Varun Beverages Limited — Major Shareholding Notification 2021

Feb 19, 2021

Corporate O ff: Plot No.31, Institutional Area, Sec.-44, Gurgaon, Haryana-122002 (India) Ph.: +91-124-4643100-500 • Fax: +91-124-4643303/04 E-m ail: info@rjcorp.in • Visit us a t : www.varunpepsi.com CIN No. : L74899DL1995PLC069839

February 19, 2021

To,

BSE Limited	National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers,	Exchange Plaza, Block G,C/1, Bandra Kurla
Dalai Street, Mumbai - 400 001	Complex, Bandra (E), Mumbai - 400 051
Email: comrelations (Sbseindia.com	E m a il: cm list(S>nse.co.in
Security Code No. 540180	Sym bol: VBL

Dear Sir,

Sub: Disclosure of Inter-se Transfer of Shares between Promoters in accordance with Regulation 10f51 of SEB1 fSubstantial Acquisition of Shares and Takeovers! Regulations. 2011 fSEBI fSASTi Regulations. 20111

Pursuant to Regulation 10(5) of SEBI (SAST) Regulations, 2011, we would like to inform you that Mr. Ravi Kant Jaipuria, Promoter of Varun Beverages Limited (hereinafter referred as 'the Company') intend to acquire 5,38,81,805 (Five Crores Thirty Eight Lacs Eighty One Thousand Eight Hundred Five) Equity Shares of the Company by way of transfer from Ravi Kant Jaipuria and Sons (HUF)- Promoter of the Company, without any consideration due to proposed dissolution of Ravi Kant Jaipuria and Sons (HUF) in which Mr. Ravi Kant Jaipuria is Karta.

This being an 'inter se' transfer of shares between Promoters, the same falls within the exemptions (under Regulation 10(l)(a)(ii) provided under SEBI (SAST) Regulations, 2011). Shares are transferred without any consideration due to proposed dissolution of Ravi Kant Jaipuria and Sons (HUF).

The aggregate holding of Promoter and Promoter Group before and after the above inter se transfer remains the same as follows:

Shareholding details		Before the proposedtransaction		After the proposedtransaction
		No. of shares/votingrights	% w.r.t totalshare capitalof TC	No. of shares/votingrights	% w.r.ttotal sharecapital ofTC
a	Mr. Ravi Kant Jaipuria (Promoter -Acquirer) and	Nil	Nil	5,38,81,805	18.66%
	PACs [other than Ravi KantJaipuria and Sons (HUF)]	13,78,09,236	47.74%	13,78,09,236	47.74%
b	Ravi Kant Jaipuria and Sons (HUF)(Promoter/ Seller)	5,38,81,805	18.66%	Nil	Nil
	Total	19,16,91,041	66.40%	19,16,91,041	66.40%

JBrcorp V flR U n B EV ER A G ES LlfTlICED

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Corporate O ff: Plot No.31, Institutional Area, Sec.-44, Gurgaon, Haryana-122002 (India) Ph.: +91-124-4643100-500 • Fax: +91-124-4643303/04 E-m ail: info@rjcorp.in • Visit us a t : www.varunpepsi.com CIN No. : L74899DL1995PLC069839

In this connection necessary disclosure under Regulation 10(5) for the above said transfer in the prescribed format, as submitted by the Acquirer is enclosed herewith for your kind information and records.

Thanking You.

Format for Disclosures under Regulation lO f 51 - Intimation to Stock Exchanges in respect of acquisition under Regulation lO f llfa l of SEBI fSubstantial Acquisition of Shares and Takeovers! Regulations. 2011

1 .	Name of the Target Company (TC)	Varun Beverages Limited
2.	Name of the acquirer(s)	Ravi Kant Jaipuria
3.	Whether the acquirer(s) is/ are promoters of the TCprior to the transaction. If not, nature of relationshipor association with the TC or its promoters	Yes. The acquirer is Promoter of the TC.
4.	Details of the proposed acquisition
	a.Name of the person(s) from whom shares are tobe acquired	Ravi Kant Jaipuria and Sons (HUF) -Promoter
	b.Proposed date of acquisition	On or after February 26, 2021
	Number of shares to be acquired from eachc.person mentioned in 4(a) above	5,38,81,805
	Total shares to be acquired as % of share capitald.of TC	18.66%
	e.Price at which shares are proposed to be acquired	Not Applicable - Transfer isdue toproposeddissolutionofRaviKantJaipuria and Sons (HUF) in which I amKarta.
	f.Rationale, if any, for the proposed transfer	Off-market inter-se transfer between thePromoterswithoutconsideration.Transfer of shares is due to proposeddissolution of Ravi Kant Jaipuria and Sons(HUF) in which I am Karta.
5.	Relevant sub-clause of regulation 10(l)(a) underwhich the acquirer is exempted from making openoffer	Proposed transfer of shares from RaviKantJaipuriaandSons(HUF)isexempted under Reg. 10(l)(a)(ii) of SEBI(SAST)Regulations, 2011i.e. personsnamed as promoters in the shareholdingpattern filed by the target company interms of the SEBI (SAST) Regulations,2011.
6.	If, frequently traded, volume weighted averagemarket price for a period of 60 trading dayspreceding the date of issuance of this notice astraded on the stock exchange where the maximumvolume of trading in the shares of the TC arerecorded during such period	Not Applicable-Transferisdue toproposeddissolutionofRaviKantJaipuria and Sons (HUF) in which l amKarta.
7.	If in-frequently traded, the price as determined intermsof clause(e)of sub-regulation(2]ofregulation 8	Not Applicable - Transfer isdue toproposeddissolutionofRaviKantJaipuria and Sons (HUF) in which I amKarta.

8.	Declaration by the acquirer, that the acquisitionprice would not be higher by more than 25% of theprice computed in point 6 or point 7 as applicable	Not Applicable - Transfer is due toproposeddissolutionofRaviKantJaipuria and Sons (HUF) in which 1 amKarta.
9.	Declaration by the acquirer, that the transferor andtransfereehavecomplied/willcomply withapplicable disclosure requirements in Chapter V ofthe Takeover Regulations, 2011 (correspondingprovisions of the repealed Takeover Regulations1997)	Enclosed as Annexure - 1.
10.	Declaration by the acquirer that all the conditionsspecified under regulation 10(l)(a) with respect toexemptions has been duly complied with	Enclosed as Annexure - 1.

11.	Shareholding details		Before the proposedtransaction		After the proposedtransaction
			No. of	% w.r.t	No. of	% w.r.t
			shares	total	shares	total
			/voting	share	/voting	share
			rights	capital of	rights	capital of
				TC		TC
	a	Acquirer(s) - Ravi Kant Jaipuria	Nil	Nil	5,38,81,805	18.66%
		Other PACs (other than sellers)	13,78,09,236	47.74%	13,78,09,236	47.74%
	b	Transferor/ Seller(s) - Ravi KantJaipuria and Sons (HUF)	5,38,81,805	18.66%	Nil	Nil
		Total	19,16,91,041	66.40%	19,16,91,041	66.40%

Date: f9 * 62- • 2-62.1 Place: (^u

Declaration by the Acquirer

This Annexure forms part of the Disclosure submitted as per Regulation 10(5) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, by the Acquirer pursuant to the proposed Interse Transfer of shares of the Target Company i.e. Varun Beverages Limited from Ravi Kant Jaipuria and Sons (HUF) to Ravi Kant Jaipuria due to proposed dissolution of Ravi Kant Jaipuria and Sons (HUF) in which I am Karta.

In this regard, the Acquirer hereby declare that -

• a) The Transferor and Transferee have complied / will comply with applicable disclosure requirements in Chapter V of the Takeover Regulations, 2011; and
• b) All the conditions specified under Regulation 10(1)(a) of the Takeover Regulations, 2011 with respect to exemptions have been duly complied with.

Thanking You Yours Faithfully

Date: I1? -61.' 2.e>2| Place: )