Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Som Distilleries and Breweries Limited

Meeting Details

The 33rd Annual General Meeting will be held on Tuesday, September 29, 2026, at 1:00 PM through Video Conferencing/Other Audio Visual Means (VC/OAVM). The deemed venue is the Registered Office at 1-A Zee Plaza, Arjun Nagar, Safdarjang Enclave, Kamal Cinema Road, New Delhi-110029.

Proposed Resolutions and Implications

Ordinary Business:

1. Adoption of Audited Standalone Financial Statements: To receive, consider and adopt the audited standalone financial statements for FY ended March 31, 2026, together with auditors' report and board of directors' report.

2. Adoption of Audited Consolidated Financial Statements: To receive, consider and adopt the audited consolidated financial statements for FY ended March 31, 2026, together with auditors' report.

3. Reappointment of Director: To reappoint Mr. Rajat Batra (DIN: 02695119) as Non-Executive Director who retires by rotation and is eligible for reappointment.

Special Business:

4. Preferential Issue of Convertible Warrants: To issue up to 32,12,955 convertible equity warrants to promoter Mr. Deepak Arora at ₹77.81 per warrant (including premium of ₹75.81) aggregating ₹25,00,00,028.55. Key terms:

  • Warrants convertible into equity shares within 18 months from allotment
  • 25% payment (₹19.45 per warrant) due at allotment, balance 75% payable at conversion
  • Relevant date for price determination: August 28, 2026
  • Funds utilization: 75% for working capital (₹18.75 crore), 25% for general corporate purposes (₹6.25 crore)
  • Post-issue promoter shareholding to increase from 39.43% to 40.27%
  • Mr. Deepak Arora's personal holding to increase from 2.22% to 3.70%
  • Lock-in as per SEBI ICDR Regulations

Voting Process and Methods

The company will provide two voting methods:

1. Remote e-voting: Available through NSDL platform from September 26, 2026 (9:00 AM) to September 28, 2026 (5:00 PM)

2. e-voting during meeting: Available for members attending virtually who haven't voted remotely

Physical attendance is dispensed with, and proxy facility is not available for this virtual meeting.

Key Voting Information

  • Record date: September 22, 2026
  • Cut-off date: September 22, 2026
  • Voting rights proportional to shareholding as on cut-off date
  • Members who vote remotely cannot vote again during the meeting
  • Institutional members must send authorized representative details

Scrutinizer Appointment

M/s. N.K. Jain & Associates, led by Mr. Neelesh Jain (FCS No. 6436, COP No. 6912), has been appointed as scrutinizer to oversee the remote e-voting process and voting at the meeting.

Compliance Confirmation

The company confirms compliance with:

  • Companies Act, 2013 and rules thereunder
  • SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
  • SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
  • Secretarial Standard on General Meetings (SS-2)
  • MCA circulars permitting virtual meetings

Additional Information

  • The annual report has been sent electronically to members with registered email addresses
  • Physical copies available on request
  • Members can inspect documents electronically by emailing compliance@somindia.com
  • Speaker registration available from September 22-24, 2026
  • Query submission available 7 days prior to meeting
  • Dividend Distribution Policy maintained with 25% payout ratio target
  • Unclaimed shares/dividends subject to transfer to IEPF after 7 years
  • KYC compliance mandatory for physical shareholders as per SEBI master circular