Director Report

Dear Members,

Your Directors have pleasure in presenting the 29^th (Twenty Ninth) Annual Report on the business and operations of your Company along with the Audited Financial Statements for the Financial Year ended December 31, 2023.

Financial Performance

The financial performance of your Company for the Financial Year ended December 31, 2023 is summarized below:

(` in Million)

*After adjustment on account of non-controlling interest.

Consolidated Financial Statements

The Consolidated Financial Statements of your Company for the Financial Year 2023 are prepared in compliance with the applicable provisions of the Companies Act, 2013 (‘the Act'), Indian Accounting Standards (‘Ind AS') and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [‘SEBI (LODR) Regulations'] which shall also be provided to the Members in their forthcoming Annual General Meeting (‘AGM').

State of the Company's Affairs

Your Company has presence in 27 States and 7 Union Territories in India and 5 other countries across the world (viz. Nepal, Sri Lanka, Morocco, Zambia & Zimbabwe). As of December 31, 2023, the Company has 40 state-of-the-art manufacturing facilities (34 in India and

6 in International Geographies) with more than 2,500 owned vehicles, more than 2,400 primary distributors and more than 120 depots. The Company continues to create long-term value through different facets of its

business and improve its presence, product mix and utilisation levels. With an increasing penetration on the back of a robust distribution network and diversifying product portfolio, the Company has created a sustainable operating efficiency at its manufacturing facilities.

During the year under review, the Board of Directors in their meeting held on December 19, 2023 approved to acquire 100% stake in the business conducted by The Beverage Company (Proprietary) Limited, South Africa along-with its wholly-owned subsidiaries ("Bevco") with an option to accept minority co-investment from large equity fund subject to regulatory and other approvals (if any) including but not limited to PepsiCo Inc. and Competition Commission South Africa. Bevco is engaged in the business of manufacturing and distribution of licensed (PepsiCo Inc.)/own-branded non-alcoholic beverages in South Africa. Bevco has franchise rights from PepsiCo Inc. in South Africa, Lesotho and Eswatini. Additionally, it possesses distribution rights for Namibia and Botswana.

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

Your Company has not transferred any amount to General Reserve for the Financial Year 2023.

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

The Board of Directors of the Company in their meeting held on August 9, 2017 approved and adopted a Policy on Distribution of Dividend to comply with Regulation 43A of SEBI (LODR) Regulations and the same is uploaded on website of the Company at https://varunbeverages.com/ wp-content/uploads/2023/03/10-Dividend-Distribution- Policy.pdf

During the year under review, the Board of Directors in their meeting held on August 3, 2023 declared an interim dividend of ` 1.25 per Equity Share (face value of ` 5/- per Equity Share) to the eligible equity shareholders of the Company. Further, the Board of Directors have also recommended a final dividend of ` 1.25 per Equity Share (face value of ` 5/- per Equity Share) for the Financial Year 2023. Total cash outflow for dividend payout would be ~` 3,248.07 million for the Financial Year 2023.

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

Your Company applies stringent strategic and financial criteria to any potential acquisition or partnership and to enhance transparency, the Board of Directors of the Company have approved and adopted Acquisition Guidelines for Company's M&A activities for viable acquisitions and the same is uploaded on website of the Company at https://varunbeverages.com/wp-content/ uploads/2023/03/9-VBL-Guidelines-for-Acquisition-in- India.pdf

During the year under review, pursuant to the approval of Members through Postal Ballot on June 2, 2023,

the Issued, Subscribed and Paid-up Equity Share Capital existing on the Record Date (i.e. June 15, 2023) was sub-divided/split from 1(One) Equity Share having face value of ` 10/- each fully paid-up, into 2(Two) Equity Shares having face value of ` 5/- each fully paid-up.

Pursuant to the approval of Members through Postal Ballot on June 2, 2023 for sub-division/split of Equity Shares of the Company from 1(One) Equity Share having face value of ` 10/- each fully paid-up, into 2(Two) Equity Shares having face value of ` 5/- each fully paid-up, the Authorized Share Capital of the Company stood sub- divided/split from ` 10,000,000,000/- (Rupees Ten Billion only) divided into 1,000,000,000 (One Billion) Equity Shares of face value of ` 10/- (Rupees Ten only) each to

` 10,000,000,000/- (Rupees Ten Billion only) divided into

2,000,000,000 (Two Billion) Equity Shares of face value of ` 5/- (Rupees Five only) each.

During the year under review, the Issued, Subscribed and Paid-up Equity Share Capital of your Company was increased/changed from ` 6,495,496,200/- (Rupees Six Billion Four Hundred Ninety Five Million Four Hundred Ninety Six Thousand and Two Hundred only) divided into 649,549,620 (Six Hundred Forty Nine Million Five Hundred Forty Nine Thousand and Six Hundred Twenty) Equity Shares of face value of ` 10/- (Rupees Ten only) each to ` 6,496,074,880 (Rupees Six Billion Four Hundred Ninety Six Million Seventy Four Thousand and Eight Hundred Eighty only) divided into 1,299,214,976 (One Billion Two Hundred Ninety Nine Million Two Hundred Fourteen Thousand and Nine Hundred Seventy Six) Equity Shares of face value of ` 5/- (Rupees Five only) each due to sub-division/split of Equity Shares of the Company from 1(One) Equity Share having face value of ` 10/- each fully paid-up, into 2 (Two) Equity Shares having face value of ` 5/- each fully paid-up, and allotment of 115,736 (One Hundred Fifteen Thousand and Seven Hundred Thirty Six) Equity Shares of the Company in aggregate upon exercise of stock options vested under Employees Stock Option Scheme 2016.

Your Company has Employees Stock Option Scheme 2016 (‘ESOP Scheme 2016') i.e. in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended from time to time (‘SEBI ESOP Regulations').

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

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

Credit Rating

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

Related Party Transactions

To comply with the provisions of Sections 177 and 188 of the Act and Rules made thereunder read with Regulation

23 of SEBI (LODR) Regulations, your Company took necessary prior approval of the Audit, Risk Management and Ethics Committee before entering into related party transactions. All contracts/arrangements/transactions entered into by the Company during the Financial Year 2023 with related parties, as defined under the Act and SEBI (LODR) Regulations, were in the ordinary course of business and on arm's length basis.

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

None of the transactions with any of the related parties were in conflict with the interest of the Company rather, these were synchronized and synergized with the Company's operations. Attention of Members is drawn to the disclosure of transactions with the related parties set out in Note No. 42 of the Standalone Financial Statements forming part of the Annual Report.

Your Company has framed a Policy on Related Party Transactions in accordance with the Act and SEBI (LODR) Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is uploaded on website of the Company at https://varunbeverages.com/wp- content/uploads/2023/03/16-Policy-on-Related-Party- Transactions.pdf

Since all transactions which were entered into during the Financial Year 2023 were on arm's length basis and in the ordinary course of business and there was no material related party transaction entered by the Company during the Financial Year 2023 as per Policy on Related Party Transactions, hence no detail is required to be provided in Form AOC-2 prescribed under Clause (h) of Sub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Particulars of Loans, Guarantees or Investments Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Act are given in

the Notes to the Standalone Financial Statements.

Subsidiaries, Associates and Joint Ventures Your Company has following subsidiaries, associates and joint venture:

• Varun Beverages (Nepal) Private Limited;

• Varun Beverages Lanka (Private) Limited;

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

• Varun Beverages Morocco SA;

• Varun Beverages (Zambia) Limited;

• Varun Beverages (Zimbabwe) (Private) Limited;

• Varun Beverages RDC SAS;

• Varun Beverages International DMCC;

• Varun Beverages South Africa (Pty) Ltd. (w.e.f. 23.05.2023);
• VBL Mozambique, SA (w.e.f. 21.11.2023); and

• Lunarmech Technologies Private Limited

• Clean Max Tav Private Limited; and

• Huoban Energy 7 Private Limited (w.e.f. 09.05.2023)

• IDVB Recycling Operations Private Limited

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

Financial Statements of the aforesaid Subsidiaries, Associates and Joint Venture companies are kept open for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holiday up to the date of AGM i.e. April 3, 2024 between 11:00 a.m. to 5:00 p.m. as required under Section

136 of the Act. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company at its Registered Office or Corporate Office. The Financial Statements including the Consolidated Financial Statements and all other documents required to be attached with this Report have been uploaded on website of the Company at https://varunbeverages.com/ annual-reports/

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations, the Board of Directors of the Company have approved and adopted a Policy for determination of Material Subsidiary and Governance of Subsidiaries and as on December 31, 2023, none of the subsidiary was a material subsidiary of the Company in terms of the said Policy. Policy for determination of Material Subsidiary and Governance of Subsidiaries is uploaded on website of the Company at https://varunbeverages.com/ wp-content/uploads/2023/03/17-3.-Policy-on-Material- Subsidiary-VBL.pdf

To comply with the provisions of Section 152 of the Act and in terms of the Articles of Association of the Company, Mr. Raj Gandhi (DIN: 00003649), Whole-time Director is liable to retire by rotation at the ensuing AGM and being eligible, seeks re-appointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee (‘NRC'), recommended his re-appointment for consideration by the Members at the ensuing AGM.

As recommended by NRC, the Board of Directors in their meeting held on February 5, 2024 approved the re-appointment of Mr. Varun Jaipuria (DIN: 02465412) and Mr. Raj Gandhi (DIN: 00003649) w.e.f. November 1, 2024 and Mr. Rajinder Jeet Singh Bagga (DIN: 08440479)

w.e.f. May 2, 2024 as Whole-time Directors for a further period of upto 5 (Five) years, liable to retire by rotation, subject to the approval of Members at the ensuing AGM of the Company. The NRC and Board of Directors are of the view that their skills, background and experience are aligned to the role and capabilities identified by NRC and that they are eligible for re-appointment as Whole-time Directors of the Company. Further, the above-mentioned Directors have affirmed that they are not debarred from holding the office of Director by virtue of any order of SEBI or any other such Authority.

Further, the appointment of Mr. Abhiram Seth (DIN: 00176144) and Mr. Anil Kumar Sondhi (DIN: 00696535) as Independent Directors, not liable to retire by rotation, to hold office for a term of upto 5 (Five) consecutive years w.e.f. May 2, 2023 were approved by

the Shareholders of your Company through Postal Ballot on June 2, 2023.

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

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and they hold highest standards of integrity (including the proficiency) and fulfils the conditions specified in the Act read with Rules made thereunder and SEBI (LODR) Regulations and are eligible & independent of the management.

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

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

Upon completion of their second consecutive term, Mr. Pradeep Sardana (DIN: 00682961) and Dr. Naresh Trehan (DIN: 00012148) ceased to be Independent Directors of your Company w.e.f. March 27, 2023 and November 30, 2023 respectively.

Further, NRC and Board of Directors of the Company in their meetings held on February 5, 2024 approved and recommended the appointment of Dr. Naresh Trehan (DIN: 00012148) as a Non-Executive Non-Independent Director of the Company, liable to retire by rotation, with effect from April 21, 2024 for approval of the Members at the ensuing AGM of the Company. The Company has received a notice in writing under Section 160 of the Act from a member proposing his candidature for the office of Director and Dr. Trehan has also consented to act as Director of the Company and affirmed that he is not debarred from holding the office of Director by virtue of any order of SEBI or any other such Authority.

The NRC and Board of Directors are of the view that his skill, background and experience are aligned to the role and capabilities identified by NRC and that he is eligible for appointment as a Non-Executive Non-Independent Director of the Company.

Key Managerial Personnel

Mr. Lalit Malik was appointed as a Chief Financial Officer and Key Managerial Personnel of the Company

w.e.f. August 4, 2023 in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in place of Mr. Rajesh Chawla, who continues to discharge his responsibilities as CFO (India) of your Company.

Further, Mr. Raj Gandhi (DIN: 00003649), Whole-time Director and Mr. Ravi Batra, Chief Risk Officer & Group Company Secretary, continued to be the Key Managerial Personnel of your Company in accordance with the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Board Evaluation

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (LODR) Regulations, the Board has carried out the annual performance evaluation of the Directors individually including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and following Committees of the Board of Directors:

1. Audit, Risk Management and Ethics Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders' Relationship Committee; and
4. Corporate Social Responsibility Committee.

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

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

Board and Committees of the Board

The number of meetings of the Board and various Committees of the Board including composition are set out in the Corporate Governance Report which

forms part of this report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

Remuneration Policy

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (LODR) Regulations, the Company's Remuneration Policy for Directors, Key Managerial Personnel (KMP), Senior Management and other Employees of the Company is uploaded on website of the Company at https:// varunbeverages.com/wp-content/uploads/2023/03/12- Remuneration-Policy.pdf The Policy includes, inter- alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

Remuneration of Directors, Key Managerial Personnel and Particulars of Employees

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

Further, as per second proviso to Section 136(1) of the Act read with Rule 5 of the Rules, the Board's Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Compliance Officer at complianceofficer@rjcorp.in up to the date of AGM. The said statement is also available for inspection by the Members at the Registered Office of your Company on all days except Saturday, Sunday and Public Holiday up to the date of AGM i.e. April 3, 2024 between 11:00 a.m. to 5:00 p.m.

Statutory Auditors

The Shareholders of the Company in their 27^th & 28^th AGM held on April 7, 2022 and March 27, 2023 respectively appointed M/s. O P Bagla & Co. LLP, Chartered Accountants (Firm Registration Number 000018N/N500091) and M/s. J C Bhalla & Co., Chartered Accountants (Firm Registration Number 001111N) as Joint Statutory Auditors of the Company for a period of upto 5(Five) consecutive years to hold office till the conclusion of AGM to be held in the year 2027 and 2028 respectively. They have also confirmed that they are not disqualified from continuing as Joint Statutory Auditors of the Company.

The Statutory Auditors' Report for the Financial Year 2023 does not contain any qualification, reservation or adverse remark and forms part of the Annual Report. The Statutory Auditors have not reported any fraud under Section 143(12) of the Act.

Cost Audit

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable on the Company for the Financial Year 2023.

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

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

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

Vigil Mechanism/Whistle Blower Policy

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

Secretarial Auditors

The Board of Directors on recommendation of the Audit, Risk Management and Ethics Committee, have appointed M/s. Sanjay Grover & Associates, Company Secretaries (Firm Registration No.: P2001DE052900) to conduct Secretarial Audit of your Company.

The Secretarial Audit Report for the Financial Year 2023 does not contain any qualification, reservation or adverse remark and is attached to this report as Annexure - B.

Risk Management

The Audit, Risk Management and Ethics Committee of the Board of Directors inter-alia monitor and review the risk management plan and such other functions as assigned from time to time.

Your Company has a robust Risk Management Policy which identifies and evaluates business risks and opportunities.

The Company recognize that these risks needs to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Company's various business and operational risks through strategic actions.

Internal Financial Controls

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

Corporate Social Responsibility (CSR)

Your Company has a Corporate Social Responsibility Policy which is uploaded on website of the Company at https://varunbeverages.com/wp-content/uploads/ 2023/05/24-CSR-Policy-Clear-Version.pdf

Annual Report on CSR activities for the Financial Year 2023 as required under Sections 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - C.

Directors' Responsibility Statement

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

1. in the preparation of the annual accounts for the Financial Year ended December 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;
2. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at December 31, 2023 and of the profits of the Company for the period ended on that date;
3. proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;
4. the annual accounts have been prepared on a going concern basis;
5. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls were adequate and operating effectively; and
6. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the Financial Year 2023, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, forms part of the Annual Report.

Business Responsibility and Sustainability Report

Business Responsibility and Sustainability Report for the Financial Year 2023 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (LODR) Regulations forms part of the Annual Report.

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

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

Corporate Governance Report

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

Awards/Recognitions

During the year, your Company has received the following awards:

1. PepsiCo's International Bottler of the Year 2022
2. PepsiCo's Best Bottler in the Africa-Middle East-

South Asia region

3. PepsiCo's 'Better' category award for our sustainability endeavors
5. Business Excellence (Corporate Governance) of The Year 2022 award by Prime Time Research Media Pvt. Ltd.
6. Best Corporate Governance Practices - Varun Beverages Limited award under Business Brand Awards

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of India Limited and BSE Limited. Both these stock exchanges have nation-wide trading terminals. Annual listing fee for the Financial Year 2023-24 has been paid to the National Stock Exchange of India Limited and BSE Limited.

Annual Return

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

Research and Development

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

Cautionary Statement

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

General

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

1. Issue of equity shares with differential voting rights as to dividend, voting or otherwise.
2. The Whole-time Directors of the Company does not receive any remuneration or commission from any of its subsidiaries.
3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
4. Issue of Sweat Equity Shares.
5. No application made or any proceeding pending under Insolvency and Bankruptcy Code, 2016 as at the end of the Financial Year 2023.
6. Details of difference between the amount of valuation at the time of one time settlement and valuation done while taking loan from banks or financial institutions are not applicable.

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

No material changes and commitments have occurred after the closure of the Financial Year 2023 till the date of this Report, which would affect the financial position of your Company.

Your Company's organizational culture upholds professionalism, integrity and continuous improvement

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

For and on behalf of the Board of Directors

For Varun Beverages Limited

across all functions as well as efficient utilization of the Company's resources for sustainable and profitable growth.