended 31 December 2024, we have Note on Audit of Internal Financial Controls Over
audited the internal financial controls with reference Financial Reporting (‘the Guidance Note’) issued by
to financial statements of the Holding Company, its the ICAI. Those Standards and the Guidance Note
subsidiary company, its associate companies and require that we comply with ethical requirements
joint venture company, which are companies covered and plan and perform the audit to obtain reasonable
under the Act, as at that date. assurance about whether adequate internal financial
controls with reference to financial statements were
Responsibilities of Management and Those established and maintained and if such controls
Charged with Governance for Internal Financial operated effectively in all material respects.
Controls
2.
The respective Board of Directors of the Holding 4.
Our audit involves performing procedures to
Company, its subsidiary company, its associate obtain audit evidence about the adequacy of the
companies and joint venture company, which are internal financial controls with reference to financial
companies covered under the Act, are responsible statements and their operating effectiveness. Our
for establishing and maintaining internal financial audit of internal financial controls with reference
controls based on the internal financial controls to financial statements includes obtaining an
with reference to financial statements criteria understanding of such internal financial controls,
established by the Company considering the assessing the risk that a material weakness exists,
essential components of internal control stated in and testing and evaluating the design and operating
the Guidance Note on Audit of Internal Financial effectiveness of internal control based on the
Controls over Financial Reporting issued by the assessed risk. The procedures selected depend on
Institute of Chartered Accountants of India. These the auditor’s judgement, including the assessment
responsibilities include the design, implementation of the risks of material misstatement of the financial
and maintenance of adequate internal financial statements, whether due to fraud or error.
controls that were operating effectively for ensuring
the orderly and efficient conduct of the Company’s 5. We believe that the audit evidence we have obtained
business, including adherence to the Company’s and the audit evidence obtained by the other
policies, the safeguarding of its assets, the prevention auditors in terms of their reports referred to in the
and detection of frauds and errors, the accuracy and Other Matter paragraph below, is sufficient and
completeness of the accounting records, and the appropriate to provide a basis for our audit opinion
timely preparation of reliable financial information, on the internal financial controls with reference to
as required under the Act. financial statements of the Holding Company, its
subsidiary company and joint venture company as
Auditor’s Responsibility for the Audit of the aforesaid.
Internal Financial Controls with Reference to
Financial Statements Meaning of Internal Financial Controls with
3.
Our responsibility is to express an opinion on Reference to Financial Statements
the internal financial controls with reference to 6. A company’s internal financial controls with reference
financial statements of the Holding Company, its to financial statements is a process designed to
subsidiary company, its associate companies and provide reasonable assurance regarding the reliability
joint venture company, as aforesaid, based on our of financial reporting and the preparation of financial
audit. We conducted our audit in accordance with statements for external purposes in accordance
10.
We did not audit the internal financial controls to financial statements insofar as it relates to the
with reference to financial statements in so far as aforesaid associates, which are companies covered
it relates to two associate companies, which are under the Act, is solely based on the corresponding
companies covered under the Act, in respect of internal financial controls with reference to financial
which, the Group’s share of net loss (including statements reports certified by the management
other comprehensive loss) of ` 2.28 million for
of such companies. In our opinion and according
the year ended 31 December 2024 has been
to the information and explanations given to us by
considered in the consolidated financial statements.
the management, these financial information are not
The internal financial controls with reference to
financial statements of these associate companies, material to the Group. Our opinion is not modified
which are companies covered under the Act, are in respect of the above matter with respect to
unaudited and our opinion under Section 143(3)(i) our reliance on the internal financial controls with
of the Act on adequacy and operating effectiveness reference to financial statements reports certified by
of the internal financial controls with reference the management.
The accompanying notes 1 to 63 are an integral part of the consolidated 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
B. Investing activities
Purchase of property, plant and equipment, right of use assets (37,790.10) (32,640.49)
and intangible assets (including adjustment on account of capital
work-in-progress, capital advances and capital creditors)
Proceeds from disposal of property, plant and equipment 386.37 701.31
Consideration paid for acquisition under business combination (4,018.84) -
(Net)
Investment made in associates, joint venture and other (398.98) (215.57)
Purchase of additional stake from minority of a subsidiary (2,000.00) (100.00)
Interest received 281.13 220.16
Proceeds from sale of current investments (Net) 22.47 3.51
Change in other bank balances 350.15 (867.59)
Net cash used in investing activities (B) (43,167.80) (32,898.67)
C. Financing activities
Proceeds from long-term borrowings 17,711.27 24,016.61
Repayment of long-term borrowings (55,084.16) (12,765.22)
Repayment of lease liabilities (1,558.65) (295.07)
Proceeds from short-term borrowings (Net) 1,856.96 3,812.66
Proceeds from issue of equity shares including share premium thereon 75,118.80 44.41
(QIP & ESOPs)
Interest paid (inclusive of interest paid on lease liabilities ` 404.03 (4,649.55) (2,694.42)
(31 December 2023: ` 170.04))
(` in million)
Non-current Current borrowings Lease Liabilities
borrowings* (Non-current and
current)
Balance as at 01 January 2023 30,671.17 6,276.95 1,890.02
Cash flows (Net) 11,251.39 3,812.66 (295.07)
Non-cash changes:
Recognition of lease liabilities (net) - - 749.28
Impact of fair value changes (10.74) - -
Impact of exchange fluctuations - (57.56) 25.00
Balance as at 31 December 2023 41,911.82 10,032.05 2,369.23
*includes current maturities of long-term debts amounting to ` 2,369.65 million (31 December 2023: ` 10,022.44 million). (Refer note
21A and 21C)
The accompanying notes 1 to 63 are an integral part of the consolidated 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
(` in million)
Particulars Notes Number of shares Amount
Balance as at 01 January 2023 649,549,620 6,495.50
Changes in equity share capital during the year 2023 649,665,356 0.57
B. Other Equity
(` in million)
(` in million)
options
Additions made on issue of equity share - - 74,734.51 - - - - - 74,734.51 - 74,734.51
capital pursuant to Qualified Institutions
Placement (Refer note 39)
Amount utilised for share issue expenses - - (615.38) - - - - - (615.38) - (615.38)
(Refer note 39)
Purchase of additional stake in subsidiary (1,188.54) - - - - - - - (1,188.54) (811.46) (2,000.00)
from minority
Non controlling interest recognised on - - - - - - - - - 212.49 212.49
acquisition date (Refer note 50(i))
Balance as at 31 December 2024 19 (3,483.45) 533.93 96,939.28 184.70 444.26 68,582.06 - (3,865.50) 159,335.27 1,298.07 160,633.34
# The disaggregation of changes in OCI by each type of reserves in equity is disclosed in Note 37.
**Transaction with owners in their capacity as owners.
STATUTORY REPORTS
The accompanying notes 1 to 63 are an integral part of the consolidated 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
245
Dated : 10 February 2025 Membership No. F- 5746
Summary of material accounting policies and other explanatory
information on the Consolidated Financial Statements for the year
ended 31 December 2024
1. Corporate information The CFS have been prepared on a historical cost
basis, except for the following assets and liabilities
Varun Beverages Limited (“VBL” or “the Company’’
which have been measured at fair value:
or “Holding Company” or “Parent Company”) is
a public limited Company domiciled in India. Its
i. Derivative financial instruments;
registered office is at F-2/7, Okhla Industrial Area,
Phase-I, New Delhi- 110 020. The Company’s equity ii.
Certain financial assets and liabilities measured
shares are listed on Bombay Stock Exchange at fair value (refer accounting policy regarding
Limited (BSE) and National Stock Exchange of financial instruments);
India (NSE). The Company was incorporated on 16
iii.
Defined benefit plans- plan assets measured at
June 1995 with Corporate Identification Number
fair value; and
L74899DL1995PLC069839 under the provisions of
the Companies Act 1956. iv. Share based payments;
The Consolidated Statement of Profit and Loss reflects 3. Summary of material accounting policies
the Group’s share of the results of operations of the
a) Fair value measurements
associate/joint venture. Any change in OCI of those
investees is presented as part of the Group’s OCI. In
The Group measures financial instruments
addition, when there has been a change recognised at fair value which is the price that would be
directly in the equity of the associate/joint venture, received to sell an asset or paid to transfer
Freehold land is not depreciated. b. In case the assets are acquired in a business
combination or under any asset purchase
Depreciation on property, plant and equipment is agreement, at fair value.
provided over the useful life of assets as specified in
Schedule II to the Act except where the management, Following initial recognition, intangible assets are
based on independent technical assessment, carried at cost less any accumulated amortisation
depreciates certain assets are over estimated
and accumulated impairment losses.
useful lives which are different from the useful life
prescribed in the Schedule II to the Act. Intangible assets with finite useful life are assessed
The Group has used the remaining useful lives to for impairment whenever there is an indication
compute depreciation on its property, plant and that the intangible assets may be impaired.
equipment, acquired under the business transfer
agreement based on external technical evaluation. Amortisation of other intangible assets are
amortised on a straight-line basis using the
Depreciation on property, plant and equipment
which are added/disposed off during the year is estimated useful life as follows:
provided on a pro-rata basis with reference to the
Intangible assets Useful lives (years)
month of addition/deletion.
Software 3-5 Years
The Group has technically evaluated all the property,
plant and equipment for determining the separate Market infrastructure 5-15 Years
identifiable assets having different useful lives Distribution network 6-10 Years
under the component approach. On technical
Brands 10 Years
evaluation of all separate identifiable components,
the management is of the opinion that they do
not have any different useful life from that of the The franchise rights and trademarks acquired
principal asset. as part of business combinations normally
De-recognition
The Group’s financial liabilities include trade and
other payables, loans and borrowings including A financial liability is derecognised when the
bank overdrafts and derivative financial obligation under the liability is discharged or
instruments. cancelled or expires. When an existing financial
liability is replaced by another from the same
Subsequent measurement lender on substantially different terms, or the
terms of an existing liability are substantially
The measurement of financial liabilities depends
modified, such an exchange or modification is
on their classification, as described below: treated as the de-recognition of the original
a) Contingencies a)
Useful lives of tangible/intangible
Contingent liabilities may arise from assets
the ordinary course of business in The Group reviews its estimate of
relation to claims against the Group, the useful lives of tangible/intangible
including legal, contractor, land access assets at each reporting date, based
and other claims. By their nature, on the expected utility of the assets.
266
Financial Statements for the year ended 31 December 2024
(` in million)
Land Buildings Plant and Furniture and Vehicles Office Computer Containers Post-mix Total
freehold equipment fixtures equipment equipment vending
machines and
refrigerators
(Visi Cooler)
Gross carrying amount
Balance as at 01 January 2023 7,797.60 15,541.43 43,694.33 290.23 2,064.15 401.89 326.12 5,427.93 11,981.78 87,525.46
Additions for the year 587.25 3,986.62 12,341.75 117.60 2,122.24 112.60 97.53 1,557.21 724.81 21,647.61
Disposals/adjustments for the year (12.49) (273.73) (1,364.31) (0.19) (125.57) (5.74) (11.80) (918.86) (318.33) (3,031.02)
Foreign currency translation difference 60.07 (44.35) (11.55) (1.19) (10.19) (0.39) (2.30) (147.26) 35.63 (121.53)
Balance as at 31 December 2023 8,432.43 19,209.97 54,660.22 406.45 4,050.63 508.36 409.55 5,919.02 12,423.89 106,020.52
Accumulated depreciation and impairment
Balance as at 01 January 2023 - 3,531.23 15,596.24 183.59 1,610.47 249.22 222.80 2,416.92 9,299.21 33,109.68
Depreciation charge for the year - 626.97 3,471.30 29.42 198.02 58.80 48.83 940.08 1,035.62 6,409.04
Reversal on disposals/adjustments for the year - (57.53) (507.37) (0.18) (120.68) (4.68) (10.91) (722.46) (109.10) (1,532.91)
Foreign currency translation difference - 7.79 49.51 (0.52) (8.83) 0.17 (1.43) (70.63) 27.33 3.39
Balance as at 31 December 2023 - 4,108.46 18,609.68 212.31 1,678.98 303.51 259.29 2,563.91 10,253.06 37,989.20
Carrying amount as at 31 December 2023 8,432.43 15,101.51 36,050.54 194.14 2,371.65 204.85 150.26 3,355.11 2,170.83 68,031.32
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
iv. All title deeds of immovable properties are held in the name of the Group.
(` in million)
Amount
Gross carrying amount
Balance as at 01 January 2023 6,066.32
Additions for the year* 20,855.34
Transfer to property, plant and equipment (7,529.15)
Foreign currency translation difference (170.29)
Balance as at 31 December 2023 19,222.22
* includes finance cost amounting to ` 515.84 million (31 December 2023: ` 625.45 million) and Employee benefits expenses &
other expenses amounting to ` 1,958.82 million (31 December 2023: ` 685.56 million) respectively.
(` in million)
Amount
Gross carrying amount
Balance as at 01 January 2023 242.30
Acquired during the year -
Balance as at 31 December 2023 242.30
Impairment
Balance as at 01 January 2023 -
Impairment charge for the year -
Balance as at 31 December 2023 -
Carrying amount as at 31 December 2023 242.30
There are no projects as on each reporting period where activity has been suspended. Also, there are no projects as
on each reporting period which has exceeded cost as compared to its original plan or where completion is overdue.
~The Holding Company has subscribed the equity investment of IDVB Recycling Operations Private Limited amounting to ` 369.93
million (31 December 2023: ` 120.00 million). During the previous year, loan given amounting to ` 10.00 million were converted
into equity investment on 25 September 2023.
@The Holding 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 Holding Company had made equity investment in Huoban Energy 7 Private Limited amounting to ` 21.24 million on
09 May 2023.
The above investment is for business purposes.
(` in million)
As at As at
31 December 2024 31 December 2023
Fair value through Profit and Loss ("FVTPL")
Investment in fully paid equity shares (unquoted)
200 (31 December 2023: 200) shares of ` 50 each in The Margao 0.01 0.01
Urban Co-operative Bank Limited
250 (31 December 2023: 250) shares of ` 10 each in The Goa Urban 0.00 0.00
Co-operative Bank Limited**
3,150,000 (31 December 2023: 3,150,000) fully paid equity shares of 31.50 31.50
` 10 each in Lone Cypress Ventures Private Limited~
9,58,415 (31 December 2023: Nil) fully paid equity shares of ` 10 each 29.04 -
in Huoban Energy 11 Private Limited^
60.55 31.51
**Rounded off to Nil.
~ The Holding Company has made equity investment in Lone Cypress Ventures Private Limited amounting to ` 31.50 million on
13 March 2023.
^ The Holding Company has made equity investment in Huoban Energy 11 Private Limited amounting to ` 29.04 million on
28 August 2024.
8. Loan
(` in million)
As at As at
31 December 2024 31 December 2023
Loans carried at amortised cost
Loan to others 218.87 -
218.87 -
(` in million)
Deferred tax liabilities/(assets) As at Acquired Recognised Recognised As at
01 January in business in other in the 31 December
2023 combination comprehensive Consolidated 2023
income** Statement of
Profit and Loss
Accelerated depreciation for tax purposes 3,914.39 - - 213.39 4,127.78
Benefit accrued on government grants 96.59 - - (22.14) 74.45
Carry forward of unused tax losses (61.07) - - 61.07 -
Allowance for doubtful debts (85.32) - - (0.92) (86.24)
Accrued bonus (47.50) - - 2.99 (44.51)
Provision for retirement benefits (481.66) - (6.98) (22.25) (510.89)
Fair valuation of financial instruments (15.22) - - (10.65) (25.87)
Borrowings (1.00) - - 0.35 (0.65)
Gain on acquisition of control over 36.83 - - - 36.83
existing associate
Others 12.44 - - (153.23) (140.79)
3,368.48 - (6.98) 68.61 3,430.11
Exchange difference on re-statement - - - (4.50) -
of deferred tax balances
3,368.48 - (6.98) 64.11 3,430.11
Classified as:
Deferred tax assets (Net) - -
Deferred tax liabilities (Net) 3,368.48 3,430.11
Notes:
** The amounts recognised in other comprehensive income relates to the re-measurement of net defined retirement benefit
liability and exchange differences arising on translation of foreign operations. Refer note 37 for the amount of the income
tax relating to these components of other comprehensive income.
All significant deferred tax assets have been recognised in the balance sheet.
(ii) Two subsidiaries (31 December 2023: three subsidiaries) included in the Group are under the tax holiday period and based
on the evaluation of future taxability and estimates of reversal of timing differences during the tax holiday periods, no
deferred tax assets/liabilities has been recognised for these subsidiaries.
12. Inventories
(` in million)
As at As at
31 December 2024 31 December 2023
(Valued at lower of cost or net realisable value)
Raw and packing material (including raw material in transit of 13,786.10 9,756.31
` 599.68 (31 December 2023: ` 345.74)
Work in progress 78.51 25.81
Intermediate goods (including goods in transit of ` 220.55 4,582.73 4,372.42
(31 December 2023: ` 232.21))
Finished goods (including goods in transit of ` 223.54 5,233.22 4,160.22
(31 December 2023: ` 152.14))*
Stores and spares 4,231.78 3,190.57
27,912.34 21,505.33
*The Group manufactures as well as purchases the same product from market for sale and is also involved in trading of other
products of capital nature. In the absence of demarcation between manufactured and purchased goods and the value of stock in
trade being insignificant, it is not separately ascertainable and disclosed.
The cost of inventories recognised as an expense during the year are disclosed in Note 30, Note 31, Note 32 and Note 36.
Trade receivables are non-interest bearing and credit period generally falls in the range of 0 to 120 days.
No trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other
person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner,
a director or a member, except as disclosed above.
* Includes inward remittance not yet cleared amounting to ` 50.18 million (31 December 2023: ` 127.77 millions)
#Includes balance of qualified institutional placement (QIP) proceeds of ` 20,055.02 million, which will be utilised for the purpose
as stated in the preliminary placement document for QIP. Net unutilised proceeds from QIP as on 31 December 2024 have been
temporarily invested and kept in fixed deposits of ` 18,630.00 million, mutual fund of ` 1,300.00 million and QIP monitoring
account for ` 125.02 million. (Refer Note 39)
(` in million)
Particular No. of shares Amount
Balance as at 01 January 2023 649,549,620 6,495.50
Add: Shares issued of ` 10 each pursuant to exercise of employee 8,412 0.08
stock options
Add: Sub-division/split of 1 share of face value ` 10 each into 649,558,032 -
2 share of face value ` 5 each effective 15 June 2023 (Increase in
shares on account of sub-division/split) (Refer note (g) below)
Add: Shares issued of ` 5 each pursuant to exercise of employee 98,912 0.49
stock options
Balance as at 31 December 2023 1,299,214,976 6,496.07
b) Terms/rights attached to shares
The Holding 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 Holding Company, holders of
equity shares will be entitled to receive any of the remaining assets of the Holding 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.
c) ist of shareholders holding more than 5% of the aggregate equity share capital of the Holding
L
Company at the beginning and at the end of the year :
Shareholders as at 31 December 2024 No. of shares % of shareholding
(face value of ` 2 each)
R J Corp Limited 868,877,060 25.69%
Mr. Ravi Kant Jaipuria 564,736,222 16.70%
Mr. Varun Jaipuria 520,859,870 15.40%
(ii) During the year ended 31 December 2021, the Holding 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 Holding 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.
ii) During the year ended 31 December 2023, the Board of Directors of the Holding Company in their
meeting held on 02 May 2023 recommended the sub-division/split of existing Equity Shares of the
Holding 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 Holding 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 Holding 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.
h) Pursuant to QIP the Holding Company has issued 132,743,362 equity shares of ` 2 each at a premium
of ` 563 per share: (Refer note 39)
Date of allotment Share capital Securities premium Total
19 November 2024 265.49 74,734.51 75,000.00
Capital reserve - Created on merger of Varun Beverages (International) Limited with the Holding 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.
Retained earnings - Created from the profit of the Group, 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.
hare application money pending allotment - Created to record the amount of money received for the purpose
S
of allotment of equity share of the Holding 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.
oreign currency translation reserve - Exchange differences arising on translation of the foreign operations of
F
the Group, recognised in other comprehensive income as described in accounting policy and accumulated in a
separate reserve within other equity.
21. Borrowings
A. Non-current borrowings:
(` in million)
As at As at
31 December 2024 31 December 2023
Term loans (secured) (Refer note 21E)
- Loans from banks 8,146.22 31,442.52
- Loan from others 260.67 446.86
8,406.89 31,889.38
Loans and borrowing above are recognised at amortised cost taking into account any discount or premium on
acquisition and fee or costs that are part of effective interest rate, accordingly the outstanding balances above
may not necessarily reconcile with repayment amounts.
The carrying value of financial assets pledged as security for borrowings as disclosed under Note 56.
C. Current borrowings:
(` in million)
As at As at
31 December 2024 31 December 2023
Loans repayable on demand
- Working capital facilities from banks (secured) (Refer footnote (a)) 9,616.11 7,082.05
-
Working capital facilities from banks (unsecured) (Refer 1,800.00 2,450.00
footnote (b))
Working capital facility from banks (unsecured) (Refer footnote (c)) 1,450.00 500.00
Current maturities of long-term debts (Refer note 21E) 2,369.65 10,022.44
15,235.76 20,054.49
b) The Holding Company has availed working capital facilities from banks carrying interest rate 7.16% per annum
(31 December 2023: 7.70% to 7.72% per annum).
c) In case of the Holding Company, working capital facility from a bank carrying interest rate 7.15% per annum is
repayable in two equal instalments from the date of disbursement. During the previous year working capital
facility from a bank carrying interest rate 7.76% per annum is repayable in three equal instalments from the date of
disbursement and was repaid during the year.
v)
Term loan at Lunarmech Technologies Private
Limited
(a) Loan carrying rate of interest of Euribor+88 - - - 99.28
bps and was secured against respective
asset financed.
(b) Loan carrying rate of interest of Euribor+88 - - - 48.69
bps and were secured against respective
asset financed.
(c) Loan carrying rate of interest of Euribor+88 - 96.13 99.28 -
bps (31 December 2023: Euribor+88 bps)
and is secured against current asset and
movable fixed assets.
vi) T
erm loan at Varun Beverages RDC SAS
(a) Loan carrying rate of interest of 7.25%. 776.14 356.35 491.90 -
The loan is secured against assets of the
company and also by corporate guarantee of
the Holding Company.
(b) Loan carrying rate of interest of 7.25%. - 231.85 - -
The loan is secured against vehicles of the
company.
vii) Term loan at The Beverage Company Proprietary
Limited
(a) Loan carrying rate of interest of JIBAR+1.45%. 4,088.44 - - -
The loan is secured against assets of the
company and also by corporate guarantee of
the Holding Company.
Total loans from banks (secured) 8,146.22 2,101.93 31,442.52 9,692.02
For repayment terms of above loans, refer note 21F .
Loans from others (secured)
Interest free loans from The Pradeshiya Industrial & 176.18 201.53 308.20 166.86
Investment Corporation of U.P. Limited are repayable
in one instalment after expiry of seven years from the
date of disbursement. Loans are secured against bank
guarantee equivalent to 100% of loan amount valid up
to the repayment date of loan plus six months grace
period.
The loans are recognised at amortised cost basis using
weighted average rate of borrowing on date of receipt,
i.e., 7.63%-8.77% (31 December 2023: 8.52%-9.72%)
The repayment schedule is as under:
Date of repayment Amount
01 November 2025 211.98
31 March 2030 65.90
07 July 2030 139.92
22 February 2031 22.87
01 October 2031 46.59
F. Repayment terms:
(` in million)
S.No Description 31 December 2024 31 December 2023 Repayment terms
Non-current Current Non-current Current
i) Indian rupee loan from banks
1 Term loan - 1 - - - 240.00 Loan was repaid during the year
2 Term loan - 2 - - 291.49 291.80 Loan was repaid during the year
3 Term loan - 3 - - 499.32 500.00 Loan was repaid during the year
4 Term loan - 4 - - 200.00 200.00 Loan was repaid during the year
5 Term loan - 5 - - 199.73 200.00 Loan was repaid during the year
6 Term loan - 6 - - 699.75 400.00 Loan was repaid during the year
7 Term loan - 7 560.28 317.77 1,050.00 380.00 Two instalments of ` 158.89 each
due in May 2025 and June 2025, two
instalments of ` 154.70 each due in
May 2026 and June 2026 and two
instalments of ` 125.44 each due in
May 2027 and June 2027.
8 Term loan - 8 - - - 800.00 Loan was repaid during the year
9 Term loan - 9 - - 1,600.00 500.00 Loan was repaid during the year
10 Term loan - 10 - - 1,350.00 300.00 Loan was repaid during the year
11 Term loan - 11 - - 1,333.34 666.66 Loan was repaid during the year
22. Provisions
(` in million)
As at As at
31 December 2024 31 December 2023
Non-current
Provision for employee benefits (Refer note 40)
Defined benefit liability (net) 1,166.30 1,470.83
Other long term employee obligations 728.04 655.61
1,894.34 2,126.44
Current
Provision for employee benefits (Refer note 40)
Defined benefit liability (net) 6.82 3.99
Other short term employee obligations 438.06 317.72
Others (Refer note 60) 294.12 503.72
739.00 825.43
31 December 2023
(` in million)
Particulars Outstanding from date of transactions
Unbilled Less than 1-2 Years 2-3 Years More than Total
1 year 3 years
Undisputed trade payable
Micro enterprises and small enterprises 68.73 692.31 5.34 0.36 0.50 767.24
Others 2,123.29 4,408.76 157.26 16.32 30.08 6,735.71
Disputed trade payable
Micro enterprises and small enterprises - 0.19 - - - 0.19
Others - 52.46 13.18 6.95 6.75 79.34
Total 2,192.02 5,153.72 175.78 23.63 37.33 7,582.48
#Not due for deposit to the Investor Education and Protection Fund in the books of Holding Company.
The key components of income tax expense for the year ended 31 December 2024 and 31 December 2023 are:
Disclosure on revenue pursuant to Ind AS 115- Revenue from contract with customers:
A. Reconciliation of revenue recognised with the contracted price:
(` in million)
Particulars Year ended Year ended
31 December 2024 31 December 2023
Gross revenue/Contracted price 206,715.39 162,329.34
Less: Discounts and rebates (7,528.15) (3,327.10)
Revenue from contracts with customers 199,187.24 159,002.24
B. Disaggregation of revenue
a) Information about geographical area
(` in million)
Particulars Year ended Year ended
31 December 2024 31 December 2023
i. Sale of products and rendering of services
(i) Within India 136,173.93 121,594.93
(ii) Outside India 63,013.31 37,407.31
Total sale of products and rendering of services 199,187.24 159,002.24
b) b) Revenue from sale of goods and services are recognised at a point in time.There are no disaggregation
of revenue with respect to this information.
c) No single external customer amounts to 10% or more of the Company’s revenue from operations.
Receivables
(` in million)
Particulars As at As at
31 December 2024 31 December 2023
Trade receivables 9,535.93 4,180.08
Less: Allowances for expected credit loss (1,077.51) (586.23)
Net receivables 8,458.42 3,593.85
Contract liabilities
(` in million)
Particulars As at As at
31 December 2024 31 December 2023
Advance from customers (Refer note 26) 2,194.82 1,804.71
2,194.82 1,804.71
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 Group 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.
F. Changes in the contract liabilities balances during the year are as follows:
(` in million)
Particulars As at As at
31 December 2024 31 December 2023
Balance at the beginning of the year 1,804.71 2,033.83
Addition during the year 2,194.82 1,804.71
Revenue recognised during the year (1,804.71) (2,033.83)
Balance at the closing of the year 2,194.82 1,804.71
(` in million)
Year ended Year ended
31 December 2024 31 December 2023
Beverages 982.89 1,378.89
Others 5,876.32 3,248.07
6,859.21 4,626.96
32.
Changes in inventories of finished goods, intermediate goods, stock-in-trade and work-
in-progress
(` in million)
Year ended Year ended
31 December 2024 31 December 2023
As at the beginning of the year
- Finished goods 4,160.22 4,313.41
- Intermediate goods 4,372.42 3,392.40
- Work in progress 25.81 61.80
8,558.45 7,767.61
Acquired in a business combination
- Finished goods 593.63 -
593.63 -
*The Holding Company and a subsidiary manufactures plastic shells at some of their manufacturing facilities. The shells
manufactured are used for beverages operations of the Group as property, plant and equipment (under the head ‘Containers’).
These containers are sold to third parties. The cost of manufacturing of plastic shells is being shown here separately with a
corresponding debit to property, plant and equipment.
*Refer note 4A for capitalisation of employee benefits expense in setting-up of new manufacturing facilities.
**excluding expenses of ` 0.50 (31 December 2023: ` 0.49) related to one subsidiary, which has been capitalised in new projects.
*Refer note 4A for capitalisation of finance costs in setting-up of new manufacturing facilities.
#Excludes expense of ` 6.07 (31 December 2023: ` Nil) towards fee related to share issue expenes, netted off with share
premium account and expense of ` Nil (31 December 2023: ` 0.23) towards other matters, which has been capitalised in new
projects.
(` in million)
Year ended Year ended
31 December 2024 31 December 2023
Retained earnings
Re-measurement gain/(loss) on defined benefit plans 288.77 (28.16)
Tax impact on re-measurement gains on defined benefit plans (67.99) 6.98
(Refer note 10)
Exchange differences arising on translation of foreign operations 356.41 (58.83)
577.19 (80.01)
39. During the year ended 31 December 2024, pursuant to Qualified institutions placement (QIP), the Holding 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:
(` in million)
Particulars Amount as Amount Amount Unutilised/
per placement utilised upto (Excess spent) as at
document 31 December 2024 31 December 2024
Repayment / pre-payment, in part or in full, of certain 56,000.00 50,475.46 5,524.54
outstanding borrowings availed by Holding Company
and/or one of our Subsidiaries
Inorganic acquisitions and general corporate purposes 18,390.00 3,858.42 14,531.58
Share issue expenses# 610.00 611.10 (1.10)
Total 75,000.00 54,944.98 20,055.02
#excludes expenses of ` 4.28 million which is paid subsequent to year ended 31 December 2024.
Unutilised amounts have been kept in fixed deposits, mutual funds and QIP monitoring account.
The Holding Company has taken an insurance policy against its liability towards gratuity, the same has been
disclosed as plan assets above.
(` in million, unless otherwise stated)
Gratuity Compensated Absences
31 December 31 December 31 December 31 December
2024 2023 2024 2023
Reconciliation of present value of the
obligation and the fair value of the plan assets:
Present value of obligation 2,216.13 2,147.71 1,166.10 973.33
Fair value of plan assets (1,043.01) (672.89) - -
Net liability recognised in the consolidated 1,173.12 1,474.82 1,166.10 973.33
balance sheet
These assumptions were developed by management of the respective company/entity with the assistance of
independent actuaries wherever applicable. Discount factors are determined close to each year-end by reference
to market yields of high quality corporate bonds that are denominated in the respective currency in which the
benefits will be paid and that have terms to maturity approximating to the terms of the related pension obligations.
Other assumptions are based on current actuarial benchmarks and respective management’s historical experience.
The sensitivity analysis above has been determined based on reasonably possible changes of the assumptions
occurring at the end of the reporting period, while holding all other assumptions constant.
Risk associated:
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate
determined by reference to Government Bonds Yield. If plan liability is funded and return
on plan assets is below this rate, it will create a plan deficit.
Interest risk A decrease in the bond interest rate (discount rate) will increase the plan liability.
(discount rate risk)
Mortality risk The present value of the defined benefit plan liability is calculated by reference to the best
estimate of the mortality of plan participants. For this report we have used Indian Assured
Lives Mortality (2012-2014) (31 December 2023: (2012-14) ultimate table). A change in
mortality rate will have a bearing on the plan's liability.
Salary risk The present value of the defined benefit plan liability is calculated with the assumption of
salary increase rate of plan participants in future. Deviation in the rate of increase of salary
in future for plan participants from the rate of increase in salary used to determine the
present value of obligation will have a bearing on the plan's liability.
Effect of the defined benefit plan on the Holding Company’s future cash flows:
Funding arrangements and funding policy:
The Holding Company has purchased an insurance policy to provide for payment of gratuity to the employees.
Every year, the insurance Holding Company carries out a funding valuation based on the latest employee data
provided by the Holding Company. Any deficit in the assets arising as a result of such valuation is funded by the
Holding Company.
The following are maturity profile of Defined Benefit Obligations in future years (before adjusting fair
value of plan assets):
*Previous year numbers are adjusted for shares splits during the current year (refer note 19(g)).
44. Commitments
(` in million, unless otherwise stated)
31 December 2024 31 December 2023
a. Guarantee issued to third party by subsidiaries for business 458.48 373.39
purposes
b.
Estimated amount of contracts remaining to be executed on 26,908.22 30,726.98
capital account and not provided for (net of advances ` 4,862.11
(31 December 2023 ` 5,194.24))*
45. Pursuant to transfer pricing legislations under the Income-tax Act, 1961, the Holding 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 Holding 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 Holding 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 consolidated
financial statements. Accordingly, these consolidated financial statements do not include any adjustments for
the transfer pricing implications, if any.
III. Fellow subsidiaries and entities controlled by parent and ultimate parent*
V. Relatives of KMPs*
Mrs. Dhara Jaipuria
Mrs. Devyani Jaipuria
Mr. Ravindra Dhariwal
V. Advance given
Mr. Lalit Malik - 38.50
Mr. Mahavir Prasad Garg 0.85 -
Mr. Ravi Batra 4.40 -
Amounts below the rounding off norms adopted by the Group are presented as “0.00”.
Note:
(i) Stock options have been granted to KMPs of the Group. The number of stock options granted to such KMPs outstanding as
at 31 December 2024: 35,000 (31 December 2023 : 145,000). However as the liability has not been determined for individual
employees, the charge thereof for the individual employees is not disclosed above.
Previous year numbers are adjusted for shares splits during the current year (refer note 19(g)).
Purchase of goods
- SMV Beverages Private Limited - - - - - - - - 449.81 575.53 - - 449.81 575.53
- Devyani Food Industries Limited - - 291.16 384.89 - - - - - - - - 291.16 384.89
305
Summary of material accounting policies and other explanatory information on the Consolidated
306
Financial Statements for the year ended 31 December 2024
(` in million)
Description Parent and ultimate Fellow subsidiaries and Joint Venture and Relatives of KMPs Entities in which a Entities which are post Total
parent entities controlled by Associate (or an director or his/her employment benefits
parent and ultimate associate of any relative is a member/ plans
parent member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Loan taken
-Varun Developers Private Limited - - - 407.08 - - - - - - - - - 407.08
Interest received/(paid)
- SMV Beverages Private Limited - - - - - - - - (4.00) (7.00) - - (4.00) (7.00)
- IDVB Recycling Operations Private - - - - - 0.68 - - - - - - - 0.68
Limited
Equity investment
- IDVB Recycling Operations - - - - 369.93 120.00 - - - - - - 369.93 120.00
Private Limited
- Clean Max Tav Private Limited - - - - - 32.82 - - - - - - - 32.82
- Huoban Energy 7 Private Limited - - - - - 21.24 - - - - - - - 21.24
Travelling expenses
- Wellness Holdings Limited - - - 102.02 - - - - - - - - - 102.02
(` in million)
Description Parent and ultimate Fellow subsidiaries and Joint Venture and Relatives of KMPs Entities in which a Entities which are post Total
parent entities controlled by Associate (or an director or his/her employment benefits
parent and ultimate associate of any relative is a member/ plans
parent member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Dividend paid
307
Summary of material accounting policies and other explanatory information on the Consolidated
308
Financial Statements for the year ended 31 December 2024
(` in million)
Description Parent and ultimate Fellow subsidiaries and Joint Venture and Relatives of KMPs Entities in which a Entities which are post Total
parent entities controlled by Associate (or an director or his/her employment benefits
parent and ultimate associate of any relative is a member/ plans
parent member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Capital commitments
Utility charges
(` in million)
Description Parent and ultimate Fellow subsidiaries and Joint Venture and Relatives of KMPs Entities in which a Entities which are post Total
parent entities controlled by Associate (or an director or his/her employment benefits
parent and ultimate associate of any relative is a member/ plans
parent member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Balances outstanding at the end
of the year, (net)
A. Receivable/(payable), net
Limited
Amounts below the rounding off norms adopted by the Group are presented as “0.00”.
309
Summary of material accounting policies and other explanatory
information on the Consolidated Financial Statements for the year
ended 31 December 2024
47. Disclosure on lease transactions pursuant to Ind AS 116 - Leases
The Group lease asset class primarily consists of leases for land, buildings, plant and equipments and vehicles.
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 on the date of adoption ranging between 5.44% - 13.56% (31 December 2023: 5.44% -
13.56%).
Each lease generally imposes a restriction that, unless there is a contractual right for the Group to sublet the asset
to another party, the right of use asset can only be used by the Group. 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 Group is prohibited from selling or pledging the underlying leased assets other than leasehold
lands as security against the Group’s other debts and liabilities.
ii. The recognised right of use assets relate to land, buildings and plant and equipments as at 31 December 2024
and 31 December 2023:
(` in million)
As at As at
31 December 2024 31 December 2023
Right of use assets - land, buildings and plant and equipments
Balance at the beginning of the year 10,347.07 9,155.01
Acquired on business combination (Refer note 50(i)) 1,567.24 -
Additions for the year 2,497.75 1,623.33
Derecognition for the year - (2.43)
Rebate/grant related to asset received - (16.61)
Amortisation charge for the year (818.53) (359.51)
Foreign currency translation difference 37.69 (52.72)
Balance at the end of the year 13,631.22 10,347.07
iii. The following are amounts recognised in Consolidated Statement of Profit and Loss:
(` in million)
Year ended Year ended
31 December 2024 31 December 2023
Amortisation charge on right of use assets 818.53 359.51
Interest expense on lease liabilities* 402.65 179.04
Total 1,221.18 538.55
v. Refer Consolidated Cash Flow Statement for total cash outflow for leases.
Future minimum lease payments for year ended 31 December 2023 were as follows:
(` in million)
Lease payments Interest expense Net Present value*
Not later than 1 year 554.90 169.21 390.38
Later than 1 year not later than 5 years 1,872.67 379.76 1,508.34
Later than 5 years 1,359.42 881.62 470.51
Total 3,786.99 1,430.59 2,369.23
The following table presents segment non-current assets, revenue from external customers regarding geographical
segments:
(` in million)
As at As at
31 December 2024 31 December 2023
Non-current assets*
- Within India 106,527.75 89,820.78
- Outside India 44,274.15 18,861.25
* excluding Investment in associates & joint venture, non-current financial assets and deferred tax asset(net).
(` in million)
As at As at
31 December 2024 31 December 2023
Revenue from operations
- Within India 141,755.87 125,763.47
- Outside India 63,057.41 37,447.16
The above amounts includes due to micro and small enterprises included within other financial liabilities.
The excess of the purchase price over the fair value of the acquired net assets was recorded as goodwill in
consolidated financial statements.
The goodwill is attributable to the operational synergies and expansion on market share.
Further, through the acquisition the Group intends to expand in other geographical areas with franchise
bottling rights from PepsiCo Inc. for South Africa, Lesotho and Eswatini and distribution rights for
Namibia, Botswana, Mozambique and Madagascar which is part of its expansion strategy.
ii he Holding Company on 16 December 2024, has acquired 39.93% shareholding in Lunarmech
T
Technologies Private Limited (LTPL) for a purchase consideration of ` 2,000 million. Post acquisition,
LTPL has become wholly-owned subsidiary of the Holding Company w.e.f. 16 December 2024.
iii During the year ended 31 December 2024, the Holding Company on 22 May 2024 has incorporated a
wholly owned subsidiary Varun Foods Zimbabwe (Private) Limited for a consideration of ` 0.84 million.
Further, on 15 July 2024 Varun Foods Zimbabwe (Private) Limited and Varun Beverages (Zambia)
Limited, subsidiaries of the Holding Company, had entered into exclusive agreements with Premier
Nutrition Trading LLC, Dubai (subsidiary of PepsiCo Inc.) to manufacture, distribute and selling of snacks
“Simba Munchiez” in the territory of Zimbabwe and Zambia. The expected date to start the commercial
production is on or before, 01 October 2025 for Varun Foods Zimbabwe (Private) Limited and 01 April
2026 for Varun Beverages (Zambia) Limited.
v On 13 November 2024, the Holding 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.”
vii On 16 October 2023, the Holding Company had acquired 50,000 equity shares of Lunarmech Technologies
Private Limited for a purchase consideration of ` 100 million. Post acquisition, the Holding Company is holding
60.07% of the effective equity share capital of Lunarmech Technologies Private Limited.
viii On 21 November 2023, incorporated a new subsidiary company i.e. VBL Mozambique,SA in Mozambique for
selling and distribution of beverages. The Group has subscribed its 100% share capital for a consideration of
` 1.33 million on 31 January 2024.
ix The Holding 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.
51.
The Holding Company follows calendar year as its financial year as approved by the Company Law Board,
New Delhi.
31 December 2023
Scheme Grant Date Number of Exercise Vesting Vesting Contractual
Options Granted Price Conditions Period period
ESOS 2016 06-Feb-23 135,000 251.00 Graded 06 Feb 2023 0-3.92 Years
vesting over to
4 years 01 Jan 2027
ESOS 2016 02-May-23 30,000 257.20 Graded 02 May 2023 0-3.67 Years
vesting over to
4 years 01 Jan 2027
ESOS 2016 03-Aug-23 125,000 320.40 Graded 03 Aug 2023 0-3.42 Years
vesting over to
4 years 01 Jan 2027
ESOS 2016 06-Nov-23 65,000 359.60 Graded 06 Nov 2023 0-3.17 Years
vesting over to
4 years 01 Jan 2027
ESOS 2016 23-Nov-23 75,000 359.60 Graded 23 Nov 2023 0-3.09 Years
vesting over to
4 years 01 Jan 2027
The risk-free interest rate (continuous compounding) being considered for the calculation is the interest rate
applicable for maturity equal to the expected life of the options on the date of grant of options based on the
zero-coupon yield curve for Government Securities available as on Valuation date taken from www.ccilindia.com.
The measure of volatility used in the Option-Pricing Model is the annualised standard deviation of the continuous
rates of return on the stock over a period of time.
c. Effect of employee stock option schemes on the consolidated statement of profit and loss
(` in million, unless otherwise stated)
Particulars 31 December 2024 31 December 2023
Employee stock option expense* 162.43 78.61
As at As at
31 December 2024 31 December 2023
Weighted average remaining life of options outstanding at the end
1.75 2.70
of year (in years)
Also refer note 19(g) on sub-division/split of equity shares of the Holding 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.
The respective management of the Holding Company and other companies/entities comprising the Group
monitors and manages the financial risks relating to the operations of the respective entity/Holding Company
on a continuous basis. The Group’s risk management is coordinated at head office, in close cooperation with the
management of respective entity/Holding Company, and focuses on actively securing the 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 Group does not engage in the trading of financial assets for speculative purposes. The most significant financial
risks to which the Group is exposed are described below.
(Amt. in million)
USD GBP EUR ZWL ZWG ZAR
31 December 2024
Financial assets
(i) Trade receivables 6.17 - - - 29.78 0.00
(ii) Others 4.18 - 0.41 - 0.00 0.01
(iii) Cash and cash equivalents 2.74 - 0.05 - 58.16 4.09
(iv) Other bank balances 0.57 - - - - -
Total financial assets 13.66 - 0.46 - 87.94 4.10
Financial liabilities
(i) Borrowings 42.28 - 1.12 - - -
(ii) Trade payables 21.59 0.00 0.89 - 10.28 0.42
(iii) Other financial liabilities 11.75 0.01 3.32 - - -
Total financial liabilities 75.62 0.01 5.33 - 10.28 0.42
The foreign currency sensitivity of profit and equity in regards to the Group’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 respective countries exchange rates (i.e. local currency to foreign currency) 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 respective 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.
If the INR had strengthened against the USD by 1% (31 December 2023: 1%), GBP by 1% (31 December 2023: 1%),
ZWL by 1% (31 December 2023: 1%) EUR by 1% (31 December 2023: 1%), ZWG by 1% (31 December 2023: 1%) and
ZAR by 1% (31 December 2023: 1%), the following would have been the impact:
(` in million)
Profit/(Loss) for the year Equity
Particulars
31 December 2024 31 December 2023 31 December 2024 31 December 2023
USD 52.62 10.55 52.62 10.55
GBP 0.01 0.00 0.01 0.00
EUR 4.74 13.14 4.74 13.14
ZWL - (32.43) - (32.43)
ZAR (0.17) 0.16 (0.17) 0.16
ZWG (2.58) - (2.58) -
Amounts below the rounding off norms adopted by the Group are presented as “0.00”.
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 Group’s exposure to currency risk.
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.
(` in million)
Profit/(Loss) for the year Equity
Particulars
+1% -1% +1% -1%
31 December 2024 (70.11) 70.11 (70.11) 70.11
31 December 2023 (396.00) 396.00 (396.00) 396.00
31 December 2023
Sugar +/-1% (169.53) 169.53 (169.53) 169.53
Pet chips +/-1% (145.18) 145.18 (145.18) 145.18
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is operating
through a network of distributors and other distribution partners based at different locations. The Group is exposed
to this risk for various financial instruments, for example loans granted, receivables from customers, deposits
placed etc. The Group’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:
(` in million)
Particulars As at As at
31 December 2024 31 December 2023
Classes of financial assets-carrying amounts:
Investments (non-current) 60.55 31.51
Loans (non-current) 218.87 -
Others non-current financial assets 987.26 622.67
Trade receivables 8,458.42 3,593.85
Cash and cash equivalents 22,662.83 2,422.12
Bank balances (other than those classified as cash and cash
1,837.71 2,176.50
equivalents above)
Others current financial assets 8,356.16 7,388.23
42,581.80 16,234.88
The Group 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 Group’s policy is to deal only with creditworthy counterparties.
In respect of trade and other receivables, the Group 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 Group 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).
Movement in expected credit loss allowance on trade receivables and capital advances:
(` in million)
Particulars As at As at
31 December 2024 31 December 2023
Balance as at beginning of the year 586.23 538.87
Acquired on business combination 500.52 -
Loss allowance measured at lifetime expected credit loss 84.85 69.47
Reversal of allowance during the year (36.89) (2.31)
Foreign currency translation difference (57.20) (19.80)
Balance at the end of the year 1,077.51 586.23
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.
In respect of financial guarantees provided by the Group, the maximum exposure to which the Group is exposed
to is the maximum amount which it would have to pay if the guarantee is called upon. Based on the expectation at
the end of each reporting period, the Group considers that it is more likely than not that such an amount will not
be payable under the guarantees provided.
Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities
and the Group’s ability to avail further credit facilities subject to creation of requisite charge on its assets. The
Group assessed the concentration of risk with respect to refinancing its debt and concluded it to be low.
As at 31 December 2024, the Group’s non-derivative financial liabilities have contractual undiscounted maturities
as summarised below:
(` in million)
31 December 2024 Carrying 1 to 12 months 1 to 5 years Later than Total contractual
value 5 years cash flow
Borrowings (current and non-current) 23,642.65 15,247.96 8,250.35 275.29 23,773.60
Lease liabilities (current and
4,619.89 1,478.96 3,367.35 2,984.76 7,831.07
non-current)
Trade payables 15,604.27 15,604.27 - - 15,604.27
Other financial liabilities (current) 7,043.41 7,043.41 - - 7,043.41
Total 50,910.22 39,374.60 11,617.70 3,260.05 54,252.35
This compares to the maturity of the Group’s non-derivative financial liabilities in the previous reporting periods
as follows:
(` in million)
31 December 2023 Carrying 1 to 12 months 1 to 5 years Later than Total contractual
value 5 years cash flow
Borrowings (current and non-current) 51,943.87 20,069.19 31,452.89 580.82 52,102.91
Lease liabilities (current and
2,369.23 554.90 1,872.67 1,359.42 3,786.99
non-current)
Trade payables 7,582.48 7,582.48 - - 7,582.48
Other financial liabilities (current) 7,638.39 7,638.39 - - 7,638.39
Total 69,533.97 35,844.96 33,325.56 1,940.24 71,110.77
(` in million)
31 December 2024 31 December 2023
Particulars FVTPL Amortised FVTPL Amortised
cost cost
Financial assets
(i) Non-current financial assets
(a) Investment 7 60.55 - 31.51 -
(b) Loans 8 - 218.87 - -
(c) Others financial assets 9 - 987.26 - 622.67
(ii) Current financial assets
(a) Trade receivables 13 - 8,458.42 - 3,593.85
(b) Cash and cash equivalents 14 1,319.21 21,343.62 - 2,422.12
(c) Bank balances other than above 15 - 1,837.71 - 2,176.50
(d) Others financial assets 16 - 8,356.16 - 7,388.23
Total 1,379.76 41,202.04 31.51 16,203.37
Financial liabilities
(i) Non-current borrowings 21A - 8,406.89 - 31,889.38
(ii) Non-current lease liabilities 21B - 3,570.86 - 1,978.85
(iii) Current financial liabilities
(a) Borrowings 21C - 15,235.76 - 20,054.49
(b) Lease liabilities 21D - 1,049.03 - 390.38
(c) Trade payables 24 - 15,604.27 - 7,582.48
(d) Others financial liabilities 25 - 7,043.41 - 7,638.39
Total - 50,910.22 - 69,533.97
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.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31
December 2024 and 31 December 2023.
There is no breaches in the financial covenants of the borrowing that would permit the banks to immediately call
loans and borrowings in the reporting periods.
The group used certain software for maintenance of its books of account which have a feature of recording audit
trail (edit log) facility and the same have been operated throughout the year, except for instances mentioned
below including a instance of subsidiary where feature of recording audit trail (edit log) was not enabled for the
period 01 January 2024 to 31 March 2024.
a. One accounting software used for maintenance of books of accounts of the Holding Company and accounting
software used for maintenance of books of accounts by subsidiary company, did not have a feature of
recording audit trail (edit log) facility enabled at the database level to log any direct data changes;
b.
One associate has used an accounting software for the period 01 January 2024 till 31 March 2024 for
maintaining books of account is operated by a third-party software service provider and audit trail (edit log)
facility was not enabled at the database level to log any direct data changes.
c. Reporting on compliance with audit trail requirements for accounting softwares used by two associates
for the period 01 April 2024 to 31 December 2024 is not available on account of different accounting years
adopted by these Companies.
Varun Beverages Morocco SA 1.77% 3,226.90 1.25% 342.56 0.00% - 1.24% 342.56
Varun Beverages (Zambia) Limited 0.15% 280.88 -0.70% (191.69) 0.00% - -0.69% (191.69)
Varun Beverages (Zimbabwe) (Private) Limited 3.91% 7,136.52 7.83% 2,150.32 0.00% - 7.77% 2,150.32
Varun Beverages RDC SAS -0.03% (50.51) 0.22% 61.66 0.00% - 0.22% 61.66
Varun Beverages International DMCC 0.50% 911.44 1.02% 280.27 0.00% - 1.01% 280.27
Varun Beverages South Africa (PTY) Limited 0.00% 0.03 0.00% (0.00) 0.00% - 0.00% (0.00)
VBL Mozambique, SA -0.01% (14.86) -0.06% (15.82) 0.00% - -0.06% (15.82)
The Beverages Company Proprietray Limited -0.26% (481.42) -0.91% (250.46) 0.00% - -0.90% (250.46)
(Consolidated)
STATUTORY REPORTS
Varun Foods Zimbabwe (Private) Limited 0.00% 0.86 0.00% - 0.00% - 0.00% -
Non-controlling interests in subsidiaries -0.72% (1,298.07) -1.44% (396.52) -9.41% (18.97) -1.51% (415.49)
C. Associate (Investment as per equity method)
Indian
Clean Max Tav Private Limited^ 0.00% - 0.00% (1.29) 0.00% - 0.00% (1.29)
Huoban Energy 7 Private Limited 0.00% - 0.00% (0.99) 0.00% - 0.00% (0.99)
D. Joint venture (Investment as per equity method)
Indian
IDVB Recycling Operations Private Limited^ 0.00% - -0.05% (12.50) 0.00% - -0.05% (12.50)
325
Summary of material accounting policies and other explanatory information on the Consolidated
326
Financial Statements for the year ended 31 December 2024
(` in million)
Name of the company/entity Net assets i.e., total assets Share of profit or loss Share in other Share in total
minus total liabilities comprehensive income comprehensive income
(OCI) (TCI)
As % of Amount As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated consolidated
net assets* profit/ OCI* TCI*
*Percentage has been determined before considering elimination/adjustments arising out of consolidation.
^ Refer note 6.
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
(` in million)
Particulars IDVB Huoban Clean Max
Non-current assets 1,546.86 309.40 441.72
Current assets 78.16 33.90 39.78
Non-current liabilities (616.89) (276.55) (331.73)
Current liabilities (39.28) (23.75) (29.34)
Net assets 968.85 43.00 120.43
Group share of net assets 50.00% 26.34% 26.00%
Group's carrying amount of investment 484.43 11.33 31.31
(` in million)
Particulars IDVB Huoban Clean Max
Revenue - 40.74 46.07
Other income 0.65 1.20 2.18
Total income 0.65 41.94 48.25
Finance costs 0.59 27.45 37.46
Depreciation and amortisation expense 1.96 12.58 10.58
Other expenses 23.10 5.40 6.18
Total expense 25.65 45.43 54.22
Loss before tax (25.00) (3.49) (5.97)
Tax expense - 0.29 (1.02)
Loss after tax (25.00) (3.78) (4.95)
Other comprehensive income - - -
Total comprehensive income (25.00) (3.78) (4.95)
Group's share in % 50.00% 26.34% 26.00%
Group's share in total comprehensive loss (12.50) (0.99) (1.29)
Loss recognised in the Consolidated Statement
(12.50) (0.99) (1.29)
of Profit and Loss
61. Additional regulatory information not disclosed elsewhere in the financial information during
current and previous year
a) The Holding Company and its Indian subsidiary does not have any Benami property and no proceedings have
been initiated or pending against the Group for holding any Benami property, under the Benami Transactions
(Prohibitions) Act, 1988 (45 of 1988) and the rules made thereunder.
b) The Holding Company and its Indian subsidiary 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:
Name of the Nature of Balance Relationship with Balance Relationship
struck off transactions with outstanding as at the struck off outstanding as at with the struck
company struck off company 31 December 2024 company 31 December 2023 off company
(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 Group 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 Holding Company and its Indian subsidiary 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 Group 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 Group from banks have been applied for the purposes for which such loans
were taken.
k) The Group has not revalued its property, plant and equipment (including right-of-use assets) or intangible
assets or both.
l) The Holding Company has borrowings from banks on the basis of security of current assets. The quarterly
returns or statements of current assets filed by the Holding Company with banks are in agreement with the
books of accounts.
ii The Holding 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.
63. 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 63 are an integral part of the consolidated 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
330
(Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of Subsidiaries/Associate companies/Joint venture
Part A: Subsidiaries
(` in million, except as stated otherwise)
S. 1 2 3 4 5 6 7 8 9 10 11 12
No
Particulars Varun Varun Varun Varun Varun Lunarmech Varun Varun Varun VBL Varun Foods The Beverage
Beverages Beverages Beverages Beverages Beverages Technologies Beverages Beverages Beverages Mozambique, Zimbabwe Company
(Nepal) Lanka Morocco SA (Zambia) (Zimbabwe) Private RDC SAS International South Africa SA@ (Private) Proprietary
Private (Private) Limited (Private) Limited DMCC (Pty) Limited^ Limited# Limited~*
Limited Limited* Limited
* Consolidated figures
^Incorporated on 23 May 2023 and yet to commence operations as on reporting date.
@Incorporated on 21 November 2023.
#Incorporated on 22 May 2024 and yet to commence operations as on reporting date.
~Acquired on 26 March 2024.
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
Key audit matter How our audit addressed the key audit matter
Impairment assessment of intangible assets Our audit procedures included, but were not limited, to the
including goodwill following:
The Company carries Goodwill and franchise • Assessed the process by which management prepared
rights/ trademarks as intangible assets having its cash flow forecasts and held discussions with
indefinite life amounting to INR 19.40 million and management to understand the assumptions used
INR 5,385.99 million respectively, that are required and estimates made by them for determining such
to be tested for impairment by the management projections;
on an annual basis in accordance with Ind AS 36,
Impairment of Assets.
Key audit matter How our audit addressed the key audit matter
The aforesaid assessment of the impairment • Tested the design and operating effectiveness
testing involves significant judgement around the of internal controls over such identification and
determination of the recoverable amounts, being impairment test procedures;
the higher of value in use and fair value less costs
•
Assessed the appropriateness of the Company’s
of disposal. Recoverable amounts are based on
accounting policies, including those relating to
management’s view of the future cash flows and
recognition, measurement and impairment of
prospects of the business, the appropriate discount
intangibles by comparing with the applicable Ind AS;
rates and other industry specific risk factors.
•
Reviewed the valuation report obtained by the
The key judgements in determining the recoverable management from an independent valuer for
amounts relates to the forecast of future cash Franchise rights and assessed the professional
flows based on strategy using macroeconomic competence, skills and objectivity for performing the
assumptions such as industry growth, inflation required valuations;
and expected growth in market share, capital
•
Assessed the appropriateness of the significant
expenditure and working capital requirements,
assumptions as well as the Company’s valuation model
among others.
with the support of auditor’s valuation specialists, who
assess the reasonableness of assumptions used and
Changes in the management forecasts or
valuation methodology applied relating to discount
assumptions can impact the assessment of the
rate, risk premium, industry growth rate etc. This
discounted cash flows.
included a discussion of the expected development of
the business and results as well as of the underlying
Considering the materiality of the amounts
assumptions used with those responsible for the
involved and significant degree of judgement
planning process.
and subjectivity involved in the estimates and key
assumptions used in determining the forecasted • Assessed the robustness of financial projections
cash flows used in the impairment evaluation, which prepared by the management by comparing
are dependent on current and future economic projections for previous financial years with actual
factors and trading conditions varying for different results realised and discussed significant deviations, if
economic and geographical territories, impairment any, with the management;
assessment of Goodwill and the Franchise rights/
•
Tested mathematical accuracy of the projections
trademarks was determined as a key audit matter.
and performed a sensitivity analysis for reasonably
possible changes in the sales growth, discount rate
applied and the long-term growth rate; and
•
Evaluated the adequacy and appropriateness of
disclosures made by the Company in the standalone
financial statements, as required by the applicable
provisions of the Act and Ind AS.
Claims, Appeals and Litigations – provisions and Our audit procedures included, but were not limited to, the
contingent liabilities following:
• Assessed the appropriateness of the Company’s
(Refer note 40 to the standalone financial
accounting policies relating to provisions and
statements for the amounts of contingent liabilities)
contingent liabilities with the applicable accounting
The Company is involved in various direct, indirect standards;
tax and other claims, appeals and litigations
(hereafter, referred to as “Matters”) that are • Assessed the Company’s process and the underlying
pending with different statutory authorities controls for identification of the pending matters
and judicial courts. The management exercises and completeness for financial reporting and also for
significant judgement for determining the need monitoring of significant developments in relation to
for and the amount of provisions, for any liabilities, such pending matters;
arising from these matters.
•
Obtained legal opinions and confirmation on
completeness from the Company’s external legal
counsels, where appropriate;
•
Assessed the appropriateness of the Company’s
description of the accounting policy, disclosures
related to matters and whether these are adequately
presented in the standalone financial statements.
Information other than the Financial Statements In connection with our audit of the standalone
and Auditor’s Report thereon financial statements, our responsibility is to read the
6. The Company’s Board of Directors are responsible other information and, in doing so, consider whether
for the other information. The other information the other information is materially inconsistent
comprises the information included in the with the standalone financial statements or our
Management Discussion and Analysis, Report on knowledge obtained in the audit or otherwise
Corporate Governance and Director’s Report, but appears to be materially misstated. If, based on the
does not include the standalone financial statements
work we have performed, we conclude that there is a
and our auditor’s report thereon.
material misstatement of this other information, we
Our opinion on the standalone financial statements are required to report that fact. We have nothing to
does not cover the other information and we do not report in this regard.
express any form of assurance conclusion thereon.
Responsibilities of Management and Those Charged an audit conducted in accordance with Standards on
with Governance for the Standalone Financial Auditing will always detect a material misstatement
Statements when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in
7. The accompanying standalone financial statements the aggregate, they could reasonably be expected to
have been approved by the Company’s Board influence the economic decisions of users taken on
of Directors. The Company’s Board of Directors the basis of these standalone financial statements.
are responsible for the matters stated in section
134(5) of the Act with respect to the preparation 11. s part of an audit in accordance with the Standards
A
and presentation of these standalone financial on Auditing, specified under section 143(10) of the
statements that give a true and fair view of the Act, we exercise professional judgment and maintain
financial position, financial performance including professional skepticism throughout the audit. We also:
other comprehensive income, changes in equity and
cash flows of the Company in accordance with the •
Identify and assess the risks of material
Ind AS specified under section 133 of the Act and misstatement of the standalone financial
other accounting principles generally accepted in statements, whether due to fraud or error,
India. This responsibility also includes maintenance design and perform audit procedures responsive
of adequate accounting records in accordance to those risks, and obtain audit evidence that is
with the provisions of the Act for safeguarding of sufficient and appropriate to provide a basis for
the assets of the Company and for preventing and our opinion. The risk of not detecting a material
detecting frauds and other irregularities; selection misstatement resulting from fraud is higher
and application of appropriate accounting policies; than for one resulting from error, as fraud may
making judgments and estimates that are reasonable involve collusion, forgery, intentional omissions,
and prudent; and design, implementation and misrepresentations, or the override of internal
maintenance of adequate internal financial controls, control;
that were operating effectively for ensuring the
accuracy and completeness of the accounting •
Obtain an understanding of internal control
records, relevant to the preparation and presentation relevant to the audit in order to design
of the financial statements that give a true and audit procedures that are appropriate in the
fair view and are free from material misstatement, circumstances. Under section 143(3) (i) of the
whether due to fraud or error. Act, we are also responsible for expressing our
opinion on whether the Company has adequate
8. In preparing the financial statements, the Board of internal financial controls with reference
Directors is responsible for assessing the Company’s to financial statements and the operating
ability to continue as a going concern, disclosing, as effectiveness of such controls;
applicable, matters related to going concern, and
using the going concern basis of accounting unless •
Evaluate the appropriateness of accounting
the Board of Directors either intends to liquidate the policies used and the reasonableness of
Company or to cease operations, or has no realistic accounting estimates and related disclosures
alternative but to do so. made by the management;
9.
The Board of Directors is also responsible for • Conclude on the appropriateness of the Board
overseeing the Company’s financial reporting of Directors’ use of the going concern basis of
process. accounting and, based on the audit evidence
obtained, whether a material uncertainty exists
Auditor’s Responsibilities for the Audit of the related to events or conditions that may cast
Standalone Financial Statements significant doubt on the Company’s ability to
10. Our objectives are to obtain reasonable assurance continue as a going concern. If we conclude that
about whether the standalone financial statements as a material uncertainty exists, we are required
a whole are free from material misstatement, whether to draw attention in our auditor’s report to the
due to fraud or error, and to issue an auditor’s report related disclosures in the standalone financial
that includes our opinion. Reasonable assurance is a statements or, if such disclosures are inadequate,
high level of assurance, but is not a guarantee that to modify our opinion. Our conclusions are
2014 (as amended), in our opinion and to the or invest in other persons or entities
best of our information and according to the identified in any manner whatsoever
explanations given to us: by or on behalf of the Funding Party
(‘Ultimate Beneficiaries’) or provide any
i. The Company, as detailed in note 40 to guarantee, security or the like on behalf
the standalone financial statements, has of the Ultimate Beneficiaries; and
disclosed the impact of pending litigations
on its financial position as at 31 December c.
Based on such audit procedures
2024; performed as considered reasonable
and appropriate in the circumstances,
ii. The Company did not have any long-term nothing has come to our notice that
contracts including derivative contracts for has caused us to believe that the
which there were any material foreseeable management representations under
losses as at 31 December 2024. sub-clauses (a) and (b) above contain
iii.
There has been no delay in transferring any material misstatement.
amounts, required to be transferred, to the v.
The interim dividend declared and paid
Investor Education and Protection Fund by the Company during the year ended 31
by the Company during the year ended 31 December 2024 and until the date of this
December 2024; and audit report is in compliance with section
123 of the Act.
iv. a.
The management has represented
that, to the best of its knowledge and The final dividend paid by the Company
belief, as disclosed in note 57(e) to during the year ended 31 December 2024
the standalone financial statements, in respect of such dividend declared for the
no funds have been advanced or previous year is in accordance with section
loaned or invested (either from 123 of the Act to the extent it applies to
borrowed funds or securities premium payment of dividend.
or any other sources or kind of
As stated in note 61(i) to the accompanying
funds) by the Company to or in any
standalone financial statements, the
person(s) or entity(ies), including
Board of Directors of the Company have
foreign entities (‘the intermediaries’),
proposed final dividend for the year ended
with the understanding, whether
31 December 2024 which is subject to the
recorded in writing or otherwise, approval of the members at the ensuing
that the intermediary shall, whether, Annual General Meeting. The dividend
directly or indirectly lend or invest in declared is in accordance with section
other persons or entities identified 123 of the Act to the extent it applies to
in any manner whatsoever by or declaration of dividend.
on behalf of the Company (‘the
Ultimate Beneficiaries’) or provide vi. Based on our examination which included
any guarantee, security or the like on test checks, the Company, in respect of
behalf the Ultimate Beneficiaries; financial year commencing on 01 January
2024, has used two accounting software
b. The management has represented that, for maintaining its books of account
to the best of its knowledge and belief, as which have a feature of recording audit
disclosed in note 57(f) to the standalone trail (edit log) facility and the same have
financial statements, no funds have been been operated throughout the year for
received by the Company from any all relevant transactions recorded in the
person(s) or entity(ies), including foreign software. However, the audit trail feature
entities (‘the Funding Parties’), with the was not enabled at database level for one
understanding, whether recorded in accounting software to log any direct data
writing or otherwise, that the Company changes, as described in note 60 to the
shall, whether directly or indirectly, lend standalone financial statements.
In terms of the information and explanations sought by us of refrigerators (Visi coolers) under which
and given by the Company and the books of account and such assets are verified in a phased manner
records examined by us in the normal course of audit, and over a period of three years and no material
to the best of our knowledge and belief, we report that: discrepancies were noticed on such verification.
According to the information and explanations
(i) (a) (A)
The Company has maintained proper
given to us, the existence of containers lying
records showing full particulars, including
with third parties is considered on the basis
quantitative details and situation of
of the confirmations obtained from such
property, plant and equipment, capital
third parties. In our opinion, the frequency of
work-in-progress and relevant details of
physical verification programme adopted by the
right-of-use assets.
Company, is reasonable having regard to the
(B)
The Company has maintained proper size of the Company and the nature of its assets.
records showing full particulars of intangible
(c) The title deeds of all the immovable properties
assets including intangible assets under
held by the Company (other than properties
development.
where the Company is the lessee and the lease
(b) The property, plant and equipment (other than agreements are duly executed in favour of the
refrigerators (Visi coolers) and containers lying lessee), disclosed in Note 4A to the standalone
with third parties) and right-of-use assets have financial statements, are held in the name of the
been physically verified by the management Company. For properties where the Company
during the year and no material discrepancies is a lessee and the lease agreements are duly
were noticed on such verification. The Company executed in favour of the lessee except in
has a regular programme of physical verification following case:
(vii) (a) In our opinion and according to the information have generally been regularly deposited with
and explanations given to us, undisputed the appropriate authorities by the Company,
statutory dues including goods and services though there have been slight delays in a few
tax, provident fund, employees’ state insurance, cases. Further, no undisputed amounts payable
income-tax, sales-tax, service tax, duty of in respect thereof were outstanding at the year-
customs, duty of excise, value added tax, cess end for a period of more than six months from
and other material statutory dues, as applicable, the date they became payable.
(b) According to the information and explanations given to us, we report that there are no statutory dues referred
in sub-clause (a) which have not been deposited with the appropriate authorities on account of any dispute
except for the following:
Name of the statute Nature of Gross Amount paid Period to which Forum where dispute is pending
dues Amount under protest the amount
(` million) (` million) relates
Central Excise Act, 1944 Central 11.89 0.89 April 2012 to CESTAT, New Delhi
excise December 2015
Central Excise Act, 1944 Central 11.39 - March 2011 to Honourable Rajasthan High Court,
excise March 2013 Jaipur
Central Excise Act, 1944 Central 0.16 - March 2015 to Joint Commissioner, Panchkula
excise October 2015
Central Excise Act, 1944 Central 0.58 - March 2015 to CESTAT, Chandigarh
excise January 2016
Central Excise Act, 1944 Central 13.69 0.68 April 2014 to Office of the Commissioner of
excise February 2015 Central Tax, Panchkula
Central Excise Act, 1944 Central 0.11 - February 2016 to Office of the Commissioner of
excise March 2017 Central Excise, Sonipat
Central Excise Act, 1944 Central 0.26 - April 2017 to Office of the Commissioner of
excise June 2018 Central Excise, Sonipat
The Custom Act, 1962 Custom Act 90.75 3.41 January 2017 to CESTAT Mumbai
December 2018
The Custom Act, 1962 Custom Act 117.06 2.32 January 2022 to CESTAT Mumbai
December 2023
The Rajasthan Goods and GST 0.10 0.10 Dec-20 Assistant Commissioner, Jaipur
Services Tax Act, 2017
The Rajasthan Goods and GST 18.02 0.87 July 2017 to Joint Commissioner, Rajasthan
Services Tax Act, 2017 March 2018
The Madhya Pradesh Goods GST 0.10 0.10 2019-2020 Additional Commissioner, Indore
& Services Tax Act, 2017
The Bihar Goods & Services GST 0.004 - 2022-2023 Additional Commissioner,
Tax Act, 2017 Darbhanga
The Bihar Goods & Services GST 0.10 0.10 2022-2023 Case remand back to the
Tax Act, 2017 Commissioner (Appeal)
The Chhattisgarh Goods & GST 8.89 - 2017-2018 Assistant Commissioner of State
Services Tax Act, 2017 Tax, Raipur
The Delhi Goods and GST 0.40 0.40 Mar-20 Additional Commissioner, Noida
Services Tax Act, 2017
The Delhi Goods and GST 10.63 - 2018-2019 Deputy Commissioner, Okhla, Delhi
Services Tax Act, 2017
The Uttar Pradesh Goods GST 0.98 0.25 2017-2021 Additional Commissioner,
and Services Tax Act, 2017 Ghaziabad
The Gujarat Goods and GST 0.48 0.48 March 2020 to Assistant Commissioner, Gujrat
Services Tax Act, 2017 April 2021
The Jharkhand Goods & GST 0.11 0.11 2021-2022 Additional Commissioner, Ranchi
Services Tax Act, 2017
The Rajasthan Goods and GST 0.30 0.30 2019-2020 Appellate Authority-I Commercial
Services Tax Act, 2017 Taxes Jaipur
The Kerala Goods and GST 0.38 0.38 2019-2022 Additional and Joint Commissioner,
Services Tax Act, 2017 Palakkad
The Karnataka Goods & GST 0.11 0.11 2020-2021 Additional Commissioner, Bengaluru
Services Tax Act, 2017
The Haryana Goods and GST 0.20 0.20 2019-2020 Assistant Commissioner, GST
Services Tax Act, 2017 Faridabad
The Haryana Goods and GST 0.21 0.21 2023-2024 Assistant Excise & Taxation Officer
Services Tax Act, 2017 Sonipat
The Haryana Goods and GST 0.64 0.64 01-09-2019 and Additional Commissioner, Panchkula
Services Tax Act, 2017 June 2020
The Haryana Goods and GST 142.68 - 01-04-2020 TO Additional Commissioner, Panchkula
Services Tax Act, 2017 31-03-2021
Punjab Goods and Services GST 120.87 12.08 Nov-22 Assistant Commissioner, GST
Tax Act, 2017 Jalandhar
Punjab Goods and Services GST 80.85 - FY 2019-20 TO Commissioner CBIC, Jalandhar,
Tax Act, 2017 FY 2022-23 Chandigarh
Punjab Goods and Services GST 0.03 0.03 2022-2023 Assistant Commissioner of State Tax
Tax Act, 2017 Mobile Wing Jalandhar
The Uttar Pradesh Goods GST 0.23 0.23 2024-2025 Assistant Commissioner
and Services Tax Act, 2017
The Telangana Goods and GST 10.57 0.06 2020-2021 and Commissioner of Central Tax,
Services Tax Act, 2017 2021-2022 Madhapur, Hyderabad
The Telangana Goods and GST 0.04 0.04 Dec-19 Assistant Commissioner, GST
Services Tax Act, 2017 Sangareddy
The Telangana Goods and GST 2.53 - 2019-2020 Assistant Commissioner, GST
Services Tax Act, 2017 Sangareddy
The Tamil Nadu Goods and GST 2.35 0.62 2019-2023 Joint Commissioner and
Services Tax Act, 2017 Superintendent
Odisha Goods and Services GST 0.18 0.18 2019-2020 Odisha High court
Tax. Act, 2017
The Uttarakhand Goods & GST 0.22 0.22 June 2023 and Additional Commissioner, Haldwani
Service Tax Act 2017. December 2023
The Uttarakhand Goods & GST 0.14 - May 2024 and Additional Commissioner, Haldwani
Service Tax Act 2017. December 2024
Name of the statute Nature of Gross Amount paid Period to which Forum where dispute is pending
dues Amount under protest the amount
(` million) (` million) relates
The Assam Goods & GST 3.31 - Apr-20 to Mar-21 Additional Commissioner, Guwahati
Service Tax Act 2017.
The Assam Goods & GST 1.43 0.68 Apr-19 To May 20 Additional Commissioner, Guwahati
Service Tax Act 2017.
The Assam Goods & GST 5.35 - Apr-20 To March Additional Commissioner, Guwahati
Service Tax Act 2017. 21
Income-Tax Act, 1961 Income tax 39.00 - AY 2012-2013 Honourable High Court, New Delhi
Income-Tax Act, 1961 Income tax 24.20 - AY 2016-2017 Commissioner Income Tax
(Appeals), New Delhi
Income-Tax Act, 1961 Income tax 11.85 - AY 2017-2018 Commissioner Income Tax
(Appeals), New Delhi
Income-Tax Act, 1961 Income tax 24.97 - AY 2018-2019 Commissioner Income Tax
(Appeals), New Delhi
The Uttarakhand Value Value added 0.14 0.23 Apr-12 Commissioner (Appeals) Roorkee
Added Tax Act, 2005 tax
The Uttarakhand Value Value added 3.86 0.50 2015-2016 Honourable High court of
Added Tax Act, 2005 tax Uttarakhand
The Uttarakhand Value Value added 11.16 0.50 2016-2017 Honourable High court of
Added Tax Act, 2005 tax Uttarakhand
The Uttarakhand Value Value added 5.75 - 2017-2018 Deputy Commissioner of Sale Tax,
Added Tax Act, 2005 tax Roorkee
Rajasthan Value Added Tax Value added 582.46 16.75 2010-2015 Honourable Rajasthan High Court -
Act, 2003 tax Jaipur
Rajasthan Value Added Tax Value added 0.04 - 2009-2010, May Deputy Commissioner (Appeal),
Act, 2003 tax 2015 and June Jaipur
2016
The Uttar Pradesh Value Value added 0.10 0.10 2010-2011 Joint Commissioner, Kanpur
Added Tax Act, 2008 tax
West Bengal Value Added Value added 0.25 0.12 Jul'12 West Bengal, Tribunal
Tax Act, 2003 tax
Punjab Value Added Tax Value added 0.36 - 2015-2016 The Deputy Excise and Taxation
Act, 2005 tax Commissioner (Appeals) cum Joint
Director (Investigation), Mohali
Punjab Value Added Tax Value added 0.37 0.14 2016-2017 The Deputy Excise and Taxation
Act, 2005 tax Commissioner (Appeals) cum
Joint Director (Investigation), HQ
Bathinda
Punjab Value Added Tax Value added 0.25 0.03 2016-2017 The Deputy Excise and Taxation
Act, 2005 tax Commissioner (Appeals) cum Joint
Director (Enforcement), Jalandhar
The Uttar Pradesh Value Value added 1.52 0.11 2001-2002 Additional Commissioner (Appeals),
Added Tax Act, 2008 tax Ghaziabad
The Uttar Pradesh Value Value added 14.17 - 2007-2011 Additional Commissioner,
Added Tax Act, 2008 tax Ghaziabad
The Uttar Pradesh Value Value added 4.48 4.48 2011-2012 Tribunal Bench-1, Ghaziabad
Added Tax Act, 2008 tax
Goa Value Added Tax Act Value added 5.61 - 2017-2018 Additional Commissioner of
2005 tax Commercial taxes, Margao
(e) In our opinion and according to the information (xii) The Company is not a Nidhi Company and the Nidhi
and explanations given to us and on an overall Rules, 2014 are not applicable to it. Accordingly,
examination of the financial statements of the reporting under clause 3(xii) of the Order is not
Company, the Company has not taken any applicable to the Company.
funds from any entity or person on account of
or to meet the obligations of its subsidiaries, (xiii) In our opinion and according to the information and
associates or joint ventures. explanations given to us, all transactions entered
into by the Company with the related parties are
(f) In our opinion and according to the information in compliance with sections 177 and 188 of the Act,
and explanations given to us, the Company where applicable. Further, the details of such related
has not raised any loans during the year on the party transactions have been disclosed in the
pledge of securities held in its subsidiaries, joint standalone financial statements, as required under
ventures or associate companies. Indian Accounting Standard (Ind AS) 24, Related
Party Disclosures specified in Companies (Indian
(x) (a)
The Company has not raised any money by
Accounting Standards) Rules 2015 as prescribed
way of initial public offer or further public offer
under section 133 of the Act.
(including debt instruments), during the year.
Accordingly, reporting under clause 3(x)(a) of
(xiv) (a) In our opinion and according to the information
the Order is not applicable to the Company.
and explanations given to us, the Company has
(b) During the year, the Company has made private an internal audit system which is commensurate
placement (Qualified institutions placement) with the size and nature of its business as
of shares. In our opinion and according to the required under the provisions of section 138 of
information and explanations given to us, the the Act.
(b) We have considered the reports issued by the ageing and expected dates of realisation of financial
Internal Auditors of the Company till date for assets and payment of financial liabilities, other
the period under audit. information in the standalone financial statements,
our knowledge of the plans of the Board of Directors
(xv) According to the information and explanation given and management and based on our examination of
to us, the Company has not entered into any non-cash the evidence supporting the assumptions, nothing
transactions with its directors or persons connected
has come to our attention, which causes us to believe
with its directors and accordingly, reporting under
that any material uncertainty exists as on the date
clause 3(xv) of the Order with respect to compliance
of the audit report indicating that Company is not
with the provisions of section 192 of the Act are not
capable of meeting its liabilities existing at the date
applicable to the Company.
of balance sheet as and when they fall due within a
(xvi) T
he Company is not required to be registered under period of one year from the balance sheet date. We,
section 45-IA of the Reserve Bank of India Act, however, state that this is not an assurance as to the
1934. Accordingly, reporting under clauses 3(xvi)(a), future viability of the company. We further state that
(b) and (c) of the Order are not applicable to the our reporting is based on the facts up to the date of
Company. the audit report and we neither give any guarantee
nor any assurance that all liabilities falling due within
(d) B
ased on the information and explanations given a period of one year from the balance sheet date, will
to us and as represented by the management get discharged by the company as and when they
of the Company, the Group (as defined in fall due.
Core Investment Companies (Reserve Bank)
Directions, 2016) has only one CIC as part of the (xx) According to the information and explanations given
Group. to us, the Company does not have any unspent
amounts towards Corporate Social Responsibility in
(xvii) T
he Company has not incurred any cash losses in
respect of any ongoing or other than ongoing project
the current financial year as well as the immediately
as at the end of the financial year. Accordingly,
preceding financial year.
reporting under clause 3(xx) of the Order is not
applicable to the Company.
(xviii)
There has been no resignation of the statutory
auditors during the year. Accordingly, reporting
(xxi)
The reporting under clause 3(xxi) of the Order is
under clause 3(xviii) of the Order is not applicable
not applicable in respect of audit of standalone
to the Company.
financial statements of the Company. Accordingly,
(xix)
According to the information and explanations no comment has been included in respect of said
given to us and on the basis of the financial ratios, clause under this report.
1.
In conjunction with our audit of the standalone controls with reference to financial statements were
financial statements of Varun Beverages Limited (‘the established and maintained and if such controls
Company’) as at and for the year ended 31 December operated effectively in all material respects.
2024, we have audited the internal financial controls
with reference to financial statements of the 4.
Our audit involves performing procedures to
Company as at that date. obtain audit evidence about the adequacy of the
internal financial controls with reference to financial
Responsibilities of Management and Those statements and their operating effectiveness. Our
Charged with Governance for Internal Financial audit of internal financial controls with reference
Controls to financial statements includes obtaining an
2.
The Company’s Board of Directors is responsible understanding of such internal financial controls,
for establishing and maintaining internal financial assessing the risk that a material weakness exists,
controls based on the internal financial controls and testing and evaluating the design and operating
with reference to standalone financial statements effectiveness of internal control based on the
criteria established by the Company considering assessed risk. The procedures selected depend on
the essential components of internal control the auditor’s judgement, including the assessment
stated in the Guidance Note on Audit of Internal of the risks of material misstatement of the financial
Financial Controls over Financial Reporting (‘the statements, whether due to fraud or error.
Guidance Note’) issued by the Institute of Chartered
Accountants of India (‘ICAI’). These responsibilities 5. We believe that the audit evidence we have obtained
include the design, implementation and maintenance is sufficient and appropriate to provide a basis for
of adequate internal financial controls that were our audit opinion on the Company’s internal financial
operating effectively for ensuring the orderly controls with reference to financial statements.
and efficient conduct of the Company’s business,
including adherence to the Company’s policies, Meaning of Internal Financial Controls with
the safeguarding of its assets, the prevention and Reference to Financial Statements
detection of frauds and errors, the accuracy and
completeness of the accounting records, and the 6. A company’s internal financial controls with reference
timely preparation of reliable financial information, to financial statements is a process designed to
as required under the Act. provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial
Auditor’s Responsibility for the Audit of the statements for external purposes in accordance
Internal Financial Controls with Reference to with generally accepted accounting principles. A
Financial Statements company’s internal financial controls with reference
3.
Our responsibility is to express an opinion on the to financial statements include those policies and
Company’s internal financial controls with reference procedures that (1) pertain to the maintenance of
to financial statements based on our audit. We records that, in reasonable detail, accurately and fairly
conducted our audit in accordance with the Standards reflect the transactions and dispositions of the assets
on Auditing issued by the Institute of Chartered of the company; (2) provide reasonable assurance
Accountants of India (‘ICAI’) prescribed under that transactions are recorded as necessary to permit
Section 143(10) of the Act, to the extent applicable preparation of financial statements in accordance
to an audit of internal financial controls with with generally accepted accounting principles, and
reference to financial statements, and the Guidance that receipts and expenditures of the company are
Note on Audit of Internal Financial Controls Over being made only in accordance with authorisations of
Financial Reporting (‘the Guidance Note’) issued by management and directors of the company; and (3)
the ICAI. Those Standards and the Guidance Note provide reasonable assurance regarding prevention
require that we comply with ethical requirements or timely detection of unauthorised acquisition, use,
and plan and perform the audit to obtain reasonable or disposition of the company’s assets that could
assurance about whether adequate internal financial have a material effect on the financial statements.
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
(` in million)
Non-current Current Lease Liabilities
borrowings* borrowings (Non-current and
current)
Balance as at 01 January 2023 29,545.55 5,172.95 1231.06
Cash flows (Net) 10,311.24 2,582.05 (98.25)
Non-cash changes:
Recognition of lease liabilities (net) - - 87.13
Impact of fair value changes (10.74) - -
Balance as at 31 December 2023 39,846.05 7,755.00 1,219.94
*includes current maturities of long-term debts amounting to ` 1,189.89 million (31 December 2023: ` 9,740.56 million). (Refer note 19A and 19B)
Refer Note 47 for amount spent during the financial year 31 December 2024 and 31 December 2023 relating to Corporate Social Responsibilities
activities.
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
(` in million)
Particulars Notes Number of shares Amount
Balance as at 01 January 2023 649,549,620 6,495.50
Changes in equity share capital during the year 2023 649,665,356 0.57
B. Other Equity
(` in million)
Reserve and surplus Share
Capital Share Securities General Retained application
Particulars Notes reserve option premium reserve earnings money Total
outstanding pending
allotment
account
Balance as at 01 January 2023 533.93 29.08 22,569.56 444.26 25,101.68 - 48,678.51
Profit for the year - - - - 17,751.26 - 17,751.26
Other comprehensive income for the year
Re-measurement gain on defined benefit plans
- - - - (20.77) - (20.77)
(Net of taxes)#
Dividend paid* (Refer note 39) - - - - (2,273.48) - (2,273.48)
Share application money pending allotment - - - - - 3.51 3.51
Recognition of share based payment expenses
- 79.10 - - - - 79.10
(Refer note 32)
Pursuant to exercise of employee stock options - (23.19) 67.03 - - - 43.84
Balance as at 31 December 2023 18 533.93 84.99 22,636.59 444.26 40,558.69 3.51 64,261.97
Standalone Statement of Changes in Equity
For the year ended 31 December 2024
(` in million)
Reserve and surplus Share
Capital Share Securities General Retained application
Particulars Notes reserve option premium reserve earnings money Total
outstanding pending
allotment
account
Profit for the year - - - - 23,203.64 - 23,203.64
Other comprehensive income for the year
Re-measurement loss on defined benefit plans - - - - 208.08 - 208.08
(Net of taxes)#
Dividend paid* (Refer note 39) - - - - (3,248.55) - (3,248.55)
Equity share capital issued during the year pending - - - - - (3.51) (3.51)
previous year allotment
Recognition of share based payment expenses - 162.43 - - - 162.43
(Refer note 32)
Pursuant to exercise of employee stock options - (62.72) 183.56 - - - 120.84
CORPORATE OVERVIEW
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
353
Dated : 10 February 2025 Membership No. F- 5746
Summary of material accounting policies and other explanatory
information on the Standalone Financial Statements for the year ended
31 December 2024
1 Corporate information i. Derivative financial instruments;
Varun Beverages Limited (the “Company”) is a ii. Certain financial assets and liabilities measured at
public limited Company domiciled in India. Its fair value (refer accounting policy regarding financial
registered office is at F-2/7, Okhla Industrial Area, instruments);
Phase-I, New Delhi- 110 020. The Company’s equity iii. Defined benefit plans- plan assets measured at fair
shares are listed on Bombay Stock Exchange value; and
Limited (“BSE”) and National Stock Exchange of iv. Share based payments.
India (“NSE”). The Company was incorporated on
The Company presents assets and liabilities in the balance
16 June 1995 with Corporate Identification Number
sheet based on current/non-current classification. An
L74899DL1995PLC069839 under the provision of
asset is treated as current if it satisfies any of the following
the Companies Act, 1956. The Company is primarily
conditions:
engaged in manufacturing, selling, bottling and
distribution of beverages of PepsiCo’s brand i. Expected to be realised or intended to sold or
in geographically pre-defined territories as per consumed in normal operating cycle;
franchisee agreement with PepsiCo India Holdings ii. Held primarily for the purpose of trading;
Private Limited.
iii. Expected to be realised within twelve months after
the reporting period; or
2 Basis for preparation
iv. Cash or cash equivalent unless restricted from being
These standalone financial statements (“financial
exchanged or used to settle a liability for at least
statements”) of the Company have been prepared
twelve months after the reporting period.
in accordance with Indian Accounting Standard
All other assets are classified as non-current.
(“Ind AS”) and comply with requirements of Ind
AS notified under section 133 of the Companies A liability is current if it satisfies any of the following
Act, 2013 (“the Act”), read together with the conditions:
Companies (Indian Accounting Standards) Rules, i. It is expected to be settled in normal operating cycle;
2015 as amended, and other relevant provisions of
ii. It is held primarily for the purpose of trading;
the Act and guidelines issued by the Securities and
Exchange Board of India (SEBI) from time to time, iii. It is due to be settled within twelve months after the
stipulation contained in Schedule III (Revised) and reporting period; or
other pronouncements/ provisions of applicable
iv. There is no unconditional right to defer the settlement
laws. These financial statements are authorised for of the liability for at least twelve months after the
issue on 10 February 2025 in accordance with a reporting period.
resolution of the Board of Directors. The Board of
Directors can permit the revision to the standalone All other liabilities are classified as non-current.
financial statements after obtaining necessary Deferred tax assets and liabilities are classified as non-
approvals or at the instance of regulatory authorities current assets and liabilities.
as per provisions of the Act.
The operating cycle is the time between the acquisition of
assets for processing and its realisation in cash and cash
These standalone financial statements have been
equivalents. The Company has identified twelve months
prepared using the material accounting policies
as its operating cycle.
and measurement basis summarised below. These
accounting policies have been used consistently The Company follows calendar year as its financial year as
throughout all periods presented in these standalone approved by the Company Law Board, New Delhi.
financial statements except as mentioned in The financial statements of the Company are presented
note 3.2 below. in Indian Rupees (`), which is also its functional currency
and all amounts disclosed in the financial statements
The financial statements have been prepared on a and notes have been rounded off to the nearest million
historical cost basis, except for the following assets as per the requirement of Schedule III to the Act, unless
and liabilities which have been measured at fair value: otherwise stated.
c)
Amounts expected to be payable under a When the Company is an intermediate lessor, it
residual value guarantee; and accounts for its interests in the head lease and
the sub-lease separately. It assesses the lease
d) The exercise price under a purchase option that classification of a sub-lease with reference to the
the Company is reasonably certain to exercise,
right-of-use asset arising from the head lease, not
lease payments in an optional renewal period if
with reference to the underlying asset. If a head lease
the Company is reasonably certain to exercise
is a short-term lease to which the Company applies
an extension option, and penalties for early
the exemption described above, then it classifies the
termination of a lease unless the Company is
reasonably certain not to terminate early. sub-lease as an operating lease.
The lease liability is measured at amortized cost The Company recognizes lease payments received
using the effective interest rate method. It is under operating leases as income on a straight-line
remeasured when there is a change in future lease basis over the lease term as part of ‘other income’.
payments arising from a change in an index or rate,
if there is a change in the Company’s estimate of The accounting policies applicable to the Company
the amount expected to be payable under a residual as a lessor in the comparative period were not
value guarantee, or if the Company changes its different from Ind AS 116 - Leases. However, when the
assessment of whether it will exercise a purchase, Company was an intermediate lessor the sub-leases
extension or termination option. When the lease were classified with reference to the underlying asset.
liability is remeasured in this way, a corresponding
adjustment is made to the carrying amount of the The Company recognizes lease payments received
right-of-use asset, or is recorded in profit or loss if under operating leases as income on a straight-line
the carrying amount of the right-of-use asset has basis over the lease term. In case of a finance lease,
been reduced to zero, as the case may be. finance income is recognised over the lease term
based on a pattern reflecting a constant periodic
The Company presents right-of-use assets that
rate of return on the lessor’s net investment in
do not meet the definition of investment property
the lease. When the Company is an intermediate
and lease liabilities as a separate line item in the
lessor it accounts for its interests in the head lease
standalone financial statements of the Company.
and the sub-lease separately. It assesses the lease
The Company has elected not to apply the classification of a sub-lease with reference to the
requirements of Ind AS 116 - Leases to short-term right-of-use asset arising from the head lease, not
leases of all assets that have a lease term of 12 with reference to the underlying asset. If a head lease
months or less and leases for which the underlying is a short term lease to which the Company applies
asset is of low value. The lease payments associated the exemption described above, then it classifies the
with these leases are recognized as an expense on a sub-lease as an operating lease.
straight-line basis over the lease term.
3.8 Employee benefits
The Company as a lessor Contribution to provident and other funds
When the Company acts as a lessor, it determines at Retirement benefit in the form of provident fund is
lease inception whether each lease is a finance lease a defined contribution scheme. The Company has
or an operating lease. To classify each lease, the no obligation, other than the contribution payable
Company makes an overall assessment of whether to the provident fund. The Company recognises
the lease transfers substantially all of the risks and contribution payable to the provident fund scheme
rewards incidental to ownership of the underlying as an expense, when an employee renders the
asset. If this is the case, then the lease is a finance related service. If the contribution payable to the
lease; if not, then it is an operating lease. As part scheme for service received before the balance
Net interest is calculated by applying the The cost of equity-settled transactions is determined
discount rate to the net defined benefit liability by the fair value at the date of grant using an
or asset. appropriate valuation model. That cost is recognised
370
Financial Statements for the year ended 31 December 2024
(` in million)
Land Buildings Plant and Furniture and Vehicles Office Computer Containers Post-mix Total
freehold equipment fixtures equipment equipment vending
machines and
refrigerators
(Visi Cooler)
Gross carrying amount
Balance as at 01 January 2023 6,758.49 12,761.74 35,030.44 207.37 1,157.84 321.54 253.20 4,121.81 9,523.92 70,136.35
Additions for the year 541.92 3,572.67 11,644.35 63.15 156.36 91.43 70.28 1,367.28 65.81 17,573.25
Disposals/adjustments for the year (12.49) (268.00) (1,356.98) (0.19) (66.64) (5.26) (10.81) (694.12) (126.58) (2,541.07)
Balance as at 31 December 2023 7,287.92 16,066.41 45,317.81 270.33 1,247.56 407.71 312.67 4,794.97 9,463.15 85,168.53
Accumulated depreciation
Balance as at 01 January 2023 - 2,890.12 12,398.66 134.95 871.31 211.02 178.07 1,722.70 7,975.87 26,382.70
Depreciation charge for the year - 516.94 2,959.45 17.19 71.37 44.32 33.41 679.08 685.40 5,007.16
Reversal on disposals/adjustments for the year - (51.80) (506.69) (0.18) (62.90) (4.55) (10.17) (547.70) (73.39) (1,257.38)
Balance as at 31 December 2023 - 3,355.26 14,851.42 151.96 879.78 250.79 201.31 1,854.08 8,587.88 30,132.48
Carrying amount as at 31 December 2023 7,287.92 12,711.15 30,466.39 118.37 367.78 156.92 111.36 2,940.89 875.27 55,036.05
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
iv. All title deeds of immovable properties are held in the name of the Company.
(` in million)
Amount
Gross carrying amount
Balance as at 01 January 2023 5,399.45
Additions for the year* 17,376.80
Transfer to property, plant and equipment (7,016.26)
Balance as at 31 December 2023 15,759.99
* includes finance cost amounting to ` 400.95 million (31 December 2023: ` 619.36 million) and employee benefits expense and
other expenses amounting to ` 933.98 million (31 December 2023: ` 320.99 million).
There are no projects as on each reporting period where activity has been suspended. Also, there are no projects as on each
reporting period which has exceeded cost as compared to its original plan or where completion is overdue.
(` in million)
Land Leased Leased plant Total
leasehold buildings and equipment
Gross carrying amount
Balance as at 01 January 2023 8,653.46 295.55 13.60 8,962.61
Addition during the year 694.72 78.41 - 773.13
Rebate (Refer footnote i) (16.61) - - (16.61)
Balance as at 31 December 2023 9,331.57 373.96 13.60 9,719.13
Accumulated amortisation
Balance as at 01 January 2023 460.33 229.16 6.06 695.55
Amortisation for the year 111.90 34.14 1.65 147.69
Balance as at 31 December 2023 572.23 263.30 7.71 843.24
Carrying amount as at 31 December 2023 8,759.34 110.66 5.89 8,875.89
(i) During the year ended on 31 December 2023, the Company has received rebate on leasehold land acquired in
Gorakhpur amounting to ` 16.60 million on account of full premium payment as per prescribed timeline. The
rebate received is adjusted against the carrying value of the respective asset.
(` in million)
Amount
Gross carrying amount
Balance as at 01 January 2023 19.40
Acquired during the year -
Balance as at 31 December 2023 19.40
Impairment
Balance as at 01 January 2023 -
Impairment charge for the year -
Balance as at 31 December 2023 -
Carrying amount as at 31 December 2023 19.40
(` in million)
Franchise rights/ Distribution Computer Total
trademarks network software
(Refer note i)
Gross carrying amount
Balance as at 01 January 2023 6,042.96 157.64 279.89 6,480.49
Additions for the year - - 0.62 0.62
Disposals for the year - - - -
Balance as at 31 December 2023 6,042.96 157.64 280.51 6,481.11
Amortisation
Balance as at 01 January 2023 656.97 79.87 265.10 1,001.94
Amortisation charge for the year - 19.71 8.72 28.43
Reversal on disposals for the year - - - -
Balance as at 31 December 2023 656.97 99.58 273.82 1,030.37
Carrying amount as at 31 December 2023 5,385.99 58.06 6.69 5,450.74
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.
(` in million)
Amount
Gross carrying amount
Balance as at 01 January 2024 -
Additions for the year 43.69
Transfer to intangible assets -
Balance as at 31 December 2024 43.69
(` in million)
Amount
Gross carrying amount
Balance as at 01 January 2023 -
Additions for the year -
Transfer to intangible assets -
Balance as at 31 December 2023 -
There are no projects as on each reporting period where activity has been suspended. Also, there are no projects
as on each reporting period which has exceeded cost as compared to its original plan or where completion is
overdue.
7. Loans
(` in million)
As at As at
31 December 2024 31 December 2023
Loans carried at amortised cost
Loans to related parties, considered good - Unsecured 14,856.27 6,999.39
14,856.27 6,999.39
Loans to subsidiaries:-
Varun Beverages (Zimbabwe) (Private) Limited 466.65 984.10
Varun Beverages (Zambia) Limited# 826.71 802.51
Varun Beverages Morocco SA# 1,110.25 1,077.74
Varun Beverages RDC SAS 5,655.41 2,123.62
Varun Beverages International DMCC 3,844.48 2,011.42
The Beverage Company Proprietary Limited# 2,952.77 -
#The loans granted were tested for impairment in accordance with Ind AS 109 concluding no impairment to the carrying values.
Refer note 51 for information required under Section 186 (4) of the Companies Act, 2013.
There are no loans and advances in the nature of loans granted to promoters, directors, key managerial personnel and related
parties (as defined under Companies Act, 2013) that are either repayable on demand or without specifying any terms or period
of repayment.
10. Inventories
(` in million)
As at As at
31 December 2024 31 December 2023
(Valued at lower of cost or net realisable value)
Raw and packing material (including goods in transit of ` 212.81 (31 7,469.37 5,905.76
December 2023: ` 231.47 )
Work in progress 71.25 24.55
Intermediate goods (including goods in transit of ` 220.55 (31 3,887.77 4,153.40
December 2023: ` 232.21))
Finished goods (including goods in transit of ` 178.06 (31 December 2,809.45 2,985.94
2023: ` 0.92))*
Stores and spares 2,649.21 2,289.09
16,887.05 15,358.74
*The Company manufactures as well as purchases the same product from market for sale and is also involved in trading of other
products of capital nature. In the absence of demarcation between manufactured and purchased goods and the value of stock
in trade being insignificant, it is not separately ascertainable and disclosed.
The cost of inventories recognised as an expense during the year is disclosed in Note 29, Note 30, Note 31 and Note 35.
11. Trade receivables
(` in million)
As at As at
31 December 2024 31 December 2023
Trade receivables, considered good - Unsecured 1,965.01 2,106.55
Trade receivables, considered good - Secured 32.62 22.87
Trade receivables - Credit impaired 289.82 286.72
2,287.45 2,416.14
Less : Allowance for expected credit loss (Refer note 52.2) (289.82) (286.72)
1,997.63 2,129.42
Includes amounts due, in the ordinary course of business, from subsidiaries:
Varun Beverages (Zambia) Limited 96.66 51.21
Varun Beverages Zimbabwe (Private) Limited 210.44 567.08
Varun Beverages (Nepal) Private Limited 7.39 11.19
Lunarmech Technologies Private Limited 18.90 9.64
Varun Beverages Lanka (Private) Limited 55.21 50.79
Varun Beverages RDC SAS - 60.34
Includes amounts due, in the ordinary course of business, from
companies in which directors of the Company are also directors:
Alisha Torrent Closures Private Limited 4.29 0.00*
*Rounded off to Nil.
Trade receivables are non-interest bearing and credit period generally falls in the range of 0 to 120 days.
o trade or other receivable are due from directors or other officers of the Company either severally or jointly with any other
N
person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner,
a director or a member, except as disclosed above.
31 December 2023
(` in million)
Particulars Outstanding from date of transactions
Less than 6 Months- 1-2 Years 2-3 Years More than Total
6 months 1 Year 3 years
Undisputed Trade Receivables – 2,129.42 - - - - 2,129.42
considered good
Undisputed Trade Receivables – which - - - - - -
have significant increase in credit risk
Undisputed Trade receivables – credit 15.40 3.20 8.24 3.00 80.31 110.15
impaired
Disputed Trade receivables - - - - - - -
considered good
Disputed Trade receivables – which - - - - - -
have significant increase in credit risk
Disputed Trade receivables – credit - 3.10 3.03 24.51 145.93 176.57
impaired
Total 2,144.82 6.30 11.27 27.51 226.24 2,416.14
14. Loans
(` in million)
As at As at
31 December 2024 31 December 2023
Loans carried at amortised cost
Loans to related party, considered good - Unsecured* 547.13 -
547.13 -
*Loans to a subsidiary, in the ordinary course of business
(` in million)
Particular No. of shares Amount
Balance as at 01 January 2023 649,549,620 6,495.50
Add: Shares issued of ` 10 each pursuant to exercise of 8,412 0.08
employee stock options
Add: Sub-division/split of 1 share of face value ` 10/- each 649,558,032 -
into 2 share of face value ` 5/- each effective 15 June 2023
(Increase in shares on account of sub-division/split) (Refer
note (g) below)
Add: Shares issued of ` 5 each pursuant to exercise of employee 98,912 0.49
stock options
Balance as at 31 December 2023 1,299,214,976 6,496.07
As per records of the Company, including its register of shareholders/members and other declaration
received from the shareholders regarding beneficial interest, the above shareholding represents both legal
and beneficial ownerships of shares.
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.
(` in million)
As at As at
31 December 2024 31 December 2023
RJ Corp Limited, Parent company* 1,737.75 1,748.75
868,877,060 fully paid-up equity shares of ` 2 each
(31 December 2023: 349,750,824 fully paid-up equity shares of
` 5 each)
1,737.75 1,748.75
*as defined under Ind AS 110 - Consolidated Financial Statements.
h) Pursuant to QIP the Company has issued 132,743,362 equity shares of ` 2 each at a premium of ` 563 per share:
(Refer note 59)
(` in million)
Date of allotment Share capital Securities premium Total
19 November 2024 265.49 74,734.51 75,000.00
18. Other equity
Refer Standalone Statement of Changes in Equity for detailed movement in Other Equity balance.
(` in million)
As at As at
31 December 2024 31 December 2023
Capital reserve 533.93 533.93
Share option outstanding account 184.70 84.99
Securities premium 96,939.28 22,636.59
General reserve 444.26 444.26
Retained earnings 60,721.86 40,558.69
Share application money pending allotment - 3.51
158,824.03 64,261.97
19. Borrowings
A. Non-current borrowings:
(` in million)
As at As at
31 December 2024 31 December 2023
Term loans (secured) (Refer note 19E)
- Indian rupee loan from banks 1,181.43 29,658.63
- Indian rupee loan from others 260.67 446.86
1,442.10 30,105.49
Loans and borrowing above are recognised at amortised cost/fair value taking into account any discount or
premium on acquisition and fee or costs that are part of effective interest rate, accordingly the outstanding
balances above may not necessarily reconcile with repayment amounts.
B. Current borrowings:
(` in million)
As at As at
31 December 2024 31 December 2023
Loans repayable on demand
- Working capital facilities from banks (secured) (Refer 2,433.42 4,805.00
footnote (a))
- Working capital facilities from banks (unsecured) (Refer 1,800.00 2,450.00
footnote (b))
Working capital facility from banks (unsecured) (Refer footnote (c)) 1,450.00 500.00
Current maturities of long-term debts 1,189.89 9,740.56
6,873.31 17,495.56
(a) Working capital facilities from banks are secured by first charge on entire current assets of the Company
ranking pari-passu amongst the banks and second charge on the movable and immovable assets of the
Company pertaining to specific manufacturing units (wherever applicable). During the previous year, one
short term loan facility from a bank was secured by subservient charge over entire current assets and movable
fixed assets (both present and future) of the Company. These facilities carry interest rates ranging between
7.10% to 7.53 % (31 December 2023: 7.45% to 7.76%).
(b) Working capital facilities from banks carrying interest rates 7.16% per annum (31 December 2023: 7.70% to
7.72% per annum).
23 Term loan - 23 - - 1,500.00 500.00 Loan was repaid during the year
20. Provisions
(` in million)
As at As at
31 December 2024 31 December 2023
Non-current
Provision for employee benefits (Refer note 37)
Defined benefit liability (net) 1,089.24 1,417.19
Other long term employee obligations 687.76 639.07
1,777.00 2,056.26
Current
Provision for employee benefits (Refer note 37)
Other short term employee obligations 353.82 311.98
Others (Refer note 56) 294.12 503.72
647.94 815.70
(` in million)
Deferred tax liabilities/(assets) As at Recognised Recognised in As at
01 January in other Statement of 31 December
2023 comprehensive Profit and Loss 2023
income**
Accelerated depreciation for tax purposes 3,701.97 - 142.84 3,844.81
Allowance for doubtful debts (72.74) - 0.58 (72.16)
Accrued bonus (47.50) - 2.99 (44.51)
Fair valuation of financial instruments (15.22) - (10.65) (25.87)
Provision for retirement benefits (474.70) (6.99) (20.27) (501.96)
Borrowings (1.00) - 0.35 (0.65)
Benefit accrued on government grants 96.59 - (22.14) 74.45
Others 12.44 - (153.22) (140.78)
3,199.84 (6.99) (59.52) 3,133.33
*The amounts recognised in other comprehensive income relate to the re-measurement of net defined retirement
benefit liability. Refer note 36 for the amount of the income tax relating to these components of other comprehensive
income.
All significant deferred tax assets have been recognised in the balance sheet.
B. Reconciliation of tax expense between accounting profit at applicable tax rate and effective tax
rate:
(` in million)
As at As at
31 December 2024 31 December 2023
Accounting profit before tax 30,699.39 23,681.63
Tax expense at statutory income tax rate of 25.17% (31 7,726.42 5,959.96
December 2023: 25.17%)
Adjustment of tax relating to earlier years 6.64 (28.82)
Non deductible expenses 83.53 73.73
Deduction claimed u/s Chapter-VI A of Income-tax Act, 1961 (351.34) (109.46)
Income chargeable at special rates (1.64) -
Others 32.14 34.96
Tax expense at effective tax rate reported in the Statement 7,495.75 5,930.37
of Profit and Loss
Disclosure on revenue pursuant to Ind AS 115- Revenue from contract with customers:
A. Reconciliation of revenue recognised with the contracted price:
(` in million)
Particulars Year ended Year ended
31 December 2024 31 December 2023
Gross revenue/Contracted price 139,496.90 123,554.82
Less: Discounts and rebates (1,581.54) (1,388.71)
Revenue from contracts with customers 137,915.36 122,166.11
B. Disaggregation of revenue
a) Information about geographical area
(` in million)
Particulars Year ended Year ended
31 December 2024 31 December 2023
i. Sale of products and rendering of services
(i) Within India 136,208.72 121,606.68
(ii) Outside India 1,706.64 559.43
Total sale of products and rendering of services 137,915.36 122,166.11
b) Revenue from sale of goods and services are recognised at a point in time. There are no disaggregation
of revenue with respect to this information.
c) No single external customer amounts to 10% or more of the Company’s revenue from operations.
C. Contract balances:
The following table provides information about trade receivables and contract liabilities from contract with
customers:
Receivables
(` in million)
Particulars As at As at
31 December 2024 31 December 2023
Trade receivables 2,287.45 2,416.14
Less: Allowances for expected credit loss (289.82) (286.72)
Net receivables 1,997.63 2,129.42
Contract liabilities
(` in million)
Particulars As at As at
31 December 2024 31 December 2023
Advance from customers (Refer note 25) 1,417.35 1,725.58
1,417.35 1,725.58
F. Changes in the contract liabilities balances during the year are as follows:
(` in million)
Particulars Year ended Year ended
31 December 2024 31 December 2023
Balance at the beginning of the year 1,725.58 1,933.09
Addition during the year 1,417.35 1,725.58
Revenue recognised during the year (1,725.58) (1,933.09)
Balance at the closing of the year 1,417.35 1,725.58
31.
Changes in inventories of finished goods, intermediate goods, stock-in-trade and work
-in-progress
(` in million)
Year ended Year ended
31 December 2024 31 December 2023
As at the beginning of the year
- Finished goods 2,985.94 3,180.12
- Intermediate goods 4,153.40 3,361.97
- Work in progress 24.55 55.50
7,163.89 6,597.59
As at the closing of the year
- Finished goods 2,809.45 2,985.94
- Intermediate goods 3,887.77 4,153.40
- Work in progress 71.25 24.55
6,768.47 7,163.89
Finished goods used as property, plant and equipment* (7.02) (51.85)
388.40 (618.15)
*The Company manufactures plastic shells at one of its manufacturing facilities at Alwar. The shells manufactured are used for
beverages operations of the Company as property, plant and equipment (under the head “Containers”). These containers are
also sold to third parties. The cost of manufacturing of plastic shells is being shown here separately with a corresponding debit
to property, plant and equipment.
*Refer note 4A for capitalisation of employee benefits expense in setting-up of new manufacturing facilities.
**Net of share based payments in relation to employees of subsidiaries amounting to ` 22.18 (31 December 2023: 15.75)
*Refer note 4A for capitalisation of finance costs in setting-up of new manufacturing facilities.
*Refer note 4B for capitalisation of other expenses in setting-up of new manufacturing facilities.
**Payment to auditors
(` in million)
Year ended Year ended
31 December 2024 31 December 2023
Services rendered for:
- Audit and reviews 13.50 11.46
- taxation matters 3.23 2.11
- other matters# 1.40 1.86
- reimbursement of expenses 0.94 0.23
19.07 15.66
#Excludes expense of ` 6.07 (31 December 2023: ` Nil) towards fee related to share issue expenses, netted off with share
premium account and expense of ` Nil (31 December 2023: ` 0.23) towards other matters, which has been capitalised in new
projects.
(` in million)
Gratuity Compensated Absences
31 December 31 December 31 December 31 December
2024 2023 2024 2023
Change in fair value of plan assets are as follows:
Plan assets at the beginning of the year, at fair value 672.89 418.43 - -
Expected income on plan assets 49.81 36.31 - -
Actuarial gain/(loss) 28.35 (2.51) - -
Contributions by employer 300.00 250.00 - -
Benefits settled (8.04) (29.34) - -
Plan assets at the end of the year, at fair value 1,043.01 672.89 - -
The Company has taken an insurance policy against its liability towards gratuity, the same has been disclosed as
plan assets above.
(` in million)
Gratuity Compensated Absences
31 December 31 December 31 December 31 December
2024 2023 2024 2023
Reconciliation of present value of the obligation
and the fair value of the plan assets:
Present value of obligation 2,132.25 2,090.08 1,041.58 951.05
Fair value of plan assets (1,043.01) (672.89) - -
Net liability recognised in the Balance Sheet 1,089.24 1,417.19 1,041.58 951.05
(` in million)
Gratuity Compensated Absences
31 December 31 December 31 December 31 December
2024 2023 2024 2023
Amount recognised in Statement of Profit
and Loss:
Current service cost 251.03 208.99 213.85 163.15
Interest expense 148.37 133.22 68.82 63.89
Expected return on plan assets (49.81) (36.31) - -
Actuarial gain - - (118.94) (99.26)
Net cost recognised 349.59 305.90 163.73 127.78
Investment risk The present value of the defined benefit plan liability is calculated using a discount rate
determined by reference to Government Bonds Yield. If plan liability is funded and return
on plan assets is below this rate, it will create a plan deficit.
Interest risk A decrease in the bond interest rate (discount rate) will increase the plan liability.
(discount rate risk)
Mortality risk The present value of the defined benefit plan liability is calculated by reference to the best
estimate of the mortality of plan participants. For this report we have used Indian Assured
Lives Mortality (2012-2014) (31 December 2023: (2012-14)). A change in mortality rate will
have a bearing on the plan's liability.
Salary risk The present value of the defined benefit plan liability is calculated with the assumption of
salary increase rate of plan participants in future. Deviation in the rate of increase of salary
in future for plan participants from the rate of increase in salary used to determine the
present value of obligation will have a bearing on the plan's liability.
The following are maturity profile of Defined Benefit Obligations in future years (before adjusting fair
value of plan assets):
(` in million)
Gratuity Compensated Absences
31 December 31 December 31 December 31 December
2024 2023 2024 2023
i) Weighted average duration of the 6 years 6 years 3 years 3 years
defined benefit obligation
ii) Expected cash flows over the years
(valued on undiscounted basis):
Duration (years)
1 359.50 324.25 353.82 311.98
2 to 5 1,041.41 953.48 671.61 616.72
Above 5 2,105.81 2,406.44 285.48 292.42
3,506.72 3,684.17 1,310.91 1,221.12
Employer’s contribution to provident and other funds ` 592.02 million (31 December 2023 ` 498.45 million)
(Refer note 32)
*Previous year numbers are adjusted for shares splits during the current year (Refer note 17(g)).
41. Commitments
(` in million)
31 December 2024 31 December 2023
a. Guarantees issued on behalf of subsidiaries for business 15,776.40 3,595.76
purposes
b. Estimated amount of contracts remaining to be executed 25,311.44 27,554.41
on capital account and not provided for (net of advances of
` 3,281.12 (31 December 2023: ` 3,375.94))*
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.
*With whom the Company had transactions during the current year and previous year.
#Amalgamated with Devyani International Limited w.e.f. 01 April 2022 vide Hon’ble National Company Law Tribunal
order dated 13 July 2023.
(ii) Terms and conditions of transactions with related parties
The transactions with related parties are made in the ordinary course of business and on terms equivalent
to those that prevail in arm’s length transactions. Outstanding balances at the year-end are unsecured and
settlement occurs in cash. This assessment is undertaken each financial year through examining the financial
position of the related party and the market in which the related party operates.
Amounts below the rounding off norms adopted by the Company are presented as “0.00”.
Note:
(i) Stock options have been granted to KMPs of the Company. The number of stock options granted to such KMPs
outstanding as at 31 December 2024: 35,000 (31 December 2023 : 145,000). However as the liability has not been
determined for individual employees, the charge thereof for the individual employees is not disclosed above.
Previous year numbers are adjusted for shares splits during the current year (Refer note 17(g)).
407
Summary of material accounting policies and other explanatory information on the Standalone
408
Financial Statements for the year ended 31 December 2024
(` in million)
Description Parent and ultimate Subsidiaries/ step Fellow subsidiaries Joint Venture and Relatives of KMPs Entities in which a Entities which are Total
parent down subsidiary and entities Associates (or an director or his/her post employment
controlled by parent associate of any relative is a member/ benefits plans
member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Purchase of goods
- SMV Beverages Private - - - - - - - - - - 449.81 575.53 - - 449.81 575.53
Limited
- Devyani Food Industries - - - - 291.16 384.89 - - - - - - - - 291.16 384.89
Limited
(` in million)
Description Parent and ultimate Subsidiaries/ step Fellow subsidiaries Joint Venture and Relatives of KMPs Entities in which a Entities which are Total
parent down subsidiary and entities Associates (or an director or his/her post employment
controlled by parent associate of any relative is a member/ benefits plans
member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Loan given
- Varun Beverages RDC SAS - - 3,407.05 1,900.11 - - - - - - - - - - 3,407.05 1,900.11
- Varun Beverages - - 1,720.69 83.29 - - - - - - - - - - 1,720.69 83.29
International DMCC
- The Beverages Company - - 2,866.50 - - - - - - - - - - - 2,866.50 -
Propritary limited
- IDVB Recycling Operations - - - - - - - 10.00 - - - - - - - 10.00
Private Limited
Interest income/(expense)
- Varun Beverages Morocco - - 78.64 83.99 - - - - - - - - - - 78.64 83.99
SA
- Varun Beverages (Zimbabwe) - - 71.81 98.59 - - - - - - - - - - 71.81 98.59
(Private) Limited
CORPORATE OVERVIEW
Contribution to corporate
social responsibility activities
- RJ Foundation - - - - - - - - - - 308.11 158.50 - - 308.11 158.50
409
Summary of material accounting policies and other explanatory information on the Standalone
410
Financial Statements for the year ended 31 December 2024
(` in million)
Description Parent and ultimate Subsidiaries/ step Fellow subsidiaries Joint Venture and Relatives of KMPs Entities in which a Entities which are Total
parent down subsidiary and entities Associates (or an director or his/her post employment
controlled by parent associate of any relative is a member/ benefits plans
member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Dividend income
- Varun Beverages (Nepal) - - 999.81 407.53 - - - - - - - - - - 999.81 407.53
Private Limited
- Varun Beverages Lanka - - 316.19 - - - - - - - - - - - 316.19 -
(Private) Limited
Equity investment
- IDVB Recycling Operations - - - - - - 369.93 120.00 - - - - - - 369.93 120.00
Private Limited
- Clean Max Tav Private - - - - - - - 32.82 - - - - - - - 32.82
Limited
- Varun Beverages (Nepal) - - - 625.00 - - - - - - - - - - - 625.00
Private Limited
- Varun Beverages South - - - 0.05 - - - - - - - - - - - 0.05
Africa (PTY) Limited
- Huoban Energy 7 Private - - - - - - - 21.24 - - - - - - - 21.24
Limited
- Lunarmech Technologies Private - - 2,000.00 100.00 - - - - - - - - - - 2,000.00 100.00
Limited
(` in million)
Description Parent and ultimate Subsidiaries/ step Fellow subsidiaries Joint Venture and Relatives of KMPs Entities in which a Entities which are Total
parent down subsidiary and entities Associates (or an director or his/her post employment
controlled by parent associate of any relative is a member/ benefits plans
member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
Dividend paid
- RJ Corp Limited 871.63 615.09 - - - - - - - - - - - - 871.63 615.09
- Mrs. Dhara Jaipuria - - - - - - - - 0.03 0.02 - - - - 0.03 0.02
- Mrs. Devyani Jaipuria - - - - - - - - 78.78 55.15 - - - - 78.78 55.15
(Recovery of Expenses
incurred by the Company on
behalf of others)/expenses
incurred by others on behalf
of the Company)
- Devyani International Limited - - - - 5.58 3.37 - - - - - - - - 5.58 3.37
- Lunarmech Technologies - - - 0.12 - - - - - - - - - - - 0.12
Private Limited
- RJ Corp Limited (1.73) (2.43) - - - - - - - - - - - - (1.73) (2.43)
CORPORATE OVERVIEW
Medical expenditure
Global Health Limited - - - - - - - - - - 0.15 0.11 - - 0.15 0.11
411
Summary of material accounting policies and other explanatory information on the Standalone
412
Financial Statements for the year ended 31 December 2024
(` in million)
Description Parent and ultimate Subsidiaries/ step Fellow subsidiaries Joint Venture and Relatives of KMPs Entities in which a Entities which are Total
parent down subsidiary and entities Associates (or an director or his/her post employment
controlled by parent associate of any relative is a member/ benefits plans
member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
(` in million)
Description Parent and ultimate Subsidiaries/ step Fellow subsidiaries Joint Venture and Relatives of KMPs Entities in which a Entities which are Total
parent down subsidiary and entities Associates (or an director or his/her post employment
controlled by parent associate of any relative is a member/ benefits plans
member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
- Varun Beverages Lanka - - 8.67 4.96 - - - - - - - - - - 8.67 4.96
(Private) Limited
- Varun Beverages - - 6.67 5.49 - - - - - - - - - - 6.67 5.49
(Zimbabwe) (Private)
Limited
- Devyani International - - - - 10.13 4.41 - - - - - - - - 10.13 4.41
Limited
- Varun Beverages (Zambia) - - 7.60 4.95 - - - - - - - - - - 7.60 4.95
Limited
- Varun Beverages Morocco - - 10.08 4.99 - - - - - - - - - - 10.08 4.99
SA
- Rj Corp Limited 1.75 0.84 - - - - - - - - - - - - 1.75 0.84
- Devyani Food Industries - - - - 2.81 2.06 - - - - - - - - 2.81 2.06
(Kenya) Limited
- Varun Beverages RDC SAS - - 2.57 0.30 - - - - - - - - - - 2.57 0.30
CORPORATE OVERVIEW
Capital commitments
- SMV Beverages Private Limited - - - - - - - - - - 156.60 201.60 - - 156.60 201.60
413
Summary of material accounting policies and other explanatory information on the Standalone
414
Financial Statements for the year ended 31 December 2024
(` in million)
Description Parent and ultimate Subsidiaries/ step Fellow subsidiaries Joint Venture and Relatives of KMPs Entities in which a Entities which are Total
parent down subsidiary and entities Associates (or an director or his/her post employment
controlled by parent associate of any relative is a member/ benefits plans
member of the director/trustee
company)
For year ended For year ended For year ended For year ended For year ended For year ended For year ended For year ended
2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023 2024 2023
- Varun Beverages - - 3.37 2.45 - - - - - - - - - - 3.37 2.45
International DMCC
Utilility charges
- Clean Max Tav Private - - - - - - 67.40 28.24 - - - - - - 67.40 28.24
Limited
- Lunarmech Technologies - - 41.02 26.53 - - - - - - - - - - 41.02 26.53
Private Limited
- Huoban Energy 7 Private - - - - - - 39.58 13.34 - - - - - - 39.58 13.34
Limited
Private Limited
- Clean Max Tav Private - - - - - - (0.00) (1.88) - - - - - - (0.00) (1.88)
Limited
- Huoban Energy 7 Private - - - - - - (2.27) (1.70) - - - - - - (2.27) (1.70)
Limited
- RJ Foundation - - - - - - - - - - 0.01 - - - 0.01 -
B. Financial guarantees
- Varun Beverages - - 385.30 374.02 - - - - - - - - - - 385.30 374.02
(Zimbabwe) (Private)
Limited
STATUTORY REPORTS
415
Summary of material accounting policies and other explanatory
information on the Standalone Financial Statements for the year ended
31 December 2024
44. Disclosure on lease transactions pursuant to Ind AS 116 - Leases
he Company’s lease asset class primarily consists of leases for land, buildings and plant and equipment. With the
T
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.
(` in million)
As at As at
31 December 2024 31 December 2023
Current maturities of lease liabilities (Refer note 19D) 77.10 176.29
Non-current lease liabilities (Refer note 19C) 419.61 1,043.65
Total 496.71 1,219.94
ii. The recognised right of use assets relate to land, buildings and plant and equipments as at 31 December 2024 and
31 December 2023:
(` in million)
As at As at
31 December 2024 31 December 2023
Right of use assets - land, buildings and plant and equipments
Balance at the beginning of the year 8,875.89 8,267.06
Additions for the year 602.11 773.13
Rebate/grant related to asset received - (16.61)
Amortisation charge for the year (162.59) (147.69)
Balance at the end of the year 9,315.41 8,875.89
iii. The following are amounts recognised in Standalone Statement of Profit and Loss:
(` in million)
As at As at
31 December 2024 31 December 2023
Amortisation charge on right of use assets 162.59 147.69
Interest expense on lease liabilities* 104.75 115.23
Total 267.34 262.92
*During the year ended 31 December 2024, interest expense on leasehold lands acquired were capitalised as pre-operative
expense amounting to ` 15.43 million.
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.
1. Refer note 43B for amounts paid to RJ Foundation (CSR implementing agency registered with Ministry of
Corporate Affairs, Office of the Registrar of Companies, New Delhi) having objects to carry on CSR activities
as per requirements laid down under Section 135 of the Companies Act, 2013.
2. The Company does not carry any provisions for Corporate Social Responsibility expenses for current year and
previous year.
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
31 December 2024
31 December 2023
31 December 2024
31 December 2023
The risk-free interest rate (continuous compounding) being considered for the calculation is the interest rate
applicable for maturity equal to the expected life of the options on the date of grant of options based on the
zero-coupon yield curve for Government Securities available as on Valuation date taken from www.ccilindia.com.
The measure of volatility used in the Option-Pricing Model is the annualised standard
deviation of the continuous rates of return on the stock over a period of time.
*included in employee benefits expense (net of share based payments in relation to employees of subsidiaries amounting to ` 22.18
(31 December 2023: 15.75) (Refer note 32)
As at As at
31 December 2024 31 December 2023
Number of Weighted Number of Weighted
options average options average
exercise exercise
price (`) price (`)
Number of options granted, exercised and forfeited
Options outstanding as at the beginning of the year 3,083,035 159.82 3,054,875 159.82
Add: Options granted during the year 63,750 576.16 430,000 306.97
Less: Options exercised during the year 729,215 159.82 289,340 159.82
Less: Options forfeited/lapsed during the year 10,000 159.82 112,500 159.82
Options outstanding as at the end of the year 2,407,570 170.84 3,083,035 159.82
Options exercisable at the end of the year 563,877 159.82 180,750 159.82
(` in million)
Particulars As at As at
31 December 2024 31 December 2023
Weighted average remaining life of options outstanding at the end
1.75 2.70
of year (in years)
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.
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..
In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to
ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital
structure requirements.
No changes were made in the objectives, policies or processes for managing capital during the years ended 31
December 2024 and 31 December 2023.
There’s no breaches in the financial covenants of the borrowing that would permit the banks to immediately call
loans and borrowings in the reporting periods.”
The above financial guarantees are given on behalf of subsidiaries for business purposes and are in ordinary
course of business.
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.
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 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.
(` in million)
Profit/(Loss) for the year Equity
Particulars
31 December 2024 31 December 2023 31 December 2024 31 December 2023
USD (129.60) (75.26) (129.60) (75.26)
GBP 0.01 - 0.01 -
Euro 2.96 8.86 2.96 8.86
AED - 0.00* - -
AUD 0.00* - 0.00* -
ZAR (32.10) - (32.10) -
*Rounded off to Nil
If the INR had weakened against the USD by 1% (31 December 2023 1%), GBP by 1% (31 December 2023: 1%), AUD
by 1% (31 December 2023: 1%), EUR by 1% (31 December 2023: 1%) AED by 1% (31 December 2023: 1%) and ZAR
by 1% (31 December 2023: 1%), the following would have been the impact:
(` in million)
Profit/(Loss) for the year Equity
Particulars
31 December 2024 31 December 2023 31 December 2024 31 December 2023
USD 129.60 75.26 129.60 75.26
GBP (0.01) - (0.01) -
Euro (2.96) (8.86) (2.96) (8.86)
AED - 0.00* - 0.00*
AUD 0.00* - 0.00* -
ZAR 32.10 - 32.10 -
*Rounded off to Nil
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.
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.
(` in million)
Profit/(Loss) for the year Equity
Particulars
+1% -1% +1% -1%
31 December 2024 (133.00) 133.00 (133.00) 133.00
31 December 2023 (320.71) 320.71 (320.71) 320.71
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.
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:
(` in million)
31 December 2024 Carrying 1 to 12 1 to 5 years Later than Total
value months 5 years contractual
cash flow
Borrowings (current and non-current) 8,315.41 6,885.51 1,285.57 275.29 8,446.37
Lease liabilities (current and non-current) 496.71 114.15 314.17 1,193.65 1,621.97
Trade payables 5,578.28 5,578.28 - - 5,578.28
Other financial liabilities (current) 5,883.00 5,883.00 - - 5,883.00
Total 20,273.40 18,460.94 1,599.74 1,468.94 21,529.62
(` in million)
31 December 2023 Carrying 1 to 12 1 to 5 years Later than Total
value months 5 years contractual
cash flow
Borrowings (current and non-current) 47,601.05 17,510.27 29,669.00 580.82 47,760.09
Lease liabilities (current and non-current) 1,219.94 282.21 1,026.78 829.45 2,138.44
Trade payables 4,918.61 4,918.61 - - 4,918.61
Other financial liabilities (current) 6,678.70 6,678.70 - - 6,678.70
Total 60,418.30 29,389.79 30,695.78 1,410.27 61,495.84
Payable for capital expenditure 31 December 2024 USD 3.77 INR 322.90
31 December 2023 USD 3.46 INR 288.67
31 December 2024 EUR 3.32 INR 295.85
31 December 2023 EUR 9.63 INR 886.46
31 December 2024 GBP 0.01 INR 0.68
31 December 2023 GBP - INR -
*Rounded off nil.
Note:
i. D
uring the year company had repaid majority of its borrowings from the proceeds of Qualified institutions
placement (QIP), due to which ratios are impacted significantly.
**Total debt- non-current and current borrowings + non-current and current lease liabilities
56.
Disclosure relating to provision:
(` in million)
Particulars As at As at
31 December 2024 31 December 2023
Opening balance 503.72 -
Addition 41.16 503.72
Reversal (250.76) -
Closing balance 294.12 503.72
The Company has made GST provision during the year 31 December 2023 towards tax rate difference based on the demand
order amounting to ` 120.08 million issued by Central GST Commissionerate, Jalandhar for the period 01 July 2017 to 30
September 2021 in the State of Punjab. Considering the demand order, Company has provided for GST liability on entire
sales of a product for the said period. The Company has not recovered the additional GST liability from its customers.
During the current year, the Company has accrued interest on above GST provision and also reversed provisions that has now
become time-barred as at reporting date.
57. A
dditional 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:
Name of the struck Nature of Balance Relationship with Balance Relationship
off company transactions with outstanding as at the struck off outstanding as at with the struck
31 December 2024
struck off company company 31 December 2023 off
company
Ace Polypet Private Sale of goods (0.00)* No relationship (0.00)* No relationship
Limited
C A Trade Links Security deposit (0.09) No relationship (0.09) No relationship
Private Limited received
Ngen Auto Private Purchases - No relationship 0.00* No relationship
Limited
Thermadyne Purchases (0.38) No relationship - No relationship
Private Limited
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).
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:
(` in million)
Particulars Amount as Amount utilised Amount Unutilised/
per placement upto 31 December (Excess spent) as at
document 2024 31 December 2024
Repayment / pre-payment, in part or in full, of
certain outstanding borrowings
56,000.00 50,475.46 5,524.54
availed by our Company and/or one of our
Subsidiaries
Inorganic acquisitions and general corporate
18,390.00 3,858.42 14,531.58
purposes
Share issue expenses# 610.00 611.10 (1.10)
Total 75,000.00 54,944.98 20,055.02
#excludes expenses of ` 4.28 million which is paid subsequent to year ended 31 December 2024.
Unutilised amounts have been kept in fixed deposits, mutual funds and QIP monitoring 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.
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
INDEPENDENT ASSURANCE
STATEMENT
INDEPENDENT REASONABLE ASSURANCE REPORT TO VARUN BEVERAGES LIMITED ON
NON-FINANCIAL BRSR CORE DISCLOSURES IN THE BUSINESS RESPONSIBILITY &
SUSTAINABILITY REPORT FOR THE FINANCIAL YEAR 2024
To,
The Board of Directors,
Varun Beverages Limited
Scope
The scope of work includes the assurance of the following 09 attributes as per Annexure I - Format of
BRSR Core disclosed in the BRSR report. The BRSR core requirements encompass essential
disclosures pertaining to the organization’s Environmental, Social and Governance (ESG).
Limitations
We conducted a reasonable assurance engagement on select BRSR Core attributes, as defined within
the Business Responsibility and Sustainability Reporting (BRSR) framework. Certain limitations
inherent to the subject matter and the assurance process were identified, as detailed below;
• Assurance engagement did not include procedures related to the Report's prospective
information, encompassing targets, expectations, and ambitions. Consequently, no assurance
conclusion is offered regarding such prospective information. Additionally, matters pertaining to
Intellectual Property Rights and competitive issues are outside the scope of this assurance
• DEKRA's assurance process proceeded without any limitations impacting the defined scope.
• Data verification was conducted by DEKRA using a sampling methodology. The reporting
organization, VBL, bears sole responsibility for the authenticity of all data presented.
• Any reliance placed by a person or third party on the BRSR Report is entirely at their own risk.
• DEKRA did not evaluate the company's financial data or performance. DEKRA referenced
financial figures from the audited financial reports, and VBL will be responsible for the
appropriate application of this financial data. DEKRA assumes no liability for the accuracy or
completeness of the financial data contained within the Company's audited financial report.
• This assurance statement's applicability is restricted to the context defined by SEBI circular
SEBI/HO/CFD/CFD-SEC-2/P/CIR/2023/122 (July 12, 2023) and the Industry Standards for
BRSR Core reporting, as specified in SEBI circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2024/177
(December 20, 2024).
• The assessment is limited to data and information within the defined Reporting Period. Any data
outside the period in not considered within the scope of assurance.
• The assessment does not include a review of the Company’s strategy, or other related linkages
expressed in the report. These aspects are not within the scope the assurance engagement.
• The assurance does not extent to mapping the report with reporting frameworks other than
those specifically mentioned. Any assessments or comparisons with frameworks beyond the
specified ones are not considered in this engagement.
• Legal compliance is outside the scope of this assurance. The Company retains full responsibility
for compliance with all relevant laws and regulations.
• This assurance is based on the assumption that the Company's data is complete, sufficient, and
authentic.
Inherit Limitation
Inherent limitations in preparing the Company’s BRSR information requires the management to
establish or interpret the criteria, make determinations about the relevancy of information to be
included, and make estimates and assumptions that affect the reported information.
Measurement of certain amounts and BRSR Core metrics, some of which are estimates, is subject
to substantial inherent measurement uncertainty, for example, GHG emissions, water footprint,
energy footprint. Obtaining sufficient appropriate evidence to support our opinion/conclusion does not
reduce the uncertainty in the amounts and metrics.
Our Responsibility
We are responsible for:
• Planning and performing the engagement to obtain reasonable assurance about whether the
Sustainability Information is free from material misstatement, whether due to fraud or error;
• Forming an independent opinion, based on the evidence we have obtained; and
• Reporting our opinion to the Directors of VBL.
As we are engaged to form an independent opinion on the Sustainability Information as prepared by
management, we are not permitted to be involved in the preparation of the Sustainability Information
as doing so may compromise our independence.
Our work was carried out by an independent and multidisciplinary team including assurance
practitioners, engineers, and experts, in particular, to assist with determining the reasonableness of
VBL’s Sustainability Information. DEKRA assurance team, to the best of knowledge, was not involved
in any non-audit / non-assurance work with the Company and its entities could lead to any Conflict of
Interest. DEKRA was not Involved in the preparation of any statements or data included in the Report
except the Assurance Statement for the VBL. Dekra maintains complete impartiality during the
assurance process. We did not provide any services to VBL in the scope of assurance for the reporting
period that could compromise the independence or impartiality of our work.
Assurance Conclusion
In our opinion, VBL’s Sustainability Information as Business Responsibility and Sustainability Reporting
Core attributes included in the Business Responsibility & Sustainability Report (the “BRSR” or the
“Report”) for the year ended December 31, 2024 is prepared, in all material respects, in accordance
with the Reporting Requirement.
Scope of Assurance
The scope of our assurance engagement encompassed the ‘Sustainability Report’ part of the ‘Annual report 2024’ (final
version submitted on 10th March 2025) and focused on all figures, statements and claims related to sustainability during
the reporting period 1 January 2024 to 31 December 2024. More specifically, this included:
• Non-financial statements, information and performance data contained within the Sustainability Report.
• VBL management approach of material issues; and
• VBL reported data and information as per the requirements of the Global Reporting Initiative Standards.
The scope of the assurance engagement covered 36 plants for manufacturing beverages, 3 plants for backward
integration in India and 12 plants for manufacturing in International territories.
The audit was conducted remotely on the corporate functions and on selected sampled sites. The site selections followed
the risk-based approach and tried to ensure representativeness of various processes and geographical boundaries within
the organization.
Additionally, the scope of the audit included review of the immediate corrections made in the report where gaps were
identified as part of the assessment process.
Our Responsibility
Our responsibility is to express a limited assurance conclusion based on the work performed regarding the accuracy and
completeness of the selected KPIs as presented in the VBL Sustainability Report 2024.
Assurance Methodology
The limited assurance engagement was conducted through the following steps:
• Reviewing the Sustainability Report with respect to the in-accordance criteria of GRI requirements, including
verification of material topics identification by the organization and if they have been adequately disclosed along
with additional disclosures relevant to their operations.
• Evaluation of the data and information underlying the selected KPIs for accuracy and consistency.
• Interviews with key personnel responsible for the collection, monitoring, and reporting of sustainability data.
• Review of internal documentation, data records, and the control environment for managing the relevant
sustainability metrics.
• Examination of the reporting and calculation methodologies used to present the selected KPIs in the
sustainability report.
• DQS verification process included the following GRI disclosures:
o General disclosures: GRI-2
o Materiality assessment and disclosures: GRI-3
o Disclosures of Material topics as listed below:
▪ Water Management : GRI 303-1, GRI 303-2, GRI 303-3, GRI 303-4, GRI 303-5;
▪ GHG Emissions: GRI 305-1, GRI 305-2, GRI 305-3, GRI 305-4, GRI 305-5;
▪ Corporate Citizenship: GRI 304-3, GRI 413-1, GRI 413-2.
▪ Business Ethics & Corporate Governance: GRI-2, GRI 205-1, GRI 205-2, GRI 205-3, GRI 206-1
GRI 406-1
▪ Business Performance: GRI 201-1*
▪ Employee Health & Safety: GRI 403-1 to GRI 403-7, GRI 403-8*, GRI 403-9*, GRI 403-10*
▪ Product Safety & Quality and Consumer Health & Nutrition: GRI 416-1, GRI 416-2.
▪ Packaging Lifecycle Management: GRI 301-3.
o In addition to material topics the following disclosures were also evaluated:
▪ Material Management: GRI 301-1, GRI 301-2, GRI 301-3
▪ Energy mangement: GRI 302-1*, GRI 302-2, GRI 302-3, GRI 302-4, GRI 302-5
▪ Waste management – GRI 306-1, GRI 306-2, GRI 306-3*, GRI 306-4*, GRI 306-5*
▪ Supplier environmental assessment – GRI 308-1*, GRI 308-2
▪ Employment – GRI 401-1, GRI 401-2, GRI 401-3
▪ Labour/management relation – GRI 402-1
▪ Training & education – GRI 404-1, GRI 404-2, GRI 404-3
▪ Diversity & equal opportunity – Gri 405-1*, GRI 405-2*
▪ Freedom of association and collective bargaining – GRI 407-1
▪ Supplier Social assessment – GRI 414-1*, GRI 414-2
▪ Marketing & labelling – GRI 417-1, GRI 417-2, GRI 417-3
▪ Customer Policy – GRI 418-1
▪ Market Presence – GRI 202-1, GRI 202-2
▪ Indirect economic impacts – GRI 203-1, GRI 203-2
▪ Procurement Practices – GRI 204-1
* Verified by third party
• Stakeholder Inclusivity:
We found no evidence of any key stakeholder groups being excluded from VBL's stakeholder engagement
process. VBL has demonstrated a proactive and inclusive approach, ensuring that diverse stakeholder
perspectives are considered throughout their sustainability strategy and reporting efforts.
• Materiality:
We are not aware of any significant material issues concerning VBL’s sustainability performance that have been
omitted from the report. VBL has thoroughly identified and addressed relevant material sustainability topics,
ensuring transparency and alignment with both stakeholder expectations and industry standards.
• Responsiveness:
VBL has established robust processes to effectively respond to stakeholder concerns and manage its material
sustainability issues. However, the assessment was focused on the verification of the selected KPIs and did not
extend beyond the agreed scope of assurance.
• Impact:
VBL has implemented effective processes to measure, evaluate, and manage the environmental and social
impacts associated with its operations. These processes are aligned with key performance indicators (KPIs)
relevant to the nature of its business and identified material sustainability issues.
• Reliability:
Data management systems are established and centralized for the collection and calculation of data associated
with the selected KPIs. These systems provide an adequate foundation for the reliability of the reported data,
though certain operational data depend on measurement arrangements at the site level.
• This limited assurance engagement relies on a risk-based selected sample of sustainability data and the
associated limitations that this entails.
• The reliability of the reported data is dependent on the accuracy of metering and other production measurement
arrangements employed at site level, which were not addressed as part of this assurance.
• This independent statement should not be relied upon to detect all errors, omissions, or misstatements that
may exist.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the selected Key Performance
Indicators (KPIs), as outlined above and reported in the VBL Sustainability Report 2024, are not presented fairly,
in all material respects, in accordance with the applicable criteria.
Bengaluru, India