KYC #03

Bottlers Nepal: You know the Coke. Do you know who owns the bottler?

Nepal’s Coca-Cola is bottled by two listed companies, one owning 91% of the other. After the same 2014 sale, one has settled its assessment and the other carries a Rs 471 crore contingent estimate, still in court.

The short version

Two tickers, one Coke. BNL owns 90.78% of BNT. Coca-Cola Southwest Asia owns 76.16% of BNL, so it has a 69.14% look-through economic interest in BNT’s profit. The public’s look-through interest in BNT’s profit is 10.89%, against 1.84% of BNL.
Concentrate is the biggest purchase. Purchases from a related party in the Coca-Cola system equalled 22.2% of revenue in the year to mid-July 2026 (Rs 263 crore) and 34.9% two years earlier. Price and term are not disclosed.
Charges flow up. In the year to mid-July 2025 BNT paid BNL Rs 27.55 crore in management fee and loan interest. The fee is 2.6% of BNT’s revenue and the interest about 7%, inside BNT’s own bank-overdraft range, but against a thin pre-tax profit of Rs 21.84 crore the two came to 126%.
One settled, one in court. After a 2014 offshore sale, BNT settled its assessment under the 2025 amnesty (Rs 78.07 crore) and reports no further obligations on it. BNL discloses a separate, unresolved Rs 471 crore contingent estimate, not provided for; management says an adverse outcome is “less likely than not”. The Supreme Court admitted its case on 15 August 2025. Whether BNL could use the amnesty is not disclosed.

The question: Nepal’s Coca-Cola is bottled by two listed companies, one owning 90.78% of the other. Who owns them, where does a rupee of Coke go, and why has one company settled its assessment from the 2014 sale while the other’s case is still in court?

The numbers

Group revenue: Rs 1,187 crore. Year to mid-July 2026, unaudited, both companies together. Up 10.1% from Rs 1,079 crore, the audited figure for the year before.
Coca-Cola holding’s look-through interest in BNT’s profit: 69%. 76.16% of BNL times 90.78% of BNT is 69.14%. Gorkha Brewery’s is 19.97% and the public’s 10.89%. An ownership fraction of profit, not cash received.
Concentrate bought from a related party: Rs 263 crore. 22.2% of group revenue in the year to mid-July 2026 (unaudited); 34.9% in the year to mid-July 2024. Bought in the year, not necessarily used.
BNL’s contingent tax estimate, not provided for: Rs 471 crore. Management’s estimate if it loses both cases over the 2014 sale, with interest; it says an adverse outcome is “less likely than not”. BNT settled its assessment for Rs 78 crore.
BNL shares held by the public: 1.84%. 373 holders; the company calls the shares “rarely traded”. At BNT the public holds 9.22%, in 2,407 accounts.

01. One 2014 sale. One assessment settled. One case in court.

Coca-Cola in Nepal is two companies on the stock exchange: Bottlers Nepal Limited (BNL) in Kathmandu and Bottlers Nepal (Terai) Limited (BNT) in Bharatpur. BNL owns 90.78 percent of BNT.^1,2

In 2014 the holding company that owns 76.16 percent of BNL was itself sold, abroad, between foreign companies. Nepal’s tax office treated that as a change in control of the Nepali bottlers and assessed them.^1,14

Eleven years later BNT used the 2025 tax amnesty. It charged Rs 78.07 crore to its accounts, against an assessment it states as Rs 277 crore, and wrote that “no further obligations remain in respect of this matter”.² BNL’s latest annual report shows no settlement. It discloses a separate, unresolved exposure from the same offshore sale: an estimated Rs 471 crore, including interest, with nothing provided for it. The Supreme Court admitted its case on 15 August 2025, which is not a ruling on the merits.¹ The two companies have separate assessments and proceedings, and nothing we read says the same settlement was open to both.

Rs 471 crore is a contingent estimate, not a confirmed tax bill. It is 76 percent of the group’s equity at the same date (Rs 621 crore at 16 July 2025; 66 percent of the unaudited July 2026 figure of Rs 713 crore), 3.8 times the latest year’s pre-tax profit (Rs 123 crore, unaudited) and 16.5 percent of BNL’s market value at the 9 October 2026 price. BNL’s management says an adverse outcome is “less likely than not”, and “denies any wrongdoing”. We report that as their view. The department’s separate case is an allegation, not a finding.^1,3,29

Jul 22: BNT 100, BNL’s own business 100 (year to July 2022 = 100)
Jul 23: BNT 102, BNL’s own business 98 (year to July 2022 = 100)
Jul 24: BNT 96, BNL’s own business 73 (year to July 2022 = 100)
Jul 25: BNT 83, BNL’s own business 96 (year to July 2022 = 100)
Jul 26: BNT 95, BNL’s own business 95 (year to July 2022 = 100)

You know the bottle. But the story is in the structure: who owns each company, what flows between them, and why the same event is a closed matter in one set of accounts and an open estimate in the other.

That makes this a different kind of company investigation. It is not about whether the shares are cheap. We have written valuations for both companies. It is about what you are actually looking at when you look at Coca-Cola in Nepal.

Nepal’s Coca-Cola is bottled by two listed companies, one owning 90.78% of the other. Who owns them, where does a rupee of Coke go, and why has one company settled its assessment from the 2014 sale while the other’s case is still in court?

02. Everything you recognise is a bottle, and a distributor behind it

Coca-Cola, Sprite, Fanta, Coke Zero, Fanta Lemon, Kinley water. The names are so ordinary at a Nepali shop counter that few people ask who makes them.¹

The answer is these two companies. They are, in their words, “the authorized bottler and distributor” of The Coca-Cola Company in Nepal. BNL calls itself a “licensed bottler, marketer, and distributor”. It is one segment, non-alcoholic ready-to-drink beverages, and every rupee of sales in the group’s accounts is a Nepali sale: the export line reads nil in the latest two years.^1,2

The reports describe all sales as made through distributors: over 250 of them serve over 120,000 retailers, on credit terms of 30 to 90 days, partly backed by bank guarantees. Freight alone cost the group Rs 62 crore in the year to mid-July 2025. Management lists “rural distribution at effective cost” as an internal problem every year.¹

Each company sells in its own territory, and sales across the line pay a 12 percent product transfer fee. Where the line runs, in districts, is not published.²

The group employed 547 people in the year to mid-July 2025, down from 621 four years before: 257 at BNL and 290 at BNT. Three unions represent them, and the reports say “no strike” each year. Press reports say “over 600” and “over 1,000”; we use the filings.^1,5,6,20,21

Year to mid-July 2025	BNL (parent, standalone)	BNT (subsidiary)
Revenue	Rs 326.0 crore	Rs 752.7 crore
Change on the year before	+32.8%	-14.2%
Profit before tax	Rs 36.5 crore (includes Rs 5.5 crore dividend from BNT)	Rs 21.8 crore
Result after tax	Profit Rs 26.9 crore	Loss Rs 61.4 crore (prior-period tax Rs 76.3 crore)
Last dividend declared	Rs 20 a share, year to mid-July 2022	Rs 50 a share, year to mid-July 2024
Employees	257	290
Concentrate bought	Rs 104.5 crore	Rs 178.5 crore
Public holding	1.84%, 373 holders	9.22%, 2,407 holders
What the latest quarterly reports give	Group only; no standalone columns	Its own fourth-quarter report for the year to July 2026 is a scanned image; its figures were read from the PDF and are unaudited

Sources: ^1,2,3,30. Group = BNL standalone + BNT, to the rupee. For the year to mid-July 2026 BNL’s standalone figures are our derivation, not a filing.

The last Nielsen market share in any annual report we read is for July 2019: 71.5 percent of sparkling drinks by value. Nothing since, and no filing names a competitor. Pepsi’s bottler, Varun Beverages Nepal, shows up in an eighteen-year-old article and nowhere else we read.^7,8,9,28

Seven years without a share figure in the reports we read is unusual for a company that calls itself the market leader every year. We do not know why the figure stopped; it may be a data subscription or a change of method. The company’s statement that it is the leader is not independently checkable from what is published.

A licensed bottler with 547 employees and no exports. Where did it come from, and why two companies?

03. A few bottles, two plants and a stake that moved twice

Neither company’s annual report gives a founding date. They give ages: BNL “over 47 years”, BNT “over 39”. For the story we have to rely on a Coca-Cola executive’s account and a supplier’s case history, which disagree by a year.^1,2,17,21

Coke began in Nepal in February 1973 with “just a few bottles”, Coca-Cola’s country director told The Himalayan Times. The first plant, at Balaju, began local production in 1978 in his account (1979 in a supplier’s). The Bharatpur plant followed in 1986 (1987 in Kantipur’s account).^17,21,13

The ownership is easier to trace than the founding. In 2010 Khetan Group, a Nepali business house, bought 22 percent of BNL from The Coca-Cola Company for about Rs 30 crore. On 17 July 2011 it sold the whole stake to Gorkha Brewery, a company then 90 percent owned by Carlsberg, at Rs 1,691 a share: 428,805 shares, Rs 72.5 crore. The press called it the largest inter-company share trade yet seen.¹⁰

In 2012 a report described Coca-Cola Sabco, the South African bottler, as the majority holder and announced US$50m of investment over three years.¹¹ By the 2014 sale the majority holder had a new name, Coca-Cola Southwest Asia Holdings, and a new owner, European Refreshments.¹

Gorkha Brewery’s 428,755 shares (428,805 were traded in 2011; the company’s total share count has not changed) are valued at Rs 627 crore at the 9 October 2026 price of Rs 14,624.90: 8.65 times the 2011 price, 15.2 percent a year for 15.2 years: annualised price appreciation, excluding dividends and inflation. A quote on a stock that changes hands 23 shares a day is not a price a buyer would necessarily pay, and the share count never changed, so the comparison is like for like.^1,10,29

1973: The first bottles. Coca-Cola’s country director says Coke began in Nepal with “just a few bottles” in February 1973. We found no filing that dates the company’s founding or its listing.
1978: The Balaju plant. Local production starts at Balaju, Kathmandu: 1978 in the country director’s account, 1979 on a supplier’s case history. We show both.
1986: Bharatpur. The director says the company “expanded our plant in Bharatpur” in 1986; Kantipur says BNT was set up in 1987. The company’s own reports say only “over 39 years” for BNT.
2004: An earlier sale abroad. Kantipur’s 2021 report, citing a department source, says the 76% holder was also sold abroad in 2004 and assessed at Rs 66.51 crore; a tax settlement commission had BNL pay Rs 23 crore and waived Rs 43.5 crore. One newspaper’s account; we found no filing that confirms it.
2010: Coca-Cola sells 22%. Khetan Group buys 22% of BNL from The Coca-Cola Company for about Rs 30 crore, per a 2011 report.
2011: Gorkha Brewery takes it. Khetan sells the whole 22% to Gorkha Brewery on 17 July: 428,805 shares at Rs 1,691, Rs 72.5 crore. Carlsberg held 90% of Gorkha Brewery then.
2012: A US$50m plan. Coca-Cola Sabco, called the majority owner, announces US$50m of investment over three years. What was built is not stated.
2014: The sale that happened elsewhere. European Refreshments buys 100% of Coca-Cola SABCO (Asia), BNL’s 76.16% holder, from its parent. No Nepali company’s shares were sold directly; the tax office treats it as a change in control of BNL. It is the root of the tax case.
2015: The blockade. The border blockade runs from September 2015 to February 2016. Coca-Cola later sues its insurers for US$1m of losses.
2016: Distributors stop. Bottlers Nepal (Terai) distributors stop distributing from 30 July 2016 over their demands; talks fail on 13 August.
2021: An audit report and an inquiry. The Auditor-General’s report puts unpaid capital gains tax on the 2014 change at Rs 53.25 crore. The Department of Revenue Investigation begins an inquiry.
2022: The prosecution. On 11 March the department files a case at Patan High Court alleging Rs 371.8 crore of unpaid tax and seeking an equal fine. BNL denies wrongdoing.
2025: One settles, one is in court. BNT uses the tax amnesty and charges Rs 78.07 crore. On 15 August the Supreme Court admits BNL’s case for further review.
2026: A recovery and a new window. Group profit before tax rebounds to Rs 123 crore in the year to mid-July 2026 (unaudited). The May budget announces a pay-plus-1% scheme for tax cases before the courts.

Six turning points and three people, with the evidence

Each card below shows what happened, why it mattered, what changed and what followed.

1973 to 1986: From a few bottles to two plants. What happened: Coca-Cola’s country director says Coke arrived in February 1973 with “just a few bottles”, the Balaju plant started local production in 1978 (a supplier says 1979), and Bharatpur followed in 1986 (Kantipur says 1987). Why it mattered: Local production turned a licensed import into a business with plants, distributors and, later, a listing. The company’s own reports give only ages (“over 47 years”), not founding dates. What changed: There are now two companies, split by territory, that pay each other a 12% product transfer fee on sales across the line. The long-term consequence: One brand, two NEPSE tickers, and a structure that investors have to read as a pair.
2010 to 2011: The 22% changes hands twice. What happened: Khetan Group buys 22% of BNL from The Coca-Cola Company for about Rs 30 crore in 2010, and sells it on 17 July 2011 to Gorkha Brewery for Rs 72.5 crore: Rs 1,691 a share. Why it mattered: It was “the largest-ever inter-company share trading” at the time and set a Nepali brewer beside the Coca-Cola holding. (The report’s framing.) What changed: Gorkha Brewery has held the stake since and has one board seat. The long-term consequence: The same stake is valued at Rs 627 crore at the 9 October 2026 price, 8.65 times the 2011 price. That is a quote on a stock that trades 23 shares a day, not proof of what a buyer would pay.²⁹
2014: A sale that happened elsewhere. What happened: European Refreshments buys 100% of Coca-Cola SABCO (Asia), the company that holds 76.16% of BNL, from Coca-Cola SABCO (Pty). Why it mattered: No Nepali company’s shares were sold directly, but the Large Taxpayers Office assessed BNL for the year to mid-July 2015 on section 57 of the Income Tax Act, “Change in Control”. The department says Nepali authorities were not told. What changed: A tax case, an audit finding and a prosecution follow, in three different amounts. The long-term consequence: The case is still open, and BNL’s management says an adverse outcome is “less likely than not”.
2021 to 2022: An audit report, an inquiry and a case. What happened: An inquiry by the Department of Revenue Investigation and the Auditor-General’s report (Rs 53.25 crore), both reported in mid-2021, then a case on 11 March 2022 at Patan High Court alleging Rs 371.8 crore of unpaid tax and seeking an equal fine. Why it mattered: It moved the matter from a tax assessment to an alleged leakage case against the company and, per Kantipur, the directors and officers in post at the time. None of the three people profiled below is among those the article lists. What changed: At BNL’s lawyers’ request the High Court suspended the case on 27 January 2025 until the Supreme Court decides the tax case. The long-term consequence: The two cases now wait on one ruling.
Year to mid-July 2025: More volume, less revenue. What happened: Gross sales fell 1.8%, discounts rose 6.4% and revenue fell 3.9%. BNL’s own business rose 32.8% from a low base; BNT’s fell 14.2% in a weather-hit year. Why it mattered: BNL’s managing director calls it volume growth that “could not be translated into revenue due to reduced realizations”, for affordability; BNT reports lower volume. What changed: Group profit before tax slipped to Rs 52.8 crore, and a Rs 76.6 crore prior-period tax charge made it a loss of Rs 40.0 crore. The long-term consequence: The rebound to Rs 123 crore of pre-tax profit in the year to mid-July 2026 (unaudited) came with revenue up 10.1 percent.
2025: One settles, one is in court. What happened: BNT used the tax amnesty (Finance Act 2082, section 30): Rs 78.07 crore charged against an assessment of Rs 277 crore, “under protest”. BNL’s leave petition was admitted by the Supreme Court on 15 August 2025. Why it mattered: The same 2014 sale produced a settled bill at one company and an open, unprovided estimate of Rs 471 crore at the other. What changed: The May 2026 budget announced a new pay-plus-1% route for cases before the courts. The long-term consequence: Whether BNL could use a window, has used one or will, is not in any filing we read.

Three people are on the record in the filings, and each carries a warning.

Narmadeshwar Narayan Singh (Chairperson of BNL and BNT). Chairs BNL as the representative of public shareholders (on the board since at least 12 January 2022, which the report calls an appointment in one place and a re-appointment in another; the company says he has been associated with it for more than 50 years) and chairs BNT as BNL’s nominee (since 10 May 2023). He attended all six BNL board meetings in the year to mid-July 2025.^1,2 One of two directors not nominated by an institutional holder; the other is an independent director. One seat of seven is listed for the public shareholders’ representative. That describes the seat, not a right of every holder to appoint it, and is not a judgement of the chair.
Ajay Chanbasappa Konale (Managing Director of BNL and CEO of BNT). Appointed managing director on 9 July 2025, a nominee of Coca-Cola Southwest Asia, succeeding Deepak Senthil Nath Gunalan. The report records two board-seat changes: on 11 June 2025 Redwin Antonio Duay, the country finance director, took Gunalan’s seat; on 9 July Konale took Duay’s.¹ Key management is four expatriates, including the managing director, and three Nepali staff. The filings give no reason for the change and we draw no inference.
Arun Adhikari (Managing Director of Gorkha Brewery; BNL director since 10 January 2025). Sits on BNL’s board for Gorkha Brewery’s 22%. BNL’s filing names his role at Gorkha Brewery but not who owns it.¹ Carlsberg announced in August 2024 that it would hold 99.94% of Gorkha Brewery.^22,23 If the 2024 deal closed, a Danish brewer sits behind the 22%. We could not confirm completion.

A stake that has moved twice, and a company whose top holder was sold in 2014. Who owns what today?

04. Who owns it, who pays whom, who gets the cash

Three relationships are easy to confuse. Ownership is who holds the shares. Commercial dealings are who buys from and sells to whom. Money flows are where the cash ends up. Click any box.

Coca-Cola Southwest Asia Holdings (76.16%). 1,484,301 shares. Since 2014 its own parent has been European Refreshments, which bought it from Coca-Cola SABCO (Pty). Four of BNL’s seven directors are its nominees. Its dividend payable, Rs 5.64 crore, was “in the process of obtaining approval from the Central Bank for repatriation” at July 2025. The Coca-Cola Company licenses the brands; the filings do not say whether it holds shares directly.
Gorkha Brewery Pvt Ltd (22.00%). 428,755 shares, one board seat (its managing director). In 2011 it paid Rs 1,691 a share for the stake, Rs 72.5 crore; its shares are valued at Rs 627 crore at the 9 October 2026 price.²⁹ Carlsberg held 90% of it then (Khetan 10%), and announced in August 2024 that it would take control of 99.94%. BNL’s filings do not say who owns Gorkha Brewery; we could not confirm completion of the 2024 deal.
Public shareholders (1.84%). 35,831 shares; 285 demat accounts hold 25,976 of them. The company writes that 98.16% is held by two institutions and the rest is “rarely traded”. The chairperson, N. N. Singh, is listed as the public shareholders’ representative: one seat of seven. That describes the seat; it does not give every holder a right to appoint it. At a price of Rs 14,624.90 the whole public holding is valued at Rs 52.4 crore.²⁹
Bottlers Nepal (Terai) Ltd. The larger company: Rs 868 crore of revenue in the year to mid-July 2026 (its own unaudited quarterly report) against Rs 320 crore for BNL’s own business (our derivation: group minus BNT). 1,210,000 shares; 2,407 holders hold the other 9.22%. BNT calls itself “sole” authorised bottler with BNL; its public-director seat is vacant after a resignation approved on 8 October 2025.
BNL’s own bottling. Three lines on one site at Balaju. A Rs 58.9 crore PET filling line (200 bottles a minute) came in the year to mid-July 2024. It is the only plant in the industrial district “with an Effluent treatment facility”, per the company. BNL’s own revenue was Rs 326 crore in the year to mid-July 2025.
Troika Traders. Paid-up capital Rs 7.5 lakh. “No business transaction” in the year to mid-July 2025, a loss of Rs 1.6 lakh before tax, and Rs 2.3 crore owed to BNL. We give it no weight.
The brands. BNL calls itself a “licensed bottler, marketer, and distributor” for The Coca-Cola Company. The agreement’s term, exclusivity, renewal and any royalty are not in any filing we read. The only description is a “partnership”.
Distributors. The group “does not sale goods directly”; everything goes through distributors. Receivables are on 30 to 90 day terms, backed partly by bank guarantees. Freight alone was Rs 62 crore for the group in the year to mid-July 2025.
The concentrate supplier. The group bought Rs 263 crore of concentrate from Pacific Refreshments Pte. Ltd. in the year to mid-July 2026, 22.2% of revenue. The related-party note lists it as an “other related party”, and the filings do not describe the link; price, term and currency are not disclosed. BNL also owed Soft Drink International Inc. Rs 40.4 crore at July 2025, with no purchase or fee figure.
BNL, from BNT. In the year to mid-July 2025 BNT paid BNL a management fee of Rs 19.27 crore (BNL calls it “Recovery of Manpower Cost”), loan interest of Rs 8.29 crore, a net product transfer fee of Rs 9.68 crore and a dividend of Rs 5.49 crore. BNL paid no dividend to its own owners.
The state. The reports print a “Contribution to National Treasury”: Rs 816.7 crore for the group in the year to mid-July 2025, against revenue of Rs 1,078.8 crore. The line is not defined, but about three-quarters of it equals the gap between gross turnover (which includes VAT and excise) and sales. Income tax charged for the year was Rs 16.7 crore current plus Rs 76.6 crore of prior-period tax, the latter mostly BNT’s amnesty.

Ownership is a two-layer ladder. Coca-Cola Southwest Asia Holdings holds 76.16 percent of BNL; Gorkha Brewery 22.00 percent; 373 public holders 1.84 percent. BNL holds 90.78 percent of BNT; 2,407 holders hold the rest.^1,2

The company writes that “98.16% of the Shares are held by two institutional Shareholders” and that the rest is “rarely traded”. BNL’s board has seven seats: four Coca-Cola Southwest Asia nominees (one is the managing director), one Gorkha Brewery nominee, one independent director, and the chairperson for public shareholders.¹

Multiply the layers and you get the look-through: each group’s economic interest in one rupee of BNT’s profit, an ownership fraction and not cash received.

Coca-Cola Southwest Asia, through BNL: 69.14% (76.16% × 90.78%)
Gorkha Brewery, through BNL: 19.97% (22.00% × 90.78%)
BNT’s own public holders, directly: 9.22% (2,407 holders)
BNL’s public holders, through BNL: 1.67% (1.84% × 90.78%)

The look-through counts profit, not cash. Dividends are not paid in proportion: BNT declared Rs 60 and Rs 50 a share for two years and nothing for the third, while BNL declared Rs 20 once, for the year to mid-July 2022, and has not since. Rs 5.64 crore of dividend payable to Coca-Cola Southwest Asia was awaiting central bank approval for repatriation at July 2025.^1,2

The tidy picture is that outside investors can own Coca-Cola’s Nepali business through BNL or BNT. They can, but not on the same terms: BNT’s public holders own a tenth of its profit directly, while BNL’s own the 1.84 percent of a holding company whose board has five of its seven seats nominated by the two institutional holders.

If the owners are mostly abroad and the profit stays in the structure, what does the revenue tell us?

05. The two companies moved in opposite directions

Add the two companies and you get the group: revenue of Rs 1,079 crore in the year to mid-July 2025, down 3.9 percent. But the sum hides a split. In that year BNL’s own business rose 32.8 percent; BNT’s fell 14.2 percent.^1,2,4

How to read the labels. Audited: annual-report figures for the year to mid-July 2025 and earlier. Unaudited: the group’s fourth-quarter report for the year to mid-July 2026, and BNT’s own scanned quarterly report. Our derivation: BNL’s own business for that year (group minus BNT) and every ratio. Nothing derived is presented as audited.^1,3,30

Jul 22: Rs 911.4 crore BNT, Rs 338.1 crore BNL’s own business
Jul 23: Rs 932.0 crore BNT, Rs 329.9 crore BNL’s own business
Jul 24: Rs 877.1 crore BNT, Rs 245.6 crore BNL’s own business
Jul 25: Rs 752.7 crore BNT, Rs 326.0 crore BNL’s own business
Jul 26: Rs 867.8 crore BNT, Rs 319.6 crore BNL’s own business

The group is BNT plus BNL standalone, to the rupee. BNL’s standalone figure for the year to July 2026 is derived (group minus BNT) because its quarterly reports carry no standalone columns; that year is unaudited. BNT’s figure for that year is from its own scanned quarterly report.

BNT is the larger business: Rs 868 crore of the group’s Rs 1,187 crore in the year to mid-July 2026, 73 percent. BNL’s own business is smaller, more erratic and rebounding from a trough.^3,30

The group is exactly BNT plus BNL standalone in every year from the one to mid-July 2022 on, to the rupee. That is our test that the two data sets are on the same footing. The year before that fails it by Rs 10.5 crore (a restatement), so the charts start in the year to mid-July 2022.^1,4,5,6

What changed? Look at the line between gross sales and revenue. The group sold Rs 1,326 crore of goods in the year to mid-July 2025, down only 1.8 percent. Discounts rose 6.4 percent to Rs 217 crore, 16.4 percent of sales, and deferred revenue rose 30.6 percent. Revenue fell 3.9 percent, twice as fast as sales.¹

BNL’s managing director says what BNL did: volume growth “could not be translated into revenue due to reduced realizations”, because “price and promotions … were executed to improve affordability of our products”. BNT, the larger company, reports “lower volume due to inclement weather during peak season months”.^1,2

Group revenue, years to mid-July, Rs crore (last bar unaudited)

Jul 22: Rs 1,249.5 crore
Jul 23: Rs 1,261.9 crore
Jul 24: Rs 1,122.7 crore
Jul 25: Rs 1,078.8 crore
Jul 26: Rs 1,187.4 crore (Latest, unaudited)

Both companies together, audited except the last (unaudited). Axis starts at zero. The 2026 quarterly report regroups cost of sales and administration for the year to July 2025; revenue is unaffected.

Group profit before tax, years to mid-July, Rs crore (last bar unaudited)

Jul 22: Rs 135.2 crore
Jul 23: Rs 118.2 crore
Jul 24: Rs 60.5 crore
Jul 25: Rs 52.8 crore
Jul 26: Rs 123.1 crore (Latest, unaudited)

Before prior-period tax, which turned the year to July 2025 into a loss after tax of Rs 40.0 crore. Last bar unaudited.

Why this matters. Revenue is not the same as demand. BNL appears to have given up price to hold volume while BNT lost volume. The group’s total volume, and the split by territory, is not published, so the opposite moves of BNL and BNT cannot be fully explained from outside.

If one company grew and the other shrank, where does the money go between them?

06. Concentrate in, fees and interest up

A bottler does not make the thing that makes Coke taste like Coke. It buys concentrate, adds water, sugar and carbon dioxide, fills bottles and sells them. The concentrate comes from Pacific Refreshments Pte. Ltd., which the related-party note lists as an “other related party” in the Coca-Cola system. In the year to mid-July 2026 the group bought Rs 263 crore of it, 22.2 percent of revenue.³

That share has moved: 20.3 percent of revenue in the year to mid-July 2022, 27.4 percent in 2023, 34.9 percent in 2024, 26.2 percent in 2025 and 22.2 percent in 2026.^1,3,4,5,6

The figures are purchases in the year, not use. BNT’s purchases alone fell 40 percent in the year to mid-July 2025, from Rs 299 crore to Rs 178.5 crore. No reason is stated. The pricing formula, term and currency are not disclosed; the filings say only that materials are bought “from the supplier identified by the group”. Purchase value is not the same as consumption cost, and the disclosed data does not establish whether the price is above or below an arm’s-length benchmark.^1,2

The two bottlers also deal with each other. In the year to mid-July 2025, BNT paid BNL a management fee of Rs 19.27 crore, which BNL’s directors’ report calls “Recovery of Manpower Cost”. It paid Rs 8.29 crore of interest on a Rs 111.6 crore loan from BNL, and a product transfer fee of Rs 15.93 crore against Rs 6.25 crore received. BNT also paid BNL a dividend of Rs 5.49 crore.^1,2

Year to mid-July 2023: 38.6% (Fee Rs 16.2 + interest Rs 11.4 crore, on pre-tax profit of Rs 71.5 crore)
Year to mid-July 2024: 62.7% (Fee Rs 17.8 + interest Rs 10.3 crore, on Rs 44.8 crore)
Year to mid-July 2025: 126.1% (Fee Rs 19.3 + interest Rs 8.3 crore, on Rs 21.8 crore)

On fairness. A parent that employs shared staff and lends to a subsidiary will normally charge for both, and these are reported in both companies’ accounts and agree. What is not disclosed is the basis: no contract, no formula, no statement of which services are covered. The fee has risen every year since the year to mid-July 2021, from Rs 13.65 crore to Rs 19.27 crore. We do not suggest the amounts are wrong. We say a minority holder at BNT cannot test the fee. The interest can be tested: about 7.2 percent on the average loan, inside BNT’s own bank-overdraft rates of 6.75 to 7.6 percent, and below the Rs 11.2 crore BNL itself pays in finance costs.^1,2

The state is the other recipient. The reports print a “Contribution to National Treasury” each year: Rs 816.7 crore for the group in the year to mid-July 2025, equal to 75.7 percent of revenue, and Rs 1,110 crore, 88 percent, the year management called a 79 percent excise increase “unprecedented”.^1,5

The line is the company’s and it is not defined, but the filings let us test it. The segment note gives gross turnover of Rs 1,929.7 crore, which the company’s earlier reports define as “inclusive of VAT and Excise Duty”, against sales of Rs 1,326.3 crore. The Rs 603.4 crore gap is 74 percent of the Rs 816.7 crore, and the contribution is 42 percent of gross turnover at both the group and BNT. Our reading: most of the line is tax collected on every bottle and passed to the state, not a share of the company’s own income. The remaining Rs 213.3 crore is not explained in the disclosures available to us, and we do not allocate it to any particular tax. Revenue is recorded net of VAT, so the ratio to revenue is a scale, not a tax rate.^1,6

A big supplier, a parent that charges, and tax collected on every bottle. What is left?

07. From a Rs 40 crore loss to Rs 88 crore of profit

The group lost Rs 40.0 crore after tax in the year to mid-July 2025, then earned Rs 87.8 crore in the year to mid-July 2026 (unaudited). Click through the stages.

Year to mid-July 2025

Sale of goods: Rs 1,326 crore (before discounts). What the group sold to distributors, all in Nepal (exports nil). Down 1.8% from Rs 1,350 crore. The annual report calls it gross sales revenue.
Discounts: Rs 217 crore (16.4% of sales). Up 6.4% (from Rs 204 crore, 15.1% of sales) in a year when sales fell. Deferred revenue, a further Rs 30.6 crore, rose 30.6%. BNL’s managing director: BNL’s volume growth “could not be translated into revenue due to reduced realizations”, from “price and promotions” to “improve affordability”. BNT reports lower volume.
Revenue booked: Rs 1,079 crore (81.3% of sales). Sales less discounts and deferred revenue; down 3.9%, twice as fast as sales. Revenue is recorded net of VAT collected for the state.
Concentrate bought: Rs 283 crore (26.2% of revenue). From Pacific Refreshments, Rs 392 crore the year before (34.9%). BNL bought Rs 104.5 crore, BNT Rs 178.5 crore; BNT’s fell by 40% with no reason stated. Bought, not necessarily used in the year.
Profit before tax: Rs 53 crore (4.9% of revenue). Rs 52.8 crore, down from Rs 60.5 crore. Then Rs 76.6 crore of prior-period tax, nearly all BNT’s amnesty settlement, turned it into a loss after tax of Rs 40.0 crore.

Year to mid-July 2026

Revenue: Rs 1,187 crore (+10.1%). Up from Rs 1,079 crore. Management credits “prudent pack pricing actions, effective promotional strategies, expansion of market reach and chilled capacity”. The report is group only, and unaudited.
Cost of sales: Rs 813 crore (68.5% of revenue). The gross margin was 31.5%. The year before is regrouped in this report, so we do not compare margins across the break.
Concentrate bought: Rs 263 crore (22.2% of revenue). The group’s purchase from Pacific Refreshments, Rs 19.6 crore lower than a year earlier. It is the largest single related-party purchase the filings show.
Selling, distribution and administration: Rs 252 crore (21.2% of revenue). Selling and distribution Rs 174.8 crore (14.7%) and administration Rs 77.6 crore (6.5%).
Profit before tax: Rs 123 crore (10.4% of revenue). Tax of Rs 35.3 crore (28.7% of profit, including Rs 8.3 crore for earlier years) leaves Rs 87.8 crore, of which Rs 81.8 crore is the owners’ and Rs 6.1 crore minorities’. Management calls the 7.4% net margin “below the global benchmark”.

The first year looks like a business losing money. It was not: pre-tax profit was Rs 52.8 crore. The loss came from Rs 76.6 crore of prior-period tax, almost all of it BNT’s amnesty settlement. Without it the group would have shown a profit.^1,2

The second year is a rebound: revenue up 10.1 percent, a gross margin of 31.5 percent, and pre-tax profit of Rs 123 crore. Management credits “prudent pack pricing actions, effective promotional strategies, expansion of market reach and chilled capacity”. The report is group only, unaudited, and regroups the year before, so we compare revenue and profit, not margins. Not all of the rebound is explained: other operating income was Rs 15.5 crore against Rs 2.5 crore, a rise of Rs 12.9 crore in a Rs 70.3 crore improvement in pre-tax profit, and Rs 8.8 crore of it came in the fourth quarter with no explanation in the report.^3,1

We weigh each explanation for the year of split fortunes against the evidence for and against it. Open a card.

Price cuts and promotions: Best supported. For: Gross sales fell 1.8% but revenue fell 3.9%: discounts rose 6.4% and deferred revenue 30.6%. BNL’s managing director says BNL’s volume growth “could not be translated into revenue due to reduced realizations”. Against: This explains revenue lower than sales, not why BNL’s own business rose and BNT’s fell. The best-supported reason revenue fell faster than sales.
Weather and floods in BNT’s territory: Partly. For: BNT reports “lower volume due to inclement weather during peak season months”. The group’s report cites September 2024 floods that damaged distribution networks. Against: No volume figures are published. The floods hit the Kathmandu valley too, and BNL grew. Probably part of BNT’s fall; unmeasured.
A low base at BNL: Partly. For: BNL’s own revenue fell 25.6% in the year to mid-July 2024 to Rs 245.6 crore, then rose 32.8% to Rs 326.0 crore, still below the Rs 329.9 crore of two years earlier. Against: The recovery is only to the level of two years before. The filings do not explain the 2024 low. A rebound more than a boom.
Youth migration and a smaller core market: Partly. For: Management says migration “has resulted in a shrinking core market, leading to reduced sales”. Against: No consumption data by age or region is published. A real headwind; size unknown.
Excise and input costs: Plausible. For: Management cites “higher excise duties”, rupee devaluation and a ban on sugar imports from India. Against: Costs affect margins more than the split between the two companies. Raises costs for both; does not explain the opposite moves.
Territory and transfer-fee effects: Unknown. For: Each company sells in its own territory; sales across the line carry a 12% transfer fee. BNT paid BNL a net Rs 9.68 crore in the year, Rs 19.47 crore the year before. Against: Territory definitions are not published, so we cannot say how much of the split is a boundary effect. Cannot be assessed.

Our reading: the price cut best explains why revenue fell faster than sales, weather and a low base each explain part of the opposite moves, and the territory effect cannot be assessed. In the year to mid-July 2026, group borrowings fell from Rs 267.7 crore to Rs 178.4 crore, so the rebound reached the balance sheet.^1,2,3

The tax charge changed the year. What is the tax case, exactly?

08. Three numbers for one offshore sale

The 2014 sale was of Coca-Cola SABCO (Asia) Limited, the company that holds 76.16 percent of BNL. European Refreshments bought it from Coca-Cola SABCO (Pty) Ltd. No Nepali company’s shares were sold directly, and the large taxpayers’ office assessed BNL on section 57 of the Income Tax Act, “Change in Control”, for the year to mid-July 2015.¹

What followed is easiest to see in a table. The three numbers are not the same number, and none of them is a verdict.

When	Who	What	Amount
Jul 2021	Department of Revenue Investigation, via Kantipur	Inquiry begins into the 2014 sale abroad of Coca-Cola SABCO (Asia); an unnamed official gives an early estimate of at least Rs 100 crore of tax	Rs 100 crore (an official’s early estimate)
Aug 2021	Auditor-General’s 58th report (press)	Unpaid capital gains tax after the December 2014 ownership change	Rs 53.25 crore
11 Mar 2022	Department of Revenue Investigation, Patan High Court (press)	Tax allegedly not paid, plus a 100% fine	Rs 371.8 crore + Rs 371.8 crore = Rs 743.6 crore
Year to mid-July 2025	BNL’s annual report	Management’s estimate if both cases are lost, with Rs 9.95 crore of interest; no provision; “less likely than not”; denies wrongdoing	Rs 471 crore
Year to mid-July 2025	BNT’s annual report	Assessment of Rs 277 crore settled “under protest” under the 2025 amnesty; “No further obligations remain in respect of this matter”	Rs 78.07 crore charged (assessment Rs 277 crore)
15 Aug 2025	Supreme Court	BNL’s leave petition (filed 26 Sep 2024) admitted “for further review”; the High Court case suspended until it is decided	Open
Year to mid-July 2026	BNL quarterly report (group, unaudited)	Prior-period tax charged, no explanation given: Rs 9.09 crore in the fourth quarter, Rs 8.35 crore for the year	Rs 8.35 crore
Year to mid-July 2026	BNL quarterly report	“No legal case was filed in this Quarter by or against the Company”
29 May 2026	Budget speech, 2083/84 (press report)	Cases before courts withdrawn if tax is paid with 1% added	Terms unconfirmed

Sources: ^{12,13,14,15,16,1,2,26}. The three amounts are different things and are not additive: an audit finding, a prosecution claim (tax plus fine) and management’s estimate if both cases are lost. The first is an audit finding reported by the press and the second a prosecution claim; neither is a court ruling. BNL’s management denies wrongdoing. The 2021 and 2022 rows are press reports and we found no court order or charge sheet; the 2026 row is a press report of a budget speech, unconfirmed.

How firm each date is: the 2025 rows are the companies’ own reports; the 2021 and 2022 rows are press reports of the Auditor-General’s report and the department’s case, and we found no court order or charge sheet to cite. Read the timeline as reported.

BNL’s own account: the Revenue Tribunal ruled against it; it filed a leave petition on 26 September 2024; on 15 August 2025 the Supreme Court admitted the case for further review, which is not a ruling on the merits. A separate case brought by the Department of Revenue Investigation at Patan High Court is, at BNL’s lawyers’ request, suspended until the Supreme Court decides. Management has assessed an adverse outcome as “less likely than not” on external counsel’s advice.¹

BNT’s account is different in outcome but not in facts. Its assessment for the same year, stated as Rs 277 crore, was settled under the Finance Act 2082 amnesty. It charged Rs 78.07 crore. Management describes the settlement as made “albeit under protest”.^2,1 BNT’s 2,407 outside holders bore their 9.22 percent share of that charge: a fact about the structure, not about fault. “Settled” refers to that assessment: BNT’s report still lists other, older tax demands of Rs 85.34 crore, under appeal, with Rs 14.54 crore of interest.²

Comparing the two: BNT’s Rs 78.07 crore is 28 percent of the Rs 277 crore assessment. BNL’s Rs 471 crore estimate is for the whole exposure it counts, including interest of Rs 9.95 crore. We do not know how BNT’s amnesty figure was computed, whether BNL qualifies, or whether it has applied. All three are absent from the filings. Eligibility is open: BNL’s case was before the Supreme Court and the department’s case was pending, and nothing we read says whether either bars the amnesty.^2,1

The latest quarterly report also shows prior-period tax of Rs 8.35 crore for the year to mid-July 2026 (Rs 9.09 crore in the fourth quarter) with no explanation. It is far smaller than the Rs 471 crore estimate, and we cannot say what it relates to.³

There is context, which we keep clear of the facts. In February 2019 a Supreme Court grand bench ordered Ncell and its majority owner Axiata to pay the capital gains tax on Telia’s sale of Ncell, about Rs 6,100 crore by the tax office’s estimate. That was a different company and different facts. It shows Nepal’s courts have treated an offshore share sale as taxable. It says nothing about this case.²⁵

There is an earlier episode, on one newspaper’s account. Kantipur reported in 2021, citing a department source, that when the 76 percent holder was sold abroad in 2004 the department assessed Rs 66.51 crore; the dues were then handled by the Tax Settlement Commission formed in 2071 BS, under which BNL was made to pay Rs 23 crore and Rs 43.5 crore was waived. We found no filing that confirms it.¹³

And there is the future. The budget speech on 29 May 2026 announced that cases before the courts will be withdrawn if the tax is paid with an extra 1 percent. The only English source we found is a press report, we could not find the official budget text, and it gives no deadline. Whether BNL can use it, and on what terms, is unconfirmed.²⁶

Why this matters. This is why the two stocks cannot be read as one. The same event is closed at one company and unprovided at the other. We do not know which is right. We know it is the largest contingent liability in either company’s notes, that it is not a provision, and that the company says an adverse outcome is “less likely than not”.

If you held shares in one and not the other, what would you want the notes to tell you?

Seven things most readers don’t know

Open a card for why it matters.

Public shareholders have a 10.89% look-through interest in BNT’s profit and 1.84% of BNL’s. Why it matters: BNL is a holding company with one large subsidiary. Looking through it, the public’s claim on BNT’s profit is almost entirely BNT’s own 9.22%.
Coca-Cola’s Nielsen share, last published for July 2019, was 71.5% by value. Why it matters: No later figure, no competitor named in any filing. Pepsi’s bottler, Varun Beverages Nepal, appears only in a 2008 article. Seven years of “market leader” without a number.
Every rupee of sales in the group’s accounts is a Nepali sale. Export: nil. Why it matters: Unlike Dabur Nepal (KYC #02), whose biggest customer is its owner, the only customer here is the Nepali market. Youth out-migration is named as a risk by the company itself.
Discounts took Rs 217 crore, 16.4% of gross sales, in the year to mid-July 2025. Why it matters: They rose 6.4% while gross sales fell 1.8%. BNL’s managing director says the price and promotions were to “improve affordability”.
In the year to mid-July 2025, BNT paid BNL Rs 27.55 crore in management fee and loan interest, 126% of BNT’s own pre-tax profit of Rs 21.84 crore. Why it matters: BNT’s profit was thin that year. The interest is about 7% a year, inside BNT’s bank-overdraft range of 6.75 to 7.6%, and BNL’s own finance costs (Rs 11.2 crore) exceed what it receives from BNT (Rs 8.3 crore): that looks like pass-through funding. The fee has risen every year since the year to mid-July 2021; its basis, and the work behind BNL’s description of it as “Recovery of Manpower Cost”, are not disclosed.
Rs 5.64 crore of dividend due to Coca-Cola Southwest Asia was waiting for central bank approval to leave Nepal. Why it matters: The report for the year to mid-July 2023 describes the same wait, and BNL declared none in the years after. Money owed to the owner and not repatriated is one of the few cash figures the filings give for the top of the structure.
The group holds Rs 80.41 crore of container deposits, money received for bottles. Why it matters: It is a liability and a source of cash at once: interest-free funding from the deposit on returnable glass.

09. What holds the structure up, and what could break it

The disclosed arrangements point to a brand owned elsewhere, a related-party concentrate supplier and a territory each company serves separately. The terms are not published, so we cannot say how much freedom the company has. Open each pillar.

The brand and the licence. The company calls itself “market leader” and has cited 71.5% value share (July 2019). It bottles for The Coca-Cola Company and BNT calls itself “sole” authorised bottler with BNL. Weak spot: The agreement itself is not published, and the share is seven years old. A licence is also a dependence: the terms are not ours to see.
Distribution. Over 250 distributors and over 120,000 retailers, all sales through distributors, new rural and “mountain” projects, and an ordering app that the company’s 2024 report credits with “nearly 40%” of revenue. Weak spot: Rural distribution “at effective cost” is listed as an internal problem every year, and freight is Rs 62 crore. The distributors went on strike at BNT in 2016.
Plants. Two sites, a new Rs 58.9 crore PET line, shuttle racking at Kathmandu (storage up 90%), and coolers of Rs 99.9 crore net book value. Weak spot: Capacity and utilisation are not disclosed. The plants sit in the Kathmandu valley and Chitwan, both exposed to the same flood weather the company names.
The balance sheet. Group borrowings fell from Rs 267.7 crore to Rs 178.4 crore in the year to mid-July 2026, and group pre-tax profit rebounded to Rs 123 crore (unaudited). Weak spot: An unprovided Rs 471 crore estimate sat beside Rs 621 crore of group equity at July 2025 (Rs 713 crore, unaudited, a year later). Retirement obligations of Rs 94.5 crore are unfunded.
The Coca-Cola system. Concentrate and brands come from Coca-Cola system companies named in the related-party notes, chiefly Pacific Refreshments and Soft Drink International. Weak spot: The same system is the largest supplier, at 22% to 35% of revenue, with price, term and currency undisclosed.

Seven risks, each with a level, the evidence and what would change our view. The levels are our qualitative reading, not scores from a model. They rate potential impact and uncertainty, not the probability of an adverse outcome: a high rating on the tax case does not mean the case is likely to be lost, and a low rating does not make a disclosure gap immaterial.

The 2014 tax case: HIGH. BNL’s estimate is Rs 471 crore with interest to July 2025: 76% of group equity at that date (Rs 621 crore; 66% of the unaudited July 2026 figure) and 3.8 years of the latest pre-tax profit, and nothing is provided. The department’s own claim is larger, Rs 743.6 crore with the fine. Separate tax demands for earlier years total Rs 193.7 crore for the group, also unprovided, with Rs 26 crore of interest. A bank guarantee of Rs 135.6 crore is lodged. The Supreme Court admitted the case on 15 August 2025. What would change our view: A final ruling for BNL; a settlement window BNL uses; or a disclosure that explains why BNL’s case differs from BNT’s.
Affordability and the consumer base: HIGH. Management names “outward migration of youth” and “lower relative affordability”, and cut realizations to protect volume. Discounts were 16.4% of gross sales. What would change our view: Two quarters of revenue growth with discounts steady as a share of sales.
The concentrate relationship: MEDIUM. The largest single purchase is from a related party in the Coca-Cola system, 22% to 35% of revenue, on undisclosed price, term and currency. Management names rupee devaluation as a cost driver, which suggests foreign-currency exposure; the filings do not say. What would change our view: A published pricing basis or franchise term.
Money moving between the two companies: MEDIUM. BNT pays BNL a management fee and loan interest, a transfer fee and a dividend. The interest looks like a market rate; the fee’s basis is undisclosed, BNT’s profit was thin in the year to mid-July 2025, and BNT has 2,407 outside holders. What would change our view: A disclosure of the fee formula and the work it covers.
Weather and distribution: MEDIUM. BNT blames “inclement weather during peak season months” for lower volume; the group cites September 2024 floods that “damaged distribution networks”. Peak season is a few months. What would change our view: Volumes by quarter, which the group does not publish.
Excise and other levies: MEDIUM. Management called one year’s increase “unprecedented” (79%) and the latest quarterly report cites “higher excise duties”. We found no primary source for a soft-drink change in the 2026/27 budget; the article we found covers cigarettes, alcohol and beer. What would change our view: The Finance Act text for non-alcoholic beverages.
Disclosure and control: LOW. The company’s reports are detailed but omit franchise terms, founding dates and Gorkha Brewery’s owner. 98.16% is held by two institutions; and one directors’ report table swaps two amounts against their labels. What would change our view: A franchise-terms note, a related-party policy statement, a single-label cleanup.

The tax case is the largest, and it is the one with the most uncertainty about size, timing and whether there is a choice. The one we can measure, the concentrate share, has fallen from 34.9 percent to 22.2 percent of revenue in two years. Whether that is cheaper concentrate, lower purchases or timing, the filings do not say.

Strong brand, thin disclosure. What can’t we tell you?

10. What we could not find

Both companies publish long reports. These are the things they, or the press, do not say.

Founding and listing dates. Only ages. Press accounts disagree by a year on the first plant and on the second.

The franchise agreement. Term, exclusivity, renewal, royalty. Not in any filing we read.

The concentrate price formula and why BNT’s purchases fell 40 percent in a year.

What the other Coca-Cola entities in the related-party notes supply: Soft Drink International, Refreshment Product Service, Coca-Cola Bottlers (Malaysia), Coca-Cola Asia Pacific. Balances only.

The basis of the management fee and of the 12 percent transfer fee, and where the territory line is.

Who owns Gorkha Brewery today. The 2024 Carlsberg deal was announced; we could not confirm it completed, and no BNL filing says.

How Rs 277 crore became Rs 78.07 crore, and whether BNL has used or can use an amnesty or the 2026 scheme.

Volumes, capacity, utilisation and market share after 2019. None is published.

BNT’s accounts for the year to mid-July 2026. Its fourth-quarter report is a scanned image with no text layer. We read the figures from the PDF; they are unaudited, and BNL’s standalone numbers for that year are our derivation (group minus BNT).

A soft-drink excise change in the 2026/27 budget. The one article we found covers cigarettes, alcohol and beer.

Audit opinions. The auditors’ reports in the annual reports are scanned images we could not read.

Three sources refused our archiver. Just Drinks (HTTP 403), a law firm’s release (robots.txt) and a magazine PDF (403). We recorded them and did not try to defeat them.

Here is how the most consequential claims were checked. The full 24-claim register, with page numbers, is in the research file.

How we checked the 15 most consequential claims

Claim	Figure	Period	Sources	Status	Note
Ownership of BNL	76.16% / 22.00% / 1.84%, 373 holders	16 Jul 2025	¹	Verified	Company shareholder table; aggregator pages show other splits (“75/25”) and are not used.
BNL’s stake in BNT	90.78%	16 Jul 2025	^1,2,24	Verified	Two annual reports and a 2016 report agree; one 2022 report says 90.88%, an error.
Look-through share of BNT profit	69.14% / 19.97% / 10.89%	Current	^1,2	Verified	Our arithmetic on the two tables; adds to 100.00.
22% held by Gorkha Brewery since 2011	Rs 1,691 a share; Rs 72.5 crore	17 Jul 2011	^10,1	Partially verified	One 2011 report; the filings confirm the holder, not the price.
Who owns Gorkha Brewery now	Carlsberg to 99.94%	Aug 2024 on	^22,23	Partially verified	Announced, completion expected Q4 2024; not confirmed by us. No BNL filing says.
2014 sale of the holder	European Refreshments buys Coca-Cola SABCO (Asia)	2014	^1,14,12	Disputed	Date given as October 2014 (department) and December 2014 (Auditor-General). The year is not in doubt.
BNL’s exposure	Rs 471 crore including interest, not provided	Year to mid-July 2025	¹	Verified	Management’s estimate; earlier reports show Rs 542 crore then Rs 470 crore. Reason for the change not given.
The department’s case	Rs 371.8 crore + 100% fine = Rs 743.6 crore	11 Mar 2022	^14,15,16	Verified	Three outlets; one headline rounds the total up; BNL’s own report does not state an amount for this case.
BNT’s settlement	Rs 78.07 crore, amnesty, “under protest”	Year to mid-July 2025	^2,1	Verified	Both companies’ reports. The formula from Rs 277 crore to Rs 78.07 crore is not disclosed.
Revenue by company	Group = BNT + BNL standalone to the rupee	5 years	^1,2,4,5,6	Verified	Identity tested every year.
Discounts	Rs 217 crore, +6.4%, while sales fell 1.8%	Year to mid-July 2025	¹	Verified	Note 19 foots to the rupee in both years.
Fee + interest vs BNT profit	38.6% / 62.7% / 126.1%	Three years	^2,1,4,5	Verified	Figures verified; whether the charges are fair is UNKNOWN.
Contribution to National Treasury	Rs 816.7 crore, 75.7% of revenue, 42.3% of gross turnover	Year to mid-July 2025	^1,6	Partially verified	Printed by the company; not defined. Our test: 74% equals the gap between gross turnover (incl. VAT and excise) and sales, so most of it looks like consumer tax passing through.
Market share	Sparkling value share 71.5%	July 2019	⁷	Partially verified	The company’s own Nielsen citation; nothing newer, and no competitor is named in any filing.
Employees	547 for the group (257 + 290)	Year to mid-July 2025	^1,20,21	Disputed	Press says “over 600” and “over 1,000”; we use the filings.

With the gaps marked, what does the picture teach?

11. What a two-ticker franchise teaches

Strip away the logo and the structure is plain: a licence from a global brand owner, a concentrate supplier in the same system, a holding company with two institutional owners, a subsidiary with 2,407 outside holders, fees and interest between the two, tax collected on every bottle, and a tax case from a sale that happened offshore.

It also did real things. The group says it contributed Rs 817 crore to the treasury in the year to mid-July 2025, employs 547 people, runs two plants and, in the year to mid-July 2026, earned Rs 88 crore after tax and cut borrowings.^1,3

And it tells us how to read a listed pair. Read the parent’s notes as well as the subsidiary’s: the tax estimate that is closed in one is open in the other. Read the related-party table before the profit and loss. And remember that the price of a stock that barely trades is not information.

We started with a working thesis: that the interesting fact about Bottlers Nepal was the spread between its two listed prices. It was the wrong question. The prices are a valuation matter, covered elsewhere. The thing a reader needs to know first is the structure. The look-through share and the unequal treatment of one tax event are the finding.

Five lessons follow from that picture.

Ask which share you mean. BNL’s 76.16% holder has a 69.14% look-through interest in BNT’s profit and holds 76.16% of BNL. The public’s are 10.89% of the first and 1.84% of the second. “The Coca-Cola company” is two tickers, three holders and four layers of ownership.^1,2
A holding company can earn more than its subsidiary shows. BNL’s own business and its loan, fees and dividends from BNT sit inside the same group. In the year to mid-July 2025 BNT paid BNL fee and interest of 126% of its own pre-tax profit. That is a flow to read, not a charge to judge: the interest is at about the bank rate (7.2 percent) and below BNL’s own finance costs, and the fee’s basis is undisclosed.^2,1
The same event can have two accounting outcomes. One 2014 sale, one set of facts. BNT booked Rs 78.07 crore in the year to mid-July 2025 and calls the matter closed. BNL discloses an open estimate of Rs 471 crore and provided nothing. Both can be right on their own facts; the difference is the thing to watch.^2,1
Three numbers are not one number. Rs 53.25 crore (an audit finding), Rs 743.6 crore (a prosecution claim including a 100% fine) and Rs 471 crore (management’s estimate if both cases are lost, with interest to July 2025) are all “the Coca-Cola tax case”. They are not additive and none is a verdict.^12,14,1
A price is not an opinion when almost nothing trades. The public can buy 1.84% of BNL. Twenty-three shares a day change hands, the company says the shares are “rarely traded”, and the same shares were Rs 1,691 in 2011 and Rs 14,625 in 2026. We make no claim about value here; see our valuations.^1,10,29

12. So, what did we learn?

Nepal’s Coca-Cola is two listed companies, one owning 90.78% of the other, and 98.16% of the parent is held by two institutions.
Looking through BNL, the Coca-Cola holding owns 69% of BNT’s profit, Gorkha Brewery 20% and the public 11%.
Purchases of concentrate from a related party in the Coca-Cola system equalled a fifth to a third of revenue; the price and term are not disclosed.
In the year to mid-July 2025 BNT paid BNL a fee (2.6% of its revenue) and interest at about 7%, together 126% of a thin pre-tax profit. BNL’s own finance costs (Rs 11.2 crore) exceed the interest it receives (Rs 8.3 crore).
One 2014 sale: BNT settled for Rs 78 crore under the amnesty, BNL carries an unprovided Rs 471 crore estimate, and the Supreme Court has the case.

One Coke. Two tickers. Three numbers for one offshore sale.

When two listed companies bottle one brand, which one should an investor read first, and what should each have to disclose?

Which Nepali company with a famous brand deserves a KYC next?

Sources & further reading

Checked 11 October 2026. Educational research, not investment advice.