DEAR MEMBERS,
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
reappointed 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 Rs)
    
Total Share Capital (in Rs)
  
  

    
Authorised Share Capital
    
250000000
    
Rs 2/-
    
500000000
  
  

    
Issued, Subscribed and Paid-up Share Capital
    
205901312
    
Rs 2/-
    
411802624
  


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
NonIndependent 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
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
  
  

    
Date: September 5, 2025
    
For Som Distilleries and Breweries Limited
  
  

    

    
Sd/-
  
  

    

    
J.K. Arora
  
  

    

    
Chairman and Managing Director
  
  

    

    
(DIN: 00224633)