Som Distilleries & Breweries : Appointment

SOM DISTILLERIES AND BREWERIES LIMITED

Registered Office: I-A, Zee Plaza, Arjun Nagar, Safdarjung Enclave, Kamal Cinema Road, New Delhi - 110029

Phone: +91-11-26169909, 26169712 Fax: +91-11-26195897

Corporate Office: SOM House, 23, Zone II, M.P. Nagar, Bhopal, Madhya Pradesh - 462011

Phone: +91-755-4278827, 4271271 Fax: +91-755-2557470

Email : compliance@somindia.com Website: www.somindia.com

CIN : L74899DL1993PLC052787

(BSE : 507514, NSE : SDBL)

SUB: OUTCOME OF THE MEETING OF THE BOARD OF DIRECTORS OF COMPANY HELD TODAY I.E. DECEMBER 9, 2022

Dear Sir/Madam,

Pursuant to Regulation 30 (read with Schedule Ill - Part A), and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find herewith outcome of board meeting of the Company held today i.e. on Friday, December 9, 2022 at 1:00 P.M. and concluded at 2:00 P.M. at Corporate Office of the Company. The following matters were considered:

S.NO.PARTICULARS

1 The Board approved allotment of 12,77,777 equity shares of ₹5/- each of the Company, fully paid-up, pursuant to the conversion of preferential warrants into equity, to the following Non-Promoter entities / Allottees:

1. M/s Lakeside Retail Private Limited - 5,00,000 equity shares
2. M/s Icy Blast Retails Private Limited - 5,00,000 equity shares and

Pursuant to a special resolution passed by the members of the Company under Section 62 of Companies Act, 2013 on August 19, 2022, and in-principle approvals received from Stock Exchanges (BSE and NSE) on August 10, 2022, the Company allotted 37,77,777 warrants to 5 allottees (2 Promoters allottees and 3 Non- Promoters allottees) on September 2, 2022.

As per Regulation 169(2) of the SEBI (ICDR) Regulations, 2018, 25% of the allotment price has been paid by the allottees into the Bank account of the Company at the time of subscription and by December 9, 2022, the aforesaid 3

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SOM DISTILLERIES AND BREWERIES LIMITED

Registered Office: I-A, Zee Plaza, Arjun Nagar, Safdarjung Enclave, Kamal Cinema Road, New Delhi - 110029

Phone: +91-11-26169909, 26169712 Fax: +91-11-26195897

Corporate Office: SOM House, 23, Zone II, M.P. Nagar, Bhopal, Madhya Pradesh - 462011

Phone: +91-755-4278827, 4271271 Fax: +91-755-2557470

Email : compliance@somindia.com Website: www.somindia.com

CIN : L74899DL1993PLC052787

(BSE : 507514, NSE : SDBL)

Non-Promoter allottee have paid the balance of 75% of the allotment price for 12,77,777 warrants out of 37,77,777 warrants. (The allotment 25,00,000 equity shares have been already made to 2 Promoters Allottees on November 18, 2022 with due compliance.

With this allotment full 37,77,777 warrants out of 37,77,777 warrants allotted to 5 allottees have now been converted into equity shares.

1. The Board review and noted that the Company is executing an expansion plan of approximately ₹100 crores for setting up a new canning facility and other utilities at the Bhopal Plant of the Company and expanding the Brewing Facility in Hasan Plant of its WOS i.e. Woodpecker Distilleries and Breweries Private Limited. The company expects to complete the expansion in time so as to prepare for thesummer season.
   It was noted that to part finance the expansion of the facilities at the Bhopal Plant i.e. Som Distilleries and Breweries Limited and Hassan Plant i.e. Woodpecker Distilleries and Breweries Private Limited it proposed to raise equity capital asfollows.
2. The Board Considered and Approved a proposal of fund raising through a Rights Issue. Further, the Board approved the offer and issuance of fully paid-up equity shares of ₹5/- each of the Company aggregating upto ₹49.00 Crores at such ratio, price & terms and conditions as may be determined by the Board of Directors in this regard to the existing equity shareholders of the Company as on the record date (to be fixed for the purpose) and on such other terms and conditions as may be mentioned in the draft Letter of Offer to be issued by the Company in respect of the rights Issue subject to necessary approvals and consent as may be necessary / required for compliance of applicable laws, including the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, and the Companies Act, 2013 as amended.
   Further, the Board has authorised the Committee of board to proceed with the Rights Issue forthwith, and, inter-alia, decide the other terms and conditions of the Rights Issue, including setting the record date, determining the price, appointment of intermediaries and various other related matters.
3. The Board Considered and Approved raising of funds through Issue of Convertible Equity Warrants to the Promoters/Promoter's Group on Preferential Basis by issuing up to 65,00,000 (Sixty-Five Lakhs) Warrants convertible in one or more tranches to equity shares of ₹5/- each of the Company at a price of ₹142/- (including premium of ₹137/-) for each Warrant subject to necessary shareholders/

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SOM DISTILLERIES AND BREWERIES LIMITED

Registered Office: I-A, Zee Plaza, Arjun Nagar, Safdarjung Enclave, Kamal Cinema Road, New Delhi - 110029

Phone: +91-11-26169909, 26169712 Fax: +91-11-26195897

Corporate Office: SOM House, 23, Zone II, M.P. Nagar, Bhopal, Madhya Pradesh - 462011

Phone: +91-755-4278827, 4271271 Fax: +91-755-2557470

Email : compliance@somindia.com Website: www.somindia.com

CIN : L74899DL1993PLC052787

(BSE : 507514, NSE : SDBL)

regulatory approvals, as applicable. Please find enclosed as Annexure 'I', information required to be disclosed pursuant to Regulation 30 of SEBI LODR read with Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015.

1. Based on recommendation made by Nomination & Remuneration Committee the Board Considered and Approved the appointment of Mr. Rajesh Kumar (DIN 08732528) as an Additional Director (Non-executive & Independent) on the Board of Directors of the Company w.e.f. December 9, 2022 for a period of five consecutive years, subject to approval of the Members at the ensuing General Meeting. Further Please find enclosed Annexure 'II', information required to be disclosed pursuant to Regulation 30 of SEBI LODR read with Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015.
2. The Board considered that the Extra-Ordinary General Meeting (EGM) of the Members of the Company will be held on Saturday, the 7th day of January, 2023 at the Factory Premises, Village Rojrachak, Chiklod Road, District Raisen (Madhya Pradesh). Further the Board considered and approved the notice of Extra-Ordinary General Meeting (EGM) of the Company.

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

This is for your information and records please.

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SOM DISTILLERIES AND BREWERIES LIMITED

Registered Office: I-A, Zee Plaza, Arjun Nagar, Safdarjung Enclave, Kamal Cinema Road, New Delhi - 110029

Phone: +91-11-26169909, 26169712 Fax: +91-11-26195897

Corporate Office: SOM House, 23, Zone II, M.P. Nagar, Bhopal, Madhya Pradesh - 462011

4 In case of preferential issue the listed entity shall disclose the following additional details to the stock exchange(s):

An amount equivalent to 25% of the issue price of the Warrants will be paid on the date of allotment of the Warrants. The balance 75% of the issue price of the Warrants is payable at the time of allotment of the Equity Shares pursuant to the exercise of the conversion right by the warrant holder, as and when they deem fit. Non-payment of balance sum i.e. 75% of the issue price by the warrant holder would entail in forfeiture of the amount paid. The amount paid against Warrants shall be adjusted / set-off against the issue price for the resultant Equity Shares.

SOM DISTILLERIES AND BREWERIES LIMITED

Registered Office: I-A, Zee Plaza, Arjun Nagar, Safdarjung Enclave, Kamal Cinema Road, New Delhi - 110029

Phone: +91-11-26169909, 26169712 Fax: +91-11-26195897

Corporate Office: SOM House, 23, Zone II, M.P. Nagar, Bhopal, Madhya Pradesh - 462011

Phone: +91-755-4278827, 4271271 Fax: +91-755-2557470

Email : compliance@somindia.com Website: www.somindia.com

CIN : L74899DL1993PLC052787

(BSE : 507514, NSE : SDBL)

Annexure II

The details for appointment of Independent Director of the Company are as under:

2. Date of Appointment/ Cessation : December 9, 2022 to December 8, 2027

(as applicable) & Term of Appointment

5. Affirmation that the director : We affirm that Mr. Rajesh Kumar is not

being appointed is not debarred debarred from holding the office of director