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

B. CONSOLIDATED FINANCIAL PERFORMANCE

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:

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)