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Varun Beverages Ltd.

BSE: 540180 Sector: Agri and agri inputs
NSE: VBL ISIN Code: INE200M01013
BSE 12:06 | 08 Dec 1350.00 39.70
(3.03%)
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1309.00

HIGH

1353.00

LOW

1309.00

NSE 11:49 | 08 Dec 1339.85 30.95
(2.36%)
OPEN

1313.00

HIGH

1343.90

LOW

1310.65

OPEN 1309.00
PREVIOUS CLOSE 1310.30
VOLUME 71699
52-Week high 1375.75
52-Week low 545.27
P/E 73.57
Mkt Cap.(Rs cr) 87,689
Buy Price 1349.00
Buy Qty 1.00
Sell Price 1350.00
Sell Qty 30.00
OPEN 1309.00
CLOSE 1310.30
VOLUME 71699
52-Week high 1375.75
52-Week low 545.27
P/E 73.57
Mkt Cap.(Rs cr) 87,689
Buy Price 1349.00
Buy Qty 1.00
Sell Price 1350.00
Sell Qty 30.00

Varun Beverages Ltd. (VBL) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 27th (Twenty Seventh) AnnualReport on the business and operations of your Company along with the Audited FinancialStatements for the Financial Year ended December 31 2021.

Financial Performance

The financial performance of your Company for the Financial Year ended December 312021 is summarized below:

(Rs. in Million)
Particulars

Standalone

Consolidated

Financial Year ended December 31 2021 Financial Year ended December 31 2020 Financial Year ended December 31 2021 Financial Year ended December 31 2020
Total Revenue 66530.44 49484.43 90262.16 65927.63
Total Expenses 59715.22 46792.34 80196.08 61637.29
Profit before tax after exceptional items 6815.22 2026.80 10066.08 3625.05
Less: Tax Expenses /(Credit) 1920.35 (237.49) 2605.56 52.34
Profit after tax 4894.87 2264.29 6940.52* 3289.95*
Balance brought forward from last year 10074.42 8619.78 8042.43 5560.11
Balance carried over to Balance Sheet 13942.96 10074.42 13967.42 8042.43
General Reserve 444.26 444.26 444.26 444.26
Other Reserves 25268.66 26712.10 22057.07 23866.43
Reserves & Surplus carried to Balance Sheet 39655.88 37230.78 36468.75 32353.12

*After adjustment on account of non-controlling interest.

Consolidated Financial Statements

The Consolidated Financial Statements of your Company for the Financial Year 2021 areprepared in compliance with the applicable provisions of the Companies Act 2013 ('theAct') Indian Accounting Standards ('Ind AS') and the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 ['SEBI (LODR)Regulations'] which shall also be provided to the Members in their forthcoming AnnualGeneral Meeting ('AGM').

State of the Company's Affairs

Your Company has presence in 27 States and 7 Union Territories in India and 5 othercountries across the world (viz. Nepal Sri Lanka Morocco Zambia & Zimbabwe).Further Company is having 37 manufacturing facilities (31 in India and 6 in InternationalGeographies) with more than 2500 owned vehicles more than 2000 primary distributors andmore than 100 depots. The Company continues to create long-term value through differentfacets of its business and improve its presence product mix and utilisation levels. Withan increasing penetration on the back of a robust distribution network and diversifyingproduct portfolio the Company has created a sustainable operating efficiency at itsmanufacturing facilities.

Deposits

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

Transfer to General Reserve

During the year under review your Company has not transferred any amount to GeneralReserve.

Change in the Nature of Business if any

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

Dividend Distribution Policy

The Board of Directors of the Company in their meeting held on August 9 2017 approvedand 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 athttps://varunpepsi.com/ wp-conten t/uploads/2019/03/Dividend-Distribution- Policy.pdf

Dividend

During the year under review the Board of Directors in their meeting held on August 22021 declared an interim dividend of Rs.2.50 per Equity Share (face value of Rs.10/- perEquity Share) to the eligible equity shareholders of the Company. The Board of Directorsdo not recommend any final dividend for the Financial Year 2021.

Your Company has transferred the unpaid or unclaimed interim dividend to the UnclaimedDividend Account - Varun Beverages Limited and the details of unpaid and unclaimeddividend amount lying in the said Accounts (maintained with HDFC Bank Limited for thedividend declared in 2017 Yes Bank Limited for the dividend declared in 2018 IndusIndBank Limited for the dividend declared in 2019 Axis Bank Limited for the dividenddeclared in 2020 and IndusInd Bank Limited for the dividend declared in 2021) are uploadedon website of the Company at https://varunpepsi.com/corporate- governance/

Acquisition Guidelines

Your Company applies stringent strategic and financial criteria to any potentialacquisition or partnership and to enhance transparency the Board of Directors of theCompany in their meeting held on August 9 2017 approved and adopted AcquisitionGuidelines for Company's M&A activities for viable acquisitions and the same isuploaded on website of the Company at https://varunpepsi.com/wp-content/uploads/2017/08/VBL- Guidelines-for-Acquisition-in-India.pdf

Bonus Issue

During the year under review your Company has issued and allotted 144344360 BonusEquity Shares in the proportion of 1:2 (i.e. one equity share for every two equity shares)to the eligible Members whose names appeared in the Register of Members/list of beneficialowners as on the record date fixed for this purpose.

As part of the aforesaid allotment 16857 Bonus Equity Shares representing fractionalentitlement(s) of 33714 eligible Members were consolidated and allotted to "VarunBeverages Limited - Bonus Issue Fractional Shares Trust" ('Trust') created for thepurpose of selling and distributing the net sale proceeds among the eligible Members inproportion to their respective fractional entitlement. The aforesaid 16857 Equity Shareswere sold by the Trust on August 5 2021 and the net sale proceeds of the same weredistributed to the eligible Members.

Share Capital

The Authorized Share Capital of the Company is Rs.10000000000/- (Rupees Ten Billiononly) divided into 500000000 (Five Hundred Million) Equity Shares of face value ofRs.10/- (Rupees Ten only) each and 50000000 (Fifty Million) Preference Shares of facevalue of Rs.100/- (Rupees One Hundred only) each. During the year under review there wasno change in the Authorized Share Capital of the Company.

During the year under review the Issued Subscribed and Paid-up Equity Share Capitalof your Company was increased from Rs.2886887200/- (Rupees Two Billion Eight HundredEighty Six Million Eight Hundred Eighty Seven Thousand and Two Hundred only) divided into288688720 (Two Hundred Eighty Eight Million Six Hundred Eighty Eight Thousand SevenHundred and Twenty) Equity Shares of face value of Rs.10/- (Rupees Ten only) each toRs.4330330800/- (Rupees Four Billion Three Hundred Thirty Million Three Hundred ThirtyThousand and Eight Hundred only) divided into 433033080 (Four Hundred Thirty ThreeMillion Thirty Three Thousand and Eighty) Equity Shares of face value of Rs.10/- (RupeesTen only) each due to allotment of 144344360 (One Hundred Forty Four Million ThreeHundred Forty Four Thousand Three Hundred and Sixty) Bonus Equity Shares of face value ofRs.10/- (Rupees Ten only) each.

Employees Stock Option Scheme

Your Company has Employees Stock Option Scheme 2016 ('ESOP Scheme 2016') and to alignthe same with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021as amended from time to time the Board of Directors (as recommended by the Nomination andRemuneration Committee) in their meeting held on February 3 2022 approved to amend theESOP Scheme 2016 subject to the approval of shareholders at the ensuing AGM of theCompany.

Certificate from Secretarial Auditors of the Company that ESOP Scheme 2016 has beenimplemented in accordance with the SEBI (Share Based Employee Benefits) Regulations 2014and as substituted by the SEBI (Share Based Employee Benefits and Sweat Equity)Regulations 2021 and the resolution(s) passed by the Members of the Company will beuploaded on website viz. https://varunpepsi.com/ for inspection by Members of the Company.

Relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital andDebentures) Rules 2014 and Regulation 14 of the SEBI (Share Based Employee Benefits andSweat Equity) Regulations 2021 are attached to this report as Annexure - A.

Credit Rating

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

Long Term Rating CRISIL AA/Positive (Re-affirmed)
Short Term Rating CRISIL A1+ (Re-affirmed)

Related Party Transactions

To comply with the provisions of Sections 177 and 188 of the Act and Rules madethereunder read with Regulation 23 of SEBI (LODR) Regulations your Company took necessaryprior approval of the Audit Risk Management and Ethics Committee before entering intorelated party transactions. All contracts/arrangements/transactions entered into by theCompany during the Financial Year 2021 with related parties as defined under the Act andSEBI (LODR) Regulations were in the ordinary course of business and on arm's length basis.

During the year under review your Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material inaccordance with the Policy of the Company for Related Party Transactions.

None of the transactions with any of the related parties were in conflict with theinterest of the Company rather these were synchronized and synergized with the Company'soperations. Attention of Members is drawn to the disclosure of transactions with therelated parties set out in Note No. 44 of the Standalone Financial Statements formingpart of the Annual Report.

Your Company has framed a Policy on Related Party Transactions in accordance with theAct and SEBI (LODR) Regulations. The Policy intends to ensure that proper reportingapproval and disclosure processes are in place for all transactions between the Companyand its related parties. The policy is uploaded on website of the Company athttps://varunpepsi.com/policies/.

Since all transactions which were entered into during the Financial Year 2021 were onarm's length basis and in the ordinary course of business and there was no materialrelated party transaction entered by the Company during the Financial Year 2021 as perPolicy on Related Party Transactions hence no detail is required to be provided in FormAOC-2 prescribed under Clause (h) of Subsection (3) of Section 134 of the Act and Rule8(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 186of the Act are given in the Notes to the Standalone Financial Statements.

Subsidiaries Associates and Joint Ventures

Your Company has following subsidiaries:

Subsidiaries

• Varun Beverages (Nepal) Private Limited;

• Varun Beverages Lanka (Private) Limited;

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

• Varun Beverages Morocco SA;

• Varun Beverages (Zambia) Limited;

• Varun Beverages (Zimbabwe) (Private) Limited;

• Varun Beverages RDC SAS*;

• Varun Beverages International DMCC**; and

• Lunarmech Technologies Private Limited.

*w.e.f. December 31 2021.

**w.e.f. January 31 2022.

As on date there are no associate/joint venture of the Company as defined under theprovisions of the Act.

To comply with the provisions of Section 129 of the Act a separate statementcontaining salient features of Financial Statements of Subsidiaries of your Company(including their performance and financial position) in prescribed Form AOC-1 forms partof Consolidated Financial Statements and therefore not repeated here to avoid duplication.Further contribution of subsidiary(ies) to the overall performance of your Company isoutlined in Note No. 59 of the Consolidated Financial Statements.

Financial Statements of the aforesaid subsidiary companies are kept open for inspectionby the Members at the Registered Office of your Company on all days except SaturdaySunday and Public Holidays up to the date of AGM i.e. April 7 2022 between 11:00 a.m. to5:00 p.m. as required under Section 136 of the Act. Any Member desirous of obtaining acopy of the said Financial Statements may write to the Company at its Registered Office orCorporate Office. The Financial Statements including the Consolidated Financial Statementsand all other documents required to be attached with this Report have been uploaded onwebsite of the Company at https://varunpepsi.com/annual-reports/.

To comply with the provisions of Regulation 16(c) of SEBI (LODR) Regulations the Boardof Directors of the Company have approved and adopted a Policy for determining MaterialSubsidiary. Further Varun Beverages (Zimbabwe) Private Limited is a material subsidiaryof the Company. Policy on Material Subsidiary is uploaded on website of the Company athttps://varunpepsi.com/wp-content/ uploads/2021/02/1doc.pdf

Directors and Key Managerial Personnel

Directors

To comply with the provisions of Section 152 of the Act and in terms of the Articles ofAssociation of the Company Mr. Varun Jaipuria (DIN: 02465412) and Mr. Rajinder Jeet SinghBagga (DIN: 08440479) Whole-time Directors are liable to retire by rotation at theensuing AGM and being eligible seeks re-appointment. The Board of Directors on therecommendation of Nomination and Remuneration Committee recommended their re-appointment.

Further at the 26th AGM of the Company held on April 7 2021 the Membersapproved continuation of directorship of Dr. Naresh Trehan (DIN: 00012148) asNon-executive Independent Director in terms of Regulation 17(1A) of the SEBI (LODR)Regulations.

Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Act including compliance of relevant provisions ofthe Companies (Appointment and Qualifications of Directors) Rules 2014 and SEBI (LODR)Regulations. The Board is of the opinion that the Independent Directors of the Companypossess requisite qualifications experience and expertise and they hold highest standardsof integrity.

None of the Directors of the Company are disqualified as per the provisions of Section164 of the Act. The Directors of the Company have made necessary disclosures under Section184 and other relevant provisions of the Act.

Brief resume and other details of the Director(s) being appointed/re-appointed at theensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of CompanySecretaries of India and Regulation 36 of the SEBI (LODR) Regulations is separatelydisclosed in the Notice of ensuing AGM.

Key Managerial Personnel

Due to role enhancement Mr. Vikas Bhatia was upgraded as Executive Director - Finance(Non-Board Member) of the Company. Accordingly he resigned from the position of ChiefFinancial Officer (Key Managerial Personnel) of the Company w.e.f. August 2 2021.Consequent to the resignation of Mr. Vikas Bhatia Mr. Rajesh Chawla was appointed asChief Financial Officer (Key Managerial Personnel) of the Company w.e.f. August 2 2021 inaccordance with the provisions of Section 203 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

Further Mr. Kapil Agarwal Whole-time Director and Chief Executive Officer and Mr.Ravi Batra Chief Risk Officer & Group Company Secretary continued to be the KeyManagerial Personnel of your Company in accordance with the provisions of Section 203 ofthe 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 thereunderand Regulation 17(10) of SEBI (LODR) Regulations the Board has carried out the annualperformance evaluation of the Directors individually including the Independent Directors(wherein the concerned Director being evaluated did not participate) Board as a whole andfollowing Committees of the Board of Directors:

i) Audit Risk Management and Ethics Committee;

ii) Nomination and Remuneration Committee;

iii) Stakeholders' Relationship Committee; and

iv) Corporate Social Responsibility Committee.

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

Further to comply with Regulation 25(4) of SEBI (LODR) Regulations IndependentDirectors also evaluated the performance of Non-Independent Directors Chairman and Boardas 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 includingcomposition are set out in the Corporate Governance Report which forms part of thisreport. The intervening gap between the meetings was within the period prescribed underthe 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 andRegulation 19 of SEBI (LODR) Regulations the Company's Remuneration Policy for DirectorsKey Managerial Personnel (KMP) Senior Management and other Employees of the Company isuploaded on website of the Company at https://varunpepsi.com/wp-content/uploads/2020/03/Remuneration-Policy.pdf The Policy includes inter- alia the criteria for appointment andremuneration of Directors KMPs Senior Management Personnel and other employees of theCompany.

Remuneration of Directors Key Managerial Personnel and Particulars of Employees

The information required to be disclosed in the Board's Report pursuant to Section 197of the Act read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached to this report as Annexure - B.

Statutory Auditors

Members of the Company in their 22nd AGM held on April 17 2017 appointedM/s. APAS & Co. Chartered Accountants (Firm Registration Number 000340C) [convertedto "APAS & Co. LLP" (Firm Registration Number 000340C/ C400308)] as JointStatutory Auditors of the Company to hold office for a period of up to 5 (five) years i.e.till the conclusion of 27th AGM of the Company to be held in the Financial Year2022.

In terms of provisions of Section 139 of the Act and the Companies (Audit and Auditors)Rules 2014 due to retirement of existing Joint Statutory Auditors viz. M/s. APAS &Co. LLP Chartered Accountants at the ensuing AGM of the Company upon completion of their1st term of 5 (five) years the Board of Directors on the recommendation ofAudit Risk Management and Ethics Committee at their meeting held on February 3 2022have recommended the appointment of M/s. O P Bagla

6 Co. LLP Chartered Accountants (Firm Registration Number 000018N/N500091) as JointStatutory Auditors of the Company for a term of upto 5 (five) consecutive years to holdoffice from the conclusion of ensuing AGM till the conclusion of 32nd AGM ofthe Company to be held in the year 2027 subject to approval of Members of the Company.Brief resume and other details of M/s. O P Bagla & Co. LLP is separately disclosed inthe Notice of ensuing AGM.

M/s. O P Bagla & Co LLP Chartered Accountants have consented to act as JointStatutory Auditors of the Company and confirmed that their aforesaid appointment if madewould be within the limits specified under Section 141(3)(g) of the Act. They have alsoconfirmed that they are not disqualified to be appointed as Statutory Auditors in terms ofprovisions of Sections 139(1) and 141(3) of the Act and the Companies (Audit and Auditors)Rules 2014.

Further Members in their 23rd AGM held on April 17 2018 appointed M/s.Walker Chandiok & Co. LLP Chartered Accountants (Firm Registration Number 001076N/N500013) as Joint Statutory Auditors of the Company to hold office for a period of up to 5(Five) years i.e. till the conclusion of 28th AGM of the Company to be held inthe Financial Year 2023. They have also confirmed that they are not disqualified fromcontinuing as Joint Statutory Auditors of the Company.

The Statutory Auditors' Report for the Financial Year 2021 does not contain anyqualification reservation or adverse remark and forms part of the Annual Report. TheStatutory Auditors have not reported any frauds under Section 143(12) of the Act.

Cost Audit

In terms of Section 148 of the Act and the Companies (Cost Records and Audit) Rules2014 Cost Audit is not applicable on the Company for the Financial Year 2021.

Disclosure under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

To comply with the provisions of Section 134 of the Act and Rules made thereunder yourCompany has complied with the provisions relating to constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

During the year under review one complaint was filed under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the same wasclosed amicably.

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 aplatform to the Directors and Employees of the Company to raise concerns regarding anyirregularity misconduct or unethical matters/dealings within the Company. The same isdetailed in the Corporate Governance Report which forms part of this report.

Secretarial Auditors

The Board of Directors on the recommendation of the Audit Risk Management and EthicsCommittee has appointed M/s. Sanjay Grover & Associates Company Secretaries toconduct Secretarial Audit of your Company. The Secretarial Audit Report for the FinancialYear 2021 is attached to this report as Annexure - C.

Risk Management

Pursuant to the provisions of Regulation 21(5) of SEBI (LODR) Regulations the top1000 listed entities determined on the basis of market capitalization as at the end ofthe immediate previous financial year shall constitute a Risk Management Committee. TheAudit Risk Management and Ethics Committee of the Board of Directors inter-alia monitorsand reviews the risk management plan and such other functions as assigned from time totime.

Your Company has a robust Risk Management Policy which identifies and evaluatesbusiness risks and opportunities. The Company recognize that these risks need to bemanaged and mitigated to protect the interest of the stakeholders and to achieve businessobjectives. The risk management framework is aimed at effectively mitigating the Company'svarious business and operational risks through strategic actions.

Internal Financial Controls

Your Company has in place adequate Internal Financial Controls. The report on InternalFinancial Controls issued by M/s. Walker Chandiok & Co. LLP Chartered Accountants andM/s. APAS & Co. LLP Chartered Accountants Joint Statutory Auditors of the Company isannexed to the Audit Report on the Financial Statements of the Company and does notcontain any reportable weakness in the Company.

Corporate Social Responsibility (CSR)

Your Company has a Corporate Social Responsibility Policy which is uploaded on websiteof the Company at https://varunpepsi.com/wp-content/uploads/2021/06/ CSR-Policy-1.pdf

Annual Report on CSR activities for the Financial Year 2021 as required under Sections134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 and Rule 9 of the Companies (Accounts) Rules 2014 is attached to thisreport as Annexure - D.

Directors' Responsibility Statement

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

(a) in the preparation of the annual accounts for the Financial Year ended December 312021 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of your Company as at December 31 2021 and of the profits of theCompany for the period ended on that date;

(c) proper and sufficient care have been taken for the maintenance of adequateaccounting records in accordance with the provisions of Act for safeguarding the assets ofyour Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going concern basis;

(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls were adequate and operating effectively;and

(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.

Other Information

Management Discussion & Analysis Report

Management Discussion & Analysis Report for the year under review as stipulatedunder Regulation 34(2)(e) of SEBI (LODR) Regulations forms part of the Annual Report.

Business Responsibility Report

Business Responsibility Report for the year under review as stipulated underRegulation 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 exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 is attached to this report as Annexure - E.

Corporate Governance Report

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

Award

Your Company has been awarded with best Corporate Governance award by Capital FinanceInternational in the category - FMCG Sector for the year ended 2021.

Listing

The Equity Shares of the Company are listed on the National Stock Exchange of IndiaLimited and BSE Limited. Both these stock exchanges have nation-wide trading terminals.Annual listing fee for the Financial Year 2021-22 has been paid to the National StockExchange 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 Companyis uploaded on website of the Company at https://varunpepsi.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 Reportdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable laws and regulations. Actual results may differ fromthose expressed in the statements.

General

Your Directors confirm that no disclosure or reporting is required in respect of thefollowing 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 orotherwise.

2. The Whole-time Directors of the Company does not receive any remuneration orcommission from any of its subsidiaries.

3. No significant or material orders were passed by the Regulators or Courts orTribunals 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 Code2016 as at the end of the Financial Year 2021.

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

No material changes and commitments have occurred after the closure of the FinancialYear 2021 till the date of this Report which would affect the financial position of yourCompany.

Acknowledgement

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

Your Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable cooperation and support received from variousGovernment Authorities Banks/Financial Institutions and other stakeholders such asmembers customers and suppliers among others. Your Directors also commend the continuingcommitment and dedication of employees at all levels which has been vital for theCompany's success. Your Directors look forward to their continued support in future.

For and on behalf of the Board of Directors
For Varun Beverages Limited
Ravi Jaipuria
Date: February 3 2022 Chairman
Place: Gurugram DIN: 00003668

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