Shareholders meeting

SOM DISTILLERIES AND BREWERIES LIMITED (Formerly Known As Som Distilleries Breweries & Wineries Limited) Registered Office: I-A, Zee Plaza, Arjun Nagar, Safdarjung Enclave, Kamal Cinema Road, New Delhi - 110029 Phone: +91-11-26169909, 26169712 Fax: +91-11-26195897 Corporate Office: SOM House, 23, Zone II, M.P. Nagar, Bhopal, Madhya Pradesh – 462011 Phone: +91-755-4278827, 4271271 Fax: +91-755-2557470 Email : compliance@somindia.com Website: www.somindia.com CIN : L74899DL1993PLC052787 (BSE : 507514, NSE : SDBL) SDBL/BSE/NSE/2026 Date - 06.09.2026 The Manager, Dy. General Manager, Listing Department, Department of Corporate Services, NATIONAL STOCK EXCHANGE OF INDIA LIMITED BSE LIMITED, ‘Exchange Plaza’ C-1, Block G, 25th Floor, P.J. Towers, Bandra-Kurla Complex, Bandra (E), Dalal Street, Fort, Mumbai-400 051. Mumbai – 400001. cmlist@nse.co.in corp.compliance@bseindia.com Security ID: SDBL Security ID: 507514 SUB: NOTICE OF THE 33RD ANNUAL GENERAL MEETING OF THE COMPANY. Dear Sir/Madam, Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find the enclosed copy of notice of the 33rd Annual General Meeting of the Company to be held on Tuesday, 29th September, 2026. The Notice of the Annual General Meeting has also been uploaded on the Company's website viz. https://somindia.com/wp-content/uploads/2026/09/NOTICE-OF-33RD-AGM.pdf Further, in compliance with Regulation 36(1)(b) of the SEBI Listing Regulations, a written communication is being sent to those Members whose e-mail addresses are not registered, providing them with the web link (along with the exact path and QR Code) to access the Notice of Annual General Meeting & Annual Report on the website of the Company. Kindly take the same on your record. For Som Distilleries and Breweries Limited Jitendra Parihar Company Secretary & Compliance Officer Mem No. – A40734 Encl: As above SOM DISTILLERIES & BREWERIES LIMITED NOTICE OF 33rd ANNUAL GENERAL MEETING NOTICE is hereby given that the 33rd Annual General Meeting (AGM) of the Members of Som Distilleries and Breweries Limited will be held on Tuesday the 29th day of September, 2026 at 1.00 p.m. through video conferencing / other audio-visual means (VC/OAVM) to transact the following businesses: ORDINARY BUSINESS: 1. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED STANDALONE FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026, THE REPORT OF THE AUDITORS’ THEREON AND THE REPORT OF THE BOARD OF DIRECTORS. The Members are requested to consider, and if thought fit, to pass, with or without modification(s), the following resolution, as an Ordinary Resolution: “RESOLVED THAT the audited standalone financial statement of the Company for the financial year ended March 31, 2026, the report of the auditors’ thereon and the report of the Board of Directors for the financial year ended March 31, 2026, placed before the 33rd Annual General Meeting be and are hereby received, considered and adopted.” 2. TO RECEIVE, CONSIDER AND ADOPT THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31, 2026 TOGETHER WITH THE AUDITORS’ REPORT THEREON. The Members are requested to consider, and if thought fit, to pass, with or without modification(s), the following resolution, as an Ordinary Resolution: “RESOLVED THAT the audited consolidated financial statements of the Company for the financial year ended March 31, 2026 and the report of the auditor’s thereon as placed before the 33rd Annual General Meeting be and are hereby received, considered and adopted.” 3. TO APPOINT A DIRECTOR IN PLACE OF MR. RAJAT BATRA (DIN: 02695119) NON-EXECUTIVE DIRECTOR, WHO RETIRES BY ROTATION AND BEING ELIGIBLE OFFERS HIMSELF FOR REAPPOINTMENT The Members are requested to consider, and if thought fit, to pass, with or without modification(s), the following resolution, as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of section 152 of the Companies Act, 2013, Mr. RAJAT BATRA (DIN: 02695119) who retires by rotation and being eligible offers himself for reappointment, be and is hereby re-appointed as a director of the Company.” SPECIAL BUSINESS: 4. TO CONSIDER AND APPROVE ISSUE OF CONVERTIBLE EQUITY WARRANTS TO PROMOTERS ON A PREFERENTIAL BASIS AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION, THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION “RESOLVED THAT pursuant to the provisions of Sections 23(1)(b), 42, 62(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made thereunder (including any amendment(s), statutory modification(s) or re-enactment thereof for the time being in force) (“the Act”) and the enabling provisions of the Memorandum and Articles of Association of the Company, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 [“SEBI (ICDR) Regulations”], the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [“SEBI (LODR), Regulations”] and the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 [“SEBI (Takeover) Code”] and the provisions of the Foreign Exchange Management Act, 1999 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and in accordance with other applicable rules, regulations, circulars, notifications, clarifications and guidelines thereon issued from time to time by the Government of India (“GOI”), Reserve Bank of India (“RBI”), the Registrar of Companies (the “ROC”), Ministry of Corporate Affairs (“MCA”), Securities and Exchange Board of India (“SEBI”) and subject to such approvals, concerns, permissions and sanctions as may be necessary or required, from regulatory or other appropriate authorities, including but not limited to SEBI, National Stock Exchange of India Limited (“NSE”), BSE Limited (“BSE”), and/or any other competent authorities (hereinafter referred to as “Applicable Regulatory Authorities”) to the extent applicable, the Listing Agreements entered into by the Company with the Stock Exchanges and subject to the approval(s), consent(s), permission(s) and/or sanction(s), if any, of the statutory, regulatory, appropriate authorities, institutions or bodies as may be required, and subject to such conditions and modifications as may be prescribed, stipulated or imposed by any of the above authorities while granting any such approvals, consents, permissions and/or sanctions, which may be agreed to by the Board of Directors of the Company (hereinafter called “the Board” which term shall be deemed to include any committee which the Board may have constituted or hereinafter constitute to exercise its powers including the powers conferred by this resolution or any person authorized by the Board or its committee for such purpose) and subject to any other alterations, modifications, corrections, changes and variations that may be decided by the Board in its absolute discretion, consent of the members of the Company be and is hereby accorded to the Board, to create, offer, issue and allot from time to time in one or more tranches up to 32,12,955 (Thirty Two Lacs Twelve Thousand Nine Hundred Fifty Five) Warrants (hereinafter referred to as the “Warrants”) convertible in one or more tranches into equivalent number of equity shares of Rs. 2/- (Rupees Two Only) each of the Company for cash at a price of Rs. 77.81/- (Rupees Seventy Seven and Eighty One Paise Only) per warrant (including premium of Rs. 75.81/-) for each warrant for an aggregate amount of up to Rs. 25,00,00,028.55 (Rupees Twenty Five Crores Twenty Eight and Fifty Five Paise only) within a period of 18 (Eighteen) months from the date of allotment of the Warrants, on such terms and conditions as the Board may think fit, by way of preferential allotment on a private plac [Showing first 8,000 characters — download PDF for full document]