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Contingent liabilities and legal proceedings
6 Months Ended
Dec. 31, 2023
Disclosure of contingent liabilities [abstract]  
Contingent liabilities and legal proceedings Contingent liabilities and legal proceedings
(a) Guarantees and related matters
As of 31 December 2023, the group has no material unprovided guarantees or indemnities in respect of liabilities of third
parties.
(b) Acquisition of USL shares from UBHL and related proceedings in relation to the USL transaction
On 4 July 2013, Diageo completed its acquisition, under a share purchase agreement with United Breweries (Holdings) Limited
(UBHL) and various other sellers (the SPA), of shares representing 14.98% in USL, including shares representing 6.98% from
UBHL. The SPA was signed on 9 November 2012 as part of the transaction announced by Diageo in relation to USL on that
day (the Original USL Transaction). Following a series of further transactions, as of 31 December 2023, Diageo has a 55.88%
investment in USL (excluding 2.38% owned by the USL Benefit Trust).
Prior to the acquisition from UBHL on 4 July 2013, the High Court of Karnataka (High Court) had granted leave to UBHL
under the Indian Companies Act 1956 (the Leave Order) to enable the sale by UBHL to Diageo to take place (the UBHL Share
Sale) notwithstanding the continued existence of certain winding-up petitions that were pending against UBHL on the date of
the SPA. At the time of the completion of the UBHL Share Sale, the Leave Order remained subject to review on appeal.
However, as stated by Diageo at the time of closing, it was considered unlikely that any appeal process in respect of the Leave
Order would definitively conclude on a timely basis and, accordingly, Diageo waived the conditionality under the SPA relating
to the absence of insolvency proceedings in relation to UBHL and acquired the 6.98% stake in USL from UBHL at that time.
Following appeal and counter-appeal in respect of the Leave Order, this matter is now before the Supreme Court of India which
has issued an order that the status quo be maintained with regard to the UBHL Share Sale pending a hearing on the matter
before it. Following a number of adjournments, the next date for a substantive hearing is yet to be fixed.
In separate proceedings, the High Court passed a winding-up order against UBHL on 7 February 2017, and appeals filed by
UBHL against that order have since been dismissed, initially by a division bench of the High Court and subsequently by the
Supreme Court of India.
Diageo continues to believe that the acquisition price of INR 1,440 per share paid to UBHL for the USL shares is fair and
reasonable as regards UBHL, UBHL’s shareholders and UBHL’s secured and unsecured creditors. However, adverse results for
Diageo in the proceedings referred to above could, absent leave or relief in other proceedings, ultimately result in Diageo losing
title to the 6.98% stake in USL acquired from UBHL. Diageo believes, including by reason of its rights under USL’s articles of
association to nominate USL’s CEO and CFO and the right to appoint, through USL, a majority of the directors on the boards
of USL’s subsidiaries as well as its ability as promoter to nominate for appointment up to two-thirds of USL’s directors for so
long as the chairperson of USL is an independent director, that it would remain in control of USL and would continue to be able
to consolidate USL as a subsidiary for accounting purposes regardless of the outcome of this litigation.
There can be no certainty as to the outcome of the existing or any further related legal proceedings or the time frame within
which they would be concluded.
(c) Continuing matters relating to Dr Vijay Mallya and affiliates
On 25 February 2016, Diageo and USL each announced that they had entered into arrangements with Dr Mallya under which
he had agreed to resign from his position as a director and as chairman of USL and from his positions in USL’s subsidiaries.
Diageo’s agreement with Dr Mallya (the February 2016 Agreement) provided for a payment of $75 million to Dr Mallya over a
five-year period of which $40 million was paid on signing of the February 2016 Agreement with the balance being payable in
equal instalments of $7 million a year over five years (2017-2021). All payments were subject to and conditional on Dr
Mallya’s compliance with the agreement. The February 2016 Agreement also provided for the release of Dr Mallya’s personal
obligations to indemnify Diageo Holdings Netherlands B.V. (DHN) in respect of its earlier liability ($141 million) under a
backstop guarantee of certain borrowings of Watson Limited (Watson) (a company affiliated with Dr Mallya).
On account of various breaches and other provisions of agreements between Dr Mallya and persons connected with him and
Diageo and/or USL, Diageo did not make the five instalment payments due during the five-year period between 2017 and 2021.
In addition, Diageo has also demanded that Dr Mallya repay the $40 million paid by Diageo in February 2016 and sought
compensation for various losses incurred by the relevant members of the Diageo group.
On 16 November 2017, Diageo and other relevant members of the Diageo group commenced claims in the High Court of
Justice in England and Wales (the English High Court) against Dr Mallya in relation to these matters. At the same time DHN
also commenced claims in the English High Court against Dr Mallya, his son Sidhartha Mallya, Watson and Continental
Administration Services Limited (CASL) (a company affiliated with Dr Mallya and understood to hold assets on trust for him
and certain persons affiliated with him) for in excess of $142 million (plus interest) in relation to Watson’s liability to DHN in
respect of its borrowings referred to above and the breach of associated security documents. Dr Mallya, Sidhartha Mallya and
the relevant affiliated companies filed a defence to these claims, and Dr Mallya also filed a counterclaim for payment of the two
instalment payments that had by that time been withheld as described above.
Diageo continues to prosecute its claims and to defend the counterclaim. As part of these proceedings, Diageo and the other
relevant members of its group filed an application for strike out and/or summary judgement in respect of certain aspects of the
defence filed by Dr Mallya and the other defendants, including their defence in relation to Watson and CASL’s liability to repay
DHN. The application was successful resulting in Watson being ordered to pay approximately $135 million plus various
amounts in respect of interest to DHN, with CASL being held liable as co-surety for 50% of any such amount unpaid by
Watson. These amounts were, contrary to the relevant orders, not paid by the relevant deadlines and Watson and CASL’s
remaining defences in the proceedings were struck out. Diageo and DHN have accordingly sought asset disclosure and are
considering further enforcement steps against Watson and CASL, both in the United Kingdom and in other jurisdictions where
they are present or hold assets.
A trial of the remaining elements of these claims was due to commence on 21 November 2022. However, on 26 July 2021 Dr
Mallya was declared bankrupt by the English High Court pursuant to a bankruptcy petition presented by a consortium of Indian
banks. Diageo and the relevant members of its group have informed the Trustee in Bankruptcy of their position as creditors in
the bankruptcy and have engaged with the Trustee regarding their claims and the status of the current proceedings. An appeal
by Dr Mallya against his bankruptcy (and an appeal by the bank consortium against orders made in the course of the bankruptcy
proceedings) are pending. In light of the uncertainty posed by the ongoing bankruptcy proceedings, the trial of Diageo’s claim
was initially relisted to take place in February 2024. However, Dr Mallya’s appeal against his bankruptcy and the banks’ cross
appeal is not expected to be heard until April 2024. Accordingly, the Court has rescheduled the trial of Diageo’s claim for
March 2025.
At this stage, it is not possible to assess the extent to which the various ongoing proceedings related to the bankruptcy will
affect the remaining elements of the claims by Diageo and the relevant members of its group.
Upon completion of an initial inquiry in April 2015 into past improper transactions which identified references to certain
additional parties and matters, USL carried out an additional inquiry into these transactions (Additional Inquiry) which was
completed in July 2016. The Additional Inquiry, prima facie, identified transactions indicating actual and potential diversion of
funds from USL and its Indian and overseas subsidiaries to, in most cases, entities that appeared to be affiliated or associated
with Dr Mallya. All amounts identified in the Additional Inquiry have been provided for or expensed in the financial statements
of USL or its subsidiaries in the respective prior periods. USL has filed recovery suits against relevant parties identified
pursuant to the Additional Inquiry.
Further, at this stage, it is not possible for the management of USL to estimate the financial impact on USL, if any, arising out
of potential non-compliance with applicable laws in relation to such fund diversions.
(d) Other matters in relation to USL
In respect of the Watson backstop guarantee arrangements, the Securities and Exchange Board of India (SEBI) issued a notice
to Diageo on 16 June 2016 that if there is any net liability incurred by Diageo (after any recovery under relevant security or
other arrangements, which matters remain pending) on account of the Watson backstop guarantee, such liability, if any, would
be considered to be part of the price paid for the acquisition of USL shares under the SPA which formed part of the Original
USL Transaction and that, in that case, additional equivalent payments would be required to be made to those shareholders
(representing 0.04% of the shares in USL) who tendered in the open offer made as part of the Original USL Transaction.
Diageo believes that the Watson backstop guarantee arrangements were not part of the price paid or agreed to be paid for any
USL shares under the Original USL Transaction and that therefore SEBI's decision was not consistent with applicable law, and
Diageo appealed against it before the Securities Appellate Tribunal, Mumbai (SAT). On 1 November 2017, SAT issued an
order in respect of Diageo’s appeal in which, amongst other things, it observed that the relevant officer at SEBI had neither
considered Diageo’s earlier reply nor provided Diageo with an opportunity to be heard, and accordingly directed SEBI to pass a
fresh order after giving Diageo an opportunity to be heard. Following SAT’s order, Diageo made its further submissions in the
matter, including at a personal hearing before a Deputy General Manager of SEBI. On 26 June 2019, SEBI issued an order
reiterating the directions contained in its previous notice dated 16 June 2016. As with the previous SEBI notice, Diageo
believes that SEBI's latest order is not consistent with applicable law. Diageo appealed against this order before SAT and, after
a hearing in March 2023, SAT allowed Diageo’s appeal on 26 July 2023. Accordingly, SEBI’s order dated 26 June 2019 stands
quashed. Under applicable law, SEBI has filed an appeal against SAT’s order before the Supreme Court of India. However,
there can be no certainty as to its outcome or the timeframe within which any such appeal would be concluded.
(e) USL’s dispute with IDBI Bank Limited
Prior to the acquisition by Diageo of a controlling interest in USL, USL had prepaid a term loan of INR 6,280 million ($76
million) taken through IDBI Bank Limited (IDBI), an Indian bank, which was secured on certain fixed assets and brands of
USL, as well as by a pledge of certain shares in USL held by the USL Benefit Trust (of which USL is the sole beneficiary). The
maturity date of the loan was 31 March 2015. IDBI disputed the prepayment, following which USL filed a writ petition in
November 2013 before the High Court of Karnataka (the High Court) challenging the bank’s actions.
Following the original maturity date of the loan, USL received notices from IDBI seeking to recall the loan, demanding a
further sum of INR 459 million ($6 million) on account of the outstanding principal, accrued interest and other amounts, and
also threatening to enforce the security in the event that USL did not make these further payments. Pursuant to an application
filed by USL before the High Court in the writ proceedings, the High Court directed that, subject to USL depositing such
further amount with the bank (which amount was duly deposited by USL), the bank should hold the amount in a suspense
account and not deal with any of the secured assets including the shares until disposal of the original writ petition filed by USL
before the High Court.
On 27 June 2019, a single judge bench of the High Court issued an order dismissing the writ petition filed by USL, amongst
other things, on the basis that the matter involved an issue of breach of contract by USL and was therefore not maintainable in
exercise of the court’s writ jurisdiction. USL filed an appeal against this order before a division bench of the High Court, which
on 30 July 2019 issued an interim order directing the bank to not deal with any of the secured assets until the next date of
hearing. On 13 January 2020, the division bench of the High Court admitted the writ appeal and extended the interim stay. This
appeal is currently pending. Based on the assessment of USL’s management supported by external legal opinions, USL
continues to believe that it has a strong case on the merits and therefore continues to believe that the secured assets will be
released to USL and the aforesaid amount of INR 459 million ($6 million) remains recoverable from IDBI.
(f) Tax
The international tax environment has seen increased scrutiny and rapid change over recent years bringing with it greater
uncertainty for multinationals. Against this backdrop, Diageo has been monitoring developments and continues to engage
transparently with the tax authorities in the countries where Diageo operates to ensure that the group manages its arrangements
on a sustainable basis.
The group operates in a large number of markets with complex tax and legislative regimes that are open to subjective
interpretation. In the context of these operations, it is possible that tax exposures which have not yet materialised (including
those which could arise as a result of tax assessments) may result in losses to the group. In the circumstances where tax
authorities have raised assessments, challenging interpretations which may lead to a possible material outflow, these have been
included as contingent liabilities. Where the potential tax exposures are known to us and have not been assessed, the group
considers disclosure of such matters taking into account their size and nature, relevant regulatory requirements and potential
prejudice of the future resolution or assessment thereof.
Diageo has a large number of ongoing tax cases in Brazil and India. Since assessing an accurate value of contingent liabilities in
these markets requires a high degree of judgement, contingent liabilities are disclosed on the basis of the current known
possible exposure from tax assessment values. While not all of these cases are individually significant, the current aggregate
known possible exposure from tax assessment values is up to approximately $934 million for Brazil and up to approximately
$115 million for India. The group believes that the likelihood that the tax authorities will ultimately prevail is lower than
probable but higher than remote. Due to the fiscal environment in Brazil and in India, the possibility of further tax assessments
related to the same matters cannot be ruled out and the judicial processes may take extended periods to conclude. Based on its
current assessment, Diageo believes that no provision is required in respect of these issues.
Payments were made under protest in India in respect of the periods 1 April 2006 to 31 March 2019 in relation to tax
assessments where the risk is considered to be remote or possible. These payments have to be made in order to be able to
challenge the assessments and as such have been recognised as a receivable in the group's balance sheet. The total amount of
payments under protest recognised as a receivable as at 31 December 2023 is $149 million (corporate tax payments of $137
million and indirect tax payments of $12 million).
(g) Other
The group has extensive international operations and routinely makes judgements on a range of legal, customs and tax matters
which are incidental to the group's operations. Some of these judgements are or may become the subject of challenges and
involve proceedings, the outcome of which cannot be foreseen. In particular, the group is currently a defendant in various
customs proceedings that challenge the declared customs value of products imported by certain Diageo companies. Diageo
continues to defend its position vigorously in these proceedings.
Save as disclosed above, neither Diageo, nor any member of the Diageo group, is or has been engaged in, nor (so far as Diageo
is aware) is there pending or threatened by or against it, any legal or arbitration proceedings which may have a significant effect
on the financial position of the Diageo group.