I extend my warm greetings to all of you and have the pleasure of presenting the Annual Report for the year 2007-08. http://www.sabmiller.in/

1. SKOL Breweries Limited Tel +91(0)22 - 67103890-93
1, Mahal Industrial Estate, Fax +91(0)22 - 67103894
Mahakali Caves Road,
Andheri East, Mumbai - 400 093
Maharashtra, India www.sabmiller.in
SKOL Breweries Limited
Annual Report 2008
Printed by Print House
design: www.ysdesignstudio.com

3. Managing Director
Speaks
prospects of the Industry and the Group.
This time the conference was held in
Our core brands are...
India keeping in mind the growth Hayward’s 5000
potential of the Indian beer market and Launched in 1983, Hayward’s 5000 is
the way the Indian economy has been synonymous with strong beer and is one
performing. The holding of the of the largest selling beers in India.
Conference in India shows the The hallmark of an original and authentic
commitment and confidence that the strong beer, it perfectly combines strength
SABMiller Group has in India, in the and quality to meet the high expectations
management team here and in India’s of today’s demanding consumers.
growth story. Hayward’s 5000 has recorded a growth
I am happy to report that the year of 13%. The growth could have been
2007-2008 has been a good year for much higher but for our inability to
the Company. The Company has made participate fully in Tamil Nadu.
a profit of Rs 34.4 Crores. The net During the year under review the Brand
turnover of the Company has increased has signed up Bollywood superstars
from Rs. 897.59 crores to Rs. 1086.67 Mr. Sanjay Dutt and Mr. Sunil Shetty as
crores resulting in a growth of 25%. brand ambassadors. The macho image
We are happy to say that the net of the stars goes well with the strong
turnover has crossed Rs.1000 crores. image of the Brand. This association will
take the Brand to new heights.
Royal Challenge
Sales in Rs. Crores
1200
Launched in the year 1983,
Royal Challenge Premium Lager is the
Dear Shareholders, 1086 second largest selling mild beer in India.
The brand positioning is that this is the
I extend my warm greetings to all of you 1000
beer for the discerning consumer who has
and have the pleasure of presenting the the confidence to make a choice based
897
Annual Report for the year 2007-08. on superior taste and knowledge and
The Indian economy is generally on a 800 stand apart rather than be part of a
roll and the GDP growth rate has been crowd.
at 8.7% for the year ended March 2008. 611 It offers a difference with an edge.
This is commendable as the last three 600
Besides its international class packaging,
years growth rate has been around 9%. 501 premium image and path breaking
The only concern now is the slow rate advertising, what sets the brand apart
of agricultural growth, a marginal slow 400
is a distinctly smooth and easy
down in manufacturing sector flowing taste.
and the biggest challenge being control
of inflation primarily led by galloping 200 Royal Challenge has grown by 12.8%.
oil prices. In Andhra Pradesh, the largest beer
market in the Country, the brand is the
The consumer confidence and raising market leader with a mild beer segment
0
income levels help in accelerating 2005 2006 2007 2008 share of 52.8% and has grown by 20.9%.
the momentum in the beer industry. Years
Increasing urbanization and development Knockout
of a large middle class is bringing in new Launched in 1984, Knock Out has clearly
The industry has grown at 14.3% and carved for itself a distinctive segment –
consumers, with new attitudes and our growth is 15.8%, which is well above
behaviors towards beer. “The Strongest Beer” and is the 3rd largest
the Industry’s average. This growth has, selling strong beer brand in the country.
With the Indian economy doing so well however, been limited by production It has continued to perform well and has
everyone is looking at India, SABMiller capacity which is being addressed. grown at 20.5% over the pervious year.
is no exception. Every three years the Your Company is taking steps to The brand has strong presence in
SABMiller group has a global leadership increase its manufacturing capacity not most southern and central states in India.
conference in which the top 300 only to meet the present demand but The brand has Kannada action hero
executives meet to discuss the future also the future demand. Mr. Darshan as its ambassador.
SKOL Breweries Limited 1

4. Foster’s more responsive and in tune with market putting up will have the latest technology
Completed one year after coming into the conditions. for conserving water and we will
SABMiller stable. The Brand had not been On the manufacturing front there has benchmark our water usage to global
performing up to its potential before it was been an all round improvement in the standards. Even in our Saanjhi Unnati
taken over by us on account of production Company. Water usage per HL is down programme we are looking at ways to
and distribution constraints. We are happy 14%, Power Consumption is down 6%. grow barley using less water.
to state that the decline which the brand This is in addition to the saving of 14% In terms of our Corporate Social
was facing has not only been stemmed in water and 13% in power last year. Responsibility, an agreement has been
but the brand has grown over 45%. These actions continue to enhance our signed with the ILO for promoting
The Brand is now available all over India. competitiveness in the market. HIV/AIDS awareness. The Company’s
Foster's is a clear leader in the premium Saanjhi Unnati Programme for
segment both in volume and image terms. De-regulation of the market remains the
biggest challenge for the Industry. There development of Barley cultivation in
It leads the development of what we call India has been progressing very well and
the worthmore segment in India. has been some progress but a lot needs
to be done. Tamil Nadu opening its a large number of farmers particularly in
For the year ended March 08 we had market for imports from other states is Rajasthan have been benefited.
an all India market share of 34.8%. good news, considering that it is the We believe that the Saanjhi Unnati
The Company is in the forefront of new Second biggest beer market in India. programme will in the long run help us to
product development and firmly believes But the import duty fees being charged be self sufficient in Barley and at the
that in order to grow the market it has to by Tamil Nadu are on the higher side. same time will have a positive impact on
continuously innovate. As a part of this Your Company along with AIBA is in the the lives of the farmers, thereby being a
innovation the Company proposes to forefront of lobbying with the various win-win situation for both.
launch Indus Pride in the Mild segment state governments for the rationalization
which will be India's first 100% malt- As India is one of the fastest growing
in policies across states in this Industry. markets, your Company will continue to
based Beer alongwith a 100% malt-based
beverage. The beer has been specially Your Company believes in sustainable receive strong regional and global
developed in accordance with research growth. Water is very important to backing from SABMiller, and access to
findings to suit the Indian tastes. sustaining of life and a critical raw its intellectual, technology, brands and
material for our industry. Your Company human capital.
Your Company has introduced its global believes in saving water and has adopted
brand Peroni in Mumbai last year and the I wish to thank each one of you for your
the 5R' philosophy at its manufacturing support. We look forward to an exciting
same has also been launched in New locations. Namely, Replenish, Reduce,
Delhi and Bangalore. Peroni Nastro year ahead of us.
Recycle, Re-use and Redistribute. Your
Azzurro is an intensely crisp, dry and Company has tied up with CII and other
refreshing lager, with a clean character & stakeholders to identify opportunities to
clarity. It is expertly brewed in Italy to the Cheers
manage watersheds and harvesting of
original recipe since 1963 and has an rain water to augment the reserves that Jean - Marc Delpon de Vaux
unmistakable touch of Italian style. we have. All the new plants we are
This premium beer uses the finest variety
of spring-planted barley and the highest
quality maize, malts and hops. It has been
very well received in the market.
In Mumbai it already has 35% market
share of the imported beer market.
The Company is evaluating the market to
see which other international brands it can
launch in India.
During the last couple of years five major
international brewers have entered into the
Indian Beer market. With Heineken likely
to partner UB the market dynamics is
going to undergo a sea change. With
increased competition the market is only
expected to grow.
Your Company in order to take the
business to the next level of growth has
restructured itself as an organization in
order to drive profitable growth.
The new structure will make the Company

5. SKOL Breweries Limited
SKOL currently manages nine breweries continuous improvement at all breweries. Central Distilleries & Breweries
across India. These breweries share a The MEP “tree” symbol is displayed at (CDB),Uttar Pradesh
common basic function; to brew beer to all breweries and reminds everyone what Brewery capacity was enhanced by the
be sold to our customers. Beer is a we are trying to achieve. commissioning of a new warehouse and
beverage produced by the fermentation
of cereal sugars by yeast. The brewing
process is very similar at all of our THE BREWERY PROCESS
breweries to ensure that are brands are Barley Malt
produced consistently across the country.
Throughout the year our breweries
focused on making sure our processes
were consistent across the country.
In addition, much effort has been made
MILLING MASHING LAUTERING BOILING
to increase our capability by enhancing WHIRLPOOLING
the competence levels of our workers,
installing new plant and equipment and
ensuring that all our breweries run
smoothly and according to their design.
All this has been done to ensure that our FILTERING MATURING FERMENTING
COOLING
customers have ready access to our
brands, at the right price and in perfect
condition.
During the year our breweries faced some
common issues which were dealt with PACKAGING DISTRIBUTION
effectively. These include variable quality
of raw materials (especially malt and glass
bottles), easing environmental stress by Here are some highlights from upgradation of brewing and packaging
reducing power and water usage rates our breweries: plants. In January 2008 Fosters Lager was
and improving the quality of our brewing brewed here for the first time.
Rochees Breweries (RB), Rajasthan
and packaging processes to provide our Management also focused on workplace
The brewery motto, “Solid 10 in 10”,
customers with the best beer possible. safety and crisis management. A training
reflects the team’s commitment to
In addition to brewing beer and achieving the best tasting beer. Developing plan was implemented to improve
consistently meeting market demand, staff capability was a priority in 2007/8. workplace competence even further.
management and staff at all our breweries RBL is the “Campus Brewery” focusing on A major clean up operation and a medical
demonstrated commitment to serving hygiene and cleanliness. camp were held to help improve quality of
their local communities, protecting the life in the local community.
Significant investment has been made
environment and assuring the safety and
enabling the successful commissioning Pals (PB), Maharashtra
good health of everybody working in or
of a new can packaging line, effluent and The major effort was to improve quality as
visiting our facilities.
water treatment plants, filtration plant the “Campus Brewery” focusing on best
During the year SKOL introduced the and yeast drier. Thus the overall capacity practice in bright beer production.
concept of “Campus Breweries”. of the brewery was significantly enhanced.
This concept is an effective method of A competition was held for brewery staff
In the community the team facilitated to design the brewery motto. The winner
developing and communicating learnings
plantation of 900 trees, organized blood was “SONERI SOMRAS SONERI SANDHI”.
from one brewery to others. This enables
donation camp, HIV awareness
other breweries in the group to learn from A training session was held to certify 27
workshops, health camps and polio
each other and develop faster. Campus advanced tasters into the SABMiller Global
vaccinations drives.
breweries have been set up at our larger (Beer) Tasting System. Delegates were
breweries to perform specific projects, Haryana Breweries (HB), Haryana from all over India.
which are of benefit to all the other Construction of a new 1 million hl pa
East Coast Breweries (ECB), Orissa
breweries in the group. The driving force brewery on the current site commenced.
The brewery stepped forward in terms of
for this is a manufacturing excellence The existing brewery maintained very high
quality and safety management.
programme (MEP), which is the tool for quality standards.
2
SKOL Breweries Limited 3

6. 4
Environment and safety awareness All employees were given basic fire-fighting SICA Breweries (SB), Puducherry
sessions were held in the local community. and first aid training. Several workers with A major expansion took place to increase
The ECB team also drove HIV awareness more than 25 years service each had their capacity above 300,000 hl pa. Extensive
and set up a health camp for the people achievement recognized at a ceremony upgrades took place in Brewing,
of Cuttack. in February. Packaging and Utilities supply areas.
Employees were encouraged to enjoy Malabar Breweries (MB), Kerala Management focused on workplace
themselves at work (“puja, picnics & Brewery capacity has been increased safety and environmental management
prizes”). An employee competition was by upgrading cellars tanks and raw improvement.
held to decide on the brewery safety materials storage facilities. In August the
management statement. brewery was awarded the SABMiller India
ECB was nominated by the labour “Best Brewery” award.
commissioner to receive the award for
the best factory with the “Employer –
Employee Relationship”
Charminar Breweries (CB), Andhra
Pradesh
Managed by SKOL since 2003, CBL is
our largest brewery.
Work also commenced to increase that
capacity a further 50% (including a new
21,000 bottles per hour packaging line,
draft beer unit, effluent/water treatment
plants, solid fuel boiler). The brewery
motto is “winning & working in teams”.
There has been emphasis on team-
building and skills enhancement.
Major strides in 2007/8 include
implementation of a new maintenance
management system and a major
reduction in power and water usage
ratios (the best in SABMiller India).
CBL was runner up in the SABMiller Africa
and Asia “Best Brewery” competition.
CBL is the “Campus Brewery” for both
yeast management and bottle washing.
The team has been very active in the
community; health care programmes,
disease awareness programmes (AIDS, TB,
Polio), providing drinking water and street
lighting in Shivampet village and helping to
develop the local school.
Mysore Breweries (MB), Karnataka
A new 15,000 units per hour canning line
was commissioned. MBL is the “Campus
Brewery” for the improvement of bottle
labelling and outer packaging appearance.
There has been much focus on
environment and safety management,
both in the brewery and the local
community. During the annual “Safety
Awareness Week” employees were given
training on managing safety in the home.
Families were involved and industrial
theatre was used as a communication tool.

7. SKOL Breweries Limited
Board of Directors Registered Office
Mr. Ari Mervis - Chairman No.1, Mahal Industrial Estate,
Mr. Jonathan Andrew Kirby Mahakali Road,
Ms. Sue Clark Andheri (East),
Mr. Richard (Pete) L Lloyd Mumbai – 400 093
Ms. Maya Makanjee - up to 23.06.2008
Mr. T.S.R. Subramanian - from 23.06.2008 Corporate Office
Mr. Jean-Marc Delpon de Vaux - Managing Director Jalahalli Camp Road,
Yeshwanthpur,
Statutory Auditors Bangalore-560 022
BSR & Co.,
Chartered Accountants Audit Committee
Maruthi Info-Tech Centre, Mr. Jonathan Andrew Kirby - Chairman
11-12/1, Inner Ring Road, Mr. Ari Mervis
Koramangala, Bangalore – 560 071 Ms. Maya Makanjee - up to 23.06.2008
Mr. Richard (Pete) L Lloyd - from 23.06.2008
Bankers
Standard Chartered Bank
ABN Amro Bank
The Hongkong & Shanghai Banking Corporation
Societe Generale
ICICI Bank Limited
Registrar & Share Transfer Agent
Share Transfer
Sharepro Services (India) Pvt Ltd
Satam Estate, 3rd Floor,
Above Bank of Baroda, Haryana
Cardinal Gracious Road, CDB
HB
Chakala, Andheri (E), Mumbai – 400 099 RB
Uttar Pradesh
Rajasthan
Orissa
PALS ECB
Maharashtra
Andhra Pradesh
CB
Karnataka
MB
HB: Haryana Breweries
CDB: Central Distilleries & Breweries
Malabar
RB: Rochees Breweries
PALS: PALS Pondicherry
ECB: East Coast Breweries Kerala SICA
CB: Charminar Breweries
MB: Mysore Breweries
Malabar: Malabar Breweries
SICA: SICA Breweries
4
SKOL Breweries Limited
5

8. Notice
NOTICE is hereby given that the 19th RESOLVED THAT Mr. T.S.R.
RESOLVED THAT All other terms and conditions as
Annual General Meeting of the members Subramanian, who in terms of approved by the Central
of the Company will be held at M.C. Ghia Section 260 of the Companies Act, Government and members will
Hall, Bhogilal Hargovindas Building, 2nd 1956 holds office till the date of this remain same.
floor, 18/20, K. Dubash Marg, Behind Annual General Meeting, and in
RESOLVED FURTHER THAT in the
RESOLVED FURTHER THAT
Prince of Wales Museum, Kala Ghoda, respect of whom a notice has been
event of loss or absence or
Mumbai – 400 001 on Wednesday, the received from a Member under
inadequacy of profits during any
10th September, 2008 at 3.00 p.m. to Section 257 of the said Act, be and
financial year, the above
transact the following business: is hereby appointed a Director of the
remuneration shall be treated as
Company liable to retire by rotation.
Ordinary Business: minimum remuneration payable to
06. To consider revision of remuneration Mr. Jean-Marc Delpon de Vaux.
01. To receive, consider and adopt the
of Mr. Jean-Marc Delpon de Vaux,
Audited Balance Sheet as at 31st 07. To consider increase in Borrowing
Managing Director of the Company.
March, 2008 and the Profit & Loss Powers.
Account for the year ended on that To consider and if thought fit, to
To consider and if thought fit, to
date and the Report of the Directors pass, with or without modification/s,
pass, with or without modification/s,
and Auditors thereon. the following Resolution as a Special
the following Resolution as a Special
Resolution:
02. To appoint a Director in place of Resolution:
Mr. Jonathan Andrew Kirby, who RESOLVED THAT pursuant to the
RESOLVED THAT
RESOLVED THAT pursuant to
RESOLVED THAT
retires by rotation at this meeting provisions of Sections 198, 269,
Section 293(1)(d) of the Companies
and being eligible, offers himself for 309 and 310 and other applicable
Act, 1956 and other enabling
re-appointment. provisions, if any, of the Companies
provisions, if any, of the said Act,
Act, 1956 (hereinafter called the
03. RESOLVED THAT M/s. BSR & Co.,
RESOLVED THAT consent be and is hereby accorded
“Act”) read with Schedule XIII to the
Chartered Accountants, who retire to the Board of Directors of the
said Act as amended up to date or
at the conclusion of this Annual Company for borrowing any sum or
any statutory modification or re-
General Meeting be and are hereby sums of money from time to time
enactment thereof and subject to
appointed as Statutory Auditors of from one or more body corporate,
the approval of shareholders and
the Company till the next Annual banks or financial institutions or the
Central Government, the
General Meeting at a remuneration public by way of cash, credit
remuneration payable to Mr. Jean-
to be fixed by the Board of Directors advances, deposits or other loans
Marc Delpon de Vaux is being
and billed progressively. whether secured or unsecured by
increased as set out below with
mortgage, charge, hypothecation or
Special Business: liberty to the Directors to alter and
pledge of the Company’s assets and
vary the terms and conditions of the
04. To consider appointment of Mr. Ari properties whether movables and/or
remuneration as the case may be as
Mervis as Director of the Company. immovables or stock-in-trade
suggested by the shareholders/
(including book debts, bills, raw
To consider and if thought fit, to Central Government and agreed to
materials, stores and spare parts
pass with or without modification, between the Directors and Mr. Jean-
and components in stock or in
the following Resolution as an Marc Delpon de Vaux or as may be
transit) work-in-progress and debts
Ordinary Resolution: varied in the General Meeting.
and advances notwithstanding that
RESOLVED THAT Mr. Ari Mervis,
RESOLVED THAT I. (a) Salary : Up to Rs. 25,00,000/- per the sum or sums so borrowed
who in terms of Section 260 of the month together with the money’s, if any,
Companies Act, 1956 holds office till already borrowed by the Company
The annual increments will be
the date of this Annual General (apart from the temporary loans
decided by the Board of Directors
Meeting, and in respect of whom a obtained from the Company’s
depending upon the profitability of
notice has been received from a the Company and other relevant
Member under Section 257 of the factors.
said Act, be and is hereby appointed
a Director of the Company liable to
retire by rotation.
05. To consider appointment of
Mr. T.S.R. Subramanian as Director
of the Company.
To consider and if thought fit, to
pass with or without modification,
the following Resolution as an
Ordinary Resolution:

9. bankers in the ordinary course of V. The Authorised Share Capital of the SABMiller Asia B.V. 50,000,000
business) may exceed in the Company is Rs. 3,000,000,000 Equity shares of the Company of the
aggregate paid-up capital of the (Rupees Three hundred crores only) face value of Rs.10/- each at a
Company and its free reserves divided into 300,000,000 Equity premium of Rs. 46/- per share.
which have not been set part for any shares of Rs.10/- each. The
RESOLVED FURTHER THAT such
RESOLVED FURTHER THAT
specific purpose but so that the Company has power, from time to
new equity shares shall rank pari
total amount up to which the time, to increase or reduce its
passu with the existing equity shares
moneys may be so borrowed shall capital and divide the shares in the
of the Company, except that they
not at any one time exceed capital for the time being into several
shall not rank for dividend, if any,
Rs.1500 crores. classes and to attach thereto
declared or paid in respect of any
respectively such preferential,
08. To consider an increase in the financial year of the Company prior
deferred, qualified or other special
Authorized Share Capital of the to the financial year in which they are
rights, privileges conditions or
Company: allotted and shall rank for dividend
restrictions as may be determined
pari passu from the date of their
To consider and if thought fit, to by or in accordance with the Articles
allotment in respect of the financial
pass, with or without modification/s, of Association of the Company and
year in which they are allotted.
the following Resolution as a Special to vary, modify or abrogate any
Resolution. such right, privilege or condition or RESOLVED FURTHER THAT Mr.
RESOLVED FURTHER THAT
restrictions in such manner as may Jean-Marc Delpon de Vaux and Mr.
RESOLVED THAT in accordance
RESOLVED THAT for the time being be permitted by Kevin Heydenrych be and are hereby
with the provisions of Section 94 the Articles of Association of the jointly and/or severally authorized to
and other applicable provisions of Company or the legislative negotiate, execute and deliver any
the Companies Act, 1956 (including provisions for the time being in force agreement, letter, deed or document
any statutory modification(s) or re- in that behalf. or any amendments or modifications
enactment thereof, for the time
thereto in connection with the
being in force) the existing 09. To consider a preferential issue of
aforesaid preferential issue of shares
Authorised Share Capital of the shares.
in favour of SABMiller Asia B.V. and
Company be and is hereby
To consider and if thought fit, to to sign, execute, deliver and/or file all
increased from Rs. 2,500,000,000
pass, with or without modification/s, relevant forms, filings, reports,
(Rupees Two hundred fifty crores
the following Resolution as a Special documents, etc., required by any
only) divided into 250,000,000
Resolution. applicable regulations including with
Equity shares of Rs.10/- (Rupees
any regulatory authorities or an
ten only) each to Rs. 3,000,000,000 RESOLVED THAT , pursuant to the
RESOLVED THAT
authorized dealer in terms of Indian
(Rupees Three hundred crores only) provisions of Section 81(1A) and
exchange control regulations.
divided into 300,000,000 Equity other applicable provisions (if any) of
shares of Rs.10/- (Rupees Ten only) the Companies Act, 1956, the BY ORDER OF THE BOARD
each and the Memorandum of Unlisted Public Companies
Pramod S M
Association of the Company be (Preferential Allotment) Rules, 2003
Company Secretary
altered accordingly. and the relevant provisions of the
Memorandum and Articles of Date : 23rd June, 2008
RESOLVED FURTHER THAT the
RESOLVED FURTHER THAT
Association of the Company, the Place : Bangalore
existing Clause V of the
consent of the Company be and is
Memorandum of Association be and
hereby accorded to offer, issue and/
is hereby substituted by the
or allot on preferential basis to
following Clause V:
6
SKOL Breweries Limited
7

10. NOTES: unclaimed and unpaid for a period of 5. Mr. T.S.R. Subramanian is a Diploma
7 years and transferred to the Fund in Mathematics from Imperial
01. A member entitled to attend and and no payment shall be made in College, London and has done his
vote at the meeting is entitled to respect of any such claim. Masters in Public Administration
appoint a proxy to attend and vote from Harvard University. He is an
on a poll in his/her stead. A proxy Explanatory Statement pursuant to
Ex IAS officer who held various
need not be a member of the Section 173(2) of the Companies
senior positions in the Government
Company. Proxies in order to be Act, 1956.
including the post of Cabinet
effective must be deposited at the Secretary to the Government
Item Nos. 2, 4, 5, 6, 7, 8 and 9
registered office of the Company not of India.
less than forty-eight hours before A brief resume of the Directors
the meeting. A blank proxy form is offering themselves for re-election is Except for Mr. T.S.R. Subramanian,
enclosed. given below: no other Director is interested in the
aforesaid Resolution.
02. The Register of Members and the 2. Mr. Jonathan Andrew Kirby is a
Share Transfer Books of the B. Accounting (University of the 6. Mr. Jean-Marc Delpon de Vaux was
Company will remain closed from Witwatersrand), CA (SA) and has 21 appointed as Managing Director of
1st September, 2008 to 10th years of rich experience. He is the the Company w.e.f. 1st August, 2006
September, 2008 [both days CFO of SABMiller Africa. at the Board Meeting held on 17th
inclusive]. July, 2006. His appointment and
Except for Mr. Jonathan Andrew remuneration payable has been
03. For convenience of members an Kirby, no other Director is interested approved by the members and the
attendance slip is also annexed. in the aforesaid Resolution. Central Government vide its letter
Members are requested to affix their dated 18th June, 2007. The
4. Mr. Ari Mervis is a B.Com with major
signature at the space provided Remuneration Committee, subject
therefore and handover the same at in Economics, Marketing and
Commercial Law. He is the Managing to the approval of the Members and
the place of meeting. The proxy of a the Central Government has
member should mark on the Director of SABMiller Asia. He has
held a number of senior positions in approved the increase in
attendance slip as Proxy. Members remuneration of Mr. Jean-Marc
are also requested to bring their the SABMiller Group.
Delpon de Vaux. Accordingly
copies of the Annual Report to the Except for Mr. Ari Mervis, no other resolution for increase in
venue of the meeting. Director is interested in the aforesaid remuneration of Mr. Jean-Marc
Resolution. Delpon de Vaux as Managing
04. All queries relating to non-receipt of
share certificates after transfer/ Director is placed before you for
transmission/ dematerialization/ your approval. The information as
rematerialisation, mandates, change required under Schedule XIII Part II,
of address, nomination, etc., may be Section II 1 (C) is given below:
sent to the Registrar & Share
Transfer Agents, M/s. Sharepro I. General Information:
Services (India) Pvt. Ltd, Satam
Estate, 3rd Floor, Above Bank of 1. Nature of Industry The Company is engaged in
Baroda, Cardinal Gracious Road, manufacture and sale of Beer
Chakala, Andheri (East), Mumbai
2. Date or expected date of The Company is an existing Company
400 099, Tel: (022) 67720334 /
commencement of commercial
67720300, Fax: (022) 28375646,
production
Email sharepro@vsnl.com.
3. In case of new companies, N.A.
05. Pursuant to Section 205C of the
expected date of
Companies Act, 1956 all unclaimed
commencement of activities
dividends up to the Financial Year
as per project approved by
1999-2000 have been transferred
financial institutions appearing
to the Investor Education and
in the prospectus.
Protection Fund. Members of the
erstwhile Mysore Breweries Limited, 4. Financial performance based on 31-3-09 31-3-10 31-3-11
Pals Distilleries Limited, Charminar given indicators Rs.Crores
Breweries Limited and SICA
Turnover 2732 3127 3700
Breweries Limited who have not yet
claimed their dividend for the Profit before tax (41) 20 29
financial year 2000-2001 and
thereafter, may claim from the 5. Export performance and net 31-3-06 31-3-07 31-3-08
Company before the same is foreign exchange collaborations Rs.Crores
transferred to the Fund. It may be 0.06 Nil 7
noted that no claims shall lie against
6. Foreign investments or Nil
the Company or the Fund in respect
collaborators, if any
of individual amounts which were

11. Notice
II. Information about the appointee: IV.
IV. Disclosures:
As the Company is not a listed
1. Background details
company, disclosure on Corporate
Mr. Jean-Marc Delpon de Vaux worked for Unilever for 25 years where he held Governance is not mandatory and
numerous senior marketing and general management positions, including hence not given.
Chairman and CEO of the Maghreb region.
None of the Directors are interested
in the said resolution except
Mr. Jean-Marc Delpon de Vaux
2. Past remuneration 2006-07 2007-08
to the extent of remuneration
Rs.1,49,74,236 2,24,34,669 proposed.
7. At the Annual General Meeting of
3. Recognition or awards NA the Company held on 29th
November 2005, the Members
4. Job profile and his suitability With the vast and rich experience empowered the Board of Directors
Mr. Jean-Marc Delpon de Vaux is a under Section 293(1)(d) of the
suitable candidate to look after the entire Companies Act, 1956 to borrow
Indian beer operations. Under his tenure monies for the business purposes
as Managing Director the Turnover of the of the Company up to a limit of
Company has increased by 28%. Rs.1000 Crores. Keeping in view
the Company’s business
requirements and its investment and
5. Remuneration proposed As set out in the resolution growth plans, it is considered
desirable to increase the said
6. Comparative remuneration Mr. Jean-Marc Delpon de Vaux represents borrowing limits to Rs.1500 Crores
profile with respect to industry SABMiller which is among the leading as outlined in the resolution.
size of the Company, profile of breweries of the world and his
the position and person (in compensation is determined in In terms of the provisions of Section
case of expatriates the accordance with the prevalent system in 293 (1) (d) of the Companies Act,
relevant details would be w.r.t. the SABMiller Group and in keeping with 1956, approval of the members is
the country of his origin) persons of his qualification, experience. being accordingly sought through
resolution under item no.7 for such
7. Pecuniary relationship directly No pecuniary relationship increase in limits.
or indirectly with the Company, Directly or Indirectly with the Company or 8. The Company requires to be
or relationship with the any managerial personnel capitalized to enable it to pay down
managerial personnel, if any. some of its debts and for other
corporate purposes. The Company
proposes to issue and allot, on
III. Other information: preferential basis 50000000 equity
shares of face value Rs. 10/- each
to SABMiller Asia B.V. at a premium
1. Reasons of loss or The cost of Malt and fuel the main raw of Rs. 46/- per share.
inadequate profits material has gone up during the year by This will require the Company to
more than 100%. Higher Depreciation raise its Authorized Share Capital.
and interest costs The Special Resolution set out at
item no. 8 in the notice is intended
2. Steps taken or proposed to The Company has started building long to obtain such approval and the
be taken for improvement term collaborative relationships with Board recommends the resolution
farming communities through for your approval.
programmes such as Saanjhi Unnati. To
bring down the interest cost equity None of the Directors of the
infusion is being considered. Company are deemed to be
interested in the said resolution. The
3. Expected increase in Board recommends the adoption of
productivity and profits in the resolution.
measurable terms. 31-3-09 31-3-10 31-3-11 9. As stated above, the Company
Rs.Crores proposes to issue and allot, on a
preferential basis 50000000 equity
Turnover 2732 3127 3700 shares of face value Rs. 10/- each
Profit before tax (41) 20 29 to SABMiller Asia B.V. at a premium
of Rs. 46/- per share (based on the
valuation report) which requires
8
SKOL Breweries Limited
9

12. Notice
shareholders’ approval under Shares of the Company to
section 81 (1A) of the Companies SABMiller Asia B.V. for cash and to
Act, 1956. utilize the money received hereunder
for the purpose of paying down
Information as required under
some of its debts and for other
Unlisted Public Companies
corporate purposes.
(Preferential Allotment) Rules, 2003
is given below. d. The class or classes of persons to
whom the allotment is proposed to
a. The price of price band at which
be made: The allotment will be made
allotment is proposed: The Equity
to SABMiller Asia B.V.
Shares of Rs.10/- each will be
allotted at a premium of Rs.46/- per e. Intention of promoters/directors/key
Share. management persons to subscribe
to the offer: SABMiller Asia B.V. has
b. The relevant date on the basis of
signified its intention of subscribing
which price has been arrived at: 31st
to the issue.
March, 2008
f. Shareholding pattern of promoters
c. The objects of the issue through
and others classes of shares before
preferential offer: To issue Equity
and after the offer: The shareholding
Category Pre Issue Post Issue
No of Shares % No of Shares %
A Promoter’s holding
Promoter
omoter’ 229384473 99.22 279384473 99.38
Sub total 229384473 99.22 279384473 99.38
B Non-Promoters Holding
Institutional Investors
a Mutual Funds and UTI 2240 0.00 2240 0.00
b Banks, Insurance co, FI 4008 0.00 4008 0.00
c FII - - - -
Sub total 6248 0.00 6248 0.00
Others
a Private Corporate Bodies 73168 0.03 73168 0.02
b Indian public 1616291 0.70 1616291 0.57
c NRI 103565 0.04 103565 0.02
d Any other - - - -
Sub total 1793024 0.78 1739533 0.62
Total 231183745 100.00 281130254 100.00
pattern of the Company before and None of the Directors of the
after the issue is set out below Company are deemed to be
interested in the said resolution.
g. Proposed time within which the
allotment shall be completed: within The Board recommends the
one year from the date of the AGM adoption of the resolution
h. Whether a change in control is BY ORDER OF THE BOARD
intended or expected: There will be
Pramod S M
no change in control of the
Company Secretary
Company after the preferential issue.
Date : 23rd June, 2008
Place : Bangalore

13. 10
SKOL Breweries Limited
11

14. Directors’ Report
Dear Members,
Your Directors have pleasure in submitting their report and the Statement of
accounts for the year ended 31st March 2008.
RESULTS
FINANCIAL RESULTS (Rupees in Crores)
Financial Year Financial Year
2007-2008 2006-2007
Gross Revenue 1741.69 1348.54
Profit before taxation 40.85 45.33
Less: Provision for taxation 6.37 5.13
Profit after taxation 34.48 40.19
Surplus/(deficit) brought forward from previous year 129.69 169.89
Balance carried to Balance Sheet 95.21 129.69
OPERATIONS
OPERATIONS Corporation Limited that they would look
into this issue and provide resolution.
The performance of your Company
during the year 2007-08 has During the previous year your Company
considerably improved. The turnover acquired the Foster’s brand and trade
increased by 28% over the previous year mark in India for a consideration. An
to Rs.1741 Crores from Rs.1348 application for an advance tax ruling has
Crores. The net profit of the Company is been made by Foster’s Australia seeking
lower on account of deferred taxes. clarification on the taxability of this
The focus areas of your Company on the transaction in India. The advance ruling
way forward are sustainability and long authorities have held that the transaction
term growth. is taxable as the asset is situated in India.
Your Company is sufficiently covered by
A sum of Rs.281 Crores has been
Indemnity for any liability that may arise
invested in upgrading existing plant and
to your Company on account of any tax
machinery and in developing capacity.
claim on this account.
Your Company is putting up a state-of-
the-art one million hecto-litre capacity Your Board enjoys the unqualified
brown field project in the State of support of all its financiers whose
Haryana, which will be operational by the confidence in the future of your Company
end of this year. There has also been is evidenced by the fact that all
continuous upgradation and borrowings have been executed without
implementation of best practices at all the bankers taking any charges over any
units to increase productivity and bring of your Company’s assets. As such the
down the cost of production. New can borrowings are short term and renewed
lines have been put in place in Mysore from year to year.
Breweries and Rochees Breweries and
this has enabled the Company to meet Your Board considers that bottles used
the growing demand for cans. to deliver the Company’s products to the
market are in substance returnable
Your Company has been requesting for a containers and that this economic reality
price increase from the Andhra Pradesh should be reflected in the way the
Beverages Corporation Limited to partly Company accounts for its containers. For
offset the increase in the cost of raw this reason bottles are accounted for on
materials and other inputs. However, a returnable basis, in accordance with
even after protracted requests and previous years and Indian accounting
negotiations your Company has been practices.
unable to obtain such an increase and
DIVIDEND
this led to a stand off which resulted in
temporary suspension of operations at In order to conserve cash for expansion
Charminar Breweries for 38 days during and modernisation the Directors do not
the peak season. The plant has since recommend any dividend on the equity
been re-opened on the assurance from capital.
the Andhra Pradesh Beverages

15. VALUES computation for determining the
quantum of ex-gratia payment made
The five core values of the Company are
at the end of the year in accordance
as follows:
with its Performance Management
1. Our people are our enduring System. Moreover, the achievement
advantage: of these goals consistently creates a
growth path for executives in your
This value has been at the core of organization.
the Companies approach towards
its employees. 3. We work and win in teams:
The Indian growth story has all the This is not a corollary to the above
ingredients to drive the SKOL value, but in fact a supporting value
growth story. 28% of India lives in which highlights the importance of
urban areas and this is equivalent to ‘handshake zones’ where
the size of the US population. The employees need to combine to help
rural population is taking on more others to achieve goals.
and more urban characteristics The overlapping areas are clearly
everyday. Today the youth drives identified to ensure there are no
India and will continue to do so in conflicts between goals of team
the foreseeable future. Even in 2015, members and overall objectives
50% of the Indian population will be of the Company.
under 30 years. According to a
4. We understand and respect our
survey on GDP Growth conducted
consumers:
customers and consumers
by Global Insight, Lead Indicators of
Inflection are visible in India. This Your Company adopts best
presents a tremendous opportunity practices in dealing with consumers
for SKOL, especially in light of the and customers. A dedicated
fact that per capita beer Customer Complaint Cell has been
consumption in India is only one litre set up and all communications are
compared to the global average of monitored and relevant action is
22 litres. But this growth also means initiated. The Company has
a huge tussle for the right human developed software to bring focus
resources, both in terms of hiring into feedback from customers with a
and retaining talent. This has view to betterment of product
become a make or break factor for quality and service. This focus on
many organizations. We at SKOL the customer is intended to be used
are using various tools like Market as a major differentiator and a
Surveys, Exit Interview Analysis, competitive advantage for the
Focus Group Discussions to get Company. Moreover, your Company
insights into the Indian Talent Market believes in conducting extensive
and Data from prospective hires and market research both for monitoring
have in place strategies to address existing products as well as for
both hard and soft issues. introduction of new products in the
market with a view to satisfying the
2. Accountability is clear and
needs of the customers and
personal:
personal
consumers.
There are clear defined
Your Company has introduced new
accountability and goals laid down
products to meet the customers’
for all Directors and employees. The
aspirational values by launching
goals are clear, quantifiable and
Haywards Black and Peroni.
measurable. The performance of
every employee is closely monitored 5. Our reputation is indivisible:
and measured in accordance with
Towards the end the Company not
their goals and it is their
only internally but also externally
responsibility to accomplish them.
focuses on large number of areas of
On account of this value, there is a
Corporate Social Responsibility
desire in each and every employee
for betterment of the work force as
to achieve and exceed goals.
well as communities that we
Your Company has introduced
interact with some of the examples
various positive measures to drive
are as follows:
growth through clear accountability
by introducing STI method of
12
SKOL Breweries Limited
13

16. CORPORATE SOCIAL
CORPORATE improve quality, enhance productivity,
RESPONSIBILITY increase acreage and channelize barley
SKOL has been focusing on the following for our malting use, but also to work
areas of Corporate Social Responsibility towards the welfare of the farmers
for the betterment of its work force as through social programs.
well as the communities in which it The project adds value at all stages of
operates. . the value chain with eventual benefits to
Your Company recognises that HIV/AIDS trickle to the farmer. The farmers get
is a major threat to the world of work certified quality seeds and other
where it affects the most productive agricultural inputs from the SU centers
segment of the labor force and imposes besides the free but valuable agronomical
huge costs on enterprises through advice from our experts. They have an
declining productivity and loss of skills assured market, transparent dealings, fair
and experience. pricing, incur no hidden costs and get
spot payment which they do not receive
In order to curb the menace of HIV/AIDS when they market their produce to
the need of the hour is to have a traditional channels.
proactive approach. Your Company
acknowledges the seriousness of the The program has gained significant
issue and the future impact this may have momentum, from a beginning at about
on the broader communities, if left 4000 acres during 2005-06; the
unchecked. program is extended to about 13,000
acres during 2007-08 and a member
Your Company has signed a MOU with farmer base of 6020 across 4 districts in
International Labour Organisation (ILO) Rajasthan. During the year under review
for its work place programme in India. the Company has procured 7000 tonnes
The aim of this partnership is to help of Barely through this programme.
prevent the transmission of HIV among
workers and to mitigate the impact of the ANALYSIS COMPANY
SWOT ANALYSIS OF THE COMPANY
epidemic on work place productivity. Strengths:
Your Company has donated Medical Van Access to SABMiller group’s
in Orissa to NGO Sadhana to provide technology and brands
health care facilities to rural communities
of Orissa. The van would work like a Well established brands in the
mobile doctor going around villages to market
conduct routine check ups and provide Well diversified brand portfolio
on time primary health services. covering all segments of the market
Your Company also conducted various Nine plants spread across India
other activities such as blood donation covering all major beer markets
camps, health camps, polio drives etc
across its units. High quality products
Saanjhi Unnati On-going product innovation to
attract new consumers
The beer industry is expected to continue
growing rapidly as the Indian economy Ability to set up new plants at
grows. Malted food industry is also minimal cost and in record time.
growing rapidly. Barley is the key Strong management team
ingredient for both. Traditionally barley
has been grown in India by small and Weakness:
marginal farmers on rain-fed land.
Inability to raise prices of the
The acreage, yield and production had
product as mainly the price is fixed
been shrinking over the years and the
by government
quality was poor.
Each state has its own excise laws,
Considering our future demand for high
whereby movement of goods from
quality malting grade barley, we designed
one state to another is time
and implemented an initiative in 2005
consuming and costly
called “Saanjhi Unnati” (Progress
through Partnership) in Rajasthan.
The programme is aimed at not only to

17. Directors’ Report
No plant in Tamil Nadu, thereby Mr.Jean-Marc Delpon de Vaux was Particulars in the Report of Board of
inability to participate in the second appointed as Managing Director Directors) Rules, 1988 to the extent
biggest beer market in India w.e.f. 1st August 2006 and the Central applicable are set in the annexure hereto.
Government has approved his
Opportunities: DIRECTORS’ RESPONSIBILITY
appointment and remuneration payable
STA
STATEMENT U/S 217 (2AA) OF THE
Per capita consumption of Beer is to the Managing Director vide its letter
COMPANIES ACT,
COMPANIES ACT, 1956
one litre, way below world average dated 18.6.2007. His remuneration is
being proposed to increase from Your Directors state that:
Growing per capita incomes raising Rs.18,00,000/- to Rs. 25,00,000/-
people’s aspirations can impact beer per month, subject to Members and 1. The financial statements have been
sales positively Central Government Approval. prepared in conformity with the
generally accepted accounting
India has the highest number of Ms. Maya Makanjee has resigned as a principles and applicable accounting
young people who are the potential Director of the Company w.e.f. 23rd June standards in India.
consumers for the Company 2008. The Board places on record the
meritorious services rendered by Ms. 2. The Directors have selected such
Easing of the regulatory environment
Maya Makanjee during her tenure as accounting policies as are applicable
can lead to tremendous market
Director on the Board. and have applied them consistently
growth
and made reasonable and prudent
Threats: AUDIT COMMITTEE judgment and estimates so as to
give a true and fair view of the state
Rising cost of raw materials Pursuant to the provisions of Section
of affairs of the Company at the end
292A of the Companies Act, 1956 an
Talent attraction and retention of the financial year and of the profit
Audit Committee has been constituted.
for the year.
Increasingly competitive The present members of the Committee
environment with all major global are, Mr. Jonathan Andrew Kirby, Mr. Ari 3. The Directors have taken proper and
players entering the Indian market Mervis & Mr. Richard (Pete) L Lloyd. sufficient care for the maintenance of
Mr. Jonathan Andrew Kirby Chairman of adequate accounting records in
Heineken partnering UB gives it a the Audit Committee was present at the accordance with the provisions of
national reach for an aggressive roll last Annual General Meeting. the Companies Act for safeguarding
out of the Brand the assets of the Company and for
AUDITORS
DIRECTORS preventing and detecting fraud and
M/s BSR & Co., Chartered Accountants, other irregularities.
In accordance with the Articles of retiring Auditors, have signified their
Association, Mr. Jonathan Andrew Kirby, 4. The financial statements have been
willingness to be reappointed as
Director of the Company retires by prepared on the basis of “Going
Statutory Auditors of the Company. They
rotation at this meeting and being Concern” considering the ability of
have confirmed that their reappointment
eligible, offer himself for re-appointment. the Company to carry on its
if made will be within the limits prescribed
business in the foreseeable future.
During the year Mr. Ari Mervis was under Section 224(1B) of the Companies
appointed as an additional Director of the Act, 1956. Your Directors recommend ACKNOWLEDGEMENT
Company, whose term of office expires their appointment at the ensuing Annual
General Meeting. Your Directors wish to place on record
at this Annual General Meeting and is their appreciation to employees at all
eligible for re-appointment. PUBLIC DEPOSIT levels for their co-operation. The
During the year Mr. T.S.R. Subramanian Directors would also like to acknowledge
During the year, the Company has not
was appointed as an additional Director the continued support of the Company’s
accepted any public deposits as defined
of the Company, whose term of office Bankers, Distributors, Shareholders,
in the Companies (Acceptance of
expires at this Annual General Meeting Customers and Suppliers.
Deposits) Rules, 1975.
and is eligible for re-appointment.
PARTICULARS OF EMPLOYEES
ARTICULARS
Mr. Andre Charles Parker, Chairman of
the Board retired from the services of The details of employees covered under
SABMiller Group. The Board places on the provisions of Section 217 (2A) of the
record its appreciation for the valuable Companies Act, 1956 and the rules FOR AND ON BEHALF OF THE BOARD
services rendered by Mr. Andre Charles framed thereunder, as amended to date
Parker during his tenure as Chairman of is attached herewith. Jonathan Andrew Kirby
the Board. It is on account of his vision CONSERVATION OF ENERGY AND
CONSERV Director
and foresight that the Beer business of TECHNOLOGY ABSORPTION
SABMiller group was set up and Jean-Marc Delpon de Vaux
expanded in India. The statement pursuant to Section 217 Managing Director
(1) (e) of the Companies Act, 1956 read Place: Bangalore
with the Companies (Disclosure of Dated: June 23, 2008
14
SKOL Breweries Limited
15

18. Directors’ Report
COMPANIES PAR
ARTICULARS
DISCLOSURE AS PER THE COMPANIES (DISCLOSURE OF PARTICULARS IN
THE REPORT OF DIRECTORS) RULES, 1988.
A. CONSERVATION OF ENERGY
CONSERV
The output performance for boiler fuel consumption and electricity of the
Company is as under:
Boiler energy consumption MJ/HL Electricity consumption in kWh/HL
18
250
16
200 14
12
150 10
8
100 6
4
50
2
0 0
F’05 F’06 F’07 F’08 F’05 F’06 F’07 F’08
The measures taken by the Company at b) Technology absorption,
its various units are as under- adaptation and innovation
1. Extensive benchmarking including
international and target setting. Efforts in brief made towards It has always been our endeavour to
technology absorption, adaptation adopt the latest developments in Brewing
2. Use of methane generated from and innovation. Technology in order to minimize our
waste water treatment as boiler fuel. environmental impact. Trying various new
3. Fuel switch from fossil fuel to types of brewing aids to improve our
biomass in selected breweries to quality is an ongoing and continuous
reduce the carbon footprint. process.
4. Focussed initiatives on Water Benefits derived as a result of the The Company strives for continuous
conservation and recycling in above efforts are product improvement in quality, cost and
breweries. improvement, cost reduction, availability.
5. Use of treated effluent for gardening product development, import
of the factory campus by drain substitution.
system. Use of UF & RO technology
to recycle treated effluent water at In case of imported technology Keg cleaning and filling technology. Flash
strategic sites. (imported during the last 5 years pasteurization technology. Special bottle
reckoned from the beginning of the filling and labelling technology. Brewhouse
6. Identification of refrigeration as a financial year) technologies.
major energy user and preparation
of a health check to minimize power
consumption in the coming years. C. FOREIGN EXCHANGE EARNINGS
AND OUTGO
7. New capacity with new technology
and economy of scale. During the year, the Company has
earned Rs.7 Crores in foreign
8. Rationalizing the Brewing operations
exchange earnings. An amount of
in line with packing production plan
Rs.47.4 Crores was incurred in
(especially during the low volume
foreign exchange.
and non season periods)
B. TECHNOLOGY ABSORPTION
FOR AND ON BEHALF OF THE BOARD
a) Research & Development
Jonathan Andrew Kirby Jean-Marc Delpon de Vaux
Shared learning transferred from
Director Managing Director
global company community. Close
co-operation with supply chain
partners to improve quality and Place: Bangalore
reduce waste. Dated: June 23, 2008

19. 16
SKOL Breweries Limited
17