Som Distilleries & Breweries Ltd. — Proxy Solicitation & Information Statement 2023

Jul 31, 2023

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)

==> picture [62 x 63] intentionally omitted <==

SDBL/BSE/NSE/2023

31.07.2023

To

	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: CORRIGENDUM TO THE NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY TO BE HELD ON SATURDAY, AUGUST 5, 2023 AT 12:30 P.M.

Dear Sir/Madam,

This has reference to captioned letter informing you about the Extraordinary General Meeting (“EGM”) of Som Distilleries and Breweries Limited (‘the Company”), to be held on Saturday, August 5, 2023 at 12:30 p.m. through Video Conferencing (“VC”) or Other AudioVisual Means (“OAVM”) for seeking approval of shareholders for the matters mentioned in the Notice of the EGM.

A corrigendum has been issued to inform the shareholders of the Company regarding the changes made in the Notice of EGM. A copy of corrigendum to the Notice of EGM is enclosed herewith.

The said corrigendum shall form integral part of the Notice of EGM dated July 8, 2023, circulated to the shareholders of the Company and on and from the date hereof, the Notice of EGM shall always be read in conjunction with this Corrigendum.

All other contents of the Notice of EGM, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

The same information is also available on the company's website i.e. www.somindia.com .

This is for your information and records please.

Thanking you,

For Som Distilleries and Breweries Limited

Digitally signed by NAKUL NAKUL KAM SETHI KAM SETHI Date: 2023.07.31 17:08:50 +05'30'

Nakul Kam Sethi Executive Director DIN: 06512548 Encl: aa

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)

==> picture [62 x 63] intentionally omitted <==

CORRIGENDUM TO THE NOTICE OF EXTRA-ORDINARY GENERAL MEETING OF THE COMPANY

Dear Shareholders

Som Distilleries and Breweries Limited (“the Company”) had dispatched the Notice of Extra Ordinary General Meeting (EOGM) on 14[th] July, 2023 for convening the EOGM scheduled to be held on Saturday, August 5, 2023 at 12:30 p.m. through Video Conferencing (“VC”) or Other Audio Visual Means (“OAVM”).

The Notice has been circulated to the Members of the Company in due compliance with the provisions of the Companies Act, 2013 read with the relevant Rules made thereunder.

This Corrigendum to the EGM Notice ("Corrigendum") is being issued to provide notice of amendments and additional details as mentioned herein. The issuance of this Corrigendum is in accordance with the provisions of SEBI, ICDR, Regulations and instructions received from the National Stock Exchange of India Limited (“NSE”), as per their letter NSE/LIST/36513 dated July 28, 2023 pursuant to the application submitted by the Company for in-principle approval from NSE for the issuance of 250000 (Two Lakhs and Fifty Thousands) Equity Shares to non-promoters and 5150000 (Fifty One Lakhs and Fifty Thousands) Convertible Warrants into Equity Shares to Promoters, Promoter’s Group and non-promoters.

Additional information in Explanatory Statement to Item No.1 and 2 in the Notice of EOGM

1. In respect of the valuation report dated July 8, 2023 issued by Mr. Sanka Hari Surya IBBI Registered Valuer (Registration no. IBBI/RV/07/2019/12576), which is referenced in Point No.4 on page No.19, Point No.1 on page No.24, Point No.2 on page No.25 and wherever the reference is drawn to the Valuation Report forming part of Explanatory Statement annexed to the EOGM Notice. In respect of the aforesaid matters, the Members are requested to take note of the following:

Pursuant to the clarification sought by National Stock Exchange of India Limited, the Valuation Report has been replaced, which inter alia sets out the values derived under different methods considered relevant by the Registered Valuer in its above referred Valuation Report. The Revised Valuation Report can also be accessed on the Company website on the same link as provided in the notice of EOGM i.e. https://www.somindia.com/pdf/valuation-report-by-registered-valuer-preferentialissue.pdf

Further, we confirm that even after considering the Valuation Report as required there is no change in pricing of shares as provided in Valuation Report dated 8[th] July, 2023.

1. In respect of the ‘Repayment of loans’ (Pay off some of the existing loans/ Partial repayment of existing loans taken by the Company) as an object of the issue which is referenced on Page No.17 (under the heading “objective of the proposed Preferential Issue of Equity Shares and Convertible Equity Warrants and Utilization of proceeds of the Preferential Issue” ) and on Page No.18 (under the heading “Schedule of Implementation

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)

==> picture [62 x 63] intentionally omitted <==

and Deployment of Funds ”) and wherever the reference is drawn to above objects forming part of Explanatory Statement annexed to the EOGM Notice. In respect of the aforesaid matters, the Members are requested to take note of the following:

The ‘Repayment of loans’ (Pay off some of the existing loans/ Partial repayment of existing loans taken by the Company) as an object of the issue relates to paying off unsecured loans availed by the Company for Working Capital during the Covid. The same will be pay off in following manner:

Particulars	Amount (in ₹ Crore)
Unsecured Loan as on 31.03.2023	72.22
Repayment through the proceeds of the Preferential Issue	(30.00)
Outstanding Unsecured Loan after the repayment.	42.22

The fund requirements and proposed utilisation schedule for repayment of loans above are based on current general economic and market conditions and business needs, and the actual deployment of funds will depend on a number of factors, including changes in costs, financial condition, business and strategy or external circumstances such as financial and market conditions, competitive environment, inflation, pandemic and related Government requirements, employment and disposable income levels, demographic trends, technological changes, changing customer preferences, interest or exchange rate fluctuations and finance charges, increasing regulations or changes in government policies, which may not be in Company’s control.”

This corrigendum shall form integral part of the Notice of EOGM dated July 8, 2023, circulated to the shareholders of the Company and on and from the date hereof, the Notice pf EGM shall always be read in conjunction with this Corrigendum. Accordingly, all concerned stakeholders are requested to take note of the above correction. This corrigendum will be available on the website of the Company at www.somindia.com besides being communicated to the stock exchanges where shares of the Company are listed. All other contents of the Notice of EOGM, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.

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 31, 2023