Varun Beverages Limited

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October 30, 2025

To,

National Stock Exchange of India Ltd. Exchange Plaza, Block G, C/1, Bandra Kurla Complex, Bandra (E), Mumbai – 400 051 Email: [email protected] Symbol: VBL

BSE Limited Phiroze Jeejeebhoy Towers Dalal Street, Mumbai – 400 001 Email: [email protected] Security Code: 540180

Sub: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

Dear Sir / Madam,

In continuation to our intimation dated October 29, 2025 and pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, copy of the Postal Ballot Notice along with explanatory statement seeking approval of Members for the following resolution by means of Postal Ballot through remote e-voting is enclosed:

Item No.	Resolution	Description
1.	Special Resolution	To approve alteration of Object Clause of the Memorandum of Association of the Company

Remote e-voting shall commence on Friday, October 31, 2025 (9:00 A.M. IST) and end on Saturday, November 29, 2025 (5:00 P.M. IST). Results of remote e-voting along with Scrutinizer's report shall be communicated to the Stock Exchanges within the prescribed time.

You are requested to take the above on record.

Yours faithfully,

For Varun Beverages Limited

Digitally signed by Ravi Batra Ravi Batra Date: 2025.10.30 13:58:40 +05'30' Ravi Batra Chief Risk Officer & Group Company Secretary

Encl.: As above

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Registered Office: F-2/7, Okhla Industrial Area, Phase I, New Delhi 110 020; Tel: +91 11 41706720 Corporate Office: Plot No. 31, Institutional Area, Sector - 44, Gurugram - 122 002; Tel: +91 124 4643100 E-mail : [email protected]; Website: www.varunbeverages.com

Corporate Identity Number: L74899DL1995PLC069839

POSTAL BALLOT NOTICE

[Pursuant to Sections 108 and 110 of the Companies Act, 2013 read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014]

Dear Members,

Notice is hereby given that the resolution(s) set out below are proposed to be passed by the Members of Varun Beverages Limited (“the Company”) by means of Postal Ballot through remote electronic voting (“remote e-voting”) pursuant to the provisions of Sections 108, 110 and all other applicable provisions of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (“the Rules”) [including any statutory modifications or re-enactments thereof, for the time being in force] and in accordance with the guidelines prescribed by the Ministry of Corporate Affairs for inter-alia conducting postal ballot through remote e-voting vide General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, read with other related circulars including General Circular No. 03/2025 dated September 22, 2025 (“MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”), Secretarial Standard - 2 issued by the Institute of Company Secretaries of India and other applicable laws and regulations (if any).

The explanatory statement pursuant to Section 102(1) of the Act setting out all material facts relating to the resolution(s) mentioned in this Postal Ballot Notice is attached.

In compliance with the MCA Circulars and pursuant to Section 110 of the Act and the Rules made thereunder, the Company will send Postal Ballot Notice only by e-mail to all its shareholders who have registered their e-mail addresses with the Company/ Registrar and Share Transfer Agent (“RTA”) or Depository/ Depository Participants and physical copy of the Postal Ballot Notice along with Postal Ballot Forms and pre-paid business

envelope will not be sent to the shareholders for this Postal Ballot. Accordingly, shareholders are required to communicate their assent or dissent through the remote e-voting process only.

The Board of Directors of the Company have appointed Mr. Kapil Dev Taneja, Company Secretary in Whole-time Practice (CP No. 22944), or failing him Mr. Neeraj Arora, Company Secretary in Whole-time Practice (CP No. 16186), partners of M/s Sanjay Grover & Associates, a firm of Company Secretaries, New Delhi as Scrutinizer for conducting the Postal Ballot through remote e-voting process in a fair and transparent manner and they have communicated their willingness to be appointed and will be available for the said purpose.

In compliance with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI LODR Regulations and the MCA Circulars, the Company has provided remote e-voting facility only for this postal ballot process. The Company has engaged the services of National Securities Depository Limited (“NSDL”) to provide remote e-voting facility to the Members of the Company. Please refer instructions for remote e-voting given after the proposed resolution(s) for the process and manner in which remote e-voting is to be carried out.

Remote e-voting period shall commence on Friday, October 31, 2025 (9:00 A.M. IST) and end on Saturday, November 29, 2025 (5:00 P.M. IST). Members are requested to carefully read the instructions while expressing their assent or dissent and cast vote through remote e-voting not later than the close of working hours at 5:00 P.M. (IST) on Saturday, November 29, 2025.

Varun Beverages Limited 01

Upon completion of remote e-voting, the Scrutinizer will submit his report to the Chairman of the Company or any other person authorized by him in writing, who shall countersign the same. The results of postal ballot will be announced on or before 5:00 P.M. (IST), Monday, December 1, 2025 at the Corporate Office of the Company. The results along with the Scrutinizer’s report would be displayed at the Registered and Corporate Office of the Company and shall be submitted with the National Stock Exchange of India Limited and BSE Limited where the shares of the Company are presently listed. Additionally, the results will also be uploaded on the Company’s website viz. www.varunbeverages.com and on website of NSDL viz. https://www.evoting.nsdl.com.

SPECIAL BUSINESS:

To approve alteration of Object Clause of the Memorandum of Association of the Company and in this regard, to consider and if thought fit, to pass the following resolution as a Special Resolution :
“ RESOLVED THAT pursuant to the provisions of Sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and subject to such approvals, consents, permissions and sanctions as may be necessary and subject to such conditions and modifications as may be prescribed or imposed while granting such approvals, consents, permissions and sanctions, approval of the Members be and is hereby accorded to alter/amend the existing Object Clause III(A) of the Memorandum of Association of the Company by insertion of following new sub-clauses III(A)(3), III(A) (4) and III(A)(5) after existing sub-clause III(A)(2):
III(A)(3). To carry on the business of manufacturing, processing, preparing, packaging, buying, selling, distributing, import, export, trading, dealing and marketing in packaged drinking water, frozen foods, noodles, milk powder, milk preparations and Plastic / PET & other kinds or

materials of preforms, closures, bottles, crates, caps, crown caps, tin cans, cups, containers, shells, shrink films, stretch films, corrugated boxes, cartons, labels, laminates, etc. for captive consumption or otherwise.

III(A)(4) To generate, accumulate, transmit, distribute, purchase and supply solar power, wind power or any other types of power from conventional or non-conventional sources or through renewable energy sources or all other sources including manufacturing, production, processing of equipments and intermediaries used therein for captive consumption or otherwise.
III(A)(5). To carry on the business of manufacturing, producing, processing, brewing, distilling, refining, blending, bottling, storing, packaging, selling, distributing, trading, dealing, marketing, movers, preservers, stockists, import & export of Ready To Drink (RTD) and other alcoholic beverages of any type or description including beer, wine, liquor, spirit, brandy, whisky, gin, rum, vodka, in India and abroad and all other materials and things required or capable of being used in connection with above including providing technology, knowhow and ingredients thereof.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to do all such acts, deeds and things and to sign all such documents and writings as may be necessary to give effect to this resolution and for matters connected therewith or incidental thereto”.

By Order of the Board For Varun Beverages Limited Ravi Batra Chief Risk Officer & Place: Gurugram Group Company Secretary Date: October 29, 2025 Membership No. F-5746

02 Varun Beverages Limited

NOTICE

NOTES:

Explanatory statement pursuant to Section 102(1) of the Companies Act, 2013 (“the Act”) setting out material facts relating to the Special Business (being considered unavoidable by the Board of Directors) is annexed hereto.
In compliance with the circulars issued by the Ministry of Corporate Affairs for inter-alia conducting postal ballot through e-voting vide General Circular Nos. 14/2020 dated April 8, 2020 and 17/2020 dated April 13, 2020, read with other related circulars including General Circular No. 03/2025 dated September 22, 2025 (“MCA Circulars”), Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR Regulations”) and Secretarial Standard – 2 issued by the Institute of Company Secretaries of India (“SS-2”), this Postal Ballot Notice along with explanatory statement (“Notice”) and remote e-voting instructions are being sent only by e-mail to all those Members whose e-mail addresses are registered with the Company/Registrar and Share Transfer Agent (“RTA”) or Depository/Depository Participants (“DP”) and whose names appear in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on Friday, October 24, 2025.
Members may note that this Notice will also be available on Company’s website (www. varunbeverages.com), Stock Exchange’s website (www.bseindia.com and www.nseindia.com) and National Securities Depository Limited (‘NSDL’) website (www.evoting.nsdl.com).
In compliance with the requirements of MCA Circulars, physical copy of this Notice along with postal ballot forms and pre-paid business envelope will not be sent to the members for this postal ballot and accordingly, the members are required to communicate their assent or dissent through remote e-voting process only.
Voting right of Members shall be in proportion to the equity shares held by them in the paid-up equity share capital of the Company as on Friday, October 24, 2025 (“Cut-off date”). A person, whose name is recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date shall only be entitled to cast their vote through remote e-voting. A person who is not a Member as on the cut-off date should treat this Notice for information purpose only.
To comply with the provisions of Sections 108 and 110 of the Act read with Rules 20 and 22 of Companies (Management and Administration) Rules, 2014, Regulation 44 of the SEBI LODR Regulations, SS-2 and MCA Circulars, Members are provided with the facility to cast their vote electronically through remote e-voting services provided by NSDL. Instructions for remote e-voting are provided in the Notice.
Remote e-voting period shall commence on Friday, October 31, 2025 (9:00 A.M. IST) and end on Saturday, November 29, 2025 (5:00 P.M. IST). During this period, Members of the Company holding shares either in physical or dematerialized form as on the Cut-off date, i.e. Friday, October 24, 2025 (including those Members who may not have received this Notice due to non-registration of their e-mail address with the Company or the Depositories/ Depository Participants), may cast their vote electronically in respect of the resolution(s) as set out in this Notice only through remote e-voting. The remote e-voting module shall be disabled by NSDL for voting thereafter.
During the remote e-voting period, members can login at NSDL e-voting platform any number of times till they have voted on the resolution(s). Once the vote on resolution is cast by a Member, whether partially or otherwise, Member shall not be allowed to change it subsequently or cast the Vote again.
Results of postal ballot will be announced not later than by 5:00 P.M. (IST) on Monday, December 1, than by 5:00 P.M. (IST) on Monday, December 1, 2025 at Corporate Office of the Company. The 2025 at Corporate Office of the Company. The results results declared declared along along with with the the Scrutinizer’s Scrutinizer’s Report would be displayed at the Registered Report would be displayed at the Registered and and Corporate Office of the Company, will be Corporate Office of the Company, will be submitted submitted with National Stock Exchange of India with National Stock Exchange of India Limited and Limited and BSE Limited where the shares of the BSE Limited where the shares of the Company are Company are presently listed. Additionally, the results along with the Scrutinizer’s Report will also presently listed. Additionally, the results along with be uploaded on the Company’s website viz. www.the Scrutinizer’s Report will also be uploaded on the varunbeverages.com and on website of NSDL viz.Company’s website viz. www.varunbeverages.com https://and on w ww.evoting.nsdl.com./ebsite of https://www.evoting.nsdl.com./
The resolution(s), if passed by requisite majority, shall be deemed to have been passed on the last date of remote e-voting i.e. November 29, 2025.
Members are requested to note that KFin Technologies Limited, Selenium Tower B, Plot Nos. 31 & 32, Financial District, Nanakramguda Serilingampally Mandal Hyderabad - 500032, Telangana is Registrar and Share Transfer Agent (‘RTA’) of the Company to manage the work related to shares held in physical and dematerialized form.

Varun Beverages Limited 03

Members holding shares in physical form and who have not registered their e-mail addresses with the Company can now register the same by sending an e-mail to Compliance Officer of the Company at [email protected] or by sending a request to KFin Technologies Limited, RTA through e-mail at [email protected] or contact at 1800309-4001. Members holding Shares in demat form are requested to register their e-mail address with their Depository Participants only. The registered e-mail address will be used for sending future communications.
SEBI vide its notifications dated June 8, 2018, November 30, 2018 and January 24, 2022, mandated that securities of listed companies can be transferred only in dematerialized form. Accordingly, the Company has stopped accepting any fresh lodgment of transfer of shares in physical form including transmission and transposition requests. In view of the above and to avail various benefits of dematerialization, Members holding shares in physical form are requested to dematerialize the shares held by them in physical form.
SEBI has mandated furnishing of PAN, KYC details (i.e., Postal Address with PIN Code, email address, mobile number, bank account details) by holders of securities in physical form and nomination details by all security holders. Any service request or complaint received from a Member holding shares in physical form will not be processed until the aforesaid details/ documents are provided to RTA. Relevant details and prescribed forms in this regard are available on website of the Company at https://varunbeverages. com/corporate-governance/
SEBI vide Circular Nos. SEBI/HO/OIAE/OIAE_ IAD-1/P/CIR/2023/131 dated July 31, 2023, SEBI/HO/OIAE/OIAE_IAD-1/P/CIR/2023/135 dated August 4, 2023 and SEBI/ HO/OIAE/OIAE_IAD-3/P/ CIR/2023/191 dated December 20, 2023 read with Master Circular No. SEBI/HO/OIAE/OIAE_IAD-3/P/ CIR/2023/195 dated December 28, 2023 had issued
guidelines towards an additional mechanism for investors to resolve their grievances by way of Online Dispute Resolution (‘ODR’) through a common ODR portal. Pursuant to above-mentioned circulars, post exhausting the option to resolve their grievance with the Company/its RTA directly and through existing SCORES platform, the investors can initiate dispute resolution through the ODR Portal https:// smartodr.in/login and the same can also be accessed through our website at https://varunbeverages.com/ investorcontacts/. Members can access the SEBI Circulars on the website of SEBI at https://www. sebi.gov.in/ and the same are also available on the website of the Company at https://varunbeverages. com/investorcontacts/.
Instructions for remote e-voting are as below:
Step 1: Log-in to NSDL e-voting system at https:// www.evoting.nsdl.com/

Step 2: Cast your vote electronically on NSDL e-voting system.

Details on Step 1 are mentioned below:

I. Login method for remote e-voting for individual shareholders holding securities in demat mode
Pursuant to SEBI Circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on ‘e-voting facility provided by Listed Companies’ read with SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/0155 dated November 11, 2024, e-voting process has been enabled to all the individual demat account holders, by way of single login credential, through their demat accounts/ websites of Depositories/ Depository Participants to increase the efficiency of the voting process. Individual demat account holders would be able to cast their vote without having to register again with the e-voting service provider (‘ESP’) thereby not only facilitating seamless authentication but also ease and convenience of participating in e-voting process. Shareholders are advised to update their mobile number and email ID with their DPs to access e-voting facility.

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Type of shareholders Login Method
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Individual Shareholders	Individual Shareholders	Individual Shareholders	1. OTP based login:
holding	securities in		(i) Click on https://eservices.nsdl.com/SecureWeb/evoting/ evotinglogin.jsp.
demat NSDL	mode	with	(ii) Enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP.
			(iii) Enter the OTP received on registered email id/mobile number and click on login.
			(iv) After successful authentication, you will be redirected to NSDL Depository site
			wherein you can see e-voting page.
			(v) Click on company name or e-voting service provider i.e. NSDL. You will be redirected
			to e-voting website of NSDL to caste your vote during the remote e-voting period.

04 Varun Beverages Limited

NOTICE

Type of shareholders Login Method

Users already registered for IDeAS facility:
(i) Visit e-services website of NSDL viz. https://eservices.nsdl.com
(ii) Click on the ‘Beneficial Owner’ icon under ‘Login’ available under ‘IDeAS’ section.
(iii) Enter User ID and Password. After successful authentication, click on ‘Access to e-Voting’ appearing on the left-hand side under e-voting services and you will be able to see e-voting page.
(iv) Click on Company name or e-voting service provider i.e. NSDL. You will be re-directed to e-voting website of NSDL to cast your vote during the remote e-voting period.
User not registered for IDeAS facility:
(i) Click on link: https://eservices.nsdl.com and select ‘Register Online for IDeAS Portal’
OR
Click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
(ii) Proceed with completing the required fields.
(iii) Follow steps mentioned in point no. 1 above.
Alternatively, by directly accessing the e-voting website of NSDL:
(i) Visit e-voting website of NSDL viz. https://www.evoting.nsdl.com
(ii) Click on the icon ‘Login’ available under ‘Shareholder/Member’ section.
(iii) On the Login page, enter your User ID (i.e. your 16 characters demat account number held with NSDL), Password/ OTP and a verification code as shown on the screen.
(iv) After successful authentication, you will be redirected to NSDL website wherein you can see e-voting page. Click on Company name or e-voting service provider i.e. NSDL. You will be re-directed to e-voting website of NSDL to cast your vote during the remote e-voting period.
Shareholders/Members can also download NSDL Mobile App “ NSDL Speede ” facility by scanning the QR code mentioned below for seamless voting experience.

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Individual Shareholders 1. User already registered for Easi/Easiest : holding securities in demat mode with OR CDSL

(i) Visit URL: https://web.cdslindia.com/myeasitoken/home/login

www.cdslindia.com and click on ‘Login’ and select ‘My Easi New (Token)’

(ii) Enter your User ID and Password.

(iii) After successful authentication, the user will be able to see the e-voting menu having link of e-voting service provider i.e. NSDL. Click on NSDL to cast your vote.
User not registered for Easi/Easiest:
(i) Click on link: URL: https://web.cdslindia.com/myeasitoken/home/login and register for Easi or Easiest

(ii) Proceed with completing the required fields.

(iii) Follow steps mentioned in point no. 1 above.

Alternatively, by directly accessing the e-Voting website of CDSL:
(i) Visit www.cdslindia.com and select ‘E Voting’.
(ii) Provide your demat account number and PAN.
(iii) System will authenticate user by sending OTP on registered Mobile No. & Email Id as recorded in the demat account.
(iv) After successful authentication, user will be provided link for the e-voting service provider i.e. NSDL where the e-voting is in progress.

Varun Beverages Limited

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Type of shareholders Login Method
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Individual Shareholders	(i) You can login using the credentials of your demat account through the website of your
(holding securities	DP registered with NSDL/CDSL, for remote e-Voting.
in demat mode)
login through their Depository Participant	(ii) Once logged-in, you will be able to see ‘e-Voting’ option. Once you click on ‘e-Voting’ option and after successful authentication, you will be re-directed to e-voting module of NSDL/CDSL wherein you can see e-Voting feature.
(DP)
	(iii) Click on options available against Company name or e-voting service provider i.e. NSDL
	and you will be re-directed to e-voting website of NSDL to cast your vote during the
	remote e-voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use ‘Forget User ID’ and ‘Forget Password’ option available at above-mentioned website(s).

Helpdesk details for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

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Login type Helpdesk details
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Login type	Helpdesk details

Individual Shareholders holding securities in demat mode with NSDL	Please contact NSDL helpdesk by sending a request at [email protected] or call at toll free no.: 022-4886-7000
Individual Shareholders holding securities in demat mode with CDSL	Please contact CDSL helpdesk by sending a request at [email protected] or contact at 1800-21-09911

II. Login Method for remote e-voting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.
Visit the e-voting website of NSDL. Open web browser by clicking the URL: https:// www.evoting.nsdl.com/ either on a personal computer or on a mobile.
Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Member’ section.
A new screen will open. You will have to enter your User ID, Password/OTP and a verification code as shown on the screen.
Alternatively, if you are registered for NSDL eservices i.e. IDeAS, you can log-in at https:// eservices.nsdl.com/ with your existing IDeAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-voting and you can proceed to Step 2 i.e. Cast your vote electronically.
Your User ID details are given below:

Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL.	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 then your user ID is IN30012**.
b) For Members who hold shares in demat account with CDSL.	16 Digit Beneficiary ID For example if your Beneficiary ID is 12 then your user ID is 12
c) For Members holding shares in Physical Form.	EVEN Number followed by Folio Number registered with the Company For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

06 Varun Beverages Limited

NOTICE

Password details for shareholders other than Individual shareholders are given below:
a) If you are already registered for e-voting, then you can use your existing password to login and cast your vote.
b) If you are using NSDL e-voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.
c) How to retrieve your ‘initial password’?
- (i) If your email ID is registered in your demat account or with the Company, your ‘initial password’ is communicated to you on your e-mail ID. Trace the e-mail sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.
- (ii) If your email ID is not registered, please follow steps mentioned below in ‘Process for those Shareholders whose email address are not registered’.
If you are unable to retrieve or have not received the “initial password” or have forgotten your password:
a) Click on ‘Forgot User Details/Password?’(If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
b) Click on ‘Physical User Reset Password?’ (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.
c) If you are still unable to get the password by aforesaid two options, you can send a request at [email protected] mentioning your demat account number/folio number, PAN, name and registered address.
d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-voting system of NSDL.
After entering your password, click on Agree to “Terms and Conditions” by selecting on the check box.
Now, you will have to click on “Login” button.
After you click on the “Login” button, Home page of e-voting will open.

Details on Step 2 are mentioned below:

Step 2: Cast your vote electronically on NSDL e-voting system.

After successful login at Step 1, you will be able to see all the companies ‘EVEN’ in which you are holding shares and whose voting cycle is in active status.
Select ‘EVEN’ of the Company to cast your vote during the remote e-voting period.
Now you are ready for e-voting as the Voting page opens.
Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on ‘Submit’ and also ‘Confirm’ when prompted.
Upon confirmation, the message ‘Vote cast successfully’ will be displayed.
You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

General Guidelines for Shareholders

Institutional / Corporate shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail at sanjaygrover7@gmail. com with a copy marked to [email protected]. Institutional / Corporate shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/ Authority Letter etc. by clicking on “Upload Board Resolution / Authority Letter” displayed under “e-voting” tab in their login.
It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the

Varun Beverages Limited 07

‘Forgot User Details/Password?’ or ‘Physical User Reset Password?’ option available on www.evoting. nsdl.com to reset the password.

In case of any query, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no. 022-4886-7000 or send a request to Ms. Pallavi Mhatre, Senior Manager, NSDL at [email protected] or at 301, 3[rd] Floor, Naman Chambers, G Block, Plot No. C-32, Bandra Kurla Complex, Bandra East, Mumbai-400051.

Process for those shareholders whose email address are not registered with the Depositories for procuring user id and password and registration of email address for e-voting on the resolution(s) set out in this Postal Ballot Notice:

Physical Holding: Send a request to KFin Technologies Limited, Registrar and Share Transfer Agent at [email protected] providing your name, folio no., scanned copy of the share certificate (front and back), self-attested scanned copy of PAN card and self-attested scanned copy of Aadhaar Card, for registering e-mail address.
Demat Holding: Please contact your DP and register your e-mail address in your demat account, as per the process advised by your DP.
If you are an individual shareholder holding securities in demat mode, you are requested to refer to the login method explained at Step 1 i.e. Login method for remote e-voting for Individual shareholders holding securities in demat mode.
Alternatively shareholders may send a request to [email protected] for procuring user id and password for e-voting by providing above-mentioned documents.
In terms of SEBI circular no. SEBI/HO/CFD/CMD/ CIR/P/2020/242 dated December 9, 2020 on ‘e-voting facility provided by Listed Companies’ read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/ CIR/P/0155 dated November 11, 2024, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID correctly in their demat account in order to access e-voting facility.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1

It is proposed to alter the Object Clause (Main Objects) of the Memorandum of Association (“MOA”) of the Company as under:

(i) To align the Objects of the Company with certain activities [as specified in Clause III(A)(3) & Clause III(A)(4) of the above-mentioned Special Resolution]; and
(ii) In response to the growing popularity of Ready To Drink (RTD) and variety of Alcoholic Beverages, our Company sees an opportunity for expansion into the business of RTD & Alcoholic Beverages of any type or description, including beer, wine, liquor, spirit, brandy, whisky, gin, rum, vodka in India & abroad [as specified in Clause III(A)(5) of the above-mentioned Special Resolution]

The Board of Directors at their meeting held on October 29, 2025 approved to alter the above-mentioned Object Clause of the MOA, subject to the approval of Members of the Company.

In terms of the provisions of Section 13 of the Companies Act, 2013 and Rules made thereunder, approval of the

Members of the Company is sought by way of Special Resolution for alteration of above-mentioned Object Clauses of MOA of the Company.

Draft copy of the revised MOA of the Company (with proposed changes) is available on website of the Company for inspection by the Members upto the last date of remote e-voting.

None of the Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution except to the extent of their shareholding, if any, in the Company.

The Board of Directors of the Company recommend the resolution set out at Item No. 1 for approval of the Members as a Special Resolution.

By Order of the Board For Varun Beverages Limited

Ravi Batra

Chief Risk Officer & Group Company Secretary Membership No. F-5746

Place: Gurugram Date: October 29, 2025

08 Varun Beverages Limited

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Varun Beverages Limited Proxy Solicitation & Information Statement 2025

60645_rns_2025-10-30_6ca048c6-f22b-43fa-91f3-594185a4caed.pdf

Sub: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 - Postal Ballot Notice

For Varun Beverages Limited