Directors Report of Som Distilleries & Breweries Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 32nd Annual Report
together with the Financial Statements (Standalone and Consolidated)
of the Company for the Financial Year ended March 31,2025.

FINANCIAL HIGHLIGHTS

A brief overview on Standalone and Consolidated Financial
Performance for the Financial Year ended March 31, 2025 is as follows:

A. STANDALONE FINANCIAL PERFORMANCE

Particulars	31.03.2025 (Audited)	31.03.2024 (Audited)
Revenue from operations	97101.17	88474.41
Other Income	72.44	1180.92
Total Income	97173.61	89655.33
Expenses
Operating Expenditure	50390.72	47925.46
Excise Duty	17731.21	15179.63
Employee Benefit Expense	2118.85	1833.51
Depreciation and amortization expenses	1250.86	1152.91
Other Expenses	17258.94	16144.16
Total Expenses	88750.58	82235.67
Profit before finance cost and tax	8423.03	7419.66
Finance Cost	465.33	719.67
Profit before tax	7957.70	6699.99
Tax Expenses	2185.23	1983.21
Share of profit/(loss) in associates	-	-
Profit before comprehensive income	5772.47	4716.78
Other comprehensive incomes	(28.55)	(0.90)
Total Comprehensive Income for the year (PAT)	5743.92	4715.88

B. CONSOLIDATED FINANCIAL PERFORMANCE

Particulars	31.03.2025 (Audited)	31.03.2024 (Audited)
Revenue from operations	283072.98	246428.96
Other Income	450.21	571.71
Total Income	283523.19	247000.67
Expenses
Operating Expenditure	92580.74	83227.95
Excise Duty	138782.70	118361.66
Employee Benefit Expense	4692.11	3776.47
Depreciation and amortization expenses	2596.61	2134.80
Other Expenses	29397.21	26117.86
Total Expenses	268049.37	233618.74
Profit before finance cost and tax	15473.82	13381.93
Finance Cost	1105.93	1188.79
Profit before tax	14367.89	12193.14
Tax Expenses	3918.26	3543.58

Share of profit/(loss) in associates	-	-
Profit before comprehensive income	10449.63	8649.56
Other comprehensive incomes	(40.86)	(3.24)
Total Comprehensive Income for the year (PAT)	10408.77	8652.80
Total Comprehensive Income for the Period attributable to: Owners of the Company	9553.87	8535.64
Non-Controlling Interest	854.90	117.16

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general
reserves and the entire amount of profit for the year forms part of the
''Retained Earnings''.

DIVIDEND ON EQUITY SHARES

During FY 2024-25 your Board has not recommend any dividend
on equity share in order to conserve Cash and growth plans of the
Company.

The Dividend Distribution Policy as adopted and formulated by
the Board in terms of Regulation 43A of the Listing Regulations is
available on the Company''s website and can be assessed at the link:
https://somindia.com/wp-content/uploads/2024/03/som-dividend-
distribution-policy.pdf

OPERATIONS

During the year under review, on consolidated basis, your Company
registered Gross Revenue of Rs.283523.19 Lacs, whereas the Profit
Before Tax and Total Comprehensive Income (PAT) for the year stood at
Rs.14367.89 Lacs and Rs.10408.77 Lacs respectively. On a standalone
basis, the Company registered Gross Revenue of Rs.97173.61 Lacs,
whereas the Profit Before Tax and Total Comprehensive Income (PAT)
for the year stood at Rs.7957.70 Lacs and Rs.5743.92 Lacs, respectively.

KEY DEVELOPMENTS

The following are the key developments reported by your company -
PRODUCTS -

- The launch of Woodpecker Premium Beer, India''s first twist-cap
beer in Karnataka marks a revolutionary step in the Indian beer
market

"Power Cool brand secured its position as the second most
popular and highest-selling beer in Karnataka”

EXPANSION PLANS -

- Successful commissioned the state-of-the-art wraparound
packaging equipment at our Bhopal canning facility boosts
overall efficiency by approximately 25%

- Woodpecker Greenagri Nutrients Private Limited. A Subsidiary of
our Company, is Setting up a New Greenfield Project in the State
of Uttar Pradesh.

OPERATION -

- Execution of the capex at Odisha is on track and expected to
complete in time to catch the beer season.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are
included in the Corporate Governance Report, which forms part of
this Annual Report.

STATUTORY AUDITOR

M/s AKB Jain & Co., Chartered Accountants, (FRN:003904C) was re¬
appointed by the company as Statutory Auditor in the thirty First
Annual General Meeting held on 28th September, 2024 for a period of
three Consecutive Years .In terms of Provision of section 139 (2) of the
Companies Act, 2013 read with Rules made thereunder, Accordingly
the Auditor hold office until the conclusion of the 34th Annual General
Meeting to held in year 2027.

The Statutory Auditors have submitted a certificate confirming their
eligibility under Section 139 of the Act and meet the criteria for
appointment specified in Section 141 of the Act. Further, the Company
has also received a copy of Peer Review Certificate as prescribed by
the Institute of Chartered Accountant of India to the Auditors and
declaration from the Auditors that they are not disqualified for such
appointment/ reappointment under the said Act.

AUDITOR''S REPORT

The Notes on accounts and observations of the Auditors in their
Report on the Accounts of the Company are self- explanatory.

There were no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their Audit Reports
that may call for any explanation from the Directors.

SECRETARIAL AUDIT COMPLIANCE REPORTS

Pursuant to the provisions of Section 204 of the Companies Act,
2013 read and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed M/s
Neelesh Jain & Associates, Company Secretaries to undertake the
Secretarial Audit of the Company for the FY 2024-25.

The comments of Board on observations of Secretarial Auditor of
the Company in their Report for the FY 2024-25 are self-explanatory
indicated below and the Report of the Secretarial Audit in Form MR-3
is annexed as Annexure I. Further, in terms of Regulation 24A of the
SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, the Company carried out Secretarial Audit of its material
unlisted subsidiaries i.e. (a) Woodpecker Distilleries & Breweries
Private Limited and (b) Som Distilleries and Breweries Odisha Private
Limited, through M/s MM Chawla & Associates, Company Secretaries
in Practice. The reports of the secretarial audit are annexed herewith
as Annexure I (A) & Annexure I (B) respectively. The Annual Secretarial
Compliance Certificate duly signed by M/s N.K. Jain & Associates,
Company Secretaries has been submitted to the Stock Exchanges and
is annexed at Annexure I (C) to this Board''s Report.

Comments by Board on observations of Secretarial Auditor:

Under Companies Act, 2013 -

As per Section 124(6) of the Act read with the IEPF Rules as amended,
all the Shares in respect of which dividend has remained unpaid/
unclaimed for seven consecutive years or more are required to be
transferred to IEPF Account. The Company is in process to send notice /
reminders to the concerned members and to publish notice regarding
the same in newspaper(s).

UNDER LISTING REGULATIONS -

Penalties of Rs.1,88,000 each imposed by both BSE and NSE on the
Company for non-compliance of composition under Regulation 20
and Regulation 21(2) of the SEBI (LODR) Regulations.

Management Response - the Company has submitted fine waiver
applications to both exchanges, citing the grace period permitted
under the respective regulations. The company currently awaiting the
exchanges'' consideration and response to the waiver request.

SECRETARIAL AUDITORS

Pursuant to Section 204 and other applicable provisions, if any, of the
Companies Act, 2013 read with the Companies (Meeting of Board and
its Powers) Rules, 2014 [including any statutory modification(s) or
amendment(s) or re-enactment(s) thereof for the time being in force]
and Regulation 24A (1) (b) of SEBI (Listing Obligations and Disclosure
Requirements) (Third Amendment) Regulations 2024, the Board
of Directors on the recommendation of the Audit Committee had

appointed M/s N.K. Jain & Associates, Company Secretaries, having
Firm Registration No.: S2005MP082700, as Secretarial Auditors of the
Company to hold office for the first term of 5 consecutive years from
FY 2025-26 to FY 2029-2030 at such remuneration as may be decided
by the Board of Directors in consultation with the Secretarial Auditors
of the Company.

The necessary resolution seeking members approval for appointment
of M/s N.K. Jain & Associates, Company Secretaries forms part of AGM
notice.

DETAILS WITH RESPECT TO THE ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors had appointed M/s Sobhani & Agarwal,
Chartered Accountant as the Internal Auditors of the Company for
the F.Y. 2024-25. Internal Financial Control & Systems of the Company
has been devised through its extensive experience that ensures
control over various functions of its business. The Company practices
Quality Management System for Design, Planning, Construction
and Marketing. Periodic audits conducted by Internal Auditors and
Statutory Auditors provide means whereby any weakness, whether
financial or otherwise, is identified and rectified in time.

The Audit Committee receives a quarterly update of the key findings
and the action taken report. The details in respect of internal financial
control and their adequacy are included in the Management
Discussion and Analysis, which is a part of this report.

RAISING OF FUNDS THROUGH PREFERENTIAL CUM PRIVATE
PLACEMENT ISSUE

The company was in requirement of funds for working capital & Other
objects for which the company came up with a preferential Cum Private
Placement issue of Equity Shares and convertible equity warrants
of approx. Rs.148.50 Crore. The proceeds from the preferential issue
of equity shares were fully utilised during the year for the specified
objects. The period of warrants has been completed

SUB-DIVISION/ SPLIT OF EQUITY SHARES

The members vide resolution passed in Extraordinary General Meeting
on April 30, 2024 approved the sub-division/ split of 1 (One) fully paid-
up equity share having face value of ^5.00 (Rupees Five only) each into
1 (One) fully paid up equity shares having face value of ^2.00 (Rupee
Two only) each and consequential alteration in the existing Capital
Clause of the Memorandum of Association (MOA) of your Company.

After the requisite approvals of the Stock Exchanges i.e. BSE and NSE
and the depositories i.e. NSDL and CDSL, new ISIN (INE480C01038)
was allotted to your Company. The effect of change in face value of the
share was reflected on the share price at the Stock Exchanges where
your Company is listed (BSE and NSE) effective from May 24, 2024 i.e.
record date for the purpose of sub-division/ split of equity shares of
your Company.

As a result of the sub-division/ split of equity shares of your Company,
it has become more affordable and encouraged participation of
investors at large.

Accordingly, the capital structure of your Company post sub-division/
split of equity shares aon on 31.03.2025 is as follows:

Type of Capital	No. of Equity	Face Value (in ?)	Total Share Capital (in ?)
Authorised Share	250000000	? 2/-	500000000
Capital
Issued, Subscribed	205901312	? 2/-	411802624
and Paid-up Share Capital

CHANGE IN NAME OF THE COMPANY

On recommendation by the Board, the shareholders of the company in
the Extra-Ordinary General Meeting held through Other Audio Visual
Means (OAVM) on April, 30, 2024, has approved the change of name
of the Company from ''Som Distilleries Breweries & Wineries Limited'' to

''Som Distilleries and Breweries Limited. The Certificate w.r.t. change of
Name is received from the concerned ROC.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

As on March 31,2025, the Company has 2 (Two) Subsidiary Companies,
one being Wholly Owned Subsidiary i.e. Som Distilleries and Breweries
Odisha Private Limited and the other one being Subsidiary Company
Woodpecker Distilleries & Breweries Private Limited. List of companies
which have been consolidated at the year-end is given in the
Significant Accounting Policies of the Consolidated Audited Financial
Statements of the Company. The company is also having an associate
company Woodpecker Greenagri Nutrients Pvt. Ltd.

There has been no material change in the nature of the business of
the Subsidiaries. A separate statement containing the report on the
performance and financial position of each of subsidiaries is included
in the consolidated financial statements of the Company forming part
of this Annual Report.

ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to applicable Accounting Standards on Consolidated
Financial Statements and Financial Reporting issued by the ICAI
and as prescribed by Securities and Exchange Board of India (SEBI),
Consolidated Financial Statements, which includes the financial
information of the subsidiaries, are enclosed and forms part of this
Annual Report.

As per the provision of first proviso of Section 129(3) of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014,
the Financial Statements of the Subsidiary Companies have not been
attached to the Annual Report. However, Company has attached
along with its financial statements a separate statement containing
the salient features of financial statements of its subsidiaries in Form
AOC-1.

Further, the Annual Accounts of the Subsidiary Companies and the
detailed related information shall be made available to shareholders
of the Company and of its Subsidiary Companies upon request and
the Annual Accounts of the subsidiary companies shall also be kept for
inspection by any shareholder in the head office of the Company and
the office of its subsidiary companies. Further, the annual accounts for
the FY 2024-25 of both the subsidiary companies are available on the
website of the Company i.e., www.somindia.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

As per Regulation 34 of the SEBI Listing Regulations, a Business
Responsibility and Sustainability Reporting is annexed as Annexure II
and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board, upon the recommendation of the CSR Committee, has
adopted CSR Policy and initiated its implementation. The CSR Policy is
available on the Company''s website www.somindia.com.

The details pertaining to composition of CSR Committee are included
in the Corporate Governance Report, which forms part of this Annual
Report. The Annual Report on CSR activities is annexed as Annexure
III.

POLICY ON SEXUAL HARASSMENT

The Company has Internal Complaints Committee (ICC) with Ms.
Anamma Bosco as (Presiding Officer), Mr. Nakul Kam Sethi (Member),
Mr. Rajesh Dubey (Member) and Ms. Madhuri Goel a member from
an NGO, in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

All female employees are covered under the Policy. There was no
complaint received from any employee during the FY 2024-25 and
hence no complaint is outstanding as on March 31, 2025 for redressal.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPS)

In accordance with the provisions of Section 152(6) of the Companies
Act, 2013, Mr. Nakul Kam Sethi (DIN: 06512548), Wholetime Director
of the Company retires by rotation at the ensuing Annual General

Meeting ("AGM”) of the Company and being eligible, offers himself
for re-appointment. The Board on the recommendation of the
Nomination & Remuneration Committee ("NRC”) has recommended
his re-appointment in the ensuing AGM.

Ms. Nishi Arora (DIN: 07021730), Non-Executive/Independent Director
has ceased from the Board of the Company w.e.f. November 14,

2024 as her term got expired. The Board appreciated Ms. Nishi Arora
valuable contribution during her tenure as Independent Director of
the Company.

Mr. Jagdish Kumar Arora (DIN: 00224633) was re-appointed as
Chairman and Managing Director of the Company for a further period
of 5 years with effect from February 4, 2025 and such re-appointment
was approved by the Shareholders at the Extraordinary General
Meeting of the company held on March 24, 2025.

Mr. Uma Kant Samal (DIN: 08669929) was re-appointed as Non-
Executive/Independent Director of the Company on Attaining the age
of 75 years for a further period of 2 years with effect from April 20,

2025 and such re-appointment was approved by the Shareholders at
the Extraordinary General Meeting of the company held on March 24,
2025.

Mr. Rajesh Kumar Dubey (DIN: 10912000) was Appointed as Whole
Time Director of the Company for a period of 5 years with effect
from January 28, 2025 and such Appointment was approved by the
Shareholders at the Extraordinary General Meeting of the company
held on March 24, 2025.

Mr. Rajat Batra (DIN: 02695119) was Appointed as Non-Executive Non¬
Independent Director of the Company for a period of 5 years with
effect from January 28, 2025 and such Appointment was approved
by the Shareholders at the Extraordinary General Meeting of the
company held on March 24, 2025.

The Company has formulated a policy on ''familiarisation programme
for independent directors''which is available on the Company''s website
at the link https://somindia.com/wp-content/uploads/2024/03/SOM-
Familiarization-Programme-for-Independent-Directors.pdf

BOARD AND ITS COMMITTEES

The Board, as on March 31, 2025 comprises 8 Members - 3 Executive
Directors and 4 Non-Executive/Independent Directors and 1 Non-
Executive/ Non-Independent Director. During the period under review,
your directors met 7 (Seven) times. The maximum time-gap between
any two consecutive meetings was within the period prescribed under
the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Details of number of meetings
of Board and various Committees attended during the year by each
Director/ Member is disclosed in the Corporate Governance Report
forming part of this Annual Report.

The Board, as on March 31, 2025 has Seven Committees namely,
Audit Committee, Nomination and Remuneration Committee,
Corporate Social Responsibility Committee, Stakeholder Relationship
Committee, Risk Management Committee, Executive Legal and
Borrowing Committee and Fund Raising Committee.

A detailed note on the composition of the Board and Committees
including meetings, attendance thereat is provided in the Corporate
Governance Report which forms part of this Annual Report.

Mr. Jagdish Kumar Arora (DIN: 00224633), is the Chairman and
Managing Director, Mr. Nakul Kam Sethi (DIN: 06512548) is the Whole
time Director, Mr. Nitin Malviya is the Chief Financial Officer and Mr.
Om Prakash Singh is the Company Secretary & Compliance Officer of
the Company.

INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on January 28, 2025, without the
attendance of Non-Independent Directors and members of the
Management. The Independent Directors reviewed the performance
of non-independent directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account
the views of Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of information

between the Company Management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

COMPLIANCE OF THE SECREATARIAL STANDARDS ISSUED BY ICSI

The Board confirms that, during the period under review, the Company
has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) as amended from time
to time.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to
the Board that they fulfil all the requirements as stipulated in Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015;
So, as to qualify themselves to be appointed as Independent Directors
under the provisions of the Companies Act, 2013 and the relevant
rules thereof.

In the opinion of the Board, they fulfil the condition for appointment/
re-appointment as Independent Directors on the Board. Further, in
the opinion of the Board, the Independent Directors also possess
the attributes of integrity, expertise and experience as required to
be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules,
2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies
Act, 2013, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year
ended March 31, 2025, the applicable Accounting Standards
have been followed and there are no material departures;

b. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as on March 31, 2025 and of the
profit of the Company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting
fraud and other irregularities; and

d. The Directors had prepared the financial statements of the
Company for the Financial Year ended March 31,2025 on a ''going
concern'' basis.

e. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, details of the Employees are set out in Annexure IV.

Further, during the year under review, no director has received any
commission from the Company accordingly the provision of Section
197(14) of the Act are not applicable to the Company.

DISCLOSURE RELATING TO SOM EMPLOYEES STOCK OPTION PLAN
SCHEME 2020

The Company has "SOM Employees Stock Option Plan Scheme 2020”
("SOM ESOP-2020”). The company with requisite approvals had
extended the benefits of the SOM ESOP-2020 scheme for the benefit
of permanent Employees and/ or Directors of the Company and/
or subsidiary company(ies), as may be permissible under the SEBI
Regulations.

During the year under review, the Company did not issue/grant any
options under "SOM ESOP-2020 scheme”.

Accordingly, there are no outstanding options under SOM ESOP-2020
as on March 31,2025 and no disclosures in terms of Companies (Share
Capital and Debenture) Rules, 2014 and Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 is required.

Further the Company had received the in-principle approval from
the stock exchanges for the for implementation of SOM ESOP-2020
scheme in terms of the amended regulations.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/
TECHNOLOGY/ ABSORPTION/ FOREIGN EXCHANGE EARNING AND
OUTGO

The information required pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with Companies (Accounts) Rules, 2014
pertaining to Conservation of Energy, Research & Development,
Technology Absorption is set out in Annexure V.

INVESTOR RELATIONS

As per the SEBI Master Circular No. SEBI/HO/OIAE/IGRD/P/CIR/2022
/0150 dated November 7, 2022, the Company is timely redressing
the Investor Complaints through the SEBI complaints Redress System
(SCORES). As a part of compliance, the Company has a Stakeholder
Relationship Committee to redress the issues relating to investors.
It consists of Three Members namely Mr. Satpal Kumar Arora,
Chairperson, Mr. Rajesh Kumar Dubey and Mr. Nakul Kam Sethi, as
Members.

The details of this Committee are provided in the Corporate
Governance Report forming part of the Annual Report.

LISTING

The equity shares of the Company are listed on the National Stock
Exchange of India Ltd. (NSE) and BSE Limited (BSE). The Company has
paid annual listing fees for FY 2024-25 has already been paid to the
credit of both the Stock Exchanges.

CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and
Exchange Board of India''s Corporate Governance practices and have
implemented all the stipulations prescribed. Secretarial compliances,
reporting, intimations etc. Under the Companies Act, 2013, listing
agreement(s) and other applicable laws, rules and regulations are
noted in the Board/ Committee Meetings from time to time. The
Company has implemented several best corporate governance
practices as prevalent globally.

The Corporate Governance Report as stipulated under Regulation
34(3) and other applicable Regulations read with Part C of Schedule V
of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Report.

CERTIFICATE ON CORPORATE GOVERNANCE FROM PRACTICING
COMPANY SECRETARIES

The requisite Certificate from the Company secretary in practice, M/s
N.K. Jain & Associates, Company Secretaries, confirming compliance
with the conditions of Corporate Governance as stipulated under
Regulation 34(3) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 read with Part E of Schedule V of the
aforesaid Regulations, forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under
Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2025 is available
on the Company''s website and can be accessed at the Company''s
website under the weblink https://www.somindia.com

DEPOSITS

Your Directors'' state that no disclosure or reporting is required in
respect of Details relating to deposits covered under Chapter V of the

Act, as there were no transactions on these items during the financial
year under review.

COST RECORDS

Maintenance of cost records and requirement of cost audit as
prescribed under the provisions of Section 148(1) of the Companies
Act, 2013 are not applicable to the business activities of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED
PARTIES

All contracts/ arrangements/ transaction entered by the Company
during the financial year with related parties were in the ordinary
course of business and on arm''s length basis.

During the year, the Company had entered any contract/arrangement/
transaction with the related parties which could be considered
material in accordance with the Policy of the Company on materiality
of related party transactions. The details of related party transactions
in form AOC-2 is enclosed as Annexure-VI. The RPT Policy is available
on the Company''s website under the weblink https://www.somindia.
com. Your Directors'' draw attention of the Members to Note no. 42 of
the financial statements which set out related party disclosure.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The particulars of loans given, investments made and guarantees
provided by the Company under Section 186 of the Companies Act,
2013, have been disclosed in the financial statements provided in this
Integrated Annual Report. Please refer to the Notes of the Standalone
Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

There was no significant and material order passed by the regulators or
courts or tribunals impacting the going concern status and Company''s
operations in future.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position
of the Company occurred between the end of the financial year to
which these financial statements relate till the date of this report.

Your director''s draw attention of the Members to Note no. 36 of the
financial statements which set out Contingent Liabilities.

PERFORMANCE EVALUATION

SEBI (Listing Obligations & Disclosure Requirements) Regulations,
2015, mandates that the Board shall monitor and review the Board
evaluation framework. The framework includes the evaluation of
Directors on various parameters.

Companies Act, 2013 states that a formal annual evaluation needs
to be made by the Board on its own performance and that of its
Committees, Chairman of the Board and Individual Directors.
Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent Directors shall be done by the entire Board
of Directors, excluding the Directors being evaluated.

The Company has adopted adequate Policy for the evaluation of
its Director including independent Director and for the evaluation
of the performance of Board and its Committee; the above referred
evaluation has been made in accordance with the stated Policy which
is available on the website of the Company under the weblink https://
www.somindia.com

DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act

Date: September 5, 2025

2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Board of Directors on the
recommendation of Nomination and Remuneration Committee
has framed a Policy for the appointment of Directors and Senior
Management and their remuneration which is available on the website
of the Company under the weblink https://www.somindia.com The
details pertaining to composition of Nomination and Remuneration
Committee are included in the Corporate Governance Report, which
forms part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has adopted the Risk Management Policy which is
aimed at creating and protecting shareholders value by minimizing
threats and losses and identifying and maximizing opportunities. Your
Directors periodically review the risks associated with the business or
threaten the prospect of the Company. The Risk Management Policy
is available on the website of the Company under the weblink https://
www.somindia.com.

WHISTLE BLOWER POLICY

The Company has a vigil mechanism named as Whistle Blower Policy
of the Company, an avenue to raise concern and access in good faith
the Chairman of the Audit Committee which provide for adequate
safeguard against victimization of person. The Policy on Whistle
Blower Policy is available on the website of the Company under the
weblink https://www.somindia.com.

CREDIT RATING

The company''s long-term bank loan ratings have been upgraded
from BBB to A- by Infomerics. This upgrade reflects the company''s
continued commitment to financial strength, stability, and strategic
growth.

OTHER DISCLOSURES AND AFFIRMATIONS

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the
Company affirms that for the year ended on March 31,2025:

a. There were no proceedings, either filed by the Company or
against the Company, pending under the Insolvency and
Bankruptcy Code, 2016, before the National Company Law
Tribunal or any other court.

b. There was no instance of one-time settlement with any bank or
financial institution.

ACKNOWLEDGMENT

Your Directors'' would like to express their sincere appreciation
for assistance and co-operation received from the vendors and
stakeholders including financial institutions, banks, Central & State
Government Authorities, other business associates, who have
extended their valuable sustained support and encouragement
during the year under review.

The relationship with the employees remained cordial during the year.
Your Directors'' are thankful to the shareholders and customers for their
continued patronage. Your Directors'' wish to place on record their
appreciation for solidarity, cooperation and support of employees and
all stakeholders.

CAUTIONARY STATEMENT

Statement made in the Annual Report, including those stated under
the caption "Management Discussion and Analysis” describing
the Company''s plans, executions, achievements, projections and
expectations may include approximations and may constitute
"forward looking statement” within the meaning of applicable laws
and regulations. Actual results may differ materially from those either
expressed or implied.

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

Sd/-
J.K. Arora

Chairman and Managing Director
(DIN: 00224633)

---

Mar 31, 2024

Your Directors have pleasure in presenting the 31st Annual Report together with the Financial Statements (Standalone and Consolidated) of the Company for the Financial Year ended March 31,2024.

FINANCIAL HIGHLIGHTS

A brief overview on Standalone and Consolidated Financial Performance for the Financial Year ended March 31, 2024 is as follows:

A. STANDALONE FINANCIAL PERFORMANCE

(Rupees in Lakhs)

Particulars	31.03.2024 (Audited)	31.03.2023 (Audited)
Revenue from operations	88474.41	57242.44
Other Income	1180.92	91.06
Total Income	89655.33	57333.50
Expenses
Operating Expenditure	47925.46	29219.58
Excise Duty	15179.63	8985.90
Employee Benefit Expense	1833.51	1339.85
Depreciation and amortization expenses	1152.91	901.37
Other Expenses	16144.16	12220.97
Total Expenses	82235.67	52667.67
Profit before finance cost and tax	7419.66	4665.83
Finance Cost	719.67	908.69
Profit before tax	6699.99	3757.14
Tax Expenses	1983.21	1053.43
Share of profit/(loss) in associates	-	-
Profit before comprehensive income	4716.78	2703.71
Other comprehensive incomes	(0.90)	5.03
Total Comprehensive Income for the year (PAT)	4715.88	2708.74

B. CONSOLIDATED FINANCIAL PERFORMANCE

(Rupees in Lakhs)

Particulars	31.03.2024 (Audited)	31.03.2023 (Audited)
Revenue from operations	246428.96	149804.50
Other Income	571.71	133.19
Total Income	247000.67	149937.69
Expenses
Operating Expenditure	83227.95	48526.79
Excise Duty	118361.66	69136.82
Employee Benefit Expense	3776.47	2676.55
Depreciation and amortization expenses	2134.80	1701.09
Other Expenses	26117.86	19254.68
Total Expenses	233618.74	141295.93
Profit before finance cost and tax	13381.93	8641.76
Finance Cost	1188.79	1596.77
Profit before tax	12193.14	7044.99
Tax Expenses	3543.58	1014.76

Share of profit/(loss) in associates	-	-
Profit before comprehensive income	8649.56	6030.23
Other comprehensive incomes	3.24	10.67
Total Comprehensive Income for the year (PAT)	8652.80	6040.90
Total Comprehensive Income for the Period attributable to: Owners of the Company	8535.64	6040.90
Non-Controlling Interest	117.16	0.00

TRANSFER TO RESERVES

Your Directors do not propose to transfer any amount to the general reserves and the entire amount of profit for the year forms part of the ''Retained Earnings''.

DIVIDEND ON EQUITY SHARES

During FY 2023-24 your Board has not recommend any dividend on equity share in order to conserve Cash and growth plans of the Company.

The Dividend Distribution Policy as adopted and formulated by the Board in terms of Regulation 43A of the Listing Regulations is available on the Company''s website and can be assessed at the link: https:// www.somindia.com/pdf/sebi/som-dividend-distribution-policy.pdf.

OPERATIONS

During the year under review, on consolidated basis, your Company registered Gross Revenue of Rs. 247000.67 Lacs, whereas the Profit Before Tax and Total Comprehensive Income (PAT) for the year stood at Rs. 12193.14 Lacs and Rs. 8652.80 Lacs respectively. On a standalone basis, the Company registered Gross Revenue of Rs. 89655.33 Lacs, whereas the Profit Before Tax and Total Comprehensive Income (PAT) for the year stood at Rs. 6699.99 Lacs and Rs. 4715.88 Lacs, respectively.

KEY DEVELOPMENTS

The following are the key developments reported by your company -PRODUCTS -

- Flagship brand "Hunter” has achieved remarking success and proudly held the top spot as the best selling strong beer in Delhi.

- Power Cool has established itself as the brand of Choice in Karnataka.

- Introduction of new Strong Beer brand ''Legend'' in the State of Karnataka

EXPANSION PLANS -

- Commercial Production at the Hassan Plant, Karnataka has commenced after successful trail Production for Increased beer Capacity, enhancing Production capabilities to meet growing demand.

- Expanded Canning line at Bhopal is now in full commercial production, enabling greater efficiency in packing operations.

- Entered into a Strategic Contract Manufacturing agreement in Jammu and Kashmir for the Production of IMFL, targeting the delivery of High Quality Products to the Canteen Stores Departments.

- Strategic tie up with Carlsberg now started Production at our Plant in Odisha. Meeting the Highest Industry Standards while minimizing its environment footprint.

OPERATION -

- Secured a Substantial and dominant market share of 45% within the beer Industry across the state of Madhya Pradesh.

- Entered into a Strategic Contract Manufacturing agreement in Jammu and Kashmir for the Production of IMFL, targeting the delivery of High Quality Products to the Canteen Stores Departments.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

STATUTORY AUDITOR

M/s AKB Jain & Co., Chartered Accountants, (FRN:003904C) the Statutory Auditors of the Company, will hold office till the conclusion of the thirty First Annual General Meeting of the Company. The Board has recommended the re-appointment of M/s AKB Jain & Co., Chartered Accountants, (FRN:003904C) as the statutory auditors of the Company, for a term of three consecutive years, from the conclusion of the thirty first Annual General Meeting scheduled to be held in the year 2024 till the conclusion of the thirty-fourth Annual General Meeting to be held in the year 2027, for approval of shareholders of the Company, based on the recommendation of the Audit Committee.

The Statutory Auditors have submitted a certificate confirming their eligibility under Section 139 of the Act and meet the criteria for appointment specified in Section 141 of the Act. Further, the Company has also received a copy of Peer Review Certificate as prescribed by the Institute of Chartered Accountant of India to the Auditors and declaration from the Auditors that they are not disqualified for such appointment/ reappointment under the said Act.

AUDITOR''S REPORT

The Notes on accounts and observations of the Auditors in their Report on the Accounts of the Company are self- explanatory.

There were no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Reports that may call for any explanation from the Directors.

SECRETARIAL AUDIT COMPLIANCE REPORTS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Neelesh Jain & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2023-24.

The comments of Board on observations of Secretarial Auditor of the Company in their Report for the FY 2023-24 are self-explanatory indicated below and the Report of the Secretarial Audit in Form MR-3 is annexed as Annexure I. Further, in terms of Regulation 24A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company carried out Secretarial Audit of its material unlisted subsidiaries i.e. (a) Woodpecker Distilleries & Breweries Private Limited and (b) Som Distilleries and Breweries Odisha Private Limited, through M/s MM Chawla & Associates, Company Secretaries in Practice. The reports of the secretarial audit are annexed herewith as Annexure I-A & Annexure I-B respectively. The Annual Secretarial Compliance Certificate duly signed by M/s N.K. Jain & Associates, Company Secretaries has been submitted to the Stock Exchanges and is annexed at Annexure I-C to this Board''s Report.

Comments by Board on observations of Secretarial Auditor:

Under Companies Act, 2013 -

As per Section 124(6) of the Act read with the IEPF Rules as amended, all the Shares in respect of which dividend has remained unpaid/ unclaimed for seven consecutive years or more are required to be transferred to IEPF Account. The Company is in process to send notice / reminders to the concerned members and to publish notice regarding the same in newspaper(s).

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 -

Inadequate disclosure by the Company regarding deferment of preferential allotment of share warrants to Promoters / Promoter''s Group. SEBI AO imposed fine of Rs.5 Lakh on the Company and an appeal has been filed by the Company with SAT.

Management Response - The Company has paid fine under Protest. The company feels that adequate disclosure was given to stock exchanges keeping that in mind an appeal has been filed with SAT regarding the same.

DETAILS WITH RESPECT TO THE ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Board of Directors had appointed M/s Sobhani & Agarwal, Chartered Accountant as the Internal Auditors of the Company for the F.Y. 2023-24. Internal Financial Control & Systems of the Company has been devised through its extensive experience that ensures control over various functions of its business. The Company practices Quality Management System for Design, Planning, Construction and Marketing. Periodic audits conducted by Internal Auditors and Statutory Auditors provide means whereby any weakness, whether financial or otherwise, is identified and rectified in time.

The Audit Committee receives a quarterly update of the key findings and the action taken report. The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this report.

RAISING OF FUNDS THROUGH RIGHTS ISSUE & PREFERENTIAL CUM PRIVATE PLACEMENT ISSUE

The company was in requirement of funds for working capital & other objects for which the company came up with a rights issue of equity shares of approx. Rs.48.94 Crores and a preferential Cum Private Placement issue of Equity Shares and convertible equity warrants of approx. Rs.148.50 Crore. The proceeds from the rights issue and preferential issue of equity shares was fully utilised during the year for the specified objects. The period of warrants is ongoing.

SUB-DIVISION/ SPLIT OF EQUITY SHARES

The members vide resolution passed in Extraordinary General Meeting on April 30, 2024 approved the sub-division/ split of 1 (One) fully paid-up equity share having face value of ^5.00 (Rupees Five only) each into 1 (One) fully paid up equity shares having face value of ^2.00 (Rupee Two only) each and consequential alteration in the existing Capital Clause of the Memorandum of Association (MOA) of your Company.

After the requisite approvals of the Stock Exchanges i.e. BSE and NSE and the depositories i.e. NSDL and CDSL, new ISIN (INE480C01038) was allotted to your Company. The effect of change in face value of the share was reflected on the share price at the Stock Exchanges where your Company is listed (BSE and NSE) effective from May 24, 2024 i.e. record date for the purpose of sub-division/ split of equity shares of your Company.

As a result of the sub-division/ split of equity shares of your Company, it has become more affordable and encouraged participation of investors at large.

Accordingly, the capital structure of your Company post sub-division/ split of equity shares is as follows:

	No. of Equity	Face	Total Share
Type of Capital		Value (in ?)	Capital (in ?)
Authorised Share Capital	250000000	? 2/-	500000000
Issued, Subscribed and Paid-up Share Capital	194988432	? 2/-	389976864

CHANGE IN NAME OF THE COMPANY

On recommendation by the Board, the shareholders of the company in the Extra-Ordinary General Meeting held through Other Audio Visual Means (OAVM) on April, 30, 2024, had approved the change of name of the Company from ''Som Distilleries Breweries & Wineries Limited'' to ''Som Distilleries and Breweries Limited. The Certificate w.r.t. change of Name has been received from the concerned ROC.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

As on March 31,2024, the Company has 2 (Two) Subsidiary Companies, one being Wholly Owned Subsidiary i.e. Som Distilleries and Breweries Odisha Private Limited and the other one being Subsidiary Company Woodpecker Distilleries & Breweries Private Limited. List of companies which have been consolidated at the year-end is given in the Significant Accounting Policies of the Consolidated Audited Financial Statements of the Company. During the year Woodpecker Distilleries & Breweries Private Limited ceased to be wholly owned subsidiary of the company.

There has been no material change in the nature of the business of the Subsidiaries. A separate statement containing the report on the performance and financial position of each of subsidiaries is included in the consolidated financial statements of the Company forming part of this Annual Report.

ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to applicable Accounting Standards on Consolidated Financial Statements and Financial Reporting issued by the ICAI and as prescribed by Securities and Exchange Board of India (SEBI), Consolidated Financial Statements, which includes the financial information of the subsidiaries, are enclosed and forms part of this Annual Report.

As per the provision of first proviso of Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the Financial Statements of the Subsidiary Companies have not been attached to the Annual Report. However, Company has attached along with its financial statements a separate statement containing the salient features of financial statements of its subsidiaries in Form AOC-1.

Further, the Annual Accounts of the Subsidiary Companies and the detailed related information shall be made available to shareholders of the Company and of its Subsidiary Companies upon request and the Annual Accounts of the subsidiary companies shall also be kept for inspection by any shareholder in the head office of the Company and the office of its subsidiary companies. Further, the annual accounts for the FY 2023-24 of both the subsidiary companies are available on the website of the Company i.e., www.somindia.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

As per Regulation 34 of the SEBI Listing Regulations, a Business Responsibility and Sustainability Reporting is annexed as Annexure II and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board, upon the recommendation of the CSR Committee, has adopted CSR Policy and initiated its implementation. The CSR Policy is available on the Company''s website www.somindia.com.

The details pertaining to composition of CSR Committee are included in the Corporate Governance Report, which forms part of this Annual Report. The Annual Report on CSR activities is annexed as Annexure III.

POLICY ON SEXUAL HARASSMENT

The Company has Internal Complaints Committee (ICC) with Ms. Anamma Bosco as (Presiding Officer), Mr. Nakul Kam Sethi (Member), Mr. Rajesh Dubey (Member) and Ms. Madhuri Goel a member from an NGO, in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

All female employees are covered under the Policy. There was no complaint received from any employee during the FY 2023-24 and hence no complaint is outstanding as on March 31,2024 for redressal.

BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL (KMPS)

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Nakul Kam Sethi (DIN: 06512548), Wholetime Director of the Company retires by rotation at the ensuing Annual General Meeting ("AGM”) of the Company and being eligible, offers himself for re-appointment. The Board on the recommendation of the Nomination & Remuneration Committee ("NRC”) has recommended his re-appointment in the ensuing AGM.

Mr. Rajesh Kumar (DIN: 08732528), Non-Executive/Independent Director had Resigned from the Board of the Company w.e.f. April 14,

2023. The Board appreciated Mr. Kumar''s valuable contribution during his tenure as Independent Director of the Company and noted the content of his resignation letter that there was no material reason for his resignation.

Mr. Nakul Kam Sethi (DIN: 06512548) was re-appointed as Whole time Director of the Company for a further period of 5 years with effect from June 1, 2023 and such re-appointment was approved by the Shareholders at the Extraordinary General Meeting of the company held on August 5, 2023.

Mr. Deena Nath Singh (DIN: 00281542), Non-Executive/Independent Director has Resigned from the Board of the Company w.e.f. December 22, 2023. The Board appreciated Mr. Singh''s valuable contribution during his tenure as Independent Director of the Company and noted the content of his resignation letter that there was no material reason for his resignation.

Mr. Satpal Kumar Arora (DIN: 00061420) was re-appointed as NonExecutive Independent Director of the Company for a further period of 5 years with effect from October 13, 2023 and such re-appointment was approved by the Shareholders at the 30th Annual General Meeting of the company held on September 27, 2023.

Mr. Dinesh Kumar Batra (DIN 08773363) was appointed as NonExecutive Independent Additional Director of the Company for a period of 5 years with effect from January 17, 2024 to January 16, 2029 with effect from January 17, 2024 and has been regularized as a Director (Non-Executive/Independent) of the Company in the Extraordinary General Meeting of the Company held on February 15,

2024.

Ms. Shreyansi Goel (DIN:10164947) was appointed as Non-Executive Independent Additional Director of the Company for a period of 5 years with effect from 5th August 2024 to 4th August 2029 (both days inclusive) and proposed to be regularized as a Director (Non-Executive/Independent) of the Company in the 31st Annual General Meeting of the Company.

The Company has formulated a policy on ''familiarisation programme for independent directors''which is available on the Company''s website at the link https://www.somindia.com/pdf/sebi/SOM-Familiarization-Programme-for-Independent-Directors.pdf

BOARD AND ITS COMMITTEES

The Board, as on March 31, 2024 comprises 7 Members - 2 Executive Directors and 5 Non-Executive/Independent Directors. During the period under review, your directors met 9 (Nine) times. The maximum time-gap between any two consecutive meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Details of number of meetings of Board and various Committees attended during the year by each Director/ Member is disclosed in the Corporate Governance Report forming part of this Annual Report.

The Board, as on March 31, 2024 has Seven Committees namely, Audit Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholder Relationship Committee, Risk Management Committee, Executive Legal and

Borrowing Committee and Fund Raising Committee.

A detailed note on the composition of the Board and Committees including meetings, attendance thereat is provided in the Corporate Governance Report which forms part of this Annual Report.

Mr. Jagdish Kumar Arora (DIN: 00224633), is the Chairman and Managing Director, Mr. Nakul Kam Sethi (DIN: 06512548) is the Whole Time Director, Mr. Rajesh Kumar Dubey is the Chief Financial Officer and Mr. Om Prakash Singh is the Company Secretary & Compliance Officer of the Company.

INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on January 17, 2024, without the attendance of Non-Independent Directors and members of the Management. The Independent Directors reviewed the performance of non-independent directors and the Board as a whole; the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

COMPLIANCE OF THE SECREATARIAL STANDARDS ISSUED BY ICSI

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; So, as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.

In the opinion of the Board, they fulfil the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable Accounting Standards have been followed and there are no material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2024 and of the profit of the Company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d. The Directors had prepared the financial statements of the Company for the Financial Year ended March 31,2024 on a ''going concern'' basis.

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, details of the Employees are set out in Annexure IV.

Further, during the year under review, no director has received any commission from the Company accordingly the provision of Section 197(14) of the Act are not applicable to the Company.

DISCLOSURE RELATING TO SOM EMPLOYEES STOCK OPTION PLAN SCHEME 2020

The Company has "SOM Employees Stock Option Plan Scheme 2020” ("SOM ESOP-2020”). The company with requisite approvals had extended the benefits of the SOM ESOP-2020 scheme for the benefit of permanent Employees and/ or Directors of the Company and/ or subsidiary company(ies), as may be permissible under the SEBI Regulations.

During the year under review, the Company did not issue/grant any options under "SOM ESOP-2020 scheme”.

Accordingly, there are no outstanding options under SOM ESOP-2020 as on March 31,2024 and no disclosures in terms of Companies (Share Capital and Debenture) Rules, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is required.

Further the Company had received the in-principle approval from the stock exchanges for the for implementation of SOM ESOP-2020 scheme in terms of the amended regulations.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/ TECHNOLOGY/ ABSORPTION/ FOREIGN EXCHANGE EARNING AND OUTGO

The information required pursuant to Section 134(3)(m) of the Companies Act, 2013, read with Companies (Accounts) Rules, 2014 pertaining to Conservation of Energy, Research & Development, Technology Absorption is set out in Annexure V.

INVESTOR RELATIONS

As per the Circular No. CIR/OIAE/2/2011 dated June 3, 2011 issued by the Securities and Exchange Board of India, Company is timely redressing the Investor Complaints through the SEBI complaints Redress System (SCORES). As a part of compliance, the Company has a Stakeholder Relationship Committee to redress the issues relating to investors. It consists of three Members namely Mr. Satpal Kumar Arora, Chairperson, Ms. Nishi Arora and Mr. Nakul Kam Sethi, as Members.

The details of this Committee are provided in the Corporate Governance Report forming part of the Annual Report.

LISTING

TThe equity shares of the Company are listed on the National Stock Exchange of India Ltd. (NSE) and BSE Limited (BSE). The Company has paid annual listing fees for FY 2024-25 has already been paid to the credit of both the Stock Exchanges.

CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting, intimations etc. Under the Companies Act, 2013, listing agreement(s) and other applicable laws, rules and regulations are noted in the Board/ Committee Meetings from time to time. The Company has implemented several best corporate governance practices as prevalent globally.

The Corporate Governance Report as stipulated under Regulation

34(3) and other applicable Regulations read with Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Report.

CERTIFICATE ON CORPORATE GOVERNANCE FROM PRACTICING COMPANY SECRETARIES

The requisite Certificate from the Company secretary in practice, M/s N.K. Jain & Associates, Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Part E of Schedule V of the aforesaid Regulations, forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company''s website and can be accessed at the Company''s website under the weblink https://www.somindia.com

DEPOSITS

Your Directors'' state that no disclosure or reporting is required in respect of Details relating to deposits covered under Chapter V of the Act, as there were no transactions on these items during the financial year under review.

COST RECORDS

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the business activities of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

All contracts/ arrangements/ transaction entered by the Company during the financial year with related parties were in the ordinary course of business and on arm''s length basis.

During the year, the Company had entered any contract/arrangement/ transaction with the related parties which could be considered material in accordance with the Policy of the Company on materiality of related party transactions. The details of related party transactions in form AOC-2 is enclosed as Annaxere-VI. The RPT Policy is available on the Company''s website under the weblink https://www.somindia. com. Your Directors'' draw attention of the Members to Note no. 42 of the financial statements which set out related party disclosure.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The particulars of loans given, investments made and guarantees provided by the Company under Section 186 of the Companies Act, 2013, have been disclosed in the financial statements provided in this Integrated Annual Report. Please refer to the Notes of the Standalone Financial Statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

The officials of Income Tax Department had carried out a search operation at the Company''s various business premises under Section 132 of the Income-tax Act, 1961 in November, 2023 where the Company had extended full cooperation to the Income-tax officials during the search and provided all the information sought by them. As on the date of this report, the Company has not received any order from the Income tax department regarding the findings of their investigation / examination.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate till the date of this report

Your director''s draw attention of the Members to Note no. 35 of the financial statements which set out Contingent Liabilities

PERFORMANCE EVALUATION

SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of Directors on various parameters.

Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board on its own performance and that of its Committees, Chairman of the Board and Individual Directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

The Company has adopted adequate Policy for the evaluation of its Director including independent Director and for the evaluation of the performance of Board and its Committee; the above referred evaluation has been made in accordance with the stated Policy which is available on the website of the Company under the weblink https:// www.somindia.com

DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors on the recommendation of Nomination and Remuneration Committee has framed a Policy for the appointment of Directors and Senior Management and their remuneration which is available on the website of the Company under the weblink https://www.somindia.com The details pertaining to composition of Nomination and Remuneration Committee are included in the Corporate Governance Report, which forms part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has adopted the Risk Management Policy which is aimed at creating and protecting shareholders value by minimizing threats and losses and identifying and maximizing opportunities. Your Directors periodically review the risks associated with the business or threaten the prospect of the Company. The Risk Management Policy is available on the website of the Company under the weblink https:// www.somindia.com.

WHISTLE BLOWER POLICY

The Company has a vigil mechanism named as Whistle Blower Policy of the Company, an avenue to raise concern and access in good faith the Chairman of the Audit Committee which provide for adequate safeguard against victimization of person. The Policy on Whistle Blower Policy is available on the website of the Company under the weblink https://www.somindia.com.

CREDIT RATING

The company''s long-term bank loan ratings have been upgraded from BBB to BBB by ICRA. This upgrade reflects the company''s continued commitment to financial strength, stability, and strategic growth.

OTHER DISCLOSURES AND AFFIRMATIONS

Pursuant to the provisions of Companies (Accounts) Rules, 2014, the Company affirms that for the year ended on March 31,2024:

a. There were no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

b. There was no instance of one-time settlement with any bank or financial institution.

ACKNOWLEDGMENT

Your Directors'' would like to express their sincere appreciation for assistance and co-operation received from the vendors and stakeholders including financial institutions, banks, Central & State Government Authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review.

The relationship with the employees remained cordial during the year. Your Directors'' are thankful to the shareholders and customers for their

continued patronage. Your Directors'' wish to place on record their appreciation for solidarity, cooperation and support of employees and all stakeholders.

CAUTIONARY STATEMENT

Statement made in the Annual Report, including those stated under the caption "Management Discussion and Analysis” describing the Company''s plans, executions, achievements, projections and expectations may include approximations and may constitute "forward looking statement” within the meaning of applicable laws and regulations. Actual results may differ materially from those either expressed or implied.

For and on behalf of the Board

Date: September 5, 2024 For Som Distilleries and Breweries Limited

Sd/-J.K. Arora

Chairman and Managing Director (DIN: 00224633)

---

Mar 31, 2023

BOARD''S REPORT

DEAR MEMBERS,

Your Directors have pleasure in presenting the Thirtieth Annual
Report together with the Financial Statements of the Company for the
Financial Year ended March 31,2023.

FINANCIAL HIGHLIGHTS

A brief overview on Stand-Alone and Consolidated Financial
Performance for the Financial Year ended March 31, 2023 is as follows:

A. STANDALONE FINANCIAL PERFORMANCE

Particulars	31.03.2023 (Audited)	31.03.2022 (Audited)
Revenue from operations	57242.44	25932.49
Other Income	91.06	17.35
Total Income	57333.5	25949.84
Expenses
Operating Expenditure	29219.58	12672.06
Excise Duty	8985.90	4632.50
Employee Benefit Expense	1339.85	1145.55
Depreciation and amortization expenses	901.37	898.30
Other Expenses	12220.97	6761.74
Total Expenses	52667.67	26110.15
Profit before finance cost and tax	4665.83	-160.31
Finance Cost	908.69	940.28
Profit before tax	3,757.14	-1,100.59
Tax Expenses	1053.43	-3.36
Share of profit/(loss) in associates	-	-
Profit before comprehensive income	2703.71	-1097.23
Other comprehensive incomes	5.03	14.08
Total Comprehensive Income for the year (PAT)	2708.74	-1083.15

B. CONSOLIDATED FINANCIAL PERFORMANCE

Particulars	31.03.2023 (Audited)	31.03.2022 (Audited)
Revenue from operations	149804.50	65620.82
Other Income	133.19	29.52
Total Income	149937.69	65650.34
Expenses
Operating Expenditure	48526.79	20737.64
Excise Duty	69136.82	29104.52
Employee Benefit Expense	2676.55	2169.85
Depreciation and amortization expenses	1701.09	1677.77
Other Expenses	19254.68	11679.38
Total Expenses	141295.93	65369.16
Profit before finance cost and tax	8641.76	281.18
Finance Cost	1596.77	1535.45
Profit before tax	7044.99	-1254.27

Tax Expenses 1014.76 -270.27

Share of profit/(loss) in associates - -

Profit before comprehensive income 6030.23 -984.00

Other comprehensive incomes 10.67 11.02

Total Comprehensive Income for the

year (PAT) 6040.90 -972.98

TRANSFER TO RESERVES

The Board of the Company has decided to carry entire amount of its
profit to reserves and surplus.

DIVIDEND EQUITY SHARES

During FY 2022-23 the company declared an interim dividend @5%
on its paidup equity shares capital of the company. Your Board did not
recommend any further dividend on equity shares of the company.

In terms of the provisions of Regulation 43A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as
amended (''Listing Regulations''), the Company has formulated a
Dividend Distribution Policy. Policy is available on the Company''s
website and can be accessed at https://www.somindia.com/pdf/sebi/
som-dividend-distribution-policy.pdf

OPERATIONS

During the year under review, on consolidated basis, your Company
registered Gross Revenue of Rs.149937.69 lacs, whereas the Profit
Before Tax and Total Comprehensive Income for the year stood at
Rs.7044.99 lacs and Rs.6040.90 lacs respectively. On a standalone
basis, the Company registered Gross Revenue of Rs.57333.50 lacs,
whereas the Profit Before Tax and Total Comprehensive Income for the
year stood at Rs.3757.14 lacs and Rs.2708.74 lacs, respectively.

KEY DEVELOPMENTS

The following are the key developments reported by your company -
PRODUCTS -

- Genius Prestige whiskey gains 46% market share in Karnataka
segment within 3 months of launch

- Legend Brandy and Pentagon Whisky approved for nationwide
supply by Canteen Stores Department (CSD)

EXPANSION PLANS -

- Execution of an expansion plan of a Capex outlay of Rs. 850
million for the new canning facility at the Bhopal Plant and
expanding the Brewing Facility in Hasan Plant.

- Expansion of the Odisha Plant has been completed in June 2023
at a capex outlay of Rs. 350 million.

OPERATION -

- Highest sales ever recorded in a single month achieved by
Karnataka unit in January

- Contract signed with Radico Khaitan during Q3 FY2023 to
manufacture their IMFL and Ready to Drink brands at our plant
in Hassan, Karnataka, leading to improved utilization of our IMFL
facility

EFFICIENCY -

- The Bhopal plant''s beer dispatch in January 2023 has doubled
compared to the previous year''s corresponding period

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are
included in the Corporate Governance Report, which forms part of
this Annual Report.

STATUTORY AUDITOR

M/s AKB Jain & Co., Chartered Accountants, (FRN:003904C), was re¬
appointed by the Company as the Statutory Auditors in the 29th
Annual General Meeting held on 27th September, 2022 for a period
of Two consecutive years in terms of the provisions of Section 139(2)
of the Companies Act, 2013 read with Rules made thereunder.
Accordingly, the Auditors hold office until the conclusion of the 31st
Annual General Meeting to be held in the year 2024.

The Statutory Auditors have submitted a certificate confirming their
eligibility under Section 139 of the Act and meet the criteria for
appointment specified in Section 141 of the Act. Further, the Company
has also received a copy of Peer Review Certificate as prescribed by
the Institute of Chartered Accountant of India to the Auditors and
declaration from the Auditors that they are not disqualified for such
appointment/ reappointment under the said Act.

The remuneration of M/s AKB Jain & Co., Chartered Accountants for
conducting the statutory audit of the company on a consolidated basis
for FY 2022-23 was Rs.5.77 Lacs (excluding out of pocket expenses).

AUDITOR''S REPORT

The Notes on accounts and observations of the Auditors in their
Report on the Accounts of the Company are self- explanatory.

There were no observations (including any qualification, reservation,
adverse remark or disclaimer) of the Auditors in their Audit Reports
that may call for any explanation from the Directors.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed M/s Neelesh
Jain & Associates, Company Secretaries to undertake the Secretarial
Audit of the Company for the FY 2023-24. The remarks of Secretarial
Auditors were self-explanatory and the same was mentioned in the
Board''s Report.

The comments of Board on observations of Secretarial Auditor of
the Company in their Report for the FY 2022-23 are indicated below
and the Report of the Secretarial Audit in Form MR-3 is annexed as
Annexure I. Further, in terms of Regulation 24A of the SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015, the
Company carried out Secretarial Audit of its material unlisted
subsidiaries i.e. (a) Woodpecker Distilleries & Breweries Private Limited
and (b) Som Distilleries & Breweries Odisha Private Limited, through
M/s MM Chawla & Associates, Company Secretaries in Practice. The
reports of the secretarial audit are annexed herewith as Annexure I (A)
& Annexure I (B) respectively.

Comments by Board on observations of Secretarial Auditor:

As per Section 124(6) of the Act read with the IEPF Rules as amended,
all the Shares in respect of which dividend has remained unpaid/
unclaimed for seven consecutive years or more are required to be
transferred to IEPF Account. The Company is in process to send notice /
reminders to the concerned members and to publish notice regarding
the same in newspaper(s).

INTERNAL AUDIT

The Board of Directors had appointed Mr. Sourabh Tandon as the
Internal Auditors of the Company for the F.Y. 2023-24. Internal Financial
Control & Systems of the Company has been devised through its
extensive experience that ensures control over various functions of
its business. The Company practices Quality Management System
for Design, Planning, Construction and Marketing. Periodic audits
conducted by Internal Auditors and Statutory Auditors provide means

whereby any weakness, whether financial or otherwise, is identified
and rectified in time.

SUBSIDIARY, JOINT VENTURE & ASSOCIATE COMPANIES

The Company has 2 Wholly Owned Subsidiary as on March 31, 2023.
List of companies which have been consolidated at the year-end is
given in the Notes to Accounts.

During the year, the company has made further investment in
99,90,000 equity shares of Rs.10/- each in one of its wholly owned
subsidiary M/s Som Distilleries and Breweries Odisha Private Limited.
There has been no material change in the nature of the business of
the Subsidiaries. A separate statement containing the report on the
performance and financial position of each of subsidiaries is included
in the consolidated financial statements of the Company forming part
of this Annual Report.

ACCOUNTS OF SUBSIDIARY COMPANIES

Pursuant to applicable Accounting Standards on Consolidated
Financial Statements and Financial Reporting issued by the ICAI
and as prescribed by Securities and Exchange Board of India (SEBI),
Consolidated Financial Statements, which includes the financial
information of the subsidiaries, are enclosed and forms part of this
Annual Report.

As per the provision of first proviso of Section 129(3) of the Companies
Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the
balance sheets of the Subsidiary Companies have not been attached
to the Annual Report. However, Company is required to attach along
with its financial statements a separate statement containing the
salient features of financial statements of its subsidiaries in Form AOC-
1.

Further, the Annual Accounts of the Subsidiary Companies and the
related detailed information will be made available to the shareholders
of the Holding and Subsidiary Companies seeking such information
at any point of time and the Annual Accounts of the subsidiary
companies will also be kept for inspection by any member in the
head office of the holding Company and of the subsidiary companies
concerned. Further, the annual accounts for the FY 2022-23 of all the
subsidiary companies are available on the website of the Company i.e.,
www.somindia.com.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

As per Regulation 34 of the SEBI Listing Regulations, a Business
Responsibility and Sustainability Reporting is annexed as Annexure II
and forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board, upon the recommendation of the CSR Committee, has
adopted CSR Policy and initiated its implementation. The CSR Policy is
available on the Company''s website www.somindia.com.

The details pertaining to composition of CSR Committee are included
in the Corporate Governance Report, which forms part of this Annual
Report. The Annual Report on CSR activities is annexed as Annexure III.

POLICY ON SEXUAL HARASSMENT

The Company has Internal Complaints Committee (ICC) with Ms.
Anamma Bosco as (Presiding Officer), Mr. Nakul Sethi (Member), Mr.
Rajesh Dubey (Member), Ms. Madhuri Goel a member from an NGO,
in line with the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
All female employees are covered under the Policy. There was no
complaint received from any employee during the FY 2022-23 and
hence no complaint is outstanding as on March 31,2023 for redressal.

Board of Directors & Key Managerial Personnel (KMPs)

In accordance with the provisions of Section 152(6) of the Companies
Act, 2013, Mr. Nakul Kam Sethi (DIN: 06512548), Wholetime Director
of the Company retires by rotation at the ensuing Annual General

Meeting ("AGM”) of the Company and being eligible, offers himself
for re-appointment. The Board on the recommendation of the
Nomination & Remuneration Committee ("NRC”) has recommended
his re-appointment in the ensuing AGM.

During the period under review the Board of Directors of the
Company (''the Board'') on the recommendation of the Nomination &
Remuneration Committee (''NRC''), at the meeting held on November
18, 2022, approved the continuation of appointment of Mr. Uma Kant
Samal (DIN: 08669929) as Independent Director of the Company on
attaining the age of seventy-five years for the remaining term of his
appointment i.e. upto April 19, 2025. The shareholders have approved
the same at their meeting held on December 27, 2022. Further,
Mr. Rajesh Kumar (DIN: 08732528) was appointed as Additional
Director (Non-Executive & Independent) w.e.f. December 9, 2022 on
the Board of the Company and regularized by Shareholders as Director
(Non-Executive & Independent) at the Extra Ordinary General Meeting
of the company held on March 7, 2023.

Later, Mr. Rajesh Kumar (DIN: 08732528), Non-executive & Independent
Director has Resigned from the Board of the Company w.e.f. April 14,
2023. The Board appreciated Mr. Kumar''s valuable contribution during
his tenure as Independent Director of the Company and noted the
content of his resignation letter that there was no material reason for
his resignation.

The term of appointment of Mr. Nakul Kam Sethi, as Wholetime
Director (DIN: 06512548) was expiring on June 1, 2023. The Board
of Directors on the recommendation of the Nomination and
Remuneration Committee ("NRC”) of the Company at their Meeting
held on April 27, 2023, considering the performance evaluation,
given his background and experience and contributions made by him
during his tenure, the continued association of Mr. Nakul Kam Sethi
would be beneficial to the Company and it is desirable to continue to
avail his services as Wholetime Director, approved the re-appointment
of Mr. Nakul Kam Sethi, as Wholetime Director (DIN: 06512548) of the
Company for a period of 5 years with effect from June 1, 2023. Mr.
Sethi''s reappointment was approved by the Shareholders at the Extra
Ordinary General Meeting of the company held on August 5, 2023.

The term of appointment of Mr. Satpal Kumar Arora (DIN: 00061420)
was expiring on October 13, 2023. The Board of Directors on the
recommendation of the Nomination and Remuneration Committee
("NRC”) of the Company at their Meeting held on September 5, 2023,
considering the performance evaluation, given his background and
experience and contributions made by him during his tenure, the
continued association of Mr. Satpal Kumar Arora would be beneficial
to the Company and it is desirable to continue to avail his services as
Independent Director, approved the re-appointment of Mr. Satpal
Kumar Arora, as Independent Director of the Company for a further
period of 5 years with effect from October 13, 2023 and recommend
Mr. Arora''s reappointment for approval of the Shareholders at the
ensuing Annual General Meeting of the company.

Details of Mr. Nakul Kam Sethi (DIN: 06512548) and Mr. Satpal Kumar
Arora (DIN: 00061420) are provided in the explanatory statement
to the AGM Notice, in accordance with the provisions of (i) Listing
Regulations and (ii) Secretarial Standard on General Meetings ("SS-2”),
issued by the Institute of Company Secretaries of India.

Pursuant to Section 149(7) of the Companies Act, 2013 and Regulation
25(8) of the Listing Regulations, the Independent Directors have
provided a declaration to the Board of Directors that they meet the
criteria of Independence as prescribed in the Companies Act, 2013
and the Listing Regulations, and are not aware of any situation which
exists or may be reasonably anticipated that could impair or impact
their ability to discharge duties as an Independent Director with an
objective independent judgement and without any external influence.
Further, veracity of the above declarations has been assessed by the
Board, in accordance with Regulation 25(9) of the Listing Regulations.

Further, declaration in compliance with Rule 6(3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended
by Ministry of Corporate Affairs ("MCA”) Notification dated October
22, 2019, regarding the requirement relating to enrolment in the Data

Bank created by MCA for Independent Directors, has been received
from all the Independent Directors.

The Company has formulated a policy on ''familiarisation programme
for independent directors''which is available on the Company''s website
at the link https://www.somindia.com/pdf/sebi/SOM-Familiarization-
Programme-for-Independent-Directors.pdf

Brief resume of the Director(s) recommended for approval of
appointment/re-appointment at the 30th AGM of the Company and
nature of expertise in specific functional areas and names of the
Companies in which he/she holds Directorship and Membership/
Chairmanship of Committees of the Board, as stipulated under SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015
are provided in the Corporate Governance Report which forms part of
the Annual Report.

BOARD AND ITS COMMITTEES

The Board, as on March 31, 2023 comprises 7 Members - 2 Executive
Directors and 5 Non-executive Directors, of which 5 are Independent
Directors. During the period under review, your directors met eight
times. The maximum time-gap between any two consecutive
meetings was within the period prescribed under the Companies Act,
2013 and Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015. Details of number of
meetings of Board and various Committees attended during the year
by each Director/ Member is disclosed in the Corporate Governance
Report forming part of this Annual Report.

The Board, as on March 31, 2023 has six Committees namely, Audit
Committee, Nomination and Remuneration Committee, Corporate
Social Responsibility Committee, Stakeholder Relationship
Committee, Risk Management Committee and Executive Legal and
Borrowing Committee.

A detailed note on the composition of the Board, Committees
including meetings, attendance thereat is provided in the Corporate
Governance Report which forms part of this Annual Report.

Mr. J.K. Arora, is the Chairman and Managing Director, Mr. Nakul Kam
Sethi is the Whole time Director, Mr. Rajesh Kumar Dubey is the Chief
Financial Officer and Mr. Om Prakash Singh is the Company Secretary
& Compliance Officer of the Company.

RAISING OF FUNDS THROUGH PREFERENTIAL ISSUE AND RIGHTS
ISSUE

The company was in requirement of funds for working capital for this
purpose the company came up with a preferential issue of convertible
equity warrants of approx. Rs.27.20 crore and a rights issue of equity
shares of approx. Rs.49 crores during the year.

CHANGE IN NAME OF THE COMPANY

On the recommendation by the Board, the shareholders of the
company in the Extra-Ordinary General Meeting held on December
27, 2022, has approved the change of name of the Company from
''Som Distilleries & Breweries Limited'' to ''Som Distilleries Breweries and
Wineries Limited''. The Certificate w.r.t. change of Name is awaited from
the concerned ROC. The company is following up for the same and till
such time the Fresh COI is received, the company will continue with
its existing name.

INDEPENDENT DIRECTORS'' MEETING

The Independent Directors met on January 24th, 2023, without the
attendance of Non-Independent Directors and members of the
Management. The Independent Directors reviewed the performance
of non-independent directors and the Board as a whole; the
performance of the Chairperson of the Company, taking into account
the views of Executive Directors and Non-Executive Directors and
assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board that is necessary
for the Board to effectively and reasonably perform their duties.

COMPLIANCE OF THE SECREATARIAL STANDARDS ISSUED BY ICSI

The Board confirms that, during the period under review, the Company
has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India (ICSI) as amended from time
to time.

DECLARATION BY INDEPENDENT DIRECTORS

As per the requirement of section 134(3)(d) of the Companies Act,
2013, the Company is required to attach the statement on declaration
given by the Independent Directors under Section 149(6) with the
Report. Your Company has received the said declaration from all the
Independent Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5) of the Companies
Act, 2013, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:

a. In the preparation of the annual accounts for the Financial Year
ended March 31, 2023, the applicable Accounting Standards
have been followed and there are no material departures;

b. The Directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as on March 31, 2023 and of the
profit of the Company for the year ended on that date;

c. The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act, 2013 for safeguarding
the assets of the Company and for preventing and detecting
fraud and other irregularities; and

d. The Directors had prepared the financial statements of the
Company for the Financial Year ended March 31,2023 on a ''going
concern'' basis.

e. The Directors had laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and were operating effectively.

f. The Directors had devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 197 read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014, details of the Employees are set out in Annexure IV.

DISCLOSURE RELATING TO SOM EMPLOYEES STOCK OPTION PLAN
SCHEME 2020

The Company has "SOM Employees Stock Option Plan Scheme 2020”
("SOM ESOP-2020”). The Board on the recommendation of NRC
modified the SOM ESOP-2020 scheme and the shareholders approved
the same at their Meeting (EGM) held on April 8, 2021 to extend the
benefits of the SOM ESOP-2020 scheme for the benefit of permanent
Employees and/ or Directors of the Company and/or subsidiary
company(ies), as may be permissible under the SEBI Regulations.

The Company did not issue/grant any options under "SOM ESOP-2020
scheme” during the year under review.

Accordingly, there are no outstanding options under SOM ESOP-
2020 as on March 31, 2023. Accordingly, no disclosures in terms of
Companies (Share Capital and Debenture) Rules, 2014 and Securities
and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is required.

Further the Company has received the in-principle approval from
the stock exchanges for the for implementation of SOM ESOP-2020
scheme in terms of the amended regulations.

CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT/
TECHNOLOGY/ ABSORPTION/ FOREIGN EXCHANGE EARNING AND
OUTGO

The information required pursuant to Section 134(3)(m) of the
Companies Act, 2013, read with Companies (Accounts) Rules, 2014
pertaining to Conservation of Energy, Research & Development,
Technology Absorption is set out in Annexure V.

INVESTOR RELATIONS

As per the Circular No. CIR/OIAE/2/2011 dated June 3, 2011 issued
by the Securities and Exchange Board of India, Company is timely
redressing the Investor Complaints through the SEBI complaints
Redress System (SCORES). As a part of compliance, the Company has a
Stakeholder Relationship Committee to redress the issues relating to
investors. It consists of four Members namely Mr. Satpal Kumar Arora,
Chairperson, Mr. Deena Nath Singh, Ms. Nishi Arora and Mr. Nakul Kam
Sethi, as Members.

The details of this Committee are provided in the Corporate
Governance Report forming part of the Annual Report.

LISTING

The equity shares are listed on the BSE Ltd (Bombay Stock Exchange)
and the National Stock Exchange of India Ltd. (NSE). Both these Stock
Exchanges have nationwide terminals and therefore, shareholders/
investors are not facing any difficulty in trading the shares of the
Company from any part of the Country. The Company has paid annual
listing fees for FY 2022-23 and FY 2023-24 to BSE and NSE and annual
custody fees to National Securities Depository Limited and Central
Depository Services (India) Limited.

CORPORATE GOVERNANCE REPORT

The Directors adhere to the requirements set out by the Securities and
Exchange Board of India''s Corporate Governance practices and have
implemented all the stipulations prescribed. Secretarial compliances,
reporting, intimations etc. Under the Companies Act, 2013, listing
agreement(s) and other applicable laws, rules and regulations are
noted in the Board/ Committee Meetings from time to time. The
Company has implemented several best corporate governance
practices as prevalent globally.

The Corporate Governance Report as stipulated under Regulation
34(3) and other applicable Regulations read with Part C of Schedule V
of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 forms part of this Report.

CERTIFICATE ON CORPORATE GOVERNANCE FROM PRACTICING
COMPANY SECRETARIES

The requisite Certificate from the Company secretary in practice, M/s
N.K. Jain & Associates, Company Secretaries, confirming compliance
with the conditions of Corporate Governance as stipulated under
Regulation 34(3) and 53(f) read with Part E of Schedule V of the
aforesaid Regulations, forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report as required under
Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of this Annual Report.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2023 is available
on the Company''s website and can be accessed at the Company''s
website under the weblink https://www.somindia.com

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED
PARTIES

All contracts/ arrangements/ transaction entered into by the Company
during the financial year with related parties were in the ordinary
course of business and on arm''s length basis.

During the year, the Company had not entered into any contract/
arrangement/ transaction with the related parties which could be
considered material in accordance with the Policy of the Company
on materiality of related party transactions. The RPT Policy is available
on the Company''s website under the weblink https://www.somindia.
com. Your Directors draw attention of the Members to Note no. 43 of
the financial statements which set out related party disclosure.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

The company has complied with the provisions of Section 186 of the
Companies Act, 2013 in relation to loans, investments and guarantees
given by the Company during the year.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE
FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the financial position
of the Company occurred between the end of the financial year to
which these financial statements relate till the date of this report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
OR COURTS

The details of the same are provided in Corporate Governance Report
forming part of the Annual Report.

PERFORMANCE EVALUATION

SEBI (Listing Obligation & Disclosure Requirements) Regulation,
2015, mandates that the Board shall monitor and review the Board
evaluation framework. The framework includes the evaluation of
Directors on various parameters.

Companies Act, 2013 states that a formal annual evaluation needs
to be made by the Board on its own performance and that of its
Committees, Chairman of the Board and Individual Directors.
Schedule IV of the Companies Act, 2013 states that the performance
evaluation of independent Directors shall be done by the entire Board
of Directors, excluding the Directors being evaluated.

The Company has adopted adequate Policy for the evaluation of
its Director including independent Director and for the evaluation
of the performance of Board and its Committee; the above referred
evaluation has been made in accordance with the stated Policy which
is available on the website of the Company under the weblink https://
www.somindia.com

DIRECTOR''S APPOINTMENT AND REMUNERATION POLICY

Pursuant to the provision of Section 178 of the Companies Act 2013 and
Regulation 19 of SEBI (Listing Obligation & Disclosure Requirements)
Regulations, 2015 the Board of Directors on the recommendation
of Nomination and Remuneration Committee has framed a Policy
for the appointment of Directors and Senior Management and their
remuneration which is available on the website of the Company under
the weblink https://www.somindia.com.

The details pertaining to composition of Nomination and
Remuneration Committee are included in the Corporate Governance
Report, which forms part of this Annual Report.

RISK MANAGEMENT POLICY

The Company has adopted the Risk Management Policy which is
aimed at creating and protecting shareholders value by minimizing
threats and losses and identifying and maximizing opportunities. Your
Directors periodically review the risks associated with the business or
threaten the prospect of the Company. The Risk Management Policy
is available on the website of the Company under the weblink https://
www.somindia.com.

WHISTLE BLOWER POLICY

The Company has a vigil mechanism named as Whistle Blower Policy
of the Company, an avenue to raise concern and access in good faith
the Chairman of the Audit Committee which provide for adequate
safeguard against victimization of person. The Policy on Whistle
Blower Policy is available on the website of the Company under the
weblink https://www.somindia.com.

CREDIT RATING

The company''s long-term bank loan ratings have been upgraded from
BBB to BBB by ICRA. Similarly, the company''s short-term rating has
been upgraded to A2 from A3 . This upgrade reflects the company''s
continued commitment to financial strength, stability, and strategic
growth. The rating upgrade is a testament to the company''s strong
position within the industry and its ability to navigate evolving market
dynamics successfully.

The Company has the following latest rating assigned by ICRA on
banking facilities.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation
for assistance and co-operation received from the vendors and
stakeholders including financial institutions, banks, Central & State
Government Authorities, other business associates, who have
extended their valuable sustained support and encouragement
during the year under review.

The relationship with the employees remained cordial during the year.
Your Directors are thankful to the shareholders and customers for their
continued patronage. Your Directors wish to place on record their
appreciation for solidarity, cooperation and support of employees and
all stakeholders.

CAUTIONARY STATEMENT

Statement made in the Annual Report, including those stated under
the caption "Management Discussion and Analysis” describing
the Company''s plans, executions, achievements, projections and
expectations may include approximations and may constitute
"forward looking statement” within the meaning of applicable laws
and regulations. Actual results may differ materially from those either
expressed or implied.

Place: Bhopal For and on behalf of the Board

Date: September 5, 2023 FOR SOM DISTILLERIES AND BREWERIES LIMITED

Sd/-
J.K. ARORA

CHAIRMAN AND MANAGING DIRECTOR
(DIN: 00224633)

---

Mar 31, 2018

The Directors have pleasure in presenting the Annual Report of your Company for the year ended on 31^st March 2018.

1. WORKING RESULTS

The summarized working results for the year are as under:-

Particulars	2017-18 Rs.(in crores)	2016-17 Rs.(in crores)
Gross Sales & Other Income	430.41	304.87
EBIDTA	60.47	38.58
Depreciation	4.26	3.57
Profit for the year	47.43	23.71
Provision of Tax	22.20	9.56
Profit after Tax	25.23	14.15

There has been an increase in the turnover and net profit during 2017-18 over the previous year.

2. EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 is attached herewith as Annexure I.

3. MEETINGS OF BOARD OF DIRECTORS

During the financial year 2017-18, the Board of Directors met 17 times on 01.04.2017, 02.05.2017, 30.05.2017, 8.07.2017, 08.08.2017, 17.10.2017, 01.11.2017, 05.12.2017, 21.12.2017, 04.01.2018, 19.01.2018, 24.01.2018, 1.01.2018, 12.02.2018, 14.02.2018, 14.03.2018 and 22.03.2018

4. DIRECTORS'' RESPONSIBILTY STATEMENT

The Directors hereby certify:-

(i) that in the preparation of the accounts for 2017-18, the applicable accounting standards have been followed.

(ii) that the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the Company for the year.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(iv) that the directors prepared the annual accounts on a going concern basis.

(v) that the directors had laid down internal financial controls to be followed by the company, which are adequate and were operating effectively.

(vi) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

5. DECLARATIONS BY INDEPENDENT DIRECTORS

Independent directors i.e. Shri S.S.Sengar, Ms Nishi Arora and Shri D.N.Singh have given the requisite declarations under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided under section 149(6).

6. COMMITTEES OF THE BOARD

Details of the Committees of the Board of Directors are given in the Corporate Governance Report attached as Annexure IV.

7. RESERVATION AND QUALIFICATION ON STATUTORY AUDIT REPORT AND SECRETARIAL AUDIT REPORT.

There is no qualification, reservation or adverse remark or disclaimer of the statutory auditors and secretarial auditor to which a reply is needed from the Board.

As per suggestions given by auditors in its Audit Report for the year 2016-17 regarding codification of internal financial controls, documentation of operations and effectively monitoring controls and more effectively segregating of duties, were operating effectively as at 31st March, 2018.

8. PARTICULARS OF LOAN, INVESTMENTS AND GUARANTEES.

The company has complied with the provisions of Section 186 of the Companies Act, 2013 in relation to loans, investments and guarantees given by the Company during the year.

9. PARTICULARS OF CONTRACTS AND ARRANGEMENTS UNDER SECTION 188

Contracts or arrangements with related parties during the year 2017-18 were either within the limits as stated in rule 15 (3)(a) of Companies (Meetings of Board and its Powers) Rules, 2014 or were arms length transactions or were in the nature of current accounts.

10. DIVIDEND

Directors have recommended for the year 2017-18, a dividend of Rs. 1.5 on each share of Rs.10 (i.e. 15%) on all the 27522400 equity shares payable to shareholders as on the date of Annual General Meeting i.e 28.09.2018.

11. CONSERVATION, TECHNOLOGY, FOREIGN EXCHANGE

In terms of Rule 8(3) of Companies (Accounts) Rules, 2014, information about energy conservation and technology absorption is nil in regard to each of the respective items.

Information regarding foreign exchange is as follows: -

- Earnings: Rs 2,20,24,071/-

- Outgo: Rs. 5,60,00,578/

12. CORPORATE SOCIAL RESPONSIBILITY

The Board constituted a corporate social responsibility committee in terms of section 135 of the Companies Act, 2013 consisting of Shri Deena Nath Singh (Chairman), Shri S.S.Sengar and Smt. Nishi Arora. The CSR activities of the company are conducted through Asha Mohan Foundation which is a registered society engaged in the education of children for the last more than ten years and has been established by the promoters of this company The CSR Committee monitors the CSR expenditure of the company through Asha Mohan Foundation and has to ensure that at least 2% of the average net profit of the company made during the immediately preceding three years is incurred and well utilized for the education and other welfare activities. In respect of the year, 2017-18, a report under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached in Annexure II.

13. SECRETARIAL AUDIT

M.M.Chawla and Associates, Company Secretaries in Practice, Bhopal were appointed as Secretarial Auditor of the company to perform Secretarial Audit of the company for the year 201 7-18 in terms of section 204 of the Companies Act, 2013. The secretarial audit report issued by them is attached herewith as Annexure III.

14. DIECTORS/CFO/INTERNAL AUDITOR.

Shri Nakul Kam Sethi was appointed as Director (Finance and Strategy) of the Company with effect from 01.06.2018. Shri Rajesh Dubey is the Chief Financial Officer and Shri Sourabh Tandon is the Internal Auditor. The Board now consists of Shri Jagdish Kumar Arora, CMD, Shri Surjeet Lal, Shri S.S.Sengar, Shri Deenanath Singh,Shri Nakul Kam Sethi and Ms Nishi Arora

15. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Woodpecker Distilleries and Breweries Private Limited is a wholly owned subsidiary of Som Distilleries and Breweries Limited. Som Distilleries and Breweries Limited holds 5,09,95,000 equity shares of Rs. 10 each out of a total paid up capital of Rs. 5,10,00,000 shares of Rs. 10 each constituting 99.99% of the equity capital of the subsidiary. The consolidated financial statement is also being attached to this report.

16. AUDITORS

Appointment of M/s R.N.Gupta and Associates. Chartered Accountants, Bhopal as auditors has already been made for 2018-19 and does not now require ratification since first proviso to section 139(1) of Companies Act, 2013 has been deleted with effect from 07.05.2018.

17. CORPORATE GOVERNANCE

Pursuant to Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report as Annexures IV and V.

18. OTHER STATUTORY INFORMATION

In respect of other various matters listed in section 134(3) and other sections of the companies Act, 2013 and rules made there under, there is no further information to be furnished in this report. There are adequate internal financial controls keeping in view the size and nature of transactions of the Company. A system of evaluation of the performance of Directors is yet to be evolved. Details of risk management policy are yet to be framed. The information/ratios as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2016 are attached as Annexure VI.

19. ACKNOWLEDGEMENTS

Directors are grateful for the co-operation received from business associates and the valued customers of the company. Directors wish to place on record their high appreciation of the services of executives, staff and workers of the company.

BY ORDER OF BOARD OF DIRECTORS

Place: Bhopal Jagdish Kumar Arora

Dated: 06.07.2018 Chairman And Managing Director

---

Mar 31, 2016

TO/

The Shareholders

Sam Distilleries & Breweries Ltd.

Sirs,

Your Directors have pleasure in presenting the Annual Report of your Company for the year ended on 31st March 2016.

1. WORKING RESULTS

The summarized working results for the year are as under:-

	Particulars	2014-15 crares	2015-16 crores
	Sales & Other Income	207.34	221.36
	EBIDTA	31.70	34.08
	Depreciation	3.91	3.S6
	Profit for the year	25.45	20.93
	Provision of Tax	9.26	7.55
Profit after Tax		16.17	13.38

There ho 5 been an Increase in the turnover during 2015-16 over the previous year However tie profit has declined due to interest cost. The Board hopes Shot the performance will be better next year as the Investments have storied bearing the returns.

2. EXTRACT OF ANNUAL RETURN

The extract of annual return in Form MGT 9 is attached herewith this report as Annexure I.

3. MEETINGS OF BOARD OF DIRECTORS

During the financial year 2015-16, the Board of Directors met 19 times on 14.05.2015, 22.05.2015, 30.05.2015,06.07.2015, 22.07.2015,27.07.2015, 03.08.2015,02.09.2015, 09.09.2015,14.09.2015,30.09.2015r 16.10.2015, 05.11.2015,13.11-2015, 25.11.2015, 20.01.2016, 5.02.2016, 23.02.2016,15.03.2016,

4. DIRECTORS''RESPONSIBILITY STATEMENT

The Directors hereby certify:*

i) that in the preparation of The accounts for 2015-16, the applicable accounting standards have been followed.

(il) that the Directors selected such accounting follicles and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair vie''/: of the state of affairs of the company so at the end of the financial year and of the profit of the Company for the year,

(m) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of fine company and for preventing and detecting frauds and other irregularities.

(iv) that the directors prepared the annual accounts on c going concern basis.

(v) that the directors had laid down Internal financial controls to be followed by the company, which are adequate and were operating effectively.

(vi) that the directors had devised proper systems to ensure compliance wish the provisions of all applicable laws and that such systems were adequate and operating effectively

5. DECLARATIONS BY INDEPENDENT DIRECTORS

Independent directors i.e. Shri S.S.Scngar,

Ms Nishi Arora ana Shri D.N.Singh have given the requisite declarations under Section 149(7) of the Companies Act, 2013 to the effect hot they meet the criteria of independence so provided under section 149(6).

6. COMMITTEES OF THE BOARD

Details of the Committees of the Board of Directors are given in the Corporate Governance Report attached as Annexure IV.

7. RESERVATION AND QUALIFICATION ON STATUTORY AUDIT REPORT AND SECRETARIAL AUDIT REPORT.

There is no qualification, reservation or adverse remark or disclaimer of the statutory auditor/secretarial auditor to which a reply is needed from the Board. The suggestions given by Auditors regarding internal control5, after certifying that the Company has or> adequate internal financial control system, have been noted and will be acted upon.

8. PARTICULARS OF LOAN &

INVESTMENT UNDER SECTION 186

The company has complied with the provisions of Section 186 of Companies Act, 2013 In relation to loons, Investments and guarantee given by the Company during the year.

9- PARTICULARS OF CONTRACTS AND ARRANGEMENTS UNDER SECTION 188

Contracts or arrangements with related parties during the year 2015-16 were within the limits as slated in rule 15 (3)(a) of Companies {Meetings of Board and its Powers) Rules, 2014 which have been undertaken offer due compliances. The related party transactions were arms length transactions.

10. DIVIDEND

Directors have recommend to the year 2015 16, a dividend of 7 1.5 an each share of 7 10 (i.e. 15%) on oil the 2,75,22,400 equity shares payable to shareholders so on the dale of Annual General Meeting.

H. CONSERVATION,TECHNOLOGY,

FOREIGN EXCHANGE

In terms of Rule 8(3) or Companies (Accounts) Rules, 2014, information about energy conservation and technology absorption is nil in regard for each of the respective items. Information regarding foreign exchange is as follows: -

* Earnings : Rs,2,47,56,652 "Outgo : 1,69,03,019

11. CONSERVATION, TECHNOLOGY,

FOREIGN EXCHANGE

In terms of Rule a(3) of Companies (Accounts) Rules. 2014, information about energy conservation and technology absorption Is nil in regard 1o each of the respective Hems. Information regarding foreign exchange is as follows: -

* Earnings : 7 2,47,58,652 * Dulgo : 11,69,03,019

12. CORPORATE SOCIAL RESPONSIBILITY

The Board constituted a corporate social responsibility committee in terms of section 135 of the companies Ad 2013 consisting of Shri Deeno Nath Singh (Chairman}, Shri 5. S. Sengar and Smt. Nishi Arora. In respect of CSR Policy, the Board decided that at present the CSR activities of the company are majorly through Asha Mohan Foundation which is o registered society engaged in the education of children al Sehalganj for the last more than ten years and has been established by the promoters of this company The CSR Committees ha II monitor the CSR expenditure of the company through Asha Mohan Foundation and shall ensure that of least 2% of the average net profit Of The company made during the Immediately preceding three years is incurred and well utilized for he education and other welfare activities of the society. In respect of the year, 2015-16, a repair under Companies (Corporate Social Responsibility Policy) Rotes, 2014 is attached in Annexure II.

13. SECRETARIAL AUDIT

M.M. Chawla and Associates, Company Secretaries in Practice, Bhopal were appointed as Secretarial Auditor of the company to perform Secretarial Audit of the company for the year 2015-16 in terms of section 204 of the Companies Act, 2013. The secretarial audit report issued by them is attached herewith so Annexure III.

14. DIRECTORS/CFO/INTERNAL AUDITOR

There was no change in the composition of the

Board of Directors of the Company during the year under review. Shri Ra(cash Dubai is the Chief Financial Officer and Shri Sourabh Tandon is the internal Auditor.

15. AUDITORS

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire of the ensuing 23rd Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

16. CORPORATE GOVERNANCE

Pursuant to Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance cf conditions of Corporate Governance arc attached and form port of this report as Annexure IV and VI.

17. OTHER STATUTORY INFORMATION

In respect of other various matters listed in section 134(3) and other sections of the companies Act, 2013 and roles made there under, there Is no further information to be furnished in this report. There are adequate internal financial controls keeping In view the size and nature of transactions of the Company. A system of evaluation of the performance of Directors is yet to the evolved. Details of risk management policy are yet to be framed. The informatics/nails as required under Rule 5 of the Rules are attached as Annexure V.

18. ACKNOWLEDGEMENTS

Directors are grateful for the co-operation received from business associates and the valued customers of the company. Directors wish to place on record their high appreciation of the services of executives, staff and workers of the company.

BY ORDER OF BOARD OF DIRECTORS

Place: Bhopal Surjeet Lai

Dated: 13.0B.2016 Chairman and Managing Director

---

Mar 31, 2015

The Shareholders

Som Distilleries & Breweries Ltd.

Sirs,

The Directors have pleasure in presenting the Annual Report of your Company for the year ended on 31st March 2015.

1. Working Results

The summarized working results for the year are as under:-

Particulars 2014-15 2013-14 Rs. crores Rs. crores

Sales & Other Income 207.34 192.13

EBIDTA 31.70 30.30

Depreciation 3.91 4.81

Profit for the year 25.45 25.48

Provision of Tax 9.28 5.18

Profit after Tax 16.17 20.30

There has been an increase in the turnover during 2014-15 over the previous year. However the profit has declined due to interest cost and higher taxation.

2. Extract of Annual Return

The extract of annual return in Form MGT 9 is attached herewith this report as Annexure I.

3. Meetings of Board of Directors

During the financial year 2014-15, the Board of Directors met 12 times on 30.05.2014,09.06.2014,16.07.2014, 14.08.2014, 22.08.2014, 14.11.2014, 08.12.2014, 26.12.2014, 12.02.2015, 18.02.2015, 27.02.2015 and 27.03.2015.

4. Directors' ResDonsibilitv Statement

The Directors hereby certify:-

(i) that in the preparation of the accounts for 2014- 15, the applicable accounting standards have been followed

(ii) that the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the Company for the year

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

(iv) that the directors prepared the annual accounts on a going concern basis.

(v) that the directors had laid down internal financial controls to be followed by the company, which are adequate and were operating effectively.

(vi) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. Declaration by Independent Directors

Independent directors i.e. Shri S.S. Sengar Ms Nishi Arora and Shri D.N.Singh have given the requisite declarations under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided under section 149(6).

6. Audit Committee

The Audit Committee comprises of Shri D. N. Singh (Chairman), Shri Surjeet Lai, Managing Director and Shri Shailendra Singh Sengar, Director. Two of them are independent. All the members of the committee are financially literate and the Chairman Shri D. N. Singh, an independent director, is having wide experience of industry and has passed Intermediate (Group I) of ICWA.

7. Vigil Mechanism

Smt. Kulvinder Kaur, Deputy Manager, HR Department is in-charge of the vigilance matters in the company. All the employees/directors of the Company can report their genuine concerns to her and she will take guidance from the Audit Committee and in this matter report to the Board of Directors through the Audit Committee.

8. Nomination and Remuneration Committee

The Nomination and Remuneration Committee of Directors has been constituted by the Board of Directors and comprises of Shri S.S Senger (Chairman), Shri D.N Singh and Ms Nishi Arora in accordance with the provisions of Section 178 of the Companies Act, 2013.

9. Reservation and Qualification on Statutory Audit Report and Secretarial Audit Report

There is no qualification, reservation or adverse remark or disclaimer of the statutory auditor/secretarial auditor to which a reply is needed from the Board. The corporate guarantee forRs. 7.25 crores given to State Bank of India for facilities to Aryavrat Projects and Developers Pvt. Ltd was duly given on 5.11.2013 under the Companies Act, 1956.

10. Particulars of Loan & Investment Under Section 186

The company has complied with the provisions of Section 186 of Companies Act, 2013 in relation to loans, investments & guarantee given by the Company during the year.

11. Particulars of Contract and Arrangement Under Section 188

There were no contracts or arrangements with related parties during the year 2014-15 except dealings in the nature of current accounts with Som Distilleries Private Limited, a company under same management, as detailed in the notes to the accounts for 2014-15. These dealings were arms length transactions.

12. Reserves

The Directors recommend transfer of Rs. 10.82 crores to general reserves from the profits of the year.

13. Dividend

Directors have recommend for the year 2014-15, a dividend of Rs. 1.5 on each share of Rs.10(i.e. 15%) on all the 27522400 equity shares payable to shareholders as on the date of Annual General Meeting.

14. Conservation, Technology, Foreign Exchange

In terms of Rule 8(3) of Companies (Accounts) Rules, 2014, information about energy conservation and technology absorption is nil in regard to each of the respective items.

Information regarding foreign exchange is as follows: -

Earnings : Rs. 2,41.23.029

Outgo : Rs. 1,69,53,767

15. Risk Management

The company constituted a Risk Management Committee in terms of Clause 49 of Listing Agreement consisting of Shri. Surjeet Lai and Ms. Nishi Arora. Details of risk management policy are yet to be cristalized in writing.

16. Corporate Social Responsibility

The Board constituted a corporate social responsibility committee in terms of section 135 of the Companies Act 2013 consisting of Shri Deena Nath Singh (Chairman), Shri S.S. Sengar and Smt. Nishi Arora. In respect of CSR Policy, the Board decided that at present the CSR activities of the company shall be through Asha Mohan Foundation which is a registered society engaged in the education of children at Sehatganj for the last more than ten years and has been established by the promoters of this company The CSR Committee shall monitor the CSR expenditure of the company through Asha Mohan Foundation and shall ensure that at least 2% of the average net profit of the company made during the immediately preceding three years is incurred and well utilized for the education and other welfare activities of the society. In respect of the year, 2014-15, a report under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached in Annexure II.

17. Secretarial Audit

M.M. Chawla and Associates, Company Secretaries in Practice, Bhopal were appointed as Secretarial Auditor of the company to perform Secretarial Audit of the company for the year 2014-15 in terms of section 204 of the Companies Act, 2013. The secretarial audit report issued by them is attached herewith as Annexure III.

18. Directors/ CFO/ Internal Auditor

Ms. Nishi Arora was appointed as an Independent Director with effect from 14.11.2014. The Board welcomes her on the Board of Directors.

Shri Rajesh Dubey was appointed as Chief Financial Officer of the company with effect from 14.11.2014.

Shri Sourabh Tandon was appointed as Internal Auditor of the company with effect from 14.11.2014 *

19. Auditors

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire at the ensuing 22nd Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

20. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange Limited, and National Stock Exchange of India, Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report as Annexures IV and V.

21. Other Statutory Information

In respect of other various matters listed in Section 134(3) and other Sections of the Companies Act, 2013 and rules made there under, there is no further information to be furnished in this report. There are adequate internal financial controls keeping in view the size and nature of transactions of the Company. A system of evaluation of the performance of Directors is yet to be evolved. There was no employee getting salary in excess of that mentioned in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The information/ratios about employees/directors as required under Rule 5(1) of those Rules are attached as Annexure VI.

22. Acknowledgments

Directors are grateful for the co-operation received from business associates and the valued customers of the company. Directors wish to place on record their high appreciation of the services of executives, staff and workers of the company.

BY ORDER OF BOARD OF DIRECTORS

Place: Bhopal SURJEET LAL

Dated: 27.07.2015 CHAIRMAN AND MANAGING DIRECTOR

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report of your Company for the year ended on 31st March 2014.

1. WORKING RESULTS

The summarized working results for the year are as under: -

Particulars 2013-14 2012-13

Sales & Other Income 192.13 205.12

EBIDTA 30.30 32.05

Depreciation 4.81 4.63

Profit for the year 25.48 27.42

Provision of Tax 5.18 9.63

Prof it after Tax 20.30 17.79

We are pleased to state that your company does not have any long term secured debt outstanding on its books. The Company has been managing its cycle of debtors and creditors very well with minimal requirement of working capital. There was no change in the nature of business of the company during the year

2. DIRECTORS

There was no change in the constitution of the Board of Directors during the year 2013-14.

3. DIVIDEND

Directors recommend for the year 2013-14, dividend of Re.1.50 (i.e.15%) on each share of Rs. 10 on 27522400 equity shares payable to shareholders as on the date of Annual General Meeting totaling to a payment of Rs. 4,12,83,600.

4. AUDITORS

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire at the ensuing 21 st Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

5. STATUTORY INFORMATION

a) Directors responsibility statement.

The Directors hereby certify:-

i) that in the preparation of the accounts for 2013-2014, the applicable accounting standards have been followed.

ii) that the Directors selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the Company for the year.

iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities.

iv) that the directors prepared the annual accounts on a going concern basis.

v) that the directors had laid down internal financial controls to be followed by the company, which are adequate and were operating effectively.

vi) that the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

(b) Both the independent directors i.e. Shri S.S.Sengar and Shri D.N.Singh have given the requisite declarations under Section 149(7) of the Companies Act, 2013.

(c) The Nomination and Remuneration Committee has been constituted recently. The Committee has not yet decided the various related issues such as policy on appointment of directors, remuneration of directors etc. In any case, no new appointment of Director has been made and no director is at present paid any remuneration.

(d) In terms of Section 217(1 )(e) of the Companies Act, 1956 and the rules made there under, information about energy conservation and technology absorption is nil in regard to each of the respective items.

Information regarding foreign exchange is as follows: -

EARNINGS : Rs. 1,12,67,830

OUTGO : Rs. 59,70,774

(e) The company has not given any loans or guarantees or made any investment except business related advances as in note (16) of the balance sheet.

(f) Smt. Priyanka Gupta resigned as Company Secretary and was relieved on 21.3.2014 and Shri Mayank Singh Bhadauria was appointed as Company Secretary from 22.03.2014.

(g) The company does not have any holding or subsidiary company or joint venture or Associate Company.(h) The company has not so far accepted any deposits.

(i) There is no qualification, reservation or adverse remark or disclaimer of the auditor to which a reply is needed from the Board.

(j) There are no contracts or arrangements with related parties.

6. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Bombay Stock Exchange, and National Stock Exchange, Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report.

7. ACKNOWLEDGMENTS

Directors are grateful for the co-operation received from business associates and the valued customers of the

company. Directors wish to place on record their high appreciation of the services of executives, staff and workers of

the company.

For and on behalf of the Board of Directors

Place: Bhopal SURJEETLAL Date : 22.08.2014 Chairman and Managing Director

---

Mar 31, 2012

To, The members of Som Distilleries & Breweries Ltd.

The Directors have pleasure in presenting the 19th Annual Report of your Company for the year ended on 31st March 2012.

1. Working Results

The summarized working results for the year are as under:

2011-12 2010-11 Rs. crores Rs. crores

Gross Sales & Other Income 205.30 182.70

Depreciation 3.60 2.99

Profit for the year 25.48 21.69

Provision of Tax 10.24 6.55

Profit after Tax 15.24 15.14

Thus, the sales and profit were higher compared with the previous years' figures.

2. Directors

There was no change in the constitution of the Board of Directors during the year 2011-12.

3. Dividend

Directors recommend for the year 2011-12, dividend of Re.1.00 (i.e.10%) on each share of Rs.10 on 27522400 equity shares payable to shareholders as on the date of Annual General Meeting.

4. Auditors

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire at the ensuing Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

5. Statutory Information

(a) The information in respect of employees drawing remuneration above a certain limit as per Section 217 (2A) of the Companies Act, 1956 is NIL.

(b) In terms of Section 217(1) (e) of the Companies Act, 1956 and the rules made there under, information about energy conservation and technology absorption is nil in regard to each of the respective items. Information in Form-A is not required to be furnished in the case of this industry.

(c) Information regarding foreign exchange is as follows: - Earnings : Rs. 5,03,10,784

Outgo : Rs. 1,20,72,881

(d) Directors Responsibility Statement The Directors hereby certify

i) that in the preparation of the accounts for 2011-2012, the applicable accounting standards have been followed.

ii) that accounting policies have been stated in Note No. 2 to the Accounts. The accounting policies have been selected and applied consistently and judgements and estimates have been made which are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2012 and of the Profit of the Company for 2011-2012.

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of frauds and other irregularities.

iv) that the directors prepared the annual accounts on a going concern basis

6. Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with the Mumbai Stock Exchange, Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report.

7. Acknowledgments

Directors are grateful for the co-operation received from business associates and the valued customers of the company. Directors wish to place on record their high appreciation of the services of executives, staff and workers of the company.

For and on behalf of the Board of Directors

Place: Bhopal Surjeet Lal

Dated: 3rd September 2012 Chairman and Managing Director

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Mar 31, 2011

The Directors have pleasure in presenting the Eighteenth Annual Report of your Company for the year ended on 31st March 2011.

1. WORKING RESULTS

During the year 2010-2011 the factory produced 39602 KL of Beer and 3236 KL of IMFL compared with 27152 KL of Beer and 1011 KL of IMFL during the year 2009-2010. .

The summarized working results for the year are as under:-

2010-11 2009-10 Rs. lakhs Rs.lakhs

Sales & Other Income 18389.04 10522.79

Depreciation 298.87 186.89

Profit for the year 2169.06 1025.29

Provision of Tax 655.08 190.77

Profit after Tax 1513.98 834.52

It will be seen that the production and sales were substantially higher. Higher installed capacity and good demand for the products of the company enabled it to achieve much better results.

2. DIRECTORS:

There was no change in the constitution of the Board of Directors during the year 2010-11

3. DIVIDEND

Directors recommend for the year 2010-11, dividend of Re.0.75 (i.e.7.5%) on each share of Rs.10 on 27522400 equity shares payable to shareholders as on the date of Annual General Meeting.

4. AUDITORS

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire at the ensuing 18th Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

5. STATUTORY INFORMATION

(a) The information in respect of employees drawing remuneration above a certain limit as per Section 217 (2A) of the Companies Act, 1956 is NIL.

(b) In terms of Section 217(1) (e) of the Companies Act, 1956 and the rules made there under, information about energy conservation and technology absorption is nil in regard to each of the respective items. Information in Form-A is not required to be furnished in the case of this industry.

(c) Information regarding foreign exchange is as follows: - Earnings: Rs.2,19,06,290 Imports: Rs. 75,57,404

(d) Directors Responsibility Statement , The Directors hereby certify:-

i) that in the preparation of the accounts for 2010-2011, the applicable accounting standards have been followed.

ii) that accounting policies have been stated in Schedule L to the Accounts.

The accounting policies have been selected and applied consistently and judgements and estimates have been made which are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2011 and of the Profit of the Company for 2010-2011.

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of frauds and other irregularities.

iv) that the directors prepared the annual accounts on a going concern basis.

6. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Mumbai Stock Exchange, Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report.

7. ACKNOWLEDGEMENTS

Directors are grateful for the co-operation received from business associates and the valued customers of the company. Directors wish to place on record their high appreciation of the services of executives, staff and workers of the company.

For and on behalf of the Board of Directors

Place: Bhopal SURJEET LAL

Date : 03.09.2011 Chairman and Managing Director

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Mar 31, 2010

The Directors have pleasure in presenting the Seventeenth Annual Report of your Company for the year ended on 31st March 2010.

1. WORKING RESULTS

During the year 2009-2010 the factory produced 27152 KL of Beer and 10 KL of IMFL compared with 15417 KL of Beer and 1231 KL of IMFL during tl year 2008-2009. The summarized working results for the year are as under: -

2009-10 2008-09 (Rs. In lacs) (Rs. In lacs)

Sales & Other Income 10522.79 7308.84

Depreciation 186.89 182.82

Profit / (Loss) for the year 1025.29 684.10

Provision of Tax 190.77 32.01

Profit / (Loss) after Tax 834.52 652.09 The demand for the products of the company and therefore the sales were higher resulting in higher profit.

2. DIRECTORS:

The Board of Directors consists of the following.

S.No Name Designation Date of appointment Director 19.05.1993

01 Shri Surjeet Lal Chairman/Managing Director 21.03.2009

Shri Shailendra 02 Singh Sengar Director 30.03.2006

03 Shri Deenanath Director 30.03.2006

04 Shri Guru Darshan Director 21.03.2009 Arora

3. DIVIDEND

Directors recommend, for the year 2009-10, dividend of Rs. 0.50 (i.e. 5%) on each share of Rs. 10 on 27522400 equity shares payable to share holders on the date of the Annual General Meeting, proportionate for the period of holding in respect of shares allotted during the year.

4. AUDITORS

M/s K.C. Khanna & Co., Chartered Accountants, Bhopal retire at the ensuing 17th Annual General Meeting. They are eligible for reappointment. The Board recommends their reappointment.

5. STATUTORY INFORMATION

(a) The information in respect of employees drawing remuneration above a certain limit as per Section 217 (2A) of the Companies Act, 1956 is NIL.

(b) In terms of Section 217(1) (e) of the Companies Act, 1956 and the rules made there under, information about energy conservation and technology absorption is nil in regard to each of the respective items. Information in Form-Ais not required to be furnished in the case of this industry.

(c) Information regarding foreign exchange is as follows: - Earnings: Rs.80,50,961

Imports :Rs. 101,06,164

(d) Directors Responsibility Statement The Directors hereby certify:

i) that in the preparation of the accounts for 2009-2010, the applicable accounting standards have been followed

ii) that accounting policies have been stated in Schedule K to the Accounts. The accounting policies have been selected and applied consistently and judgements and estimates have been made which are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31.03.2010 and of the Profit of the Company for 2009 -2010

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for prevention and detection of frauds and other irregularities

iv) that the directors prepared the annual accounts on a going concern basis.

6. CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Mumbai Stock Exchange, Corporate Governance Report including Management Discussion and Analysis and Certificate from Company Secretary in Practice regarding compliance of conditions of Corporate Governance are attached and form part of this report.

7. ACKNOWLEDGMENTS

Directors are grateful for the co-operation received from business associates and the valued customers of the company. Directors wish to place on record their high appreciation of the services of executives, staff and workers of the company

For and on behalf of the Board of Directors

PLACE: BHOPAL SURJEETLAL

DATED: 1st September 2010 CHAIRMANAND MANAGING DIRECTOR