varun beverages limited

490 Pages·2016·6.57 MB·English

by  Cyril Amarchand Mangaldas

DRAFT RED HERRING PROSPECTUS
Dated June 21, 2016
(The Draft Red Herring Prospectus will be updated upon filing with the RoC)
Please read Section 32 of the Companies Act, 2013
Book Built Issue

(a PepsiCo franchisee)

VARUN BEVERAGES LIMITED
Our Company was incorporated as Varun Beverages Limited on June 16, 1995 as a public limited company under the Companies Act, 1956, with the Registrar of Companies, NCT of Delhi and Haryana. Our
Company obtained a certificate for commencement of business on July 4, 1995. For further details of change in registered office of our Company, see “History and Certain Corporate Matters” on page 154.
Registered Office: F-2/7, Okhla Industrial Area, Phase I, New Delhi 110 020; Tel: [phone]
Corporate Office: Plot No. 31, Institutional Area, Sector – 44, Gurgaon 122 002; Tel: [phone], Fax: [phone]
Contact Person: Mahavir Prasad Garg, Company Secretary and Compliance Officer; Tel: [phone]; Fax: [phone]
E-mail: [email protected]; Website: www.varunpepsi.com
Corporate Identity Number: U74899DL1995PLC069839
OUR PROMOTERS: RJ CORP LIMITED, RAVI KANT JAIPURIA, VARUN JAIPURIA AND RAVI KANT JAIPURIA & SONS (HUF)
PUBLIC OFFER OF UP TO 25,000,000 EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF VARUN BEVERAGES LIMITED (“OUR COMPANY” OR THE
“ISSUER”) FOR CASH AT A PRICE* OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) AGGREGATING UP TO ₹ [●] MILLION
(THE “OFFER”) CONSISTING OF A FRESH ISSUE OF UP TO 15,000,000 EQUITY SHARES AGGREGATING UP TO ₹ [●] MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR
SALE OF UP TO 5,000,000 EQUITY SHARES BY VARUN JAIPURIA AGGREGATING UP TO ₹ [●] MILLION AND UP TO 5,000,000 EQUITY SHARES BY RAVI KANT JAIPURIA &
SONS (HUF) AGGREGATING UP TO ₹ [●] MILLION (“OFFER FOR SALE”, AND VARUN JAIPURIA AND RAVI KANT JAIPURIA & SONS (HUF) COLLECTIVELY, “THE SELLING
SHAREHOLDERS”). THE OFFER COMPRISES A NET OFFER TO THE PUBLIC OF [●] EQUITY SHARES (THE “NET OFFER”) AND A RESERVATION OF [●] EQUITY SHARES
AGGREGATING UP TO ₹ [●] MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (AS DEFINED HEREIN), NOT EXCEEDING 5% OF OUR POST OFFER PAID UP EQUITY
SHARE CAPITAL (THE “EMPLOYEE RESERVATION PORTION”). THE OFFER WILL CONSTITUTE [●] % OF OUR POST OFFER PAID-UP EQUITY SHARE CAPITAL AND THE
NET OFFER WILL CONSTITUTE [●] % OF OUR POST OFFER PAID-UP EQUITY SHARE CAPITAL.
THE FACE VALUE OF EQUITY SHARES IS ₹ 10 EACH. THE PRICE BAND, RUPEE AMOUNT OF THE DISCOUNT, IF ANY, TO THE RETAIL INDIVIDUAL BIDDERS AND THE
ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (THE “RETAIL DISCOUNT”) AND THE MINIMUM BID LOT WILL BE DECIDED BY OUR
COMPANY IN CONSULTATION WITH THE SELLING SHAREHOLDERS, THE GCBRLMS AND THE BRLM AND WILL BE ADVERTISED IN [●] (A WIDELY CIRCULATED
ENGLISH NATIONAL DAILY NEWSPAPER) AND [●] (A WIDELY CIRCULATED HINDI NATIONAL DAILY NEWSPAPER WITH WIDE CIRCULATION IN NEW DELHI) AT LEAST
FIVE WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SHALL BE MADE AVAILABLE TO THE BSE LIMITED (“BSE”) AND THE NATIONAL STOCK
EXCHANGE LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR UPLOADING ON THEIR RESPECTIVE WEBSITES.
*Retail Discount of ₹ [●] to the Offer Price may be offered to the Retail Individual Bidders and the Eligible Employees Bidding in the Employee Reservation Portion.
In case of any revision to the Price Band, the Bid/Offer Period will be extended by three additional Working Days after such revision of the Price Band, subject to the total Bid/Offer Period not exceeding 10
Working Days. Any revision in the Price Band and the revised Bid/Offer Period, if applicable, will be widely disseminated by notification to the Stock Exchanges, by issuing a press release, and also by
indicating the change on the website of the Book Running Lead Managers and at the terminals of the other members of the Syndicate.
In terms of Rule 19(2)(b)(iii) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), this is an Offer for at least 10% of the post-Offer paid-up Equity Share capital of our Company. In
accordance with Regulation 26(1) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended (the “SEBI ICDR Regulations”), the Offer
is being made through the Book Building Process wherein not more than 50% of the Net Offer shall be available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB
Portion”), provided that our Company, in consultation with the Selling Shareholders, the GCBRLMs and the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis.
One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. 5%
of the QIB Portion (excluding the Anchor Investor Portion) shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion shall be available for
allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further, not less than 15% of
the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Net Offer shall be available for allocation to Retail Individual Bidders in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price. All potential Bidders, other than Anchor Investors, shall mandatorily participate in the Offer
through an Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank account which will be blocked by the Self Certified Syndicate Banks (“SCSBs”).
Anchor Investors are not permitted to participate in the Anchor Investor Portion through ASBA process. For details, please see “Offer Procedure” on page 434.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity Shares is ₹ 10 and the Floor Price is [●] times the face
value and the Cap Price is [●] times the face value. The Offer Price (determined and justified by our Company in consultation with the Selling Shareholders, the GCBRLMs and the BRLM as stated under
the section “Basis for Offer Price” on page 104) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active
or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment.
Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and
the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the
accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited to the section “Risk Factors” on page 20.
ISSUER’S AND SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the Offer, which
is material in the context of the Offer, that the information contained in this Draft Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the
opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes the Draft Red Herring Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect. Further, the Selling Shareholders severally accept responsibility that this Draft Red Herring Prospectus contains all
information about themselves as the Selling Shareholders in context of the Offer for Sale and severally accept responsibility for statements in relation to themselves included in this Draft Red Herring
Prospectus.
LISTING
The Equity Shares offered through this Draft Red Herring Prospectus are proposed to be listed on the BSE and the NSE. Our Company has received an ‘in-principle’ approval from the BSE and the NSE for
the listing of the Equity Shares pursuant to letters dated [●] and [●], respectively. For the purposes of the Offer, the Designated Stock Exchange shall be [●]. A copy of the Red Herring Prospectus and the
Prospectus shall be delivered for registration to the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the
date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see “Material Contracts and Documents for Inspection” on page 488.
BOOK RUNNING LEAD
GLOBAL COORDINATORS AND BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
MANAGER

Kotak Mahindra Capital Company Axis Capital Limited CLSA India Private Limited YES Securities (India) Limited Karvy Computershare Private
Limited 1st Floor, Axis House (formerly CLSA India Limited) IFC 1 & 2, Unit no. 602 A Limited
1st Floor, 27 BKC, Plot No. 27 C-2, Wadia International Centre 8/F, Dalamal House 6th Floor, Senapati Bapat Marg Karvy Selenium Tower B
“G” Block, Bandra Kurla Complex P.B. Marg, Worli Nariman Point Elphinstone (W) Plot 31 and 32, Gachibowli
Bandra (East) Mumbai 400 025 Mumbai 400 021 Mumbai 400 013 Financial District, Nanakramguda
Mumbai 400 051 Tel: + 91 22 4325 2183 Tel: [phone] Telephone: [phone] Hyderabad 500 032
Tel: [phone] Fax : [phone] Fax: [phone] Fax: [phone] Tel: [phone]
Fax: [phone] E-mail: [email protected] E-mail: [email protected] E-mail: Fax: [phone]
E-mail: [email protected] Investor grievance E-mail: Investor grievance E-mail: [email protected] Email:[email protected]
Investor grievance E-mail: [email protected] [email protected] Investor Grievance E-mail: Investor Grievance e-mail: varun-
[email protected] Website: www.axiscapital.co.in Website: www.india.clsa.com [email protected] [email protected]
Website: Contact person: Lohit Sharma Contact person: Sarfaraz Agboatwala Website: www.yesinvest.in Website: www.karisma.karvy.com
www.investmentbank.kotak.com SEBI Registration No.: SEBI Registration No: Contact Person: Aditya Vora Contact Person: M Murali Krishna
Contact Person: Ganesh Rane INM000012029 INM000010619 SEBI Registration No: SEBI Registration No.
SEBI Registration No.: INM000012227 INR000000221
INM000008704
BID/OFFER PROGRAMME
BID/OFFER OPENS ON [●](1)
BID/OFFER CLOSES ON [●](2)
(1) Our Company may, in consultation with the Selling Shareholders, the GCBRLMs and the BRLM, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor
Investor Bid/Offer Period shall be one Working Day prior to the Bid/Offer Opening Date.
(2) Our Company may, in consultation with the Selling Shareholders, the GCBRLMs and the BRLM, consider closing the Bid/Offer Period for QIBs one Working Day prior to the Bid/Offer Closing Date in
accordance with the SEBI ICDR Regulations.
TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................ 1
DEFINITIONS AND ABBREVIATIONS ............................................................................................................................. 1
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ........................................................................ 15
FORWARD-LOOKING STATEMENTS ............................................................................................................................ 18
SECTION: II RISK FACTORS .......................................................................................................................................... 20
SECTION III: INTRODUCTION ....................................................................................................................................... 51
SUMMARY OF INDUSTRY ............................................................................................................................................... 51
SUMMARY OF BUSINESS ................................................................................................................................................ 55
SUMMARY FINANCIAL INFORMATION ....................................................................................................................... 62
THE OFFER ......................................................................................................................................................................... 70
GENERAL INFORMATION ............................................................................................................................................... 71
CAPITAL STRUCTURE ...................................................................................................................................................... 79
OBJECTS OF THE OFFER .................................................................................................................................................. 97
BASIS FOR OFFER PRICE ............................................................................................................................................... 104
STATEMENT OF TAX BENEFITS ................................................................................................................................. 107
SECTION IV: ABOUT THE COMPANY........................................................................................................................ 110
INDUSTRY OVERVIEW .................................................................................................................................................. 110
OUR BUSINESS ................................................................................................................................................................ 124
REGULATIONS AND POLICIES ..................................................................................................................................... 149
HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................... 154
OUR SUBSIDIARIES ........................................................................................................................................................ 161
OUR MANAGEMENT ...................................................................................................................................................... 165
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................................. 179
OUR GROUP COMPANIES .............................................................................................................................................. 184
RELATED PARTY TRANSACTIONS ............................................................................................................................. 197
DIVIDEND POLICY .......................................................................................................................................................... 198
SECTION V: FINANCIAL INFORMATION ................................................................................................................. 199
RESTATED CONSOLIDATED FINANCIAL STATEMENTS ........................................................................................ 199
RESTATED STANDALONE FINANCIAL STATEMENTS ............................................................................................ 280
FINANCIAL INDEBTEDNESS ......................................................................................................................................... 364
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .................................................................................................................................................................... 366
SECTION VI: LEGAL AND OTHER INFORMATION ............................................................................................... 400
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS ........................................................... 400
GOVERNMENT AND OTHER APPROVALS ................................................................................................................. 410
OTHER REGULATORY AND STATUTORY DISCLOSURES ...................................................................................... 413
SECTION VII: OFFER INFORMATION ....................................................................................................................... 425
TERMS OF THE OFFER.................................................................................................................................................... 425
OFFER STRUCTURE ........................................................................................................................................................ 429
OFFER PROCEDURE........................................................................................................................................................ 432
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES .................................................................... 472
SECTION VIII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION .............................................................. 473
SECTION IX: OTHER INFORMATION ........................................................................................................................ 484
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................ 484
DECLARATION ................................................................................................................................................................ 486
SECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or
implies, shall have the meaning as provided below. References to any legislation, act, regulation, rule, guideline or policy
shall be to such legislation, act, regulation, rule, guideline or policy, as amended, supplemented or re-enacted from time to
time.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the extent
applicable, the meaning ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the
Depositories Act or the rules and regulations made there under.
Notwithstanding the foregoing, terms used in of the sections “Statement of Tax Benefits”, “Restated Consolidated Financial
Statements”, “Restated Standalone Financial Statements” and “Main Provisions of Articles of Association” on pages 107,
199, 280 and 473, respectively, shall have the meaning ascribed to such terms in such sections.
General Terms
Term Description
“our Company”, the “Company”, Varun Beverages Limited, a company incorporated under the Companies Act, 1956,
or the “Issuer” having its registered office at F-2/7, Okhla Industrial Area, Phase I, New Delhi 110 020
we/us/our Unless the context otherwise indicates or implies, our Company, its Subsidiaries and its
associate, on a consolidated basis

Company Related Terms
Term Description
2015 Existing India Sub-Territories Delhi, Rajasthan, West Bengal, Goa, Arunachal Pradesh, Assam, Meghalaya, Manipur,
Mizoram, Nagaland, Tripura as well as certain designated parts of the following sub-
territories: Madhya Pradesh, Uttar Pradesh, Uttarakhand, Haryana and Maharashtra.
2015 New India Sub-Territories Punjab, Himachal Pradesh, Chandigarh UT, as well as the remaining parts of the
following sub-territories: Haryana, Uttarakhand and Uttar Pradesh.
ADBL Aradhana Drinks and Beverages Private Limited
AION AION Investments II Singapore Pte. Ltd.
AION Investment Agreement Securities purchase cum investment agreement dated September 18, 2015 between our
Company, AION Investments II Singapore Pte. Ltd. and Standard Chartered Private
Equity Mauritius II Limited
Articles of Association/AoA The articles of association of our Company, as amended
Audit Committee The audit committee of the Board of Director described in the section “Our
Management” on page 165
Board/Board of Directors The board of directors of our Company or a duly constituted committee thereof
Compulsorily Convertible Compulsorily convertible debentures issued by our Company of face value of ₹ 1,000
Debentures or CCDs each
CMCI Concentrate Manufacturing Company of Ireland
Compulsorily Convertible Compulsorily convertible preference shares of our Company of a face value of ₹ 100
Preference Shares or CCPSs each
Corporate Office Plot No. 31, Institutional Area, Sector – 44, Gurgaon 122 002
DBL Devyani Beverages Limited
DASMPL Devyani Airport Services (Mumbai) Private Limited
DEPL Devyani Enterprises Private Limited
DexPL Devyani Exim Private Limited (formerly Rajputana Stores (Jaipur) Private Limited)
DHRPL Devyani Hotels and Resorts Private Limited
DIL Devyani International Limited

1
Term Description
DHRPL CCPSs 25,000,000 CCPSs issued to DHRPL at par pursuant the DHRPL Investment
Agreement
DHRPL Investment Agreement Investment agreement dated February 16, 2015 between our Company and DHRPL
Director(s) The director(s) of our Company
Equity Shares The equity shares of our Company of face value of ₹ 10 each
ESOS 2013 Employee Stock Option Scheme 2013
ESOS 2016 Employee Stock Option Scheme 2016
Group Companies Companies which are covered under the applicable accounting standards and other
companies as considered material by our Board. For details, please see “Our Group
Companies” on page 184
Investment Agreement Investment agreement dated July 18, 2011 between VBIL, SCPE, RJ Corp, Ravi Kant
Jaipuria & Sons (HUF) and Varun Jaipuria as amended by an amendment and
supplemental agreement dated September 29, 2012 and an amendment agreement dated
June 13, 2016
Key Management Personnel Key management personnel of our Company in terms of section 2(51) the Companies
Act, 2013, the SEBI ICDR Regulations and as disclosed in the section “Our
Management” on page 165
Memorandum of Association/MoA The memorandum of association of our Company, as amended
Non-Convertible Debentures or Unsecured redeemable non-convertible debentures of our Company (denominated in
NCDs rupees) of a face value of ₹ 10,000,000 listed on the wholesale debt market segment of
NSE
OSBPL Ole Spring Bottlers (Private) Limited
PepsiCo Refers to PepsiCo Inc., PepsiCo India, Seven-Up International, a division of CMCI,
Tropicana Products Inc. and/ or their affiliates, as applicable
PepsiCo India PepsiCo India Holding Private Limited (formerly known as PepsiCo India Holding
Limited)
PepsiCo India Agreements Refers collectively to the three bottling appointment and trademark license agreements,
two dated October 3, 2012 executed between our Company and PepsiCo Inc. and
another dated October 3, 2012 between our Company and PepsiCo India, as amended
from time to time, as applicable
PepsiCo International Agreements Refers collectively, to the 12 bottling agreements entered into by our Company in
relation to our international operations and specifically, the (i) exclusive bottling
appointment agreement dated November 7, 2013 between PepsiCo Inc. and VBL Lanka;
(ii) exclusive bottling appointment agreement dated August 1, 2011 between PepsiCo
Inc. and VBL Lanka; (iii) exclusive bottling appointment agreement dated August 1,
2011 between Seven-Up International, a division of CMCI and VBL Lanka; (iv)
bottling appointment and trademark license agreement dated October 30, 2013 between
Tropicana Products Inc and VBL Lanka; (v) exclusive bottling appointment agreement
dated December 1, 2011 between PepsiCo Inc. and VBNPL, (vi) exclusive bottling
appointment agreement dated December 1, 2011 between Seven-Up International, a
division of CMCI and VBNPL; (vii) exclusive bottling appointment agreement dated
September 1, 2010 between Seven-Up International, a division of CMCI and VBZL;
(viii) exclusive bottling appointment agreement dated September 1, 2010 between
PepsiCo Inc. and VBZL; (ix) exclusive bottling appointment agreement dated February
1, 2011 between PepsiCo Inc. and VBM; (x) exclusive bottling appointment agreement
dated February 1, 2011 between Seven-Up International, a division of CMCI and VBM;
(xi) exclusive bottling appointment agreement dated December 18, 2008 between
PepsiCo Inc. and VBML effective from January 25, 2009; and (xii) exclusive bottling
appointment agreement dated December 18, 2008 between Seven-Up International, a
division of CMCI and VBML effective from January 25, 2009, as amended from time to
time, as applicable
PepsiCo International Entities Refers to PepsiCo Inc., Seven-Up International, a division of CMCI, Tropicana
Products Inc. and/ or their affiliates, as applicable, with whom our Company through its
Subsidiaries has entered into the PepsiCo International Agreements

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Term Description
Promoter Group Persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(zb) of the SEBI ICDR Regulations, but excluding any persons and
entities apart from the following: (i) Accor Developers (Private) Limited, (ii) Accor
Industries (Private) Limited, (iii) Accor Solar Energy Private Limited, (iv) Africare
Limited, (v) Agarwal Cold Drinks Private Limited, (vi) Alisha Retail Private Limited,
(vii) Angelica Technologies Private Limited, (viii) Anuj Traders Private Limited, (ix)
Aqua Stemlife International Private Limited, (x) Arctic International Private Limited,
(xi) Arctic Overseas Pte. Limited, (xii) Capital Infracon Private Limited, (xiii) Capital
Towers Private Limited, (xiv) Cryoviva International Pte. Ltd., (xv) Cryoviva Singapore
Pte. Ltd., (xvi) D.J. Agri Industries Private Limited, (xvii) Devyani Enterprises Private
Limited, (xviii) Devyani Food Industries Limited, (xix) Devyani Hotels & Resorts
Private Limited, (xx) Devyani International Limited, (xxi) Devyani Overseas Private
Limited, (xxii) Diagno Labs Private Limited, (xxiii) Empire Stocks Private Limited,
(xxiv) Farm2Plate Dairy Produce Private Limited (formerly known as ABInbev India
Private Limited), (xxv) Lineage Healthcare Limited, (xxvi) Lunarmech Technologies
Private Limited, (xxvii) Modern Montessori International (India) Private Limited,
(xxviii) Mumbai Rockets Sports Private Limited, (xxix) Parkview City Limited, (xxx)
Pinnacle Constructions Private Limited, (xxxi) Pinnacle Infracon Limited, (xxxii)
Pinnacle Town Planners Private Limited, (xxxiii) Pinnacle Township Private Limited,
(xxxiv) Rajasthan Beverages Private Limited, (xxxv) Ratnaker Foods & Beverages
Private Limited, (xxxvi) S V S India Private Limited, (xxxvii) Sellwell Foods and
Beverages Private Limited, (xxxviii) Shabnam Properties Private Limited,
(xxxix)Universal Dairy Products Private Limited, (xl) Wellness Holdings Limited, (xli)
Mr. Ravi Kant Jaipuria, (xlii) Ms. Dhara Jaipuria, (xliii) Ms. Champa Devi Jaipuria,
(xliv) Mr. Varun Jaipuria, (xlv) Ms. Devyani Jaipuria, (xlvi) RJ Corp Limited, (xlvii)
Ravi Kant Jaipuria & Sons (HUF), (xlviii) Mr. Vivek Gupta, (xlix) Ms. Bela Jyoti
Kumar Saha, (l) Ms. Madhu Rajendra Prasad Jindal, (li) Alaknanda Traders Private
Limited, (lii) Avni Securities Private Limited, (liii) Chanda Exports Private Limited,
(liv) Gee Kay Builder & Development Services Private Limited, (lv) Manog Securities
Private Limited, (lvi) Ragini Advisors Private Limited, (lvii) Stallion Advisors Private
Limited, (lviii) Geld Consultancy Services Private Limited, (lix) Saha Sprague Limited,
(lx) Sara Ferrous Private Limited, (lxi) SFT Syscon Private Limited, (lxii) SFT
Technologies Private Limited, (lxiii) Sankalp Lifespaces Private Limited, (lxiv) Dr.
Naresh Trehan and Associates Health Services Private Limited; and (lxv) Lemon Tree
Hotels Limited. For details, please see “Our Promoters and Promoter Group” on page
179
Promoters The promoters of our Company namely, RJ Corp Limited, Ravi Kant Jaipuria, Varun
Jaipuria and Ravi Kant Jaipuria & Sons (HUF). For details, please see “Our Promoters
and Promoter Group” on page 179
Registered Office F-2/7, Okhla Industrial Area, Phase I, New Delhi 110 020
Restated Consolidated Financial The consolidated financial statements of our Company’s assets and liabilities as at
Statements December 31, 2015, 2014, 2013 and 2012 and the consolidated statements of profit and
loss and cash flows for the years ended December 31, 2015, 2014, 2013 and 2012 of our
Company prepared in accordance with Indian GAAP and the Companies Act and
restated in accordance with the SEBI ICDR Regulations and the Revised Guidance Note
on Reports in Company Prospectuses (Revised) issued by the ICAI, together with the
schedules, notes and annexures thereto
Restated Financial Statements Collectively, the Restated Consolidated Financial Statements and the Restated
Standalone Financial Statements
Restated Standalone Financial The standalone financial statements of our Company’s assets and liabilities as at
Statements December 31, 2015, 2014, 2013, 2012 and 2011 and the standalone statements of profit
and loss and cash flows for the years ended December 31, 2015, 2014, 2013, 2012 and
2011 of our Company prepared in accordance with Indian GAAP and the Companies
Act and restated in accordance with the SEBI ICDR Regulations and the Revised
Guidance Note on Reports in Company Prospectuses (Revised) issued by the ICAI,
together with the schedules, notes and annexures thereto
RJCL CCPSs 20,000,000 CCPSs issued to RJCL at par pursuant the RJCL Investment Agreement
RJCL Investment Agreement Investment agreement dated October 20, 2014 between our Company and RJ Corp

3
Term Description
RJ Corp RJ Corp Limited (formerly Arctic Drinks Private Limited)
RoC Registrar of Companies, NCT of Delhi and Haryana at 4th Floor, IFCI Tower; 61, Nehru
Place, New Delhi 110 019
Sales Volume(s) Represents sales volume (in million litres and / or million unit cases) of our PepsiCo
products to our customers but does not include any sales to PepsiCo and/or any other
franchisees of PepsiCo.
SCPE Standard Chartered Private Equity (Mauritius) II Limited
Shareholders Shareholders of our Company
Statutory Auditors The statutory auditors of our Company, Walker Chandiok & Associates and O.P. Bagla
& Co.
Subsidiaries Subsidiaries of our Company (including any step-down subsidiary) set out in the section
“Our Subsidiaries” on page 161
VBIL Varun Beverages (International) Limited
VBL Lanka Varun Beverages Lanka (Private) Limited
VBM Varun Beverages Morocco SA
VBML Varun Beverages Mozambique, Limitada
VBNPL Varun Beverages (Nepal) Pvt. Ltd.
VBZL Varun Beverages (Zambia) Limited
VBZPL Varun Beverages (Zimbabwe) (Private) Limited

Offer Related Terms
Term Description
Acknowledgement Slip The slip or document issued by the Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form
Allot/Allotment/Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant to the
Fresh Issue and transfer of Equity Shares offered by the Selling Shareholders pursuant
to the Offer for Sale, to the successful Bidders
Allottee A successful Bidder to whom the Equity Shares are Allotted
Allotment Advice Note, advice or intimation of Allotment sent to the Bidders who have been or are to be
Allotted the Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the Red
Herring Prospectus
Anchor Investor Allocation Price The price at which the Equity Shares will be allocated to Anchor Investors in terms of
the Red Herring Prospectus and the Prospectus which will be decided by our Company
in consultation with the Selling Shareholders, the GCBRLMs and the BRLM
Anchor Investor Application Form The form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and
which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and Prospectus
Anchor Investor Bid/Offer Period The day which is one Working Day prior to the Bid/Offer Opening Date, on which Bids
by Anchor Investors shall be submitted and allocation to the Anchor Investors shall be
completed
Anchor Investor Offer Price Final price at which the Equity Shares will be Allotted to Anchor Investors in terms of
the Red Herring Prospectus and the Prospectus, which price will be equal to or higher
than the Offer Price but not higher than the Cap Price
The Anchor Investor Offer Price will be decided by our Company in consultation with
the Selling Shareholders, the GCBRLMs and the BRLM
Anchor Investor Portion Up to 60% of the QIB Portion consisting of up to [●] Equity Shares which may be
allocated by our Company in consultation with the Selling Shareholders, the GCBRLMs

4
Term Description
and the BRLM to Anchor Investors on a discretionary basis
One-third of the Anchor Investor Portion shall be reserved for Mutual Funds, subject to
valid Bids being received from Mutual Funds at or above the Anchor Investors
Allocation Price
Application Supported by Blocked An application, whether physical or electronic, used by an ASBA Bidder, to make a Bid
Amount or ASBA and authorize a SCSB to block the Bid Amount in the ASBA Account
ASBA Account A bank account maintained with a SCSB and specified in the ASBA Form submitted by
Bidders for blocking the Bid Amount mentioned in the ASBA Form
ASBA Bid A Bid made by an ASBA Bidder including all revisions and modifications thereto as
permitted under the SEBI ICDR Regulations
ASBA Bidder All Bidders other than Anchor Investors
ASBA Forms An application form, whether physical or electronic, used by an ASBA Bidder and
which will be considered as an application for Allotment in terms of the Red Herring
Prospectus and the Prospectus
Axis Capital Axis Capital Limited
Banker(s) to the Offer/Escrow Banks which are clearing members and registered with SEBI as bankers to an issue and
Collection Bank(s) with whom the Escrow Account will be opened, in this case being [●]
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the
Offer and which is described in the section “Offer Procedure” on page 432
Bid An indication to make an offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor Bid/Offer
Period by the Anchor Investors pursuant to submission of Anchor Investor Application
Form, to subscribe to or purchase the Equity Shares of our Company at a price within
the Price Band, including all revisions and modifications thereto as permitted under the
SEBI ICDR Regulations
The term Bidding shall be construed accordingly
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and
payable by the Bidder or as blocked in the ASBA Account of the Bidder, as the case
may be, upon submission of the Bid
Bid cum Application Form The Anchor Investor Application Form or ASBA Form, as the context requires
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Designated Intermediaries will not accept any Bids, which shall be published in all
editions of [●] (a widely circulated English national daily newspaper) and all editions of
[●] (a widely circulated Hindi national daily newspaper with wide circulation in Delhi)
Our Company may, in consultation with the Selling Shareholders, the GCBRLMs and
the BRLM, consider closing the Bid/Offer Period for QIBs one Working Day prior to
the Bid/Offer Closing Date in accordance with the SEBI ICDR Regulations
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the
Designated Intermediaries shall start accepting Bids, which shall be published in all
editions of [●] (a widely circulated English national daily newspaper) and all editions of
[●] (a widely circulated Hindi national daily newspaper with wide circulation in Delhi)
Bid/Offer Period Except in relation to Anchor Investors, the period between the Bid/Offer Opening Date
and the Bid/Offer Closing Date, inclusive of both days, during which prospective
Bidders can submit their Bids, including any revisions thereof
Bid Lot [●] Equity Shares
Bidder Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor
Bidding Centers Centers at which the Designated Intermediaries shall accept the Bid cum Application
Forms, i.e, Designated SCSB Branch for SCSBs, Specified Locations for Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Schedule XI of the SEBI ICDR Regulations, in

5
Term Description
terms of which the Offer is being made
Broker Centres Broker centres notified by the Stock Exchanges where Bidders can submit the ASBA
Forms to a Registered Broker
The details of such Broker Centres, along with the names and contact details of the
Registered Brokers are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
BRLM/Book Running Lead YES Securities (India) Limited
Manager
CAN/Confirmation of Allocation Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Note have been allocated the Equity Shares, after the Anchor Investor Bid/Offer Period
Cap Price The higher end of the Price Band, above which the Offer Price and the Anchor Investor
Offer Price will not be finalised and above which no Bids will be accepted
Client ID Client identification number maintained with one of the Depositories in relation to the
demat account
CLSA CLSA India Private Limited
Collecting Depository Participant A depository participant as defined under the Depositories Act, 1996, registered with
or CDP SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI
Cut-off Price Offer Price, finalised by our Company in consultation with the Selling Shareholders, the
GCBRLMs and the BRLM, which shall be any price within the Price Band
Only Retail Individual Bidders and the Eligible Employees Bidding in the Employee
Reservation Portion are entitled to Bid at the Cut-off Price. QIBs and Non-Institutional
Bidders are not entitled to Bid at the Cut-off Price
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation and bank account details
Designated CDP Locations Such locations of the CDPs where Bidders can submit the ASBA Forms to Collecting
Depository Participants
The details of such Designated CDP Locations, along with names and contact details of
the Collecting Depository Participants eligible to accept Bid cum Application Forms are
available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com)
Designated Intermediaries/ Syndicate Members, sub-syndicate/agents, SCSBs, Registered Brokers, Brokers, the
Collecting Agent CDPs and RTAs, who are authorized to collect Bid cum Application Forms from the
Bidders, in relation to the Offer
Designated SCSB Branches Such branches of the SCSBs which shall collect the ASBA Forms, a list of which is
available on the website of SEBI at http://www.sebi.gov.in/sebiweb/home
/list/5/33/0/0/Recognised-Intermediaries or at such other website as may be prescribed
by SEBI from time to time
Designated Date The date on which funds are transferred by the Escrow Collection Bank(s) from the
Escrow Accounts and the amounts blocked by the SCSBs are transferred from the
ASBA Accounts, as the case may be, to the Public Issue Account or the Refund
Account, as appropriate, after filing of the Prospectus with the RoC, following which
the Board of Directors may Allot Equity Shares to successful Bidders in the Offer
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs
The details of such Designated RTA Locations, along with names and contact details of
the RTAs eligible to accept ASBA Forms are available on the respective websites of the
Stock Exchanges (www.bseindia.com and www.nseindia.com).
Designated Stock Exchange [●]
Draft Red Herring Prospectus or This draft red herring prospectus dated June 21, 2016, issued in accordance with the
DRHP SEBI ICDR Regulations, which does not contain complete particulars of the price at
which the Equity Shares will be Allotted and the size of the Offer
EBITDA Earnings before interest, taxes, depreciation, and amortisation.

6
Term Description
Eligible Employee All or any of the following:
(a) a permanent and full time employee of our Company (excluding such employees
who are not eligible to invest in the Offer under applicable laws and our Promoters
and their immediate relatives) or any of our Subsidiaries as of the date of filing of
the Red Herring Prospectus with the RoC and who continues to be an employee of
our Company or any of our Subsidiaries, until the submission of the Bid cum
Application Form; and
(b) a Director of our Company (excluding Promoters who are Directors of our
Company) who is eligible to apply under the Employee Reservation Portion under
applicable law and is resident in India
The maximum Bid Amount under the Employee Reservation Portion by an Eligible
Employee shall not exceed ₹ 200,000.
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Offer and in relation to whom the Bid cum Application Form and
the Red Herring Prospectus will constitute an invitation to subscribe or to purchase the
Equity Shares
Employee Reservation Portion The portion of the Offer being up to [●] Equity Shares aggregating up to ₹ [●] million
available for allocation to Eligible Employees, on a proportionate basis
Escrow Account An account opened with the Escrow Collection Bank(s) and in whose favour the Anchor
Investors will transfer money through direct credit/NEFT/RTGS in respect of the Bid
Amount when submitting a Bid
Escrow Agreement The agreement dated [●] entered into between our Company, the Selling Shareholders,
the Registrar to the Offer, the GCBRLMs, the BRLM, the Syndicate Members, the
Escrow Collection Bank(s) and the Refund Bank(s) for collection of the Bid Amounts
from Anchor Investors transfer of funds to Public Issue Account and where applicable,
refunds of the amounts collected from Anchor Investors, on the terms and conditions
thereof
First Bidder Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name shall also appear as the first
holder of the beneficiary account held in joint names
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which the
Offer Price and the Anchor Investor Offer Price will be finalised and below which no
Bids will be accepted
Fresh Issue The fresh issue of up to 15,000,000 Equity Shares of face value of ₹ 10 each for cash at
a price of ₹ [●] each, aggregating up to ₹ [●] million by our Company
General Information The General Information Document prepared and issued in accordance with the circular
Document/GID (CIR/CFD/DIL/12/2013) dated October 23, 2013 notified by SEBI and updated
pursuant to the circulars (CIR/CFD/POLICYCELL/III/2015) dated November 10, 2015
and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, suitably modified and
included in “Offer Procedure” on page 432
Global Coordinators and Book Kotak Mahindra Capital Company Limited, Axis Capital Limited, and CLSA India
Running Lead Managers or Private Limited
GCBRLMs
Kotak Kotak Mahindra Capital Company Limited
Maximum RIB Allottees The maximum number of Retail Individual Bidders who can be allotted the minimum
Bid Lot. This is computed by dividing the total number of Equity Shares available for
Allotment to Retail Individual Bidders by the minimum Bid Lot
Mutual Fund Portion 5% of the QIB Portion (excluding the Anchor Investor Portion), or [●] Equity Shares
which shall be available for allocation to Mutual Funds only
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996
Net Offer The Offer less the Employee Reservation Portion being up to [●] Equity Shares
aggregating up to ₹ [●] million
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For further

7
Term Description
information about use of the Offer Proceeds and the Offer expenses, please see “Objects
of the Offer” on page 97
Non-Institutional Bidders All Bidders that are not QIBs or Retail Individual Bidders or Eligible Employees
Bidding in the Employee Reservation Portion and who have Bid for the Equity Shares
for an amount more than ₹200,000 (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Offer being not less than 15% of the Net Offer comprising of [●]
Equity Shares which shall be available for allocation on a proportionate basis to Non-
Institutional Bidders, subject to valid Bids being received at or above the Offer Price
Non-Resident A person resident outside India as defined under FEMA and includes a Non Resident
Indian, FVCIs, FIIs and FPIs
Offer The public issue of up to 25,000,000 Equity Shares of face value of ₹ 10 each for cash at
a price of ₹ [●] each, aggregating up to ₹ [●] million comprising the Fresh Issue and the
Offer for Sale. The Offer comprises of Net Offer and Employee Reservation Portion.
Offer Agreement The agreement dated June 21, 2016 entered into between our Company, the Selling
Shareholders, the GCBRLMs and the BRLM, pursuant to which certain arrangements
are agreed to in relation to the Offer
Offer for Sale Offer for sale of up to 10,000,000 Equity Shares by the Selling Shareholders at the Offer
Price aggregating up to [●] million comprising up to 5,000,000 Equity Shares by Varun
Jaipuria aggregating up to ₹ [●] million and up to 5,000,000 Equity Shares by Ravi Kant
Jaipuria & Sons (HUF) aggregating up to ₹ [●] million
Offer Price The final price at which the Equity Shares will be Allotted to Bidders other than Anchor
Investors. Equity Shares will be Allotted to Anchor Investors at the Anchor Investor
Offer Price in terms of the Red Herring Prospectus
The Offer Price will be decided by our Company in consultation with the Selling
Shareholders, the GCBRLMs and the BRLM on the Pricing Date
Offer Proceeds The proceeds of the Fresh Issue and the Offer for Sale that are available to our Company
and the Selling Shareholders, respectively
Price Band Price band of a minimum price of ₹ [●] per Equity Share (Floor Price) and the
maximum price of ₹ [●] per Equity Share (Cap Price) including any revisions thereof
The Price Band, the Retail Discount and the minimum Bid Lot size for the Offer will be
decided by our Company in consultation with the Selling Shareholders, the GCBRLMs
and the BRLM and will be advertised, at least five Working Days prior to the Bid/Offer
Opening Date, in all editions of [●] (a widely circulated English national daily
newspaper) and all editions of [●] (a widely circulated Hindi national daily newspaper
with wide circulation in Delhi)
Pricing Date The date on which our Company in consultation with the Selling Shareholders, the
GCBRLMs and the BRLM, will finalise the Offer Price
Prospectus The Prospectus to be filed with the RoC after the Pricing Date in accordance with
Section 26 of the Companies Act, 2013, and the provisions of the SEBI ICDR
Regulations containing, inter alia, the Offer Price that is determined at the end of the
Book Building Process, the size of the Offer and certain other information including any
addenda or corrigenda thereto
Public Issue Account A bank account opened with the Bankers to the Offer by our Company under Section
40(3) of the Companies Act, 2013 to receive monies from the Escrow Account(s) and
from the ASBA Accounts on the Designated Date
QIB Category/QIB Portion The portion of the Net Offer (including the Anchor Investor Portion) being not more
than 50% of the Net Offer comprising of [●] Equity Shares which shall be Allotted to
QIBs including Anchor Investors
Qualified Institutional Buyers or Qualified institutional buyers as defined under Regulation 2(1)(zd) of the SEBI ICDR
QIBs or QIB Bidders Regulations
Red Herring Prospectus or RHP The Red Herring Prospectus dated [●] issued in accordance with Section 32 of the
Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not
have complete particulars of the price at which the Equity Shares will be offered and the
size of the Offer, including any addenda or corrigenda thereto

8