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Annual Report – 2018

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Annual Report – 2018 ANNUAL 2018 REPORT Growing in Growing for India What’s inside this report? Corporate Overview Statutory Reports Financial Statements Rooted in India, 22 Consolidated Financial 04 Board’s Report 87 branching out to the world. Statements Corporate Governance 41 Built for the long-term. We are Standalone Financial 08 Report 185 the Indian thirst quenchers. Statements Management Discussion & 70 Our business model 12 Analysis Pyaas ki haar. India ki jeet. Business Responsibility 13 79 A glance into our winning portfolio Report Chairman’s message 14 A year of achievements 16 Growing over the years 17 Board of directors 18 Strengthening our societal bond 20 Corporate Information 21 Our Business Chairman's Strengthening Model Message our societal pg 12 pg 14 bond pg 20 This Annual Report can be viewed online on www.varunpepsi.com FORWARD-LOOKING STATEMENTS This report may contain some statements on the Company’s business or financials which may be construed as forward-looking based on the management’s plans and assumptions. The actual results may be materially different from these forward-looking statements, although we believe we have been cautious in our assumptions. This has led 0 . 97 bn to refreshing 1 . 3 5 bn* thirsty souls. * Total population of regions where Varun Beverages is operational, including the regions that have been proposed for acquisition from PepsiCo India (subject to statutory approvals), for which a binding agreement has been entered in February 2019 Growing in India. Since inception, our way to the consumers' heart is by quenching their thirst with globally loved beverage brands. Propelled by this vision and reinforced by our business model, we have been on a permanent quest – to continuously spread our geographic presence across India, and overseas; while expanding our portfolio. 02 VARUN BEVERAGES LIMITED CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Growing for India. This quest has led us to 0 . 97 refreshing 1 . 3 5 * billion people, representing 1/6th of the global population, with our infrastructure. * Total population of regions where Varun Beverages is operational, including the regions that have been proposed for acquisition from PepsiCo India (subject to statutory approvals), for which a binding agreement has been entered in February 2019 ANNUAL REPORT 2018 03 Rooted in India, branching out to the world. Delving into our two-and-a-half decades journey wherein we established ourselves in Indian hearts and expanded overseas. • Bottling & Trademark • Commenced • Started operations • Subsequent to a License Agreement operation in Jaipur at Alwar, Jodhpur merger of a Group with PepsiCo through and Kosi Company, sub- a group Company in territories of Goa, 1991 three districts of Maharashtra and North East India got consolidated and three companies having territories of Sri Lanka, Nepal and Morocco became subsidiaries 1991 1996 1999 2012 2011 1995 1998 & 2012 • Varun Beverages Limited • Investment incorporated as by Standard public Limited Chartered PE in company Varun Beverages • Operations started • PepsiCo acquired (International) under Devyani 26% stake in Limited (VBIL)* Beverages Limited Devyani Beverages • PepsiCo sold 26% in in Greater Noida Limited* VBL to VBIL* *Merged in VBL in 2004 *Merged in VBL in 2012 04 VARUN BEVERages LIMITED CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS • Acquisition of Delhi • Investment by AION • Acquired PepsiCo's • Entered into binding (remaining part) Investments India sub-territories agreement to acquire sub-territory • Acquired PepsiCo’s across two States PepsiCo’s India sub- India sub-territories in of Madhya Pradesh territories across seven parts of Uttar Pradesh, (certain parts) and States of Gujarat, parts Uttarakhand, Himachal Odisha of Maharashtra, parts of Pradesh, parts of Karnataka, Kerala, Tamil Haryana, Punjab and Nadu, Telangana and the Union Territory of parts of Andhra Pradesh Chandigarh and five Union Territories of Daman & Diu, Dadra and Nagar Haveli, Puducherry (except Yanam), Andaman & Nicobar Islands and Lakshadweep 2013 2015 2017 2019* 2014 2018 & 2015 2016 • Acquired PepsiCo’s India sub-territories in the State of Jharkhand (with manufacturing facilities), Chhattisgarh and Bihar • Acquired sales & • Acquired distribution rights of shareholding in Varun Tropicana, Gatorade Beverages (Zambia) and Quaker Oats Milk • ` 4,500 million Limited (60%) • Established a greenfield capital infusion by • Public listing on NSE production facility in Promoter group and BSE Zimbabwe *(Post balance sheet date event, approved by the Board and subject to statutory approvals) ANNUAL REPORT 2018 05 Rooted in India, branching out to the world. Varun Beverages is now present in 27# States and 7# Union Territories of India, along with five countries of Nepal, 2 Sri Lanka, Morocco, 1 Zambia and Zimbabwe 18 with a combined 5 3 # 4 population of 1.35 billion . 7 1 24 6 14 10 8 12 23 9 13 22 15 25 19 11 21 31 20 32 16 3 30 29 17 2019 India existing 26 sub-territories 2019 India new 33 sub-territories 2019 Other Franchised 4 sub-territories 27 28 34 2019 International 5 existing sub-territories 35 Manufacturing plants 2 #Subject to statutory approvals Map not to scale Our growth over the years 1995 2005 2015 2016 2018 2019 • Certain • 5 States & • 17 States & • 17 States & • 21 States & • 27# States & designated 1 UT in India 2 UTs in India 2 UTs in India 2 UTs in India 7# UTs in India parts of 2 • 2 countries • 4 countries • 6 countries • 6 countries States & 1 UT • 38 million • 240 million • 276 million • 340 million in India case sales case sales case sales case sales #Includes seven States and five Union Territories, which are under consolidation, subject to statutory approvals 06 VARUN BEVERAGES LIMITED CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS 2019 India existing sub-territories 2019 India new sub-territories* 1 Punjab 14 Uttar Pradesh 25 Gujarat 31 Daman & Diu 2 Himachal Pradesh 15 West Bengal 26 Karnataka 32 Dadra and Nagar Haveli 3 Uttarakhand 16 Certain designated 27 Kerala 33 Puducherry (except Yanam) 4 Delhi parts in Maharashtra 28 Tamil Nadu 34 Andaman & Nicobar Islands 5 Haryana 17 Goa 29 Telangana 35 Lakshadweep 6 Rajasthan 18 Chandigarh 30 Maharashtra 7 Arunachal Pradesh 19 Madhya Pradesh (remaining parts) 8 Assam 20 Odisha 9 Meghalaya 21 Chhattisgarh 10 Manipur 22 Jharkhand 11 Mizoram 23 Bihar 12 Nagaland 24 Sikkim 13 Tripura *Subject to statutory approvals 2019 International existing sub-territories 1 Nepal 3 Morocco 4 Zambia 2 Sri Lanka 5 Zimbabwe Maps not to scale Manufacturing Plants Nine Manufacturing Plants which are under consolidation* 1 Phillaur 10 Sathariya 19 Guwahati Unit I & II 2 Greater Noida I 11 Sathariya II 20 Goa 27 Bharuch 32 Palakkad 3 Greater Noida II 12 Kosi 21 Nepal I 28 Roha 33 Mamandur 4 Jainpur 13 Hardoi 22 Nepal II 29 Aurangabad 34 Sangareddy 5 Jodhpur 14 Mandideep 23 Sri Lanka 30 Mahul# 35 Sri City 6 Bhiwadi 15 Jamshedpur 24 Zambia 31 Nelamangala 7 Nuh 16 Bargarh 25 Zimbabwe 8 Panipat 17 Cuttack 26 Morocco 9 Bazpur 18 Kolkata *Subject to statutory approvals #Only leasehold rights for land & building VBL now accounting for growing proportion of PepsiCo’s beverage sales volume in India PepsiCo trusts 2015 28% Varun Beverages 2016 45% Starting 2019, Varun Beverages will account for 2017 45% 2018 51% * 2019E 80%*+ 80% + of PepsiCo’s beverage sales volume in India. E: Estimated based on existing sales volumes of PepsiCo in the newly acquired regions *Subject to statutory approvals ANNUAL REPORT 2018 07 Built for the long-term. We are the Indian thirst quenchers. We are PepsiCo’s second-largest global franchisee (outside of US) We are PepsiCo’s second largest carbonated soft drinks (CSDs) and non-carbonated beverages (NCBs) global franchisee (outside US) possessing rights to manufacture, distribute and sell CSDs, fruit juice based drinks, packaged drinking water, sports drinks and energy drinks. We are operational in 6 countries spanning 2 continents with access to combined population of 1.35 billion*. We manufacture, distribute and sell beverages to customers ranging from distributors to large retailers to small outlets to restaurants. We have a proven track record of consistently growing sales. In the last five years, our sales volume have grown at a CAGR of 17.2% to 340 million cases in 2018. 2 1.35billion* Continents Population access *Includes population of regions proposed for acquisition from PepsiCo India, for which a binding agreement has been entered into in February 2019, *Subject to statutory approvals 6 2.0million*+ Countries Retail outlet access *Subject to statutory approvals 17.2% Sales volume CAGR 2013-18 08 VARUN BEVERAGES LIMITED CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS We have symbiotic relation with PepsiCo. We are an important and trusted business partner to PepsiCo. We combine their insights and resources with our expertise in manufacturing, packaging, distribution, and understanding of market dynamics to consistently increase sales volume and strengthen PepsiCo’s brand equity. PepsiCo reciprocates this confidence by regularly granting us additional territories and product licenses. Win-win partnership of 27+years PepsiCo VBL • Owner of trademark • Investment in end- to-end execution • Provides infrastructure – plants, formulation through depots, distribution concentrate vehicles and visi- • Invests in research coolers and development Demand • Demand forecasting, – product and delivery production planning packaging Demand and efficient innovation
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