Som Distilleries & Breweries Ltd

Dematerialisation processing status

• Dematerialisation requests during the reporting period were confirmed to Depositories within 15 days.
• Security certificates received for dematerialisation have been mutilated and cancelled after due verification.
• Depository name substituted as registered owner in register of members within 15 days.
• Updates were communicated to Depositories and stock exchanges within 15 days.
• Register of Members updated accordingly.

AGM Details

• Date and mode: 29 September 2026, VC/OAVM.
• Start time 1:10 PM; end time 1:40 PM.
• Record date: 22 September 2026.
• Meeting conducted via VC/OAVM.

Key Resolutions

• Resolution 1 (Ordinary): Adopt financial statements and reports for year ended March 31, 2026.
• Resolution 2 (Ordinary): Re-appointment of director retiring by rotation.
• Resolution 3 (Ordinary): Appoint director in place of retiring director eligible for re-appointment.
• Resolution 4 (Special): Approve issuance of warrants and convertible securities to promoters.

Voting Results

• Resolution 1: Passed; overwhelming support.
• Resolution 2: Passed; director re-appointment approved.
• Resolution 3: Passed; director appointment approved.
• Resolution 4: Passed; special resolution on warrants approved.

Dividend

• Dividend: No dividend proposed or declared.

Director Changes

• Director changes: one director re-appointed; another appointed.

AGM Details

• AGM held on 29 September 2026 at 1:00 PM via VC/OAVM; deemed venue registered office.
• Membership cut-off date for participation: 22 September 2026.
• Remote e-voting period: 26 September 2026 9:00 AM to 28 September 2026 5:00 PM.
• 53 members attended via VC/OAVM; proxies not applicable.
• Scrutinizer appointed: Neelesh Jain (N.K. Jain & Associates).

Ordinary Business

• Adopt standalone financial statements for the year ended 31 March 2026.
• Adopt consolidated financial statements for the year ended 31 March 2026.
• Reappoint director Rajat Batra, retiring by rotation.

Special Business

• Approve issue of convertible equity warrants to promoters on a preferential basis.

Voting & Outcomes

• Voting results and scrutinizer report to be disclosed within legal timelines on website/NSDL.
• Outcomes will be communicated separately once tallied.

AGM Details

• Date: 29 September 2026; 1:00 PM; through VC/OAVM; duration 1:10 to 1:40 PM.

Resolutions

• Ordinary: Adopt standalone financial statements for FY ended March 31, 2026.
• Ordinary: Adopt consolidated financial statements for FY ended March 31, 2026.
• Ordinary: Reappointment of Rajat Batra, who retires by rotation.
• Special: Approve issue of convertible equity warrants to promoters on a preferential basis.

Voting Status

• Voting results and Scrutinizer's report to be announced within statutory timelines.

Judgement and licence renewal

• High Court quashed the June 18, 2026 order rejecting renewal of the licences.
• Court directs renewal of all manufacturing licences under MP Excise Act within 15 days.
• Rs 1 lakh costs awarded to the company payable by Government of Madhya Pradesh.
• Court preserves the Company's right to pursue damages for the period of operational closure.

Operational impact

• Renewal is expected to restore normal operations and strengthen Madhya Pradesh sales.

Management focus

• Company will restore operations, optimise capacity, and strengthen product portfolio and distribution.
• Focus on improving working-capital efficiency and serving markets across the region.

Judgement details

• MP High Court quashed June 18, 2026 order denying licence renewals; directed renewal within 15 days.
• Court awarded Rs 1 lakh costs payable by Government of Madhya Pradesh.
• Right to pursue damages/losses arising from operational closure preserved.

Operational impact

• Renewal enables resumption of operations at Bhopal plant; Madhya Pradesh sales.
• Company to restore normal operations and strengthen supply chain.
• Company will work with authorities to complete renewal within 15 days from order date.

Financial implications

• Renewal is expected to have a positive impact on the financial position.
• Renewal supports ability to serve core markets and strengthen working capital.
• No revenue figures disclosed in filing.

Annexure details

• Annexure-A provides full particulars of the judgment and order.

Som Distilleries and Breweries Limited – Trading Window closed from 1 October 2026 till 48 hours after the declaration of the Un-Audited Standalone and Consolidated Financial Results for the quarter and half year ended 30 September 2026 as approved by the Board of Directors and filed with Stock Exchanges.

AGM Details

• AGM date and time: 29 September 2026 at 1:00 PM.
• Mode: through video conferencing / other audio-visual means (VC/OAVM).
• Deemed venue: Registered Office.
• Register of Members/Share Transfer Books closed 23 September to 29 September 2026.
• Remote e-voting window: 26 to 28 September 2026.

Resolutions

• Ordinary: Adopt standalone financial statements for year ended 31 March 2026.
• Ordinary: Adopt audited consolidated financial statements for year ended 31 March 2026.
• Ordinary: Re-appoint Rajat Batra as director (retires by rotation).
• Special: Approve preferential issue of up to 32,12,955 convertible warrants to promoter Deepak Arora.
• Warrants price Rs 77.81 each; aggregate up to Rs 25 crore; 18-month exercise period.

Director changes

• Rajat Batra to be re-appointed as Non-Executive Director, retiring by rotation; no remuneration specified.

Material related party transactions

• RPT: Preferential issue of warrants to promoter; promoter Deepak Arora; value up to Rs 25 crore.

Other material approvals

• Board approved the preferential issue of warrants on 5 September 2026.

Financial performance

• Standalone revenue from operations ₹82,822.04 lakh in FY2025-26, down 14.8% YoY.
• Standalone EBITDA ₹78.0 crore; margin 6.32%.
• Standalone PAT ₹10.4 crore, down 90% YoY.
• Consolidated total income ₹2,30,579.58 lakh; PAT ₹1,009.15 lakh.
• Dividend not declared for FY2025-26; payout policy ~25% of standalone profits.
• Total income declined due to licensing disruption and input costs.

Operational performance & capacity

• Installed capacity: 38.2 million cases per year as of March 2026.
• UP greenfield brewery commissioned; 10 million beer capacity; commercial in Q1 FY2026-27.
• Odisha capacity expanded from 60 to 90 lakh.
• Beer volumes down 20% YoY; IMFL up 31.84%; total volume down 17.7%.
• Beer realisation ₹556/case; IMFL ₹963/case; beer accounts for ~92.5% of volumes.
• Brand expansion includes Legend; premiumisation across beer portfolio.

Regulatory matters & outlook

• Bhopal manufacturing licence suspended on 4 Feb 2026; Q4 volumes affected.
• Management pursuing legal/regulatory remedies; Karnataka policy headwinds easing.
• Corrigendum to AGM Notice issued Sept 21, 2026; no material content changes.
• Outlook: recover volumes, ramp UP Uttar Pradesh facility, diversify geographically.

Capital structure & liquidity

• Gross debt ₹211 crore; cash ₹17 crore; net debt ₹194 crore; debt/equity 0.30x.
• Equity share capital increased to ₹4,158.03 lakh; 20 lakh new shares issued.
• Promoter preferential issue: up to 32,12,955 warrants at ₹77.81 each (₹25 crore).
• 25% upfront, 75% on exercise; 18-month exercise period; warrants convertible to equity.
• Post-issue promoter stake 3.70% (assuming full exercise).
• Dividend payout policy targets ~25% of standalone profits.

Governance & risk management

• Board of 8: 3 Executive, 4 Independent, 1 Non-Independent.
• CS Om Prakash Singh resigned; Jitendra Parihar appointed CS in July 2026.
• Statutory auditors: AKB Jain & Co; Secretarial: NK Jain & Associates; D&O insured.
• Internal controls and risk management framework reviewed by Audit Committee.

ESG, CSR & sustainability

• ESG: 100% zero-liquid-discharge; 5,501.21 MT recycled waste; female workforce 19.24%.
• CSR: 2% of average net profits; ₹122.77 lakh required; ₹123.09 lakh spent; ₹0.32 lakh excess.
• CSR via Asha Mohan Foundation; 60.65% trained; 100% PF/ESI coverage.
• No sexual harassment complaints; whistleblower policy in place.
• Packaging: 100% recyclable; focus on water and energy efficiency.

Related party transactions & group structure

• Subsidiaries: Woodpecker Distilleries 78.87%; Som Distilleries Odisha 100%; Woodpecker Greenagri 100%.
• Major RPTs with subsidiaries: sales, purchases, and loans; details in AOC-2.
• Promoter entities participate in related party arrangements; approvals obtained.

Outlook & strategic priorities

• Focus on volume recovery and better utilization; scale UP facility.
• Strengthen IMFL as a growth engine; pursue premiumisation.
• Expand geography, strengthen distribution, and improve cash generation.