Som Distilleries & Breweries Ltd. — Proxy Solicitation & Information Statement 2022

Jul 26, 2022

SOM DISTILLERIES AND BREWERIES 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)

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SDBL/BSE/NSE/2022 To

26.07.2022

	The Manager, Listing Department, NATIONAL STOCK EXCHANGE OF INDIA LIMITED ‘Exchange Plaza’ C-1, Block G, Bandra-Kurla Complex, Bandra (E), Mumbai-400 051. cmlist@nse.co.in Security ID: SDBL		Dy. General Manager, Department of Corporate Services, BSE LIMITED, First Floor, P.J. Towers, Dalal Street, Fort, Mumbai – 400001. corp.compliance@bseindia.com Security ID: 507514

SUB: NOTICE OF THE EXTRA-ORDINARY GENERAL MEETING (EGM) OF THE COMPANY

Dear Sir/Madam,

This is to inform that the Extra-Ordinary General Meeting (EGM) of the Members of the Company will be held on Friday, the 19[th] day of August, 2022 at 11:30 am at the Factory Premises, Village Rojrachak, Chiklod Road, District Raisen (Madhya Pradesh). The notice of the EGM enclosed.

The Notice of the EGM is also available on the company's website i.e. www.somindia.com .

This is for your information and records please.

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SOM DISTILLERIES AND BREWERIES 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)

NOTICE OF EXTRA-ORDINARY GENERAL MEETING

NOTICE is hereby given that the Extra-Ordinary General Meeting (EGM) of the Members of Som Distilleries and Breweries Limited will be held on Friday, the 19[th] day of August, 2022 at 11:30 am at the Factory Premises, Village Rojrachak, Chiklod Road, District Raisen (Madhya Pradesh) to transact the following businesses:

SPECIAL BUSINESS:

1. TO INCREASE THE AUTHORISED SHARE CAPITAL AND CONSEQUENT ALTERATION IN CLAUSE V OF MEMORANDUM OF ASSOCIATION IN TERMS OF PROVISIONS OF THE COMPANIES ACT, 2013, APPLICABLE SEBI REGULATIONS AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION, THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION

“RESOLVED THAT pursuant to Section 13, 64 and other applicable provisions, if any, of Companies Act, 2013 and rules ‐ made thereunder (including any statutory modification(s), amendments or re enactment(s) thereof for the time being in force) and further subject to any other laws and regulations, as may be applicable and the enabling provisions of Articles of Associations of the Company and on recommendation of the Board of Directors of the Company and applicable permissions, sanctions and approvals as may be required in this regard, approval of shareholders be and is hereby accorded to the Board of Directors of the Company to increase the Authorised Share Capital of the company from ₹40,00,00,000/- (Rupees Forty Crore Only) divided into 8,00,00,000 (Eight Crore) Equity Shares of ₹5/- each (Rupees Five only) to ₹50,00,00,000/- (Rupees Fifty Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of ₹5/- each (Rupees Five only).

RESOLVED FURTHER THAT Clause V of the Memorandum of Association of the Company be substituted with the following:

“V. The Authorized Share capital of the Company is ₹50,00,00,000/- (Rupees Fifty Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of ₹5/- each (Rupees Five only) each with the rights, privileges and conditions attaching thereto as are provided by the regulations of the company for the time being, with the power to increase and reduce the capital of the company, to divide or consolidate the shares in the Capital for the time being into several classes and to attach thereto respectively such preferential rights, privileges or conditions as may be determined by or in accordance with the regulations of the company and to vary, modify, abrogate any such rights or privileges or conditions in such manner as may from time to time be provided in the regulations of the Company.”

RESOLVED FURTHER THAT new shares shall rank pari passu to the existing shares in all respect and that all the provisions contained in the Articles of Association of the company with reference to the payment of calls and instalments, forfeiture, lien, surrender, transfer, transmission, voting etc., will be applicable to the new shares as they are applicable to the already issued equity shares.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable, to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval / consent from the authorities as may be required in this regard.”

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2. TO CONSIDER AND APPROVE ISSUE OF CONVERTIBLE EQUITY WARRANTS TO PROMOTERS/ PROMOTERS GROUP AND PUBLIC INVESTORS ON 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 any statutory modifications thereof for the time being in force and in accordance with the relevant provisions of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the Companies (Share Capital and Debentures) Rules, 2014, each as amended, the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (“SEBI ICDR Regulations”), Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“SEBI Listing Regulations”), the provisions of the Foreign Exchange Management Act, 1999 (FEMA), the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 including any amendment(s), statutory modification(s), variation(s) or re-enactment(s) thereof and the Consolidated Foreign Direct Investment Policy, 2017 issued by the Department of Industrial Policy & Promotion, as amended and replaced from time to time (FDI Policy) and any other applicable laws, rules and regulations, circulars, notifications, clarifications, guidelines (including any amendment thereto or re-enactment thereof) issued by the Government of India (the “GOI”), the Ministry of Corporate Affairs (the “MCA”), the Reserve Bank of India (the “RBI”), the Securities and Exchange Board of India (the “SEBI”) the Listing Agreement entered into between the Company and the Stock Exchanges where the Shares of the Company are listed (“Stock Exchanges”), or any other authority/ body (including any amendment thereto or re- enactment thereof) and enabling provisions in the Memorandum and Articles of Association of the Company and subject to necessary approvals, sanctions, permissions of appropriate statutory / regulatory and / or other authorities and persons, if applicable and subject to such conditions and modifications as may be prescribed by any of them while granting such approvals / sanctions / permissions and / or consents, if any, and which may be agreed by the board of directors of the Company (hereinafter referred to as “the Board” which term shall be deemed to include any committee(s), which the Board has constituted or may constitute to exercise its powers, including the powers conferred on the Board by this resolution), 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 upto 40,00,000 (forty lakhs) Warrants (hereinafter referred to as the “Warrants”) convertible in one or more tranches to equity shares of ₹5/- each of the Company at a price of ₹72/- per equity share (including premium of ₹67/- per equity share) for each Warrant 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 placement basis to the following allottees forming part of the Promoters, Promoter’s Group and Other Public Investors (hereinafter referred to as the “Proposed Allottees”).

Sr No	Name of the Allottee	Number of Convertible Warrants	Category
1	Mr. Jagdish Kumar Arora	20,00,000	Promoter / Promoter Group
2	Mr. Deepak Arora	5,00,000	Promoter / Promoter Group
3	Lakeside Retail Private Limited	5,00,000	Other than Promoter Group
4	Icy Blast Retails Private Limited	5,00,000	Other than Promoter Group
5	Newport Retail LLP	5,00,000	Other than Promoter Group
Total		Upto 40,00,000

RESOLVED FURTHER THAT as per the SEBI ICDR Regulations the ‘Relevant Date’ for determining the price of the Equity Shares to be issued upon conversion/exercise of right attached to the Warrants, in accordance with the provisions of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, shall be Wednesday, July 20, 2022, being thirty days prior to the date of this Extra Ordinary General Meeting.

RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such number of Equity Shares as may require to be allotted upon conversion/exercise of right attached to the Warrants issued in terms of this resolution.

RESOLVED FURTHER THAT the Warrants to be created, offered and allotted and the new equity shares to be issued and allotted shall be subject to the Memorandum of Association and Articles of Association of the Company and all such new shares shall rank in all respects pari-passu inter-se and with the then existing equity shares of the Company including entitlement of dividend.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board of Directors (which shall be deemed to include any Committee(s), which the Board of Directors may have or hereafter constitute in this behalf to

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exercise the powers conferred on the Board of Directors by this Resolution) of the Company be and is hereby authorised to do all such acts, deeds, matters and things as it may in its absolute discretion deem necessary, expedient or proper including to delegate all or any of the powers herein conferred, as it may deem fit in its absolute direction, to any one or more Director(s)/Company Secretary/ any Officer(s) of the Company to give effect to the aforesaid resolution and to settle any questions, difficulties or doubts that may arise in this regard at any stage including at the time of listing of the equity shares with the stock exchanges where the shares of the Company are listed, without requiring the Board of Directors to obtain any further consent or approval of the shareholders of the Company in relation to the matters set out in this resolution.”

3. TO APPROVE INCREASE IN REMUNERATION TO MR. JAGDISH KUMAR ARORA, CHAIRMAN & MANAGING DIRECTOR IN TERMS OF THE PROVISIONS OF THE COMPANIES ACT, 2013, APPLICABLE SEBI REGULATIONS AND, IF THOUGHT FIT, TO PASS, WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING AS A SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 196, 197 and 198 read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 (hereinafter referred to as the “Act”) and the Rules framed there under, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) (including any statutory modifications or re-enactment thereof, for the time being in force) and the Articles of Association of the Company, approval of Members be and is hereby accorded to pay the following increased remuneration to Mr. Jagdish Kumar Arora (DIN:00224633), as Managing Director, for the remaining term of his appointment effective from July 20, 2022 to February 3, 2025:-

• I. SALARY: ₹20 lakh per month with authority to the Board of Directors of the Company to grant such increments as it may determine from time to time.

• II.

PERQUISTIES:

• i) Contribution to provident fund or superannuation fund or annuity fund to the extent not taxable under the Income Tax Act, 1961.

• ii) Gratuity at the rate of half a month’s salary for each completed year of service.

• iii) Leave as per Company’s Rules as specified from time to time.

• iv) Leave Travel Concession: For self and his family, once a year, incurred in accordance with rules of the Company.

• v) Premium paid on personal accident policy.

• vi) Leave encashment in accordance with the rules of the company.

• vii) Re-imbursement of medical expenses either directly or through insurance for self and family to the extent allowed under Income Tax Act.

• viii)Provision of car for use on Company’s business and telephone at residence will not be considered as perquisites. Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company.

• ix) Reimbursement of official expenses.

RESOLVED FURTHER THAT the approval of the Members be and is hereby accorded for revising the terms of remuneration payable to Mr. Jagdish Kumar Arora, as may be fixed by the Board from time to time on recommendation of the Nomination and Remuneration Committee, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year such that the remuneration payable to him shall not exceed ₹5,00,00,000/- (Rupees Five Crore Only) per year with effect from July 20, 2022 to February 3, 2025, on the terms and conditions, as may be agreed between the Board and Mr. Jagdish Kumar Arora, with liberty to the Board / Nomination and Remuneration Committee to alter and vary the terms and conditions of the said appointment in such manner as may be agreed between the Board and Mr. Jagdish Kumar Arora, such variation or increase in the aforesaid remuneration may be beyond the permissible limits as under the relevant provisions of Section 196, 197 read with schedule V of the Companies Act, 2013 and/or Regulation 17 of the Listing Regulations, as may be applicable (including any statutory modifications or re-enactment thereof, for the time being in force).

RESOLVED FURTHER THAT in the event, the Company has no profits or its profits are inadequate during the aforesaid tenure, the managerial remuneration aforesaid consisting of salary, perquisites, allowance, amenities and performance based incentive shall be paid to Mr. Jagdish Kumar Arora, Managing Director as the minimum remuneration as per applicable provisions of the Companies Act, 2013 and the approval accorded herein shall also be deemed to be the approval by way of special resolution as contemplated under Section 197(10) read with Schedule V of the Act and/or Regulation 17 of the Listing Regulations, as may be applicable.

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RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

4. TO INCREASE THE OVERALL MANAGERIAL REMUNERATION OF THE DIRECTORS OF THE COMPANY AND IF THOUGHT FIT, TO PASS, WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS SPECIAL RESOLUTION

"RESOLVED THAT in accordance with the provisions of Section 197 of the Companies Act, 2013 as amended by the Companies (Amendment) Act, 2017, read with Schedule V and other applicable provisions, if any, of the Companies Act, 2013 and the rules made there under (including any statutory modification(s) or re-enactment thereof for the time being in force) and pursuant to the recommendation of Nomination and Remuneration Committee and the Board of Directors, approval of the Members of the Company be and is hereby accorded to increase the overall limit of managerial remuneration payable beyond specified limits under Section 197 of Companies Act 2013 in respect of any financial year as per notification issued by Ministry of Corporate Affairs (MCA) dated 12 September 2018 under notified provisions of the Companies (Amendment) Act, 2017 (Amendment Act, 2017) and amended schedule V of Companies Act, 2013 thereby Part I and Part II related to conditions to be fulfilled for the Appointments and Remuneration of a Managing or Whole-time Director or a Manager without the approval of the Central Government but by the approval of members in the general meeting via special resolution.

RESOLVED FURTHER THAT where in any Financial Year, the Company has no profits or profits are inadequate, the overall managerial remuneration paid to Directors shall not exceed ₹5,00,00,000/- (Rupees Five Crore Only).

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof) and / or Company Secretary of the Company, be and are hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or expedient to give effect to this resolution.”

5. TO APPROVE MATERIAL RELATED PARTY TRANSACTIONS WITH SOM DISTILLERIES PRIVATE LIMITED, PROMOTER AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION, THE FOLLOWING RESOLUTION AS AN ORDINARY RESOLUTION

“RESOLVED THAT pursuant to the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable provisions of the Companies Act, 2013 and Rules made thereunder (including any statutory modification(s) thereof for the time being in force), Related Party Transactions Policy of the Company, approval of the Members of the Company be and is hereby accorded for Material Related Party Transactions with Som Distilleries Private Limited, Promoter being a Related Party, during the Financial Year 2021-22 and subsequent Financial Years for sale, purchase, supply of goods, materials, availing of services or other resources and obligations in the ordinary course of business and on arm’s length basis, which may exceed the materiality threshold limit i.e. exceeding 10% of the annual consolidated turnover of the Company as per the last audited financial statements or such other threshold limits as may be specified in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from time to time.

RESOLVED FURTHER THAT Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things as in its absolute discretion it may think necessary, expedient or desirable; to settle any question or doubt that may arise in relation thereto in order to give effect to the foregoing resolution and to seek such approval/ consent from the authorities as may be required in this regard.”

6. APPROVAL FOR GIVING LOAN OR GUARANTEE OR PROVIDING SECURITY IN CONNECTION WITH LOAN AVAILED BY ANY OF THE COMPANY'S SUBSIDIARY(IES) OR ANY OTHER PERSON SPECIFIED UNDER SECTION 185 OF THE COMPANIES ACT, 2013 AND, IF THOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION, THE FOLLOWING RESOLUTION AS A SPECIAL RESOLUTION:

"RESOLVED THAT pursuant to the provisions of Section 185 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") and the Companies (Meeting of Board and its Powers) Rules, 2014 (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), consent of the Members of the Company, be and is hereby accorded to the Board of Directors of the Company (hereinafter referred to as the "Board", which term shall be deemed to include, unless the context otherwise required, any Committee of the Board or

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any Director(s) or Officer(s) authorised by the Board to exercise the powers conferred on the Board under this resolution) for giving loan(s) in one or more tranches including loan represented by way of book debt (the "Loan") to, and/or giving of guarantee(s), and/or providing of security(ies) in connection with any Loan taken/to be taken by any entity which is a Subsidiary or Associate or Joint Venture or group entity of the Company or any other person in which any of the Director of the Company is deemed to be interested (collectively referred to as the "Entities"), up to a sum not exceeding ₹500 Crores [Rupees Five Hundred Crore Only] at any point of time, in its absolute discretion deem beneficial and in the best interest of the Company.

RESOLVED FURTHER THAT the powers be delegated to the Board of the Company and the Board is hereby authorised to negotiate, finalise agree the terms and conditions of the aforesaid loan/guarantee/security and to do all such acts, deeds and things as may be necessary and incidental including signing and/or execution of any deeds/ documents/ undertakings/ agreements/ papers/ writings for giving effect to this Resolution."

For and on behalf of the Board For Som Distilleries and Breweries Limited

Sd/-

Om Prakash Singh Company Secretary & Compliance Officer Place: Bhopal Date: July 20, 2022

REGISTERED OFFICE: 1-A Zee Plaza, Arjun Nagar, Safdarjang Enclave, Kamal Cinema Road, New Delhi-110029 Tel.: 011 26169909, 26169712

NOTES:

1. A member entitled to attend and vote, is entitled to appoint a proxy to attend and vote instead of himself and the proxy need not be a member of the Company. A proxy in order to be valid must be received at least 48 hours before the meeting.

Corporate members intending to send their authorised representatives to attend the meeting are requested to send to the Company a certified copy of the Board Resolution authorising their representative to attend and vote on their behalf at the meeting.

A person can act as proxy on behalf of Members not exceeding fifty (50) and holding in the aggregate not more than 10% of the total share capital of the Company. In case a proxy is proposed to be appointed by a Member holding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall not act as a proxy for any other person or shareholder.

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 setting out material facts concerning the businesses under Item No.1 to 6 is annexed hereto and forms part of this Notice.

2. The Notice calling the EGM has been uploaded on the website of the Company at www.somindia.com. The Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively. The EGM Notice is also disseminated on the website of NSDL (agency for providing the Remote e-Voting facility) i.e. www.evoting.nsdl.com.

THE INTRUCTIONS FOR SHAREHOLDRES FOR REMOTE E-VOTING / VOTING AT VENUE ARE AS UNDER:

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), the Company is providing facility of remote e-voting to its Members in

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respect of the business to be transacted at the EGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means.

The remote e-voting period begins on Tuesday, 16.08.2022 at IST 9:00 a.m. and ends on Thursday, 18.08.2022 at IST 5:00 p.m. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of Members / Beneficial Owners as on the record date (cut-off date) i.e. Friday, 12.08.2022, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 12.08.2022.

The facility for voting through ballot paper shall be made available at the EGM and the members attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their right at the meeting through ballot paper.

The members who have cast their vote by remote e-voting prior to the EGM may also attend the EGM but shall not be entitled to cast their vote again.

- How do I vote electronically using NSDL e Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

- Step 1: Access to NSDL e Voting system

- A) Login method for e Voting for Individual shareholders holding securities in demat mode

• In terms of SEBI circular dated December 9, 2020 on e Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders

Login Method

Individual Shareholders holding securities in demat mode with NSDL.

1. If you are already registered forNSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the“Beneficial Owner”icon under “Login” which is available under“IDeAS”section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on options available against company name ore-Voting service provider – NSDLand you will be re-directed to NSDL e-Voting website for casting your vote during the remote e-Voting period. 2. If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select“Register Online for IDeAS”Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp 3. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on options available against company name ore-Voting service provider - NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

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Individual Shareholders holding securities in demat mode with CDSL

1) Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any further authentication. The URL for users to login to Easi / Easiest are https://web.cdslindia.com/myeasi/home/loginorwww.cdslindia.comand click on New System Myeasi. 2) After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click onNSDLto cast your vote. 3) If the user is not registered for Easi/Easiest, option to register is available at https://web.cdslindia.com/myeasi/Registration/EasiRegistration 4) Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link inwww.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the demat Account. After successful authentication, user will be provided links for the respective ESP i.e.NSDLwhere the e-Voting is in progress.

Individual Shareholders (holding securities in demat mode) login through their depository participants

You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on options available against company name ore-Voting service provider-NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022-23058738 or 022-23058542-43

B) Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.

2. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

3. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https://eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

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Manner of holding shares i.e. Demat (NSDL or CDSL) or Physical	Your User ID is:
a) For Members who hold shares in demat account with NSDL	8 Character DP ID followed by 8 Digit Client ID For example if your DP ID is IN300 and Client ID is 12 thenyouruser ID isIN30012**.
b) For Members who hold shares in demat account with CDSL	16 Digit Beneficiary ID For example if your Beneficiary ID is 12** then your user ID is 12**
c) For Members holding shares in Physical Form	EVEN Number followed by Folio Number registered with the company For example if folio number is 001 and EVEN is 101456 thenuser ID is101456001

1. Password details for shareholders other than Individual shareholders are given below:

2. a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

3. b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the ‘initial password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

4. c) How to retrieve your ‘initial password’?

   • i. If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your ‘User ID’ and your ‘initial password’.

   • ii. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered

5. Password details for shareholders other than Individual shareholders are given below: If you are unable to retrieve or have not received the “Initial password” or have forgotten your password:

6. a) Click on “Forgot User Details/Password?” (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.

7. b) Physical User Reset Password?” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

8. c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

9. d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

10. After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

11. Now, you will have to click on “Login” button.

12. After you click on the “Login” button, Home page of e-Voting will open.

- Step 2: Cast your vote electronically on NSDL e Voting system.

- How to cast your vote electronically on NSDL e Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on “Submit” and also “Confirm” when prompted.

5. Upon confirmation, the message “Vote cast successfully” will be displayed.

6. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.

7. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

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General Guidelines for shareholders

1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to nkjaincs@gmail.com with a copy marked to evoting@nsdl.co.in.

2. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the “Forgot User Details/Password?” or “Physical User Reset Password?” option available on www.evoting.nsdl.com to reset the password.

3. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request at evoting@nsdl.co.in.

Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e mail ids for e-voting for the resolution set out in this notice :

1. In case shares are held in physical mode please send signed request with Folio No., Name of shareholder, scanned copy of any one share certificate (front and back), PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by email to info@masserv.com.

2. In case shares are held in demat mode, please update your email id with your depository. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A ) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode .

3. Alternatively, shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

4. In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are required to update their mobile number and email ID -

correctly in their demat account in order to access e Voting facility.

1. Shareholders who would like to express their views/ask questions during the meeting may send their request in advance at least 7 days prior to meeting mentioning their name, demat account number/folio number, email id, mobile number at compliance@somindia.com These queries will be replied by the company suitably.

GENERAL INFORMATION: -

1. Members are requested to bring their attendance slips duly completed and signed mentioning therein details of their DP ID and Client ID/ Folio No. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote at the Meeting .

2. Members who have not registered their e-mail addresses so far are requested to register their e-mail addresses for receiving all communication including Notices, Circulars etc. from the Company electronically.

3. Members holding Shares in dematerialized mode are requested to intimate all changes pertaining to their name, address, email, nominations, power of attorney, bank details, NECS & ECS mandates to their depository participant only. The said changes will be automatically reflected in the Company’s records. Members holding Shares in physical mode are requested to intimate all changes in their particulars or bank mandates to the company’s Registrar and Share Transfer Agent. Members holding shares in physical mode and desirous of making nominations are requested to send their request in Form SH-13 under the Companies Act, 2013 to the Company’s Registrar & Share Transfer Agent.

4. As per Regulation 40 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, securities of listed companies can be transferred only in dematerialised form with effect from 1[st] April 2019, except in case of request received for transmission or transposition of securities. In view of the above, members holding shares in physical form are requested to consider converting their holdings to dematerialised form. Having regard to the difficulties experienced by the shareholders in disposing off their shares held in physical form and to mitigate the hardship caused to them. Members can contact the Company’s Registrar & Share Transfer Agent for assistance in this regard.

5. The Securities and Exchange Board of India (SEBI) has mandated registration of Permanent Account Number (PAN) and Bank Account Details for all securities holders. Members holding shares in physical form are therefore, requested to submit their PAN and Bank Account Details to the Company / Registrar and Share Transfer Agent by sending a duly signed letter along with self-attested copy of PAN Card and original cancelled cheque. The original cancelled

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cheque should bear the name of the Member. The alternative Members are requested to submit a copy of bank passbook / statement attested by the bank. Members holding shares in demat form are requested to submit the aforesaid information to their respective Depository Participant.

SEBI has decided that securities of listed companies can be transferred only in dematerialised form from a cut-off date. In view of the above and to avail various benefits of dematerialisation, members are advised to dematerialise shares held by them in physical form.

1. Non-Resident Indian Members are requested to inform Registrar and Share Transfer Agent and their relevant DP’s immediately of:

2. Change in their residential status on return to India for permanent settlement.

3. Particulars of their bank account maintained in India with complete name, branch, account type, account number and address of the bank with pin code number, if not furnished earlier.

4. Pursuant to Section 101 and Section 136 of the Companies Act, 2013 read with the relevant Rules made thereunder, companies can serve notices and other communications through electronic mode to those Members who have registered their e-mail address either with the Company or with the Depository Participant(s). Further, to contribute towards greener environment and to receive all documents, notices and other communications of the Company, investors should register their e-mail address with the Registrar and Share Transfer Agent of the Company, if Shares are held in physical mode and with their DP’s, if the holding is in electronic mode.

5. The Register of Directors and Key Managerial Personnel and their Shareholding maintained under Section 170 of the Companies Act, 2013, the Register of Contracts or arrangements in which Directors are interested under Section 189 of Companies Act, 2013, and all other documents referred to the Notice will be available for inspection for the Members at the Registered Office of the Company during business hours on all working days upto the date of this meeting.

6. Details of Mr. J.K. Arora, Managing Director, for proposed revised remuneration at the General Meeting, as required by Regulation 26 of The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other disclosures are forming part of this Notice. Requisite declaration for eligibility has been received from the Director.

7. The Board of Directors has appointed Mr. Neelesh Jain as the Scrutinizer to scrutinize the voting at the meeting and remote e-voting process in a fair and transparent manner.

8. The route map is annexed to this notice.

The results declared along with the Scrutinizer’s Report shall be placed on the Company’s website www.somindia.in and on the website of NSDL http://www.evoting.nsdl.com within three days of the passing of the Resolutions at the EGM of the Company and shall also be communicated to BSE Limited and NSE Limited where the shares of the Company are listed.

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ROUTE MAP FOR THE VENUE OF EGM

[ROUTE FROM RANI KAMLAPATI RAILWAY STATION (FORMERELY HABIBGANJ) TO FACTORY PREMISES]

==> picture [488 x 251] intentionally omitted <==

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1

INCREASE IN AUTHORISED CAPITAL AND CONSEQUENT ALTERATION IN CLAUSE V OF MEMORANDUM OF ASSOCIATION

The Company forecasting the future prospects and growth objectives proposes to surge the present Authorised Share Capital Base. It is therefore deemed appropriate to increase the Authorised Share Capital of the Company from ₹40 Crore to ₹50 Crore, consequent to approval of Item No.1 as specified in this Notice of General Meeting, and for that purpose, the Memorandum of Association of the Company are proposed to be suitably altered in pursuant to applicable provisions of Companies Act, 2013 as stated below:

PROPOSED CLAUSE:

“V. The Authorized Share capital of the Company is ₹50,00,00,000/- (Rupees Fifty Crore Only) divided into 10,00,00,000 (Ten Crore) Equity Shares of ₹5/- each (Rupees Five only) each with the rights, privileges and conditions attaching thereto as are provided by the regulations of the company for the time being, with the power to increase and reduce the capital of the company, to divide or consolidate the shares in the Capital for the time being into several classes and to attach thereto respectively such preferential rights, privileges or conditions as may be determined by or in accordance with the regulations of the company and to vary, modify, abrogate any such rights or privileges or conditions in such manner as may from time to time be provided in the regulations of the Company.”

Your Directors recommend passing of the enabling Resolution as set out in Item No.1 of the Notice by way of Ordinary Resolution. None of the Directors/ Key managerial personnel / relatives of the Directors or Key managerial personnel of the Company may be deemed to be concerned or interested in the said resolution except to the extent of their shareholding in the company.

A copy of the existing Memorandum of Association of the Company along with the draft of the proposed amendments, will be available for inspection by the Members at the Registered Office of the Company during business hours on all working days upto the date of this meeting.

ITEM NO. 2

ISSUE OF CONVERTIBLE EQUITY WARRANTS TO PROMOTERS/ PROMOTERS GROUP AND PUBLIC INVESTORS ON PREFERENTIAL BASIS

In order to meet the funding requirements of the Company, it is proposed that Convertible Warrants of the Company be issued to identified Promoters, Promoter’s Group and Other Public Investors on preferential basis, at a price of ₹72/(rupees seventy two only) per equity share including a premium of ₹67/- (rupees sixty seven only) per equity share, in such manner and on such terms and conditions as prescribed under the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), 2018 (ICDR Regulations) and in compliance with Section 42 and Section 62 and other applicable provisions of the Companies Act, 2013, the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014. The Board, at their meeting held on July 20, 2022, has accorded its approval to the said preferential issue of Warrants. The issue price of the warrants/equity shares has been determined in accordance with the SEBI ICDR Regulations.

Section 62 of the Companies Act, 2013 provides that when a Company proposes to increase its issued capital by allotment of further shares, etc., such further shares are to be offered to the existing shareholders of the Company in the manner laid down in the said section unless the shareholders in a General Meeting decide otherwise by passing a Special Resolution. The Special Resolution proposed at Item No.2 will, if passed, enable the Board on behalf of the Company to allot convertible warrants on a preferential basis to the Promoters, Promoter’s Group and Other Public Investors as permitted under Section 62(1)(c) of the Act and the Rules made there under (read with Section 42 of the Companies Act, 2013 and the Rules made there under).

The terms of issue of Warrants as approved by the Board of Directors are as follows:

a) Number of warrants: Not exceeding 40,00,000 warrants.

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b) Terms of conversion:

• i. The Warrants may be exercised by the Warrant holder, in one or more tranches, at any time on or before the expiry of 18 months from the date of allotment of the Warrants by issuing a written notice to the Company specifying the number of Warrants proposed to be exercised along with the aggregate amount payable thereon. The Company shall accordingly, without any further approval from the Members, allot the corresponding number of Equity Shares in dematerialized form.

• ii. In the event the Warrant holder does not exercise the Warrants within 18 months from the date of allotment, the Warrants shall lapse and the amount paid to the Company at the time of subscription of the Warrants shall stand forfeited.

• iii. The Equity Shares arising from the exercise of the Warrants will be listed on the Stock Exchanges subject to the receipt of necessary regulatory permissions and approvals as the case may be.

• iv. Each Warrant will be convertible into 1 (one) Equity Share of par value of ₹5/- each at an issue price of ₹72/- per equity share (including premium of ₹67/- per equity share).

c) Payment Terms:

• i. 25% of the issue price of the Warrants will be paid on the date of allotment of the Warrants.

• ii. The balance 75% of the issue price of the Warrants is payable at the time of allotment of the Equity Shares pursuant to the exercise of the conversion right by the warrant holder, as and when they deem fit. Non-payment of balance sum i.e. 75% of the issue price by the warrant holder would entail in forfeiture of the amount paid. The amount paid against Warrants shall be adjusted / set-off against the issue price for the resultant Equity Shares.

d) Issue Price:

The price at which each Warrant will be issued will be ₹72/-, such price being not less than the minimum price determined as per the provisions of Chapter V of the SEBI ICDR Regulations.

The price determined above and the number of Equity Shares to be allotted on exercise of the Warrants shall be subject to appropriate adjustments as permitted under the rules, regulations and laws, as applicable from time to time.

Apart from the above said right of adjustment, the Warrants do not give any rights/entitlements to the Warrant holder as a shareholder of the Company.

e) Other terms:

• i. The Warrants and the Shares converted shall be subject to lock-in in accordance with the provisions of SEBI ICDR Regulations.

• ii. The Warrants shall not confer upon the holders thereof any right to receive any notice of the meeting of the Shareholders of the Company or Annual Report of the Company and/or to attend/vote at any of the General Meetings of the Shareholders of the Company held, if any.

• iii. Save and except the right of subscription to the Company’s Equity Shares as per the terms of the issue of Warrants, the Warrant holder shall have no other rights or privileges such as entitlement to voting rights, dividend, bonus issue or rights issue or similar benefits declared by the Company.

• iv. The Equity Shares to be allotted on exercise of the Warrants shall be fully paid up and rank pari-passu with the existing Equity Shares bearing ISIN INE480C01020 of the Company in all respects (including with respect to dividend and voting powers) from the date of allotment thereof, and be subject to the requirements of all applicable laws and shall be subject to the provisions of the Memorandum of Association and Articles of Association of the Company.

• v. A separate Register of Warrant holders would be maintained by the Company.

• vi. In the event of any sub-division or consolidation of the face value of the Company’s Equity Shares, the share entitlement on each Warrant shall be proportionately increased/ decreased such that the aggregate nominal value of the entitlement remains the same as the nominal value of the Equity Shares immediately prior to such subdivision or consolidation.

The additional disclosures related to the issuance of the Warrants convertible into Equity Shares are as follows:

1. Disclosures required in terms of Rule 14 of Companies (Prospectus and Allotment of Securities) Rules, 2014

Heading	Disclosure
Particulars of the offer including date of passing of Board resolution	Issuance of up to40,00,000 (forty lakhs)convertibles warrants of a face value of₹5/- (rupees five) each on aprivate placement /preferential basis. Date of Board resolution: July 20, 2022

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Kinds of securities offered and price at which security is being offered	Warrants convertibles into equity shares, The Warrants of face value of₹5/- each are being offered at₹72/- each
Basis or justification for the price (including premium, if any) at which the offer or invitation is being made	Issue price of Warrants and the price for conversion of warrants into Equity Share of the Company has been determined by pricing certificate issued by CS Neelesh Jain, proprietor of M/s N K Jain & Associates, Practicing Company Secretaries in accordance with the provisions of SEBI (ICDR) Regulations, 2018. Report of registered valuer is not required under the provisions of second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 for the proposed Preferential Allotment. The Warrants Holder shall be entitled to require the Company to convert its warrants held by such Warrants Holder into fully-paid-up equity shares of the Company (which shall rank pari-passu in all respects with the existing equity shares of the Company) at a conversion price of₹72/- (rupees seventy two only) per share. This conversion price is higher than the minimum price prescribed in accordance with Regulation 164 and Regulation 165 of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 with the relevant date for the computation of the aforesaid price being July 20, 2022 (viz. 30 days prior to the date of the Extra-Ordinary General Meeting of the shareholders)
Name and address of valuer who performed valuation	Name:CS Neelesh Jain, proprietor of M/s N K Jain & Associates, Practicing Company SecretariesAddress:208, Akansha, Press Complex, Zone I, M.P. Nagar, Bhopal 462011.
Amount which the company intends to raise by way of such securities	Up to₹28,80,00,000/- (Rupees Twenty-Eight Crores Eighty Lakhs only)
Material terms of raising such securities	The Warrants Holder shall be entitled to require the Company to convert the Warrants held by such Warrants Holder into fully- paid-up equity shares of the Company (which shall rank pari-passu in all respects with the existing equity shares of the Company) at a conversion price of₹72/-(rupees seventy-two only) per share.
Proposed time schedule	As may be determined by the Board. However, the issuance and allotment of Warrants shall in any event be concluded within 15 (Fifteen) days from the date of passing of this resolution. Provided that, if any approval or permission is required from any regulatory authority or the Central Government for the allotment is pending, the period of fifteen days shall be counted from the date of such approval or permission.
Purposes or objects of offer	The proceeds from the issuance of Warrants (Equity Shares upon conversion of Warrants) shall be used by the Company towards the working capital requirements and repayment of its existing borrowings.
Contribution being made by the promoters or directors either as part of the offer or separately in furtherance of objects	The Promoters will be subscribing to the proposed issue as mentioned herein above in the table of Resolution No.2. Except the Managing Director, None of the other Directors of the Company will be subscribing to the proposed issue.
Principle terms of assets charged as securities	Not Applicable.

2. Disclosures required in terms of Rule 13 of Companies (Share Capital and Debentures) Rules, 2014	2. Disclosures required in terms of Rule 13 of Companies (Share Capital and Debentures) Rules, 2014
Heading	Disclosure
The Objects of the Issue	The proceeds from the issuance of the Warrants (Equity Shares upon conversion of Warrants) shall be used by the Company towards the working capital requirements and repayment of its existing borrowings.
The total number of shares or other securities to be issued	Up to40,00,000 (forty lakh)convertibles warrants of a face value of₹5/- each
The price or price band at/ within which the allotment is proposed	The price at which Warrant will be issued₹72/-, such price being not less than the minimum price determined as per the provisions of Chapter V of the SEBI ICDR Regulations. This conversion price of warrants is higher than the minimum price prescribed in

14

accordance with Regulation 164 and Regulation 165 of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 with the relevant date for the computation of the aforesaid price being July 20, 2022 (viz. 30 days prior to the date of the Extraordinary General Meeting of the shareholders) Basis on which the price has Issue price of Warrants and the price for conversion of warrants into Equity Share been arrived at along with report of the Company has been determined by pricing certificate issued by CS Neelesh of the registered valuer Jain, proprietor of M/s N K Jain & Associates, Practicing Company Secretaries in accordance with the provisions of SEBI (ICDR) Regulations, 2018. Report of registered valuer is not required under the provisions of second proviso to Rule 13(1) of the Companies (Share Capital and Debentures) Rules, 2014 for the proposed Preferential Allotment.

The Warrants Holder shall be entitled to require the Company to convert its warrants held by such Warrants Holder into fully-paid-up equity shares of the Company (which shall rank pari-passu in all respects with the existing equity shares of the Company) at a conversion price of ₹72/- (rupees seventy-two only) per share. This conversion price is higher than the minimum price prescribed in accordance with Regulation 164 and Regulation 165 of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 with the relevant date for the computation of the aforesaid price being July 20, 2022 (viz. 30 days prior to the date of the Extraordinary General Meeting of the shareholders) Relevant date with reference July 20, 2022 to which the price has been arrived at

Relevant date with reference to which the price has been arrived at	General Meeting of the shareholders) July 20, 2022	General Meeting of the shareholders) July 20, 2022
The class or classes of persons	Promoter, Promoter’s Group and Other Public Investors
to whom the allotment is
proposed to be made
Intention of promoters, directors	The Promoters will be subscribing to the proposed issue as mentioned herein above
or key managerial personnel to	in the table of Resolution No.2.
subscribe to the offer	Except the Managing Director, None of the Directors / Key Managerial			Personal will
	be subscribing to the proposed issue.
The proposed time within which	As may be determined by	the Board. However, the issuance and allotment of
the allotment shall be	Warrants shall in any event	be concluded within 15 (Fifteen) days from the date of
completed	passing of this resolution. Provided that, if any approval		or permission is required from
	any regulatory authority or the Central Government for the allotment is pending, the
	period of fifteen days shall be counted from the date of such approval or permission.
The names of the proposed	Sr. Identity of	No. of Pre-	Post	% of post
allottees and the percentage of	No. Proposed	Warrants to holding	Shareholding	shareholding
post preferential offer capital	Allottees	be allotted 20.07.2022
that may be held by them	1. Mr. Jagdish Kumar Arora	20,00,000 1,08,20,509	1,28,20,509	17.33
	2. Mr. Deepak Arora	5,00,000 2,79,010	7,79,010	1.05
	3. Lakeside Retail Private Limited	5,00,000 0	5,00,000	0.68
	4. Icy Blast Retails Private Limited	5,00,000 0	5,00,000	0.68
	5. Newport Retail LLP	5,00,000 0	5,00,000	0.68
The change in control, if any, in	Consequent to the preferential offer, there will be no change in control in the company.
the company that would occur
consequent to the preferential
offer
The number of persons to	During the year, the Company has not allotted any securities on preferential basis till
whom allotment on preferential	date.
basis have already been made
during the year, in terms of

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number of securities as well as price
The justification for the allotment proposed to be made for consideration other than cash together with valuation report of the registered valuer	Not applicable
The pre issue and post issue shareholding pattern of the company	Category	Pre-issue No. shares Held	Pre-issue percentage of shareholding	Post- issue No. shares held	Post-issue percentage of shareholding
	Promoters’ holding
	Indian
	Individual	13178041	18.83	15678041	21.19
	Bodies Corporate	7937759	11.34	7937759	10.73
	Sub-total	21115800	30.17	23615800	31.92
	Foreign Promoters
	Sub-total (A)	21115800	30.17	23615800	31.92
	Non-promoters’ holding
	Institutional Investors	187033	0.27	187033	0.25
	Non-Institutional Investors
	Private corporate bodies	1996961	2.85	2996961	4.05
	Directors and relatives	60082	0.09	60082	0.08
	Indian public	45240197	64.64	45240197	61.15
	Others (including Non-resident Indians (NRIs))	1386723	1.98	1886723	2.55
	Sub-total (B)	48870996	69.83	50370996	68.08
	Grand Total	69986796	100.00	73986796	100.00

3. Disclosures required in terms of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018

Regulations, 2018
Heading	Disclosure
The Relevant date on the basis of which price of the equity shares to be allotted on conversion or exchange of convertible securities shall be calculated	July 20, 2022
The objects of the issue	The proceeds from the issuance of the Warrants (Equity Shares upon conversion of warrants) shall be used by the Company towards the working capital requirements and repayment of its existing borrowings.
Maximum number of specified securities to be issued	Up to40,00,000 (forty lakh)Warrants convertible into Equity Shares having face value of₹5/- each.
Intent of the promoters, directors or key managerial personnel of the issuer to subscribe to the offer	The Promoters will be subscribing to the proposed issue as mentioned herein above in the table of Resolution No. 2. Except the Managing Director, None of the Directors / Key Managerial Personal will be subscribing to the proposed issue.
Shareholding pattern of the issuer before and after the preferential issue	Category	Pre-issue No. shares Held	Pre-issue percentage of shareholdi ng	Post-issue No. shares held	Post-issue percentage of shareholdin g

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	Promoters’ holding	Promoters’ holding
	Indian
	Individual		13178041	18.83	15678041	21.19
	Bodies Corporate		7937759	11.34	7937759	10.73
	Sub-total		21115800	30.17	23615800	31.92
	Foreign Promoters
	Sub-total (A)		21115800	30.17	23615800	31.92
	Non-promoters’ holding
	Institutional Investors		187033	0.27	187033	0.25
	Non-Institutional Investors
	Private corporate bodies		1996961	2.85	2996961	4.05
	Directors and relatives		60082	0.09	60082	0.08
	Indian public		45240197	64.64	45240197	61.15
	Others (including Non- resident Indians (NRIs))		1386723	1.98	1886723	2.55
	Sub-total (B)		48870996	69.83	50370996	68.08
	Grand Total		69986796	100.00	73986796	100.00
Time frame within which the preferential issue shall be completed	As may be determined by the Board. However, the issuance and allotment of Warrants shall in any event be concluded within 15 (Fifteen) days from the date of passing of this resolution. Provided that, if any approval or permission is required from any regulatory authority or the Central Government for the allotment is pending, the period of fifteen days shall be counted from the date of such approval or permission.
Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees, the percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the preferential issue. Provided that, if there is any listed company, mutual fund, scheduled commercial bank, insurance company registered with the Insurance Regulatory and Development Authority of India in the chain of ownership of the proposed allottee, no further disclosure will be necessary	Sr. No.	Identity of Proposed Allottees	No. of Warrants to be allotted	Pre- holding 31.12.2020	Post Shareholdi ng	% of post shareholdin g
	1.	Mr. Jagdish Kumar Arora	2000000	10820509	12820509	17.33
	2.	Mr. Deepak Arora	500000	279010	779010	1.05
	3.	Lakeside Retail Private Limited	500000	0	500000	0.68
	4.	Icy Blast Retails Private Limited	500000	0	500000	0.68
	5.	Newport Retail LLP	500000	0	500000	0.68
	Note: the number of shares, post allotment shareholding and % of shareholding post issue has been set out in the above table on the assumption that up to40,00,000 (forty lakh)convertibles warrants shall be allotted by the Company to the Promoters, Promoter’s Group and Other Public Investors and they will convert the entire allotted warrants into equity shares. In the event the actual number of shares and warrants allotted by the Board or the number of warrants converted is less than the warrants allotted, the details of the number of shares, post allotment shareholding and % of shareholding post issue set out in the above table in relation to each Promoters, Promoter’s Group and Public Investors shall change accordingly. The proposed preferential issue will not result in change in control of the Company.
Undertaking that the issuer shall re-compute the price of the specified securities in terms of the provision of these regulations where it is required to do so	The Company agrees and undertakes that it shall re-compute the price of the Warrants (Equity Shares upon conversion of Warrants) specified securities issued on preferential basis if required in terms of the provision of Chapter V of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 where it is required to do so.
Undertaking that if the amount payable on account of the re- computation of price is not paid within the time stipulated in these regulations, the specified securities shall continue to be locked-in till	The Company agrees and undertakes that if the amount payable on account of the re-computation of price in terms of the applicable law is not paid within the time stipulated in Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Warrants (Equity Shares upon conversion of Warrants) shall continue to be locked- in till the time such amount is paid by the allottees.

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the time such amount is paid bythe allottees
Disclosures specified in Schedule VI of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, if the issuer or any of its promoters or directors is a wilful defaulter	Neither the Company’s name nor any of its Promoter or Directors name is appearing in the list of willful defaulters categorized by any Bank or Financial Institution or consortium thereof in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India nor have they been identified as fugitive economic offenders as per the Fugitive Economic Offenders Act, 2018. Name of the person declared as a wilful defaulter: Not applicable Name of the Bank declaring the person as a wilful defaulter: Not applicable Year in which the person was declared as a wilful defaulter: Not applicable Outstanding amount when the person was declared as a wilful defaulter : Not applicable Steps taken, if any, by the person for removal of its name from the list of wilful defaulters: Not applicable Other disclosures, as deemed fit by the issuer, in order to enable investors to take an informed decision: Not applicable Anyother disclosure as specified bythe Board: Not applicable
Where the specified securities are issued on a preferential basis for consideration other than cash, the valuation of the assets in consideration for which the equity shares are issued shall be done by an independent valuer, which shall be submitted to the stock exchanges where the equity shares of the issuer are listed	Not Applicable
Placing of Practicing Company Secretary Certificate	The issuance of the warrants is being made in accordance with the requirements of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and a copy of the certificate fromCS Neelesh Jain, proprietor of M/s NK Jain & Associates, PracticingCompany Secretaries[FCS: 6436], certifying that the preferential issue is being made in accordance with the requirements of the SEBI ICDR Regulations, as applicable shall be placed before the shareholders at the forthcoming Extra Ordinary General Meeting of the Company and also shall be made available on the website of the Company (i.e.www.somindia.com), to facilitate online inspection by the Members till the date of the General Meeting.

Identity of the natural persons who are the ultimate beneficial owners of the shares proposed to be allotted and/or who ultimately control the proposed allottees who are not natural persons:

Name of the Proposed Allottee	Class	Identity of Natural Persons who are the Ultimate Benefcial Owners
Lakeside Retail Private Limited	Pubic	a. Bhup Singh - 50% b. Jai Prakash Sharma - 50%
Icy Blast Retails Private Limited	Public	a. Bhupendra Guru - 50% b. Amit Tiwari - 50%
Newport Retail LLP	Pubic	a. Mr. Ashok Tiwari - 50% b. Mr. Bhupendra Katre - 50%

The percentage of post preferential issue capital that may be held by them and change in control, if any, in the issuer consequent to the Preferential issue:

Name of the Propose Allottee	Pre Issue Shareholding	Pre Issue Shareholding	Issue of Warrants (Present Issue) (No)	Post Issue Shareholding after Conversion of Warrants	Post Issue Shareholding after Conversion of Warrants
	No. of Shares	% of Share holding		No. of Shares	% of Share holding
Mr. Jagdish Kumar Arora	10820509	15.46	20,00,000	1,28,20,509	17.33

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Mr. Deepak Arora	279010	0.40	5,00,000	7,79,010	1.05
Lakeside Retail Private Limited	-	-	5,00,000	5,00,000	0.68
Icy Blast Retails Private Limited	-	-	5,00,000	5,00,000	0.68
Newport Retail LLP	-	-	5,00,000	5,00,000	0.68

Confirmations regarding wilful defaulter or a fraudulent borrower / fugitives, if any:

Neither the Company nor its promoters nor the Directors of the Company have been identified as wilful defaulter or a fraudulent borrower by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the guidelines on willful defaulters issued by the Reserve Bank of India nor have they been identified as fugitive economic offenders as per the Fugitive Economic Offenders Act, 2018.

The current and proposed status of the allottee post the preferential issue namely, promoter or non-promoter:

Name of the Proposed Allottee	Current Status of the Proposed Allottee	Proposed Status of the Proposed Allottee post the preferential issue
Mr. Jagdish Kumar Arora	Promoter	Promoter
Mr. Deepak Arora	Promoter	Promoter
Lakeside Retail Private Limited	Not Applicable	Non-Promoter
IcyBlast Retails Private Limited	Not Applicable	Non-Promoter
Newport Retail LLP	Not Applicable	Non-Promoter

The Board recommends the Special Resolution as set out at Item No.2 of the Notice for approval by the members.

Mr. Jagdish Kumar Arora, Chairman and Managing Director, Mr. Deepak Arora, Promoter and their relatives to the extent of their existing shareholding in the Company and to the extent of their subscription to the above proposed Preferential Issue shall be deemed to be concerned or interested in the Resolution.

None of the other Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested in the resolution.

ITEM NO. 3

INCREASE IN REMUNERATION TO MR. JAGDISH KUMAR ARORA, MANAGING DIRECTOR

The Members of the Company in the Extra-Ordinary General Meeting held on December 16, 2021, had re-appointed Mr. Jagdish Kumar Arora as the Chairman and Managing Director of the Company for a further tenure of three years effective from February 4, 2022 to February 3, 2025 at a revised remuneration. Now on recommendation of the Nomination and remuneration committee the Board of Directors in its meeting held on July 20, 2022 has approved increase in remuneration to Mr.J.K. Arora upto ₹20 lakhs pm subject to approval of shareholder in general meeting and as per the provisions of the Companies Act, 2013, applicable SEBI Regulations. Pursuant to Section II of Part II of Schedule V to the Companies Act, 2013, the remuneration payable to Mr.J.K. Arora is required requisite approval. The approval of the Members pursuant to Section 197(1) of the Companies Act, 2013 as amended from time to time is now sought for the remuneration payable to Mr. Jagdish Kumar Arora as the Chairman and Managing Director of the Company for the period from July 20, 2022 to February 3, 2025. The details are set out below:

Remuneration proposed:

• I. SALARY: ₹20 lakh per month with authority to the Board of Directors of the Company to grant such increments as it may determine from time to time.

II.

PERQUISTIES:

• i) Contribution to provident fund or superannuation fund or annuity fund to the extent not taxable under the Income Tax Act, 1961.

• ii) Gratuity at the rate of half a month’s salary for each completed year of service.

• iii) Leave as per Company’s Rules as specified from time to time.

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• iv) Leave Travel Concession: For self and his family, once a year, incurred in accordance with rules of the Company.

• v) Premium paid on personal accident policy.

• vi) Leave encashment at the end of the tenure in accordance with the rules of the company.

• vii) Re-imbursement of medical expenses either directly or through insurance for self and family to the extent allowed under Income Tax Act.

• viii)Provision of car for use on Company’s business and telephone at residence will not be considered as perquisites. Personal long distance calls on telephone and use of car for private purpose shall be billed by the Company.

• ix) Reimbursement of official expenses.

Minimum Remuneration:

The Remuneration payable to Mr. Jagdish Kumar Arora, as may be fixed by the Board from time to time on recommendation of the Nomination and Remuneration Committee, including the remuneration to be paid in the event of loss or inadequacy of profits in any financial year such that the remuneration payable to him shall not exceed ₹5,00,00,000 (Rupees Five Crore Only) per year with effect from July 20, 2022 to February 3, 2025, on the terms and conditions, as may be agreed between the Board and Mr. Jagdish Kumar Arora, with liberty to the Board / Nomination and Remuneration Committee to alter and vary the terms and conditions of the said appointment in such manner as may be agreed between the Board and Mr. Jagdish Kumar Arora, such variation or increase in the aforesaid remuneration may be beyond the permissible limits as under the relevant provisions of Section 196, 197 read with schedule V of the Companies Act, 2013 and/or Regulation 17 of the Listing Regulations, as may be applicable (including any statutory modifications or re-enactment thereof, for the time being in force).

In the event, the Company has no profits or its profits are inadequate during the aforesaid tenure, the managerial remuneration aforesaid consisting of salary, perquisites, allowance, amenities and performance based incentive shall be paid to Mr. Jagdish Kumar Arora, Managing Director as the minimum remuneration as per applicable provisions of the Companies Act, 2013 and the approval accorded herein shall also be deemed to be the approval by way of special resolution as contemplated under Section 197(10) read with Schedule V of the Act and/or Regulation 17 of the Listing Regulations, as may be applicable.

The statement as required under Section II, Part II of the Schedule V of the Companies Act, 2013 with reference to Special Resolution at Item No.3 is annexed hereto as Annexure A .

Pursuant to Section 190 of the Companies Act, 2013 a copy of the draft Supplementary Agreement proposed to be executed by the Company with the Chairman and Managing Director (on approval by Members of this Resolution) is kept and available for inspection at the Registered Office of the Company during business hours on all working days upto the date of this meeting.

None of the Directors, Key Managerial Personnel of the Company and their relatives other than Mr. Jagdish Kumar Arora and Mr. Ajay Kumar Arora, Mr. Deepak Arora, Ms. Sunita Arora & Ms. Natasha Arora, who is related to Mr. Jagdish Kumar Arora, is in any way concerned or interested, financial or otherwise, in the said Resolution.

The Board of Directors recommends the Special Resolution set out at Item No.3 of the Notice for approval by the Members.

ITEM NO. 4:

INCREASE THE OVERALL MANAGERIAL REMUNERATION OF THE DIRECTORS OF THE COMPANY

As per Section 197 of the Companies Act, 2013, total managerial remuneration payable by the Company to its directors, including managing director and whole-time director and its manager in respect of any financial year may be given to maximum permissible limit as per the provisions laid down in Section 198 of the Companies Act, 2013, provided that the same has been approved by the shareholders of the Company by way of Ordinary Resolution/Special Resolution.

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Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company in its meeting held on 20.07.2022 recommended to increase in overall limit of managerial remuneration payable by the Company in respect of any financial year beyond specified limits under Section 197 and computed in the manner laid down in Section 198 of the Companies Act, 2013.

Where in any Financial Year, the Company has no profits or profits are inadequate, the overall remuneration to Directors shall not exceed ₹5,00,00,000/- (Rupees Five Crore Only). Accordingly, the Board recommends the resolution set out at Item No. 4 for approval of members as a Special resolution.

None of the Directors/Key Managerial Personnel of the Company/their relatives, except Mr. J.K. Arora and Mr. Nakul Sethi and their relatives, is in any way concerned or interested, in the said resolution. The Particulars of the information, pursuant to the provisions of Schedule V, Part II, Section II, clause (A) of the Act is attached as Annexure A

ITEM NO.5

MATERIAL RELATED PARTY TRANSACTIONS WITH SOM DISTILLERIES PRIVATE LIMITED, PROMOTER

As per Regulation 23(4) of SEBI (LODR), approval of the shareholders through Ordinary Resolution is required, if the transaction(s) to be entered into individually or taken together with the previous transaction(s) during a financial year with a related party, exceeds 10% of the annual consolidated turnover of the Company as per last audited financial statements of the Company.

Som Distilleries Private Limited (SDPL) is a promoter and a related party of the Company as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations.

SDPL has got a factory at Village Sehatganj, Dist. Raisen (M.P.) for production of Alcoholic Products such as IMFL, Spirit etc. including arrangements for bottling thereof and depots at various places. Also Som Distilleries and Breweries Limited (SDBL of the Company) has got a factory at Village Rojra Chak, Dist. Raisen (M.P.) for production of Beer and also bottling arrangements for beer and IMFL and other Alcoholic products and depots at various places.

The spirit produced by ‘SDPL’ is needed as raw material by ‘SDBL’. ‘SDPL’ agrees to supply SDBL and SDBL agrees to purchase spirit produced by ‘SDPL’ at prices and other terms prevailing in the market and as may be mutually agreed upon from time to time, in ordinary course of business and at arm’s length basis.

The expected value of transactions with SDPL for FY 2022-23 is ₹20 crore. Transaction(s) with SDPL is in the ordinary course of business and on arm’s length basis. Approval of shareholders is sought for Material Related Party Transactions with Som Distilleries Private Limited, being a Related Party, during the FY 2022-23 and subsequent Financial Years for purchase of goods, materials, availing of services or other resources and obligations which are in the ordinary course of business and on arm’s length basis, which may exceed the materiality threshold limit i.e. exceeding 10% of the annual consolidated turnover of the Company as per the last audited financial statements or such other threshold limits as may be specified in SEBI (LODR) from time to time.

As per provisions of SEBI (LODR) no related party shall vote to approve the Resolution as set out in the accompanied Notice, whether the entity is a related party to the particular transaction or not. In case, any related party inadvertently votes on such resolution, the same will not be taken into account for passing of the resolution.

None of the Directors, Key Managerial Personnel and/or their relatives, is/are interested or concerned, financially or otherwise in the resolution except may be deemed to be concerned or interested in the proposed resolution to the extent of their shareholding in the Company, if any.

The Board of Directors of the Company recommends the Resolution as set out at Item No.5 for approval of members as an Ordinary Resolution.

ITEM NO. 6

GIVING LOAN OR GUARANTEE OR PROVIDING SECURITY IN CONNECTION WITH LOAN AVAILED BY ANY OF THE COMPANY'S SUBSIDIARY(IES) OR ANY OTHER PERSON SPECIFIED UNDER SECTION 185 OF THE COMPANIES ACT, 2013

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The Company may have to render support for the business requirements of its Subsidiary Companies or Associate or Joint Venture or group entity or any other person in whom any of the Director of the Company is deemed to be interested (collectively referred to as the "Entities"), from time to time. However, owing to certain restrictive provisions contained in Section 185 of the Companies Act, 2013 ('the Act'), the Company was unable to extend financial assistance by way of loan to such Entities.

The Board of Directors seek consent of the Members by way of a Special Resolution pursuant to Section 185 of the Act [as amended by the Companies (Amendment) Act, 2017] for making loan(s) or providing financial assistance or providing guarantee or securities in connection with the loans taken or to be taken by the Entities for the capital expenditure of the projects and/or working capital requirements including purchase of fixed assets as may be required from time to time for the expansion of its business activities and other matters connected and incidental thereon for their principal business activities.

The Members may note that Board of Directors would carefully evaluate proposals and provide such loan, guarantee or security through deployment of funds out of internal resources/accruals and/or any other appropriate sources, from time to time, only for principal business activities of such Entities.

The Board of Directors recommend the resolution as set out at Item No.6 in this Notice for your approval as a Special Resolution.

None of the Directors, Key Managerial Personnel of the Company or any of their relatives, are concerned or interested in the above proposed resolution, except to their equity holdings and Directorships in the Company, if any.

For and on behalf of the Board For Som Distilleries and Breweries Limited

Sd/-

Om Prakash Singh Company Secretary & Compliance Officer Place: Bhopal Date: July 20, 2022

REGISTERED OFFICE: 1-A Zee Plaza, Arjun Nagar, Safdarjang Enclave, Kamal Cinema Road, New Delhi-110029 Tel.: 011 26169909, 26169712

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Annexure A

DETAILS OF DIRECTOR SEEKING REVISED REMUNERATION AT THE EXTRA-ORDINARY GENERAL MEETING (EGM) TO BE HELD ON FRIDAY, THE 19[TH] DAY OF AUGUST, 2022

Name of the Director	Mr. Jagdish Kumar Arora
DIN	00224633
Brief Resume & Expertise in specific functional areas	Mr. J.K. Arora is a visionary. His seasoned leadership qualities, his meticulous planning and strategies has given the desired shape and direction to the growth of the group. His vision as the founder has steered the company toward achieving leadership position. Mr. Arora has been instrumental in shaping SOM's strategy & building a unique partnership model based on the tenets of innovation & sustainable development. Safety, Service and Quality are the corner stones on which the group has traversed the journey of growth.
Date of Birth / Age	June 23, 1956 / 66 Years
Date of first appointment on the Board	March 26, 1993
Details of shares held in the Company as on July 20, 2022	1,08,20,509
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company	No relationship with other Directors, Manager and other Key Managerial Personnel of the Company
Qualifications	B.Sc.
Terms and Conditions of Appointment/ Re-appointment	As mentioned in the resolution placed before the members in item No.3 of the Notice read with the explanatory Statement thereto
Details of Remuneration sought to be paid	As mentioned in the resolution placed before the members of the Notice read with explanatory Statement thereto
Last Remuneration drawn	₹12,50,000 p.m. till July 19, 2022 ₹20,00,000 p.m. w.e.f. July 20, 2022 subject to requisite approvals
Number of Board Meetings attended/ held during Financial Year 2021-22	He attended 7 out of 8 board meeting held during the financial year 2021-22
Listed entities in which the person also holds the Directorship and Membership/ Chairmanship of the Committees thereof as on March 31, 2022	Nil
Directorship held in other companies as on March 31, 2022	i.Legend Distilleries Private Limited ii.Legend Capital Private Limited iii.Som Power Limited iv.Aryavrat Projects and Developers Private Limited v.Sompel JV Private Limited vi.Aryavrat Fincon Private Limited
Committee positions held in other Companies as on March 31, 2022	Nil
Audit Committee	Nil
Stakeholders’ Relationship Committee	Nil
Others	Nil

The following additional information as required by Section II of Part II of Schedule V to the Companies Act, 2013:

General Information	General Information
1	Nature of industry	The Company is engaged in the production of beer; and blendingand bottlingof IMFL

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	2	Date or expected date of commencement of commercialproduction	The Company commenced its business in the year 1993 i.e. theyear in which it was incorporated.	The Company commenced its business in the year 1993 i.e. theyear in which it was incorporated.	The Company commenced its business in the year 1993 i.e. theyear in which it was incorporated.
	3	In case of new companies, expected date of commencement of activities as per project approved by financial institutions appearing in theprospectus.	N.A.
	4	Financialperformance based ongiven indicators are as under:
		Financial Parameters(in Lakhs)	2019-20	2020-21	2021-22
		Total Revenue	40519.80	22815.32	25948.73
		Total Expenses	38138.73	24894.34	27049.32
		Profit/Loss After Tax	1696.48	(1803.61)	(1097.23)
		Dividend Rate	Nil	Nil	Nil
	5	Foreign investments or collaborations, if any.	Foreign holding in the Company as on 30/06/2022 is 1.03% of the Equity Shares Capital of the Company.
II	Information about the appointee:
	1	Name	Mr. Jagdish Kumar Arora
	2	Background details	As mentioned in Annexure A under the heading “Brief Resume and Expertise”
	3	Past remuneration	Same as mentioned in the resolutions at Item No.3 of the Notice convening this Meeting read with explanatory statement thereto.
	4	Recognition or awards	The Visionaries of Madhya Pradesh – by Dainik Bhaskar Group Asia’s Most Promising Leader 2018 – by World Consulting & Research Corporation
	5	Job profile and his suitability	He is the Managing Director. Taking into consideration his vast experience Mr. Jagdish Kumar Arora is best suited for the assigned role.
	6	Remuneration proposed	Same as mentioned in the resolutions at Item No. 3 of the Notice convening this Meeting read with explanatory statement thereto.
	7	Comparative remuneration profile with respect to industry, size of the company, profile of the position and person (in case of expatriates the relevant details would be with respect to the country of his origin)	The proposed remuneration is commensurate with size and nature of the business of the Company and the responsibilities of the appointee. The remuneration do differ from Company to Company in the industry depending of the respective operations.
	8	Pecuniary relationship directly or indirectly with the company, or relationship with the managerial **personnel, if any. **	The Managing Director have pecuniary relationship with the Company in their capacity as Managing Director and he is also Promoter of the Company.
III	Other information:
	1	Reasons of loss or inadequate profits	The Company has been profitable for the last many years except for the last 24 months. The lockdown due to COVID in two successive seasons impacted the operations of the company.

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	2	Steps taken or proposed to be taken for improvement.	The Company has been taking appropriate steps to reduce costs, improve the efficiency of the operations and drive sales.
	3	Expected increase in productivity and profits in measurable terms.	The Company is expected to show an impressive growth in sale as well asprofits in the short to medium term.
IV	Disclosures:		The information and disclosures related to Remuneration and Period of Appointment, Number of Board Meeting attended during the year 2021-22, Chairmanship/ Membership of Committees of the Board of Directors of other listed companies are mentioned in Annexure A hereinabove.
	i.	Termination:	The appointment may be terminated by either Party by giving Three (3) months’ notice in writing of such termination or basic salaryin lieu of noticeperiod.
	ii.	Duties and Responsibilities:	The appointee Director shall perform such duties and responsibilities as entrusted to him by the Board of Directors, subject to superintendence, guidance and control of the Board of Directors.

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SOM DISTILLERIES AND BREWERIES LIMITED Attendance Slip

CIN: L74899DL1993PLC052787

Registered Office: 1A, Zee Plaza, Arjun Nagar, Safdarjung Enclave, Kamal Cinema Road, New Delhi-110029. Email: info@somindia.in, Web: www.somindia.com, Works: Village Rojrachak, Distt. Raisen, MP Ph. No. 011-26169909, 26169712

I/We hereby record my/our presence at the Extra Ordinary General Meeting of the Company held on Friday, the 19[th] day of August, 2022 at 11.30 am at the Factory Premises, Village Rojrachak, Chiklod Road, District Raisen (Madhya Pradesh).

Names and Address of Shareholder:

Folio No/ DPID CLIENTID No. :

SIGNATURE OF THE SHAREHOLDERS OR PROXY NO. OF SHARES HELD

Note: Shareholder/Proxy holder must bring this admission slip to the meeting and hand over at the venue duly signed.

Date: Place:

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Form No. MGT-11 Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : L74899DL1993PLC052787 Name of the company : SOM DISTILLERIES AND BREWERIES LIMITED Registered office : 1A, ZEE PLAZA, ARJUN NAGAR, SAFDARJUNG ENCLAVE, KAMAL CINEMA ROAD, NEW DELHI.110029.

Name of the member (s) : Registered address : E-mail Id : Folio No/ Client Id : DP ID :

I/We, being the member (s) holding ………………………………………. shares of the above-named company, hereby appoint:

Name	:
Address	:
E-mail Id	:
Signature	:	or failing him
Name	:
Address	:
E-mail Id	:
Signature	:	or failing him
Name	:
Address	:
E-mail Id	:
Signature	:	or failing him

==> picture [61 x 59] intentionally omitted <==

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Extra Ordinary General Meeting of the company, to be held on Friday, the 19[th] day of August, 2022 at 11.30 am at the Factory Premises, Village Rojrachak, Chiklod Road, District Raisen (Madhya Pradesh) and at any adjournment thereof in respect of such resolutions as are indicated below:

Sl. No	Resolution	I / We assent to the resolution (FOR)	I / We dissent to the resolution (AGAINST)
SPECIAL BUSINESS
1.	To Increase the Authorised Share Capital and consequent alteration in Clause V of Memorandum of Association in terms of provisions of the Companies Act, 2013, applicable SEBI Regulations
2.	To consider and approve issue of Convertible Equity Warrants to Promoters/ Promoters group and public Investors on Preferential Basis
3.	To approve increase in remuneration to Mr. Jagdish Kumar Arora, Chairman & Managing Director in terms of the provisions of the Companies Act, 2013, applicable SEBI Regulations
4.	To increase the overall Managerial Remuneration of the Directors of the Company
5.	To approve Material Related Party transactions with Som Distilleries Private Limited, Promoter
6.	Approval for giving loan or guarantee or providing security in connection with loan availed by any of the Company's Subsidiary(ies) or any other person specified under section 185 of the Companies Act, 2013

Signed this ……………day of ………….. 2022

Signature of shareholder

Signature of proxy holder(s) Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered office of the company, not less than 48 hours before the commencement of the meeting.	Affix Revenue stamp